--- page 1 ---
GLOBAL OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Stock Code : 1021
(A joint stock company incorporated in the People’s Republic of China with limited liability)
廣東華沿機器人股份有限公司
Guangdong Huayan Robotics Co., Ltd.


--- page 2 ---
If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Guangdong Huayan Robotics 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
: 80,785,000 H Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 4,039,400 H Shares (subject to
reallocation)
Number of International Offer Shares : 76,745,600 H Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Offer Price : HK$17.00 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB0.2 per H Share
Stock code : 1021
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for 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 “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable on Display”
in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and
Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Comp anies in
Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price per Offer Share will be HK$17.00 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay, on
application (subject to application channels), the Offer Price of HK$17.00 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC tra nsaction levy of
0.0027%, the AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565%.
The Overall Coordinators, on behalf of the Underwriters, and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer Shares
and/or the Offer Price below that is stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kon g Public
Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares will be published on the website of our Company at
www.huayan-robotics.com
and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk as soon as practicable following the decision to make such
reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Furt her
details are set forth in “Structure of the Global 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 (on b ehalf
of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting — Underwriting Arrangements and Expe nses
— Grounds for Termination” of this Prospectus.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high
investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand
the investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered and sold only
(a) in the United States to “Qualified Institutional Buyer” in reliance on Rule 144A under the U.S. Securities Act or another exemption from, or in a tra nsaction not subject
to, the registration requirements under the U.S. Securities Act and (b) outside the United States in offshore transactions in accordance with Regula tion S under the U.S.
Securities Act.
IMPORTANT
March 20, 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. The Company will not provide any printed copies of this
Prospectus to the public.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.huayan-robotics.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 HK eIPO White Form service at www.hkeipo.hk ;
or
(2) apply through the HKSCC EIPO channel to electronically cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is a HKSCC Participant to give electronic application instructions
through HKSCC’s FINI system to apply for the Hong Kong Offer Shares on
your behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
Prospectus are identical to the printed Prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses above.
Please refer to the section headed “How to Apply for the 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.
IMPORTANT
–i i–


--- page 4 ---
Y our application must be for a minimum of 200 Hong Kong Offer Shares and in one
of the numbers set out in the table. Y ou are required to pay the amount next to the
number you select. If you are applying through the HK eIPO White Form service, you
may refer to the table below for the amount payable for the number of H Shares you have
selected. Y ou must pay the respective amount payable on application in full upon
application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO
channel, you are required to pre-fund your application based on the amount specified by
your broker or custodian, as determined based on the applicable laws and regulations in
Hong Kong.
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,434.29 4,000 68,685.78 60,000 1,030,286.70 800,000 13,737,156.00
400 6,868.57 5,000 85,857.23 70,000 1,202,001.16 900,000 15,454,300.50
600 10,302.88 6,000 103,028.66 80,000 1,373,715.60 1,000,000 17,171,445.00
800 13,737.16 7,000 120,200.11 90,000 1,545,430.06 1,500,000 25,757,167.50
1,000 17,171.45 8,000 137,371.55 100,000 1,717,144.50 2,019,600
(1) 34,679,450.33
1,200 20,605.73 9,000 154,543.00 200,000 3,434,289.00
1,400 24,040.02 10,000 171,714.46 300,000 5,151,433.50
1,600 27,474.31 20,000 343,428.90 400,000 6,868,578.00
1,800 30,908.61 30,000 515,143.36 500,000 8,585,722.50
2,000 34,342.89 40,000 686,857.80 600,000 10,302,867.00
3,000 51,514.34 50,000 858,572.26 700,000 12,020,011.50
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the
Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for
applications made through the application channel of the HK eIPO White Form service) while the
SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to
the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of the 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 in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the websites of the
Stock Exchange at www.hkexnews.hk and our Company at www.huayan-robotics.com .
Hong Kong Public Offering commences ........................ .9:00 a.m. on Friday,
March 20, 2026
Latest time for completing electronic applications
under the HK eIPO White Form service through
the designated website at www.hkeipo.hk (2) ............... 1 1:30 a.m. on Wednesday,
March 25, 2026
Application lists for the Hong Kong Public
Offering open (3) ..................................... 1 1:45 a.m. on Wednesday,
March 25, 2026
Latest time for (a) completing payment for the
HK eIPO White Form applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ............................ .12:00 noon on Wednesday,
March 25, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions through HKSCC’s FINI system to apply for the Hong
Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the
latest time for giving such instructions which may be different from the latest time as stated
above.
Application lists close
(3) ............................... .12:00 noon on Wednesday,
March 25, 2026
(i) Announcement of:
 an indications of the level of interest in the International Placing, the level of
applications in the Hong Kong Public Offering; and
EXPECTED TIMETABLE (1)
–i v–


--- page 6 ---
 the basis of allocations of the Hong Kong Offer Shares
to be published on our website at www.huayan-robotics.com
and the website of the Stock Exchange
at www.hkexnews.hk at or before .................... 1 1:00 p.m. on Friday,
March 27, 2026
(ii) Announcement of results of allocations in the
Hong Kong Public Offering to be available through
a variety of channels as described in
“How to apply for the Hong Kong Offer Shares —
B. Publication of Results” from .......................... 1 1:00 p.m. on Friday,
March 27, 2026
(iii) Announcement of the Hong Kong Public Offering
containing (1) and (2) above to be published on
the websites of the Company and the Stock
Exchange at www.huayan-robotics.com
(6) and
www.hkexnews.hk from ................................ 1 1:00 p.m. on Friday,
March 27, 2026
Results of allocation for the Hong Kong Public Offering
will be available at “Allotment Results” page at the
designated results of allocations website at
www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result ) with a
“search by ID” function on a 24-hour basis from ............... 1 1:00 p.m. on Friday,
March 27, 2026
Dispatch of H Share certificates or deposit of
H Share certificates into CCASS in respect of
wholly or partially successful applications pursuant
to the Hong Kong Public Offering on or before
(7) ......................... Friday,
March 27, 2026
Dispatch of HK eIPO White Form e-Auto Refund
payment instructions/refund checks (if applicable) on or before (8) ............ Monday,
March 30, 2026
Dealings in the H Shares on the Stock Exchange expected
to commence at ....................................... .9:00 a.m. on Monday,
March 30, 2026
EXPECTED TIMETABLE (1)
–v–


--- page 7 ---
(i) All dates and times refer to Hong Kong local times and dates, except as otherwise stated.
(ii) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained a payment reference number from the designated website prior
to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(iii) If there is a “black” rainstorm warning signal or 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 Wednesday,
March 25, 2026, the application lists will not open or close on that day. See “How to Apply for the Hong Kong
Offer Shares — E. Severe weather arrangements.”
(iv) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to
HKSCC through HKSCC’s FINI system should refer to section headed “How to Apply for the Hong Kong
Offer Shares — A. Applications the for Hong Kong Offer Shares — 2. Application Channels.”
(v) None of the websites or any of the information contained on the website forms part of this Prospectus.
(vi) 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 Monday, March 30, 2026, provided that the Global Offering has become unconditional in all
respects and none of the Underwriting Agreements have been terminated in accordance with its terms at or
before that time. Investors who trade H Shares on the basis of publicly available allocation details prior to the
receipt of the H Share certificates and prior to the H Share certificates becoming valid evidence of title do so
entirely at their own risk.
The above expected timetable is a summary only. Y ou should read carefully the
sections headed “Underwriting” and “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, procedures on the applications for Hong Kong Offer Shares, and expected
timetable, including conditions, effect of bad weather and the dispatch of refund cheques
and H Share Certificates.
EXPECTED TIMETABLE (1)
–v i–


--- page 8 ---
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell
or a solicitation of an offer to subscribe for or buy any security other than the Hong Kong
Offer Shares. This Prospectus may not be used for the purpose of, and does not constitute,
an offer to sell or a solicitation of an offer to subscribe for or buy any security in any
other jurisdiction or in any other circumstances. No action has been taken to permit a
public offering of the Offer Shares or the distribution of this Prospectus in any
jurisdiction other than Hong Kong. The distribution of this Prospectus and the offering
and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not
be made except as permitted under the applicable securities laws of such jurisdictions
pursuant to registration with or authorization by the relevant securities regulatory
authorities or an exemption therefrom.
You should rely only on the information contained in this Prospectus to make your
investment decision. 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 included 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 or advisors, or any other person
or party involved in the Global Offering. Information contained on our website, located
at www.huayan-robotics.com , does not form part of this Prospectus.
Page
EXPECTED TIMETABLE ........................................... i v
CONTENTS ...................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS .................................................... 2 3
GLOSSARY OF TECHNICAL TERMS ................................. 3 4
FORW ARD-LOOKING STATEMENTS ................................. 3 8
RISK FACTORS ................................................... 3 9
CONTENTS
– vii –


--- page 9 ---
W AIVER AND EXEMPTION ......................................... 5 9
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL
OFFERING ..................................................... 6 6
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 7 1
CORPORATE INFORMATION ....................................... 7 5
INDUSTRY OVERVIEW ............................................ 7 7
REGULATORY OVERVIEW ......................................... 8 9
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............ 1 0 5
BUSINESS ........................................................ 1 3 0
CONNECTED TRANSACTIONS ...................................... 1 9 7
DIRECTORS AND SENIOR MANAGEMENT ........................... 2 0 4
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 2 1 3
SUBSTANTIAL SHAREHOLDERS .................................... 2 1 7
SHARE CAPITAL .................................................. 2 1 9
CORNERSTONE INVESTORS ....................................... 2 2 4
FINANCIAL INFORMATION ........................................ 2 3 3
FUTURE PLANS AND USE OF PROCEEDS ............................ 2 7 6
UNDERWRITING ................................................. 2 8 2
STRUCTURE OF THE GLOBAL OFFERING ........................... 2 9 3
HOW TO APPLY FOR THE HONG KONG OFFER SHARES .............. 3 0 3
APPENDIX I – ACCOUNTANTS’ REPORT ........................ I - 1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL
INFORMATION ............................... II-1
APPENDIX IIA – UNAUDITED PRELIMINARY FINANCIAL
INFORMATION FOR THE YEAR ENDED
DECEMBER 31, 2025 ........................... IIA-1
CONTENTS
– viii –


--- page 10 ---
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
–i x–


--- page 11 ---
This summary aims to give you an overview of the information contained in this
Prospectus. As it is a summary, it does not contain all the information that may be important
to you and is qualified in its entirety by, and should be in conjunction with, the full text of this
Prospectus. You should read the entire Prospectus before you decide to invest in the Offer
Shares. In particular , we are a specialist technology company seeking to list on the Main
Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules. There are
unique challenges, risks and uncertainties associated with investing in companies such as
ours.
There are risks associated with any investment. Some of the particular risks in investing
in the Offer Shares are set out in “Risk Factors” in this Prospectus beginning on page 39. You
should read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are a collaborative robotics company engaged in the development, manufacturing and sale
of collaborative robots (“ cobots ”) and core motion components for industrial automation
applications. Within the broader robotics industry, robots are generally classified into traditional
industrial robots, collaborative robots and service robots, with cobots forming a distinct category
designed to enable precision automation in environments that require close and safe human
collaboration. By revenue in 2024, the global cobot market reached RMB7.5 billion, accounting for
approximately 1.7% of the overall global robot market of RMB431.6 billion, according to Frost &
Sullivan. Leveraging our capabilities spanning core motion components, cobot hardware and
hardware-native HRC Embodied Intelligence Control Platform, our cobots deliver high stability,
precision and motion control. Our product design further enables customers and system integrators
to conduct secondary development and tailor functionality to specific use cases. As a result, our
cobots have been adopted across a broad range of industry sectors. Specifically, E Series cobots are
primarily used in industrial manufacturing, consumer electronics and healthcare, supporting
high-precision applications such as micro-component assembly, precision machining and medical
testing. The S Series cobots are mainly deployed in the automotive and logistics sectors, including
applications such as palletizing, machine tending, material handling and logistics automation.
During the Track Record Period, we primarily sold our robot hardware to customers in Chinese
Mainland, Europe, the Americas and other regions in Asia.
OUR PRODUCT PORTFOLIO
Leveraging our integrated hardware-software product design, we have developed a
comprehensive product portfolio encompassing cobots and core motion components. Our offerings
address diverse industrial automation needs across sectors such as 3C electronics, automotive,
healthcare and metal processing, logistics, as well as the demand for precision motion components
in humanoid robotics.
3C Electronics
Automotive Medical Metal Processing
Semiconductors
Humanoid Robots
Collaborative Robots
S Series Frameless
Torque Motors
Precision
Motion Platform
Servo
Drivers
Joint
Modules
Core Motion Components
r
mmm
r
r
m
High-Performance
Products
Industries
Drive Control Control
Algorithms
Visual
Perception
FlexMind
Training Platform
SkillBank
Process Library
Force
Perception
Perception Decision-Making Execution
Logistics
HRC Platform
Integrated Hardware-
Software Platform
E Series
SUMMARY
–1–


--- page 12 ---
The following table sets forth our revenue breakdown by nature of products and cobot services
in absolute amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sale of products /H1118 108,943 99.5 174,076 99.3 308,202 99.3 204,341 99.1 280,033 99.7
– Cobots /H1118/H1118/H1118/H1118/H1118/H111865,133 59.5 120,257 68.6 235,509 75.9 158,060 76.6 207,565 73.9
– Core motion
components /H1118/H1118/H111843,810 40.0 53,819 30.7 72,693 23.4 46,281 22.4 72,468 25.8
Cobot Services (1) /H1118 499 0.5 1,304 0.7 2,239 0.7 1,883 0.9 847 0.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Note:
(1) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in relation
to our cobots sold to customers.
Cobots
Our cobot portfolio comprises two primary product lines — the E Series and the S Series —
both integrated with our proprietary HRC Embodied Intelligence Control Platform.
 E Series. Mainly comprising Elfin-Basic, Elfin-Pro and Elfin-Ex Series, our E Series
cobots cover both light- and heavy-duty cobots and are designed for high-precision
tasks. Built on our self-developed mechanical foundation, along with our proprietary
motors, in-house servo drives and advanced identification-and-compensation
technologies, the E Series cobots minimize micro-vibration, deliver fast and accurate
motion response and refine end-effector positioning by offsetting errors arising from
joint stiffness and structural flexibility. Together, these attributes make the E Series ideal
for tasks such as intelligent welding, micro-component assembly and surface finishing,
where high accuracy and minimal vibration are essential.
 S Series. Launched in 2023, the S Series cover both light- and heavy-duty cobots and is
categorized into different models based on payload capacity to address diverse
application needs. With a maximum payload of up to 60 kg, the S Series uses our
self-developed frameless torque motors to deliver joint torque of up to 72 Nm and
substantially higher output torque than the E Series. Together with an optimized reducer
design that maintains joint temperatures below 68°C even under a 50 kg full-load, the
S Series offers the strength, stability and efficiency required for high-payload,
high-throughput industrial scenarios such as palletizing, machine tending, material
transfer and logistics automation. Its high mechanical strength and modularity also
support rapid deployment in both standalone and integrated production systems.
 HRC Embodied Intelligence Control Platform. Our HRC Embodied Intelligence Control
Platform is an integrated control system that enables multimodal perception, automatic
decision-making and high-precision execution for intelligent human-robot collaboration.
Serving as the foundational layer for scenario-based development and application
scalability across our cobot product portfolio, the HRC platform supports our customers
in developing cobot applications that involve dynamic, real-time interaction between
cobots and their environments in diverse industrial settings.
SUMMARY
–2–


--- page 13 ---
Core Motion Components
In addition to our cobot offerings, we provide a range of proprietary core motion components,
including frameless torque motors, servo drives, joint modules and precision motion platforms. We
combine precision mechanical engineering with proprietary control algorithms to develop components
that deliver high performance metrics, which form the foundation of our own cobots while also being
deployed in third-party applications ranging from industrial automation to advanced humanoid robots.
We are the only cobot provider in China among top cobot companies that offers our core motion
components for external sales.
Commercialization
We have adopted a transaction-based model for the sales of our products. Since the launch of
our first cobot in 2017, we have achieved rapid commercialization of both cobot and core motion
component products over the past decade. As of the Latest Practicable Date, we had achieved the
successful commercialization of two major cobot series and all core motion component products.
Our industry consultant, Frost & Sullivan, confirms and our Directors and Joint Sponsors are
of the view that each of our products and services fall within an acceptable sector of a Specialist
Technology Industry, namely, Robotics and Automation under Advanced Hardware and Software as
defined under Chapter 18C of the Listing Rules. We have met the revenue requirement of HK$250
million to qualify as a Commercial Company in 2024 as set out in Rule 18C.03(4) of the Listing
Rules.
The following table sets forth a breakdown of our sales volume and average selling price
(“ASP”) by E Series and Series cobot products for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
E Series /H1118/H1118843 63,194 1,728 58,285 2,854 64,829 1,906 65,483 2,556 55,941
S Series /H1118/H1118 – – 93 86,753 310 79,378 191 82,729 808 56,388
Our pricing policy is tailored to the technical specifications of each product type. We employ
a tiered pricing model that adjusts based on factors such as purchase volume and the strategic nature
of the partnership. As advised by Frost & Sullivan, the average selling price (“ ASP”) of our
products is in line with the industry range. For detailed pricing policy, see “Business—Pricing.”
The following table sets forth our key operating metrics during the Track Record Period:
Y ear ended/As of December 31,
Nine months
ended/As of
September 30,
2022 2023 2024 2025
Number of new customers (1) /H1118/H1118/H1118 239 306 390 299
Number of key customers (2) /H1118/H1118/H1118/H111838 55 77 62
Total number of customers /H1118/H1118/H1118/H1118298 493 525 478
Customer acquisition cost
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133.7 197.5 107.5 131.5
Key customer revenue
contribution (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872.9 76.6 82.9 84.9
SUMMARY
–3–


--- page 14 ---
Y ear ended/As of December 31,
Nine months
ended/As of
September 30,
2022 2023 2024 2025
Key customer retention rate (4)
(%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 86.8 83.6 80.4
Key customer net dollar
retention
rate (%)
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 131.2 169.6 124.5
Notes:
(1) Refers to the number of customers that generated revenue for the first time during the relevant year/period.
(2) Refers to customers with revenue contribution of RMB500,000 or more during a given year/period.
(3) Refers to selling and distribution expenses divided by the number of new customers acquired during the
relevant year/period.
(4) Refers to the percentage of key customers in the previous year/period that made repeat purchases during the
current year/period.
(5) Refers to the percentage of recurring revenue generated from key customers in the previous year/period that
is retained from those same customers in the current year/period.
See “Business — Commercialization.”
OUR STRENGTHS
We believe that the following strengths contribute to our leading market position, ensuring our
success and distinguishing us from our competitors: (i) established market recognition in the rapidly
expanding global cobot industry, (ii) full-stack hardware-software capabilities, (iii) industry-
leading product performance, (iv) standardized cobot deployment for mission-critical applications,
(v) scenario-centric ecosystem jointly developed with global industry leaders, and (vi) visionary
leadership with strong technical background. See “Business—Our Strengths.”
OUR STRATEGIES
We plan to implement the following growth strategies: (i) continue to strengthen R&D in
cobot technologies, (ii) enhance the intelligence of our HRC Platform with AI technologies, (iii)
improve cobot performance and application versatility, (iv) deepen our investment in core motion
components for humanoid robots, (v) strengthen our sales channels and advance our global market
expansion, and (vi) strengthen talent acquisition and development. See “Business—Our Strategies.”
RESEARCH & DEVELOPMENT
Our R&D process follows a structured framework that takes into account key factors such as
customer demand, feasibility analysis, technological advancements and use cases. Our R&D
process primarily includes (i) concept stage, (ii) design stage, (iii) development and testing stage,
and (iv) verification and commercialization stage. In 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, our research and development expenses were RMB55.4 million,
RMB85.7 million, RMB47.3 million, RMB33.9 million and RMB51.0 million, respectively,
representing 50.6%, 44.8%, 46.7%, 46.3% and 37.7% of our total annual operating expenditure,
respectively.
SUMMARY
–4–


--- page 15 ---
INTELLECTUAL PROPERTY
Intellectual property rights play a crucial role in our business. As confirmed by our Directors,
during the Track Record Period and up to the Latest Practicable Date, we did not have any instances
of infringement of third parties’ intellectual property rights. As of the Latest Practicable Date, we
held 238 patents across multiple jurisdictions, and all patents and patent applications related to our
specialist technology products were solely owned by us, with no joint ownership or sharing
arrangements with any third parties. See “Business — Intellectual Property Rights.”
CUSTOMER
Our customers primarily include system integrators, end users and distributors, who are
mainly industrial automation solution providers and equipment manufacturers across sectors
including cognitive robotics, semiconductors, genetic sequencing, power batteries and consumer
electronics. During the Track Record Period, the majority of our revenue from direct sales was
revenue from system integrators. In 2022, 2023, 2024 and the nine months ended September 30,
2025, our revenue from the five largest customers in each year/period during the Track Record
Period was RMB56.1 million, RMB85.2 million, RMB188.1 million and RMB155.4 million,
respectively, accounting for 51.2%, 48.5%, 60.6% and 55.3% of our total revenue for the respective
year/period. In the same years/periods, our revenue from our largest customer in each year/period
during the Track Record Period was RMB27.3 million, RMB31.4 million, RMB116.1 million and
RMB69.5 million, respectively, accounting for 24.9%, 17.9%, 37.4% and 24.7% of our total
revenue for the respective year/period. See “Business — Our Customers.”
SUPPLIER
Our major suppliers are providers of key raw materials and components, primarily including
electronic and electrical components, standard mechanical parts, custom parts and auxiliary
equipment such as speed reducers, encoders, optical instruments and sensors. Purchases from our
five largest suppliers in each year/period during the Track Record Period amounted to RMB36.1
million, RMB44.5 million, RMB65.6 million and RMB50.3 million, respectively, accounting for
38.1%, 35.4%, 32.3% and 28.8% of our cost of sales for the respective year/period. Purchases from
our largest supplier in each year/period during the Track Record Period accounted for 12.7%,
14.4%, 12.2% and 7.7% of our cost of sales for the respective year/period. See “Business — Our
Suppliers.”
PRODUCTION
During the Track Record Period, we manufactured our products primarily at our production
facility in Foshan, Guangdong. We also operate a production facility in Shenzhen, Guangdong,
which is primarily responsible for the production of our R&D samples. The following tables sets
forth the details of the production capacities and utilization rates of our production facility in
Foshan, Guangdong for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2025
Production base
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity
Actual
Production
volume
Utilization
rate
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Foshan, Guangdong /H1118 1,400 816 58.3 2,700 2,210 81.9 4,040 3,470 85.9 5,269 (3) 3,895 73.9 (3)
Notes:
(1) The designed production capacity for each respective year/period is calculated by standard working hours based on
the following formula: (Average number of direct production personnel at the beginning and end of the year × 300
days × 8 hours) ÷ 45 hours per unit × rolled throughout yield (75% for 2023 and 2024 and 80% for 2025). Our
manufacturing process involves multiple stages, each subject to quality control checks, and products that do not meet
specifications at any stage must undergo rework before final acceptance, which would result in additional labor hours
being incurred. The yield factor used in our designed production capacity calculation represents our estimated rolled
SUMMARY
–5–


--- page 16 ---
throughput yield, which measures the proportion of products that pass all sequential production and quality inspection
steps on a first-pass basis without requiring rework or re-testing, which was 75% for 2023 and 2024 and 80% for 2025
due to continued refinement of our manufacturing processes and quality control systems. We consider the rolled
throughput yield applied in the Track Record Period to be a prudent and reasonable assumption based on our
production experience and stringent quality standards. Applying this assumption allows us to reflect more accurately
our effective production output and avoids overstating our designed capacity. The increase in designed production
capacity in 2023 and 2024 was primarily attributable to the continuous addition of production personnel and
equipment during the respective periods.
(2) Utilization rate is calculated by dividing the actual production volume (namely effective working hours for the
respective year/period, which equal to valid working days in the respective year/period times daily working hours
times number of direct production personnel) by designed production capacity for the designated year/period.
(3) The utilization rate of 73.9% for the nine months ended September 30, 2025 was calculated based on actual
production volume for the first three quarters against the annualized designed production capacity for 2025 of 5,269
units of cobots, as explained in footnote (1) above. Based on the designed production capacity for the first three
quarters of 3,824 units, the utilization rate for the same period would have been 101.8%, primarily due to a surge in
order demand and extended working hours during the period.
COMPETITIVE LANDSCAPE
The manufacturing industry is accelerating toward intelligent and low-carbon transformation,
driving demand for flexible automation. Cobots, with advantages in modular deployment, safety
and rapid scenario adaptation, are becoming core enablers of this shift. According to Frost &
Sullivan, the global cobot market grew from RMB2.5 billion in 2020 to RMB7.5 billion in 2024 at
a CAGR of 32.0%, and is expected to reach RMB35.0 billion by 2029 at a CAGR of 37.4%. In
China, the market expanded from RMB0.6 billion to RMB2.2 billion over the same period at a
CAGR of 38.8% and is projected to reach RMB12.4 billion by 2029 at a CAGR of 43.5%.
Meanwhile, the industry remains concentrated. In 2024, the top five global players held 42.1%
market share. According to Frost & Sullivan, we were the second-largest cobot company in China
with a 10.3% share and a top-five global player with 3.5% share in 2024. See “Industry Overview.”
RISK FACTORS
Our business and the Offering involve certain risks as set out in “Risk Factors” in this
Prospectus. Y ou should read that section in its entirety carefully before you decide to invest in our
H Shares. We believe the most significant risks we face include the following: (i) if we are unable
to develop new products with advanced technology that adapt to changing market demand and
customer needs in a cost-effective and timely manner, our future business, results of operations,
financial condition and competitive position would be materially and adversely affected; (ii) we
have been and intend to continue investing significantly in R&D, which may adversely affect our
short-term profitability and operating cash flow and may not generate the results we expect to
achieve; (iii) if our key R&D employees terminate their relationships with us or develop
relationships with a competitor or delay their delivery of adequate research results, our ability to
conduct R&D and the progress of our R&D programs could be adversely affected; (iv) we may not
be able to obtain or maintain adequate intellectual property rights protection for our products, or the
scope of such protection may not be sufficiently broad; and (v) we may become involved in lawsuits
to protect or enforce our intellectual property, which could be expensive, time-consuming and
unsuccessful. See “Risk Factors.”
CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Wang and Mr. Zhang beneficially owned 3.15% and
0.45% of the total issued share capital of our Company, respectively. In addition, Mr. Wang
ultimately controlled 35.84% voting rights, which are attached to the 25.10%, 4.20%, 1.73%,
0.81%, 1.91%, 1.11%, 0.55% and 0.42% of the total issued share capital of our Company held by
Zhirentuan, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun,
respectively. Each of Zhirenxing, Zhirentuan, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle,
Zhirenju and Zhirenyun is controlled and manged by Zhirentuan Tech as its general partner.
Zhirentuan Tech is in turn owned as to 99% and 1% by Mr. Wang and Mr. Zhang, respectively. On
April 30, 2025, Mr. Wang and Mr. Zhang entered into the Acting in Concert Agreement to record
and formalize their cooperation, pursuant to which, Mr. Wang and Mr. Zhang confirmed that they
and entities controlled by them had been acting in concert since he/it became a Director or
Shareholder and will continue to act in concert to align their votes at the Board meetings and the
general meetings of the Company (as the case may be). See “History, Development and Corporate
SUMMARY
–6–


--- page 17 ---
Structure — Corporate Structure” in this Prospectus for details. Therefore, as of the Latest
Practicable Date, Mr. Wang, Mr. Zhang, Zhirentuan Tech, Zhirentuan, Zhirenxing, Xianzhikong,
Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun collectively controlled 39.44% voting
rights of the Company and constituted the group of Controlling Shareholders.
Immediately following the completion of the Global Offering, Mr. Wang, Mr. Zhang,
Zhirentuan Tech, Zhirentuan, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju
and Zhirenyun continue to control 31.89% of voting rights of our Company (assuming the Offer
Size Adjustment Option and the Over-allotment Option are fully exercised) or approximately
33.45% voting rights of the Company (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised). Therefore, Mr. Wang, Mr. Zhang, Zhirentuan, Zhirentuan
Tech, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun will
remain as the group of Controlling Shareholders upon Listing.
PRE-IPO INVESTMENT
From September 2017 to May 2025, we have completed several rounds of Pre-IPO
Investments. As of the Latest Practicable Date, the Pre-IPO Investors hold approximately 60.56%
of our total issued share capital. Immediately following the completion of the Global Offering, the
Pre-IPO Investors will hold 51.35% of our total issued share capital (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised) or approximately 48.95% of
our total issued share capital (assuming the Offer Size Adjustment Option and the Over-allotment
Option are exercised in full). Pursuant to a shareholder special rights termination agreement dated
April 30, 2025 (the “ Termination Agreement ”), all special rights which have been previously
granted to the Pre-IPO Investors were terminated prior to the date of our first submission of the
Listing application to the Stock Exchange. In particular, the redemption rights and liquidation
preferences rights granted by the Company to the Pre-IPO Investors were permanently and
irrevocably terminated and shall be void ab initio . Special rights such as information rights, no more
favourable terms and tag-along rights and the redemption rights granted by the Controlling
Shareholders etc. shall resume to be exercisable upon the occurrence of (i) the Listing not being
approved by relevant regulatory authorities; (ii) the rejection, return or withdraw of the Listing
application; or (iii) 18 months following the submission of the Listing application. Considering that
the Company has no obligation to repurchase the Shares held by the Pre-IPO Investors, no
redemption liability was recorded during the Track Record Period. See “History, Development and
Corporate Structure — Pre-IPO Investments.” for further details of the Pre-IPO Investments.
Our Company and Pre-IPO Investors agreed in the Termination Agreement, among others, the
redemption rights and liquidation preferences rights granted by our Company to the Pre-IPO
Investors were permanently and irrevocably terminated and shall be void ab initio . Taking into
account the legal and regulatory framework of our Company’s jurisdiction and the governing law
of the Termination Agreement, our Directors considered that it is appropriate to present the Pre-IPO
Investments as equity throughout the Track Record Period.
Had the Special Rights granted by our Company to the Pre-IPO Investors been accounted for
as financial liabilities measured at present value of the redemption amount prior to entering into the
supplemental agreements in April 2025:
(i) the redemption financial liabilities, total current liabilities, net current liabilities, total
non-current liabilities and net deficits would have been:
As at 31 December,
2022 2023 2024
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118702,157 753,684 811,608
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,679 720,637 929,160
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,317 203,516 443,469
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,904 139,197 2,752
Net deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(297,164) (275,619) (315,349)
SUMMARY
–7–


--- page 18 ---
(ii) the finance costs associated with the redemption financial liabilities, the net losses for the
year/period, basic and dilutive loss per share would have been:
Y ear ended 31 December,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financial costs associated with
the redemption financial
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,893) 51,527 57,924 43,364 22,211
Total net losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,473) (49,632) (40,055) (34,327) (37,799)
Basic and dilutive loss per
share (expressed in RMB) /H1118 (0.06) (0.11) (0.09) (0.08) (0.09)
See Note 31 to the Accountants’ Report set out in Appendix I to this prospectus.
SUMMARY OF HISTORICAL AND FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, derived from the Accountants’ Report in Appendix I to this
Prospectus. The summary consolidated financial data set forth below should be read together with
the consolidated financial statements in this Prospectus, including the related notes. Our
consolidated financial information was prepared in accordance with IFRS.
Selected Items from the Consolidated Statements of Profit or Loss and Comprehensive Income
The following table sets forth a summary of our consolidated statements of profit or loss for
the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 175,380 310,441 206,224 280,880
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,436) (125,150) (204,008) (136,988) (175,328)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 50,230 106,433 69,236 105,552
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,450 105,596 15,372 12,904 10,090
Selling and distribution expenses /H1118/H1118(31,944) (60,450) (41,941) (30,146) (39,315)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,740) (45,997) (12,543) (9,662) (43,727)
Research and development expenses (55,432) (85,656) (47,283) (33,894) (50,978)
Reversal of/(provision for)
impairment losses on financial
assets and contract assets /H1118/H1118/H1118/H1118/H1118/H1118(1,828) 688 (72) (94) 41
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,735) (3,443) (3,043) (709) (564)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(644) (515) (214) (169) (287)
(Loss)/profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84,867) (39,547) 16,709 7,466 (19,188)
Income tax credits/(expenses) /H1118/H1118/H1118/H1118/H11181,501 41,442 1,160 1,571 3,600
(Loss)/profit for the year/period /H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
For details on the accounting treatment of redemption rights and liquidation preference rights
of pre-IPO investments, see Note 31 to the Accountants’ Report set out in Appendix I to this
prospectus.
SUMMARY
–8–


--- page 19 ---
Non-IFRS Financial Measure
To supplement our consolidated financial statements, which are presented in accordance with
IFRS, we also use adjusted net (loss)/profit (non-IFRS measure) as an additional financial measure,
which is not required by, or presented in accordance with IFRS. We define adjusted net (loss)/profit
(non-IFRS measure) as (loss)/profit for the periods adjusted by adding back share-based payment
expenses and listing expense. The following table reconciles our adjusted net (loss)/profit
(non-IFRS measure) presented in accordance with IFRS, which is (loss)/profit for the period:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
(Loss)/profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
Add:
– Share-based payment
(1) /H1118/H111812,831 69,573 – – 24,652
– Listing expense (2) /H1118/H1118/H1118/H1118/H1118/H1118–––– 15,389
Adjusted net (loss)/profit
(non-IFRS measure ) /H1118/H1118/H1118(70,535) 71,468 17,869 9,037 24,453
Notes:
(1) Share-based payment expenses are non-cash in nature and represent the arrangement under which we receive
services from employees as consideration for our equity instruments. Share-based payment expenses are not
expected to result in future cash payments.
(2) Listing expenses represent professional fees, underwriting commission, and other fees incurred in connection
with the Global Offering and the Listing.
Revenue
Revenue by Nature and Product Series/Line
During the Track Record Period, our revenue was primarily derived from sale of products,
including cobots and core motion components. The following table sets forth our revenue
breakdown by nature of products and cobot services in absolute amount and as a percentage of our
total revenue for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Sales of Products /H1118 108,943 99.5 174,076 99.3 308,202 99.3 204,341 99.1 280,033 99.7
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H111865,133 59.5 120,257 68.6 235,509 75.9 158,060 76.6 207,565 73.9
– E Series /H1118/H1118/H1118/H1118/H111853,272 48.7 100,716 57.4 185,023 59.6 124,810 60.5 142,985 50.9
 Elfin-Basic
Series /H1118/H1118/H1118/H111851,793 47.3 93,655 53.4 169,586 54.6 115,523 56.0 114,868 40.9
 Elfin-Pro
Series /H1118/H1118/H1118/H1118– – – – 3,369 1.1 1,519 0.7 21,427 7.6
 Elfin-Ex
Series /H1118/H1118/H1118/H11181,479 1.4 7,060 4.0 12,067 3.9 7,768 3.8 6,691 2.4
– S Series /H1118/H1118/H1118/H1118/H1118– 0.0 8,068 4.6 24,607 7.9 15,801 7.7 45,562 16.2
 S20 /H1118/H1118/H1118/H1118/H1118/H1118– – 5,701 3.3 14,214 4.6 9,785 4.8 24,878 8.8
 S30 /H1118/H1118/H1118/H1118/H1118/H1118– – – – 8,916 2.9 5,035 2.4 11,463 4.1
 Others /H1118/H1118/H1118/H1118– – 2,367 1.3 1,477 0.4 982 0.5 9,220 3.3
– Workstation /H1118/H11189,322 8.5 8,207 4.7 9,372 3.0 7,934 3.8 4,764 1.7
– Others (1) /H1118/H1118/H1118/H11182,538 2.3 3,266 1.9 16,507 5.3 9,514 4.6 14,254 5.1
SUMMARY
–9–


--- page 20 ---
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
– Core Motion
Components /H1118/H1118/H111843,810 40.0 53,819 30.7 72,693 23.4 46,281 22.4 72,468 25.8
– Precision
Motion
Platforms /H1118/H1118/H1118/H111828,092 25.7 39,594 22.6 33,586 10.8 24,925 12.1 43,183 15.4
– Joint Modules /H1118 915 0.8 403 0.2 14,476 4.7 5,178 2.5 15,159 5.4
– Servo Drives /H1118/H11186,845 6.3 8,761 5.0 10,251 3.3 7,579 3.7 3,049 1.1
– Accessories /H1118/H1118/H11186,380 5.8 4,330 2.5 10,304 3.3 5,754 2.8 9,891 3.5
– Frameless
Torque Motors
and Other
Motors /H1118/H1118/H1118/H1118/H11181,578 1.4 730 0.4 4,077 1.3 2,846 1.4 1,186 0.4
Cobot Services
(2) /H1118/H1118 499 0.5 1,304 0.7 2,239 0.7 1,883 0.9 847 0.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Notes:
(1) Primarily include variant cobots from our E Series, which are fundamentally similar to the E Series cobots but
incorporate customised features and/or functions according to customers’ demand.
(2) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in relation
to our cobots sold to customers.
Our overall revenue growth across product categories throughout the Track Record Period was
mainly attributable to our increased sales volume and expanding customer base. Our number of new
customers in 2022, 2023 and 2024 and the nine months ended September 30, 2025 was 239, 306,
390 and 299, respectively. Our number of customers grew from 298 in 2022 to 493 in 2023, and
further to 525 in 2024, and amounted to 478 in the nine months ended September 30, 2025.
Revenue by Geographic Location
In terms of geographic coverage, we generated a majority of revenue from our sales network
in Chinese Mainland in 2022 and 2023 and the nine months ended September 30, 2025,
complemented by the rapidly expanding presence of our overseas markets during the Track Record
Period. We believe that we do not have any material overseas tax exposure for overseas revenue.
The following table sets forth a breakdown of our revenue by geographical location, in an absolute
amount and as a percentage of our total revenue, for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Chinese Mainland /H1118/H1118/H1118/H111880,729 73.8 128,936 73.5 154,542 49.8 105,792 51.3 174,846 62.2
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,191 16.6 31,190 17.8 124,328 40.1 78,982 38.3 83,167 29.7
– Germany /H1118/H1118/H1118/H1118/H1118/H111811,651 10.6 23,556 13.4 116,489 37.5 73,418 35.6 69,203 24.6
Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,098 2.8 8,118 4.6 24,025 7.7 15,846 7.7 12,942 4.6
– United States /H1118/H1118/H1118/H11181,334 1.2 4,476 2.6 16,781 5.4 9,391 4.6 8,329 3.0
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,424 6.8 7,136 4.1 7,546 2.4 5,604 2.7 9,925 3.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Note:
(1) Primarily including other regions in Asia such as Malaysia and South Korea, as well as Australia.
SUMMARY
–1 0–


--- page 21 ---
Revenue by Sales Channel
We have established a sales network through direct sales and distributors. During the Track
Record Period, our direct sales customers mainly include (i) system integrators, which include
standardized and non-standardized equipment manufacturers, and (ii) end users. During the Track
Record Period, the majority of our revenue from direct sales was revenue from system integrators.
Our distributors are primarily established regional industrial automation distributors with technical
expertise and value-added services, as well as specialized automation solution providers focusing
on industries such as automotive, electronics and machinery manufacturing. The following table
sets forth a breakdown of our revenue by sales channel, in an absolute amount and as a percentage
of our total revenue, for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Direct Sales
– System integrators
– Standardized
equipment
manufacturers /H1118/H1118/H1118/H111861,279 56.0 114,839 65.5 230,246 74.2 148,993 72.2 212,869 75.8
– Non-standardized
equipment
manufacturers /H1118/H1118/H1118/H111815,043 13.7 23,666 13.5 36,751 11.8 25,433 12.3 42,046 15.0
– Subtotal of system
integrators /H1118/H1118/H1118/H1118/H1118/H1118/H111876,323 69.7 138,505 79.0 266,997 86.0 174,426 84.6 254,915 90.8
– End users /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,634 23.4 22,202 12.7 24,218 7.8 18,682 9.1 11,034 3.9
Subtotal of direct sales /H1118 101,957 93.2 160,707 91.6 291,215 93.8 193,108 93.6 265,949 94.7
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H11187,485 6.8 14,672 8.4 19,226 6.2 13,116 6.4 14,931 5.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Cost of Sales
During the Track Record Period, our cost of sales primarily consisted of cost of sales of
products, cost of cobot services and inventory write-down. Our cost of sales of products include the
costs for raw material, production, labor and logistics. Our procurement of raw materials accounted
for 68.5%, 77.4%, 76.6%, 74.6% and 78.4% of our total cost of sales in 2022, 2023 and 2024, and
the nine months ended September 30, 2024 and 2025, respectively. For breakdown of cost of sales
by nature of products and services, see “Financial Information.” The increase in our cost of sales
during the Track Record Period were primarily due to the increased procurements of raw materials
we made in line with our business growth.
Gross Profit and Gross Profit Margin
Gross Profit and Gross Profit Margin by Nature and Product Series/Model
The following table sets forth our gross profit and gross profit margin breakdown by nature
for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Sales of Products /H1118/H111828,795 26.4 50,161 28.8 109,436 35.5 73,853 36.1 108,666 38.8
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,319 25.1 31,035 25.8 82,836 35.2 56,232 35.6 79,287 38.2
– E Series /H1118/H1118/H1118/H1118/H111813,764 25.8 25,653 25.5 63,422 34.3 44,159 35.4 54,219 37.9
– S Series /H1118/H1118/H1118/H1118/H1118– – 2,773 34.4 9,943 40.4 6,538 41.4 16,791 36.9
– Workstation /H1118/H1118/H11181,998 21.4 1,736 21.2 2,038 21.7 1,822 23.0 1,814 38.1
– Others (1) /H1118/H1118/H1118/H1118/H1118556 21.9 873 26.7 7,432 45.0 3,713 39.0 6,463 45.3
SUMMARY
–1 1–


--- page 22 ---
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
– Core Motion
Components /H1118/H1118/H1118/H111812,476 37.2 19,127 35.5 26,600 36.6 17,621 38.1 29,379 40.5
– Precision Motion
Platforms /H1118/H1118/H1118/H1118/H111810,439 37.2 16,223 41.0 13,409 39.9 10,245 41.1 19,583 45.3
– Joint Modules /H1118/H1118 234 25.6 225 55.8 5,924 40.9 2,039 39.4 6,938 45.8
– Servo Drives /H1118/H1118/H1118207 3.0 1,317 15.0 2,406 23.5 1,914 25.3 411 13.5
– Accessories /H1118/H1118/H11181,149 18.0 1,089 25.1 2,662 25.8 1,857 32.3 2,267 22.9
– Frameless
Torque Motors
and Other
Motors /H1118/H1118/H1118/H1118/H1118/H1118447 28.3 273 37.3 2,199 53.9 1,566 55.0 180 15.2
Cobot Services
(2) /H1118/H1118 328 65.7 717 55.0 1,247 55.7 1,053 55.9 370 43.6
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,683 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down (3) /H1118/H1118/H1118/H1118(14,117) (12.9) (648) (0.4) (4,251) (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Notes:
(1) Primarily include variant cobots from our E Series, which are fundamentally similar to the E Series cobots but
incorporate customised features and/or functions according to customers’ demand.
(2) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in relation
to our cobots sold to customers.
(3) Primarily represents the provision made on inventories. See “Financial Information — Discussion of Key Items of
Consolidated Statements of Financial Position — Net Current Assets — Inventories.”
Gross Profit and Gross Profit Margin by Geographic Location
The following table sets forth our gross profit and gross profit margin breakdown by
geographic area for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Chinese Mainland /H1118 19,017 23.6 33,040 25.6 47,263 30.6 33,206 31.4 60,131 34.4
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,681 31.2 10,795 34.6 46,542 37.4 30,237 38.3 36,044 43.3
– Germany /H1118/H1118/H1118/H11182,486 21.3 6,688 28.4 41,823 35.9 26,950 36.7 27,418 39.6
Americas /H1118/H1118/H1118/H1118/H1118/H11181,467 47.4 4,015 49.5 13,270 55.2 8,779 55.4 7,656 59.2
– United States /H1118 594 44.5 1,831 40.9 8,646 51.5 4,572 48.7 4,739 56.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,959 39.9 3,029 42.4 3,608 47.8 2,683 47.9 5,204 52.4
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,683 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down (2) /H1118/H1118/H1118(14,117) (12.9) (648) (0.4) (4,251) (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Notes:
(1) Primarily including other regions in Asia such as Malaysia and South Korea, as well as Australia.
(2) Primarily represents the provision made on inventories. See “Financial Information — Discussion of Key Items of
Consolidated Statements of Financial Position — Net Current Assets — Inventories.”
SUMMARY
–1 2–


--- page 23 ---
Our gross profit margin in Chinese Mainland was generally lower than those in the overseas
markets, as we adopted pricing policies based on our evaluation of the local market conditions,
including the customer profiles and competitive landscape, which resulted in a lower overall pricing
level in the Chinese Mainland. We assess factors such as expectations and affordability of local
customers in each region when determining our sales prices.
Gross Profit and Gross Profit Margin by Sales Channel
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Direct Sales
– System integrators
– Standardized
equipment
manufacturers /H1118/H1118/H111815,883 25.9 31,102 27.1 79,420 34.5 51,715 34.7 82,608 38.8
– Non-standardized
equipment
manufacturers /H1118/H1118/H11184,522 30.1 6,960 29.4 13,537 36.8 9,645 37.9 15,647 37.2
– Subtotal of system
integrators /H1118/H1118/H1118/H1118/H1118/H111820,405 26.7 38,062 27.5 92,956 34.8 61,360 35.2 98,255 38.5
– End users /H1118/H1118/H1118/H1118/H1118/H11186,367 24.8 7,803 35.1 10,571 43.6 8,843 47.3 5,106 46.3
Subtotal of direct
sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,773 26.3 45,865 28.5 103,528 35.6 70,203 36.4 103,361 38.9
Distributors /H1118/H1118/H1118/H1118/H1118/H11182,350 31.4 5,013 34.2 7,156 37.2 4,702 35.9 5,674 38.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,684 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down
(1) /H1118/H1118/H1118/H111814,117 (12.9) 648 (0.4) 4,251 (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Notes:
(1) Primarily represents the provision made on inventories. See “Financial Information — Discussion of Key Items of
Consolidated Statements of Financial Position — Net Current Assets — Inventories.”
The gross profit margin of both direct sales and sales to distributors generally increased
throughout the Track Record Period. The gross profit margin on sales to distributors was generally
higher than that of direct sales. This was primarily because a significant portion of the products sold
to distributors was precision motion platforms, which typically have a higher gross profit margin
due to their greater technological complexity.
Other Income and Gains
During the Track Record Period, our other income and gains primarily consisted of (i) interest
income, primarily representing interests from bank deposits and loans arising from daily operations
made to the then-associate of our Company; (ii) investment income from wealth management
products; (iii) investment income from time deposits; (iv) government grants, primarily
representing government subsidies we received in relation to our R&D projects; (v) gains from
disposal of subsidiaries, primarily representing the gains from the disposal of Shenzhen Niuer
Commercial Robot and its subsidiary, which primarily acted as an integrator focusing on
semiconductor industry. See “History, Development and Corporate Structure — Material
Acquisitions, Disposals and Mergers;” (vi) gains from disposal of a joint venture, representing the
SUMMARY
–1 3–


--- page 24 ---
gains from the disposal of Neura Robotics, which primarily engaged in the R&D of cutting-edge
robotics technologies. See “History, Development and Corporate Structure — Material
Acquisitions, Disposals and Mergers;” (vii) fair value gains on financial assets at fair value through
profit or loss; and (viii) foreign exchange gains, net, primarily arising from our sales to overseas
customers denoted in foreign currencies and bank deposits in foreign currencies. Our other income
and gains amounted to RMB13.5 million, RMB105.6 million, RMB15.4 million, RMB12.9 million
and RMB10.1 million in 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, respectively.
(Loss)/Profit for the Y ear/Period
We recorded a net profit in 2024 and an adjusted net profit (non-IFRS measure) in 2024 and
the nine months ended September 30, 2025, respectively, mainly due to revenue growth and
improved cost efficiency. During the Track Record Period, our revenue increased as our
technologies and products gained customer recognition, enabling economies of scale and more
effective cost control. We also reduced expenses through optimized sales and administrative
management. In addition, the disposal of a joint venture in 2023 lowered R&D expenses in 2024.
We incurred a net loss of RMB83.4 million in 2022, which turned to a net profit of RMB1.9
million in 2023, primarily due to (i) an increase in other income and gains from the disposal of
subsidiaries and a joint venture in 2023; and (ii) an increase in government grants, and (iii) an
increase in revenue primarily from sale of products.
Our net profit increased significantly from RMB1.9 million in 2023 to RMB17.9 million in
2024, primarily due to an increase in revenue generated from increased cobot sales, including
overseas markets; partially offset by the absence of one-off gains and foreign exchange gains
recorded in 2023.
We had a net profit of RMB9.0 million in the nine months ended September 30, 2024 and a
net loss of RMB15.6 million in the nine months ended September 30, 2025, mainly due to higher
listing expenses, partially offset by revenue growth.
See “Financial Information — Period-to-Period Comparison of Results of Operations.”
Selected Items from the Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial position
as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118460,362 517,121 485,691 485,009
Total non-current assets /H1118/H1118/H1118/H1118/H111831,057 67,094 130,872 195,222
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,419 584,215 616,563 680,231
Total current liabilities /H1118/H1118/H1118/H1118/H111879,410 100,571 117,552 138,884
Total non-current liabilities /H1118/H1118 7,016 5,579 2,752 13,254
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118380,952 416,550 368,139 346,125
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,426 106,150 120,304 152,138
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,993 478,065 496,259 528,093
SUMMARY
–1 4–


--- page 25 ---
For details on the accounting treatment of redemption rights and liquidation preference rights
of pre-IPO investments, see Note 31 to the Accountants’ Report set out in Appendix I to this
prospectus.
Our net current assets remained relatively stable at RMB368.1 million as of December 31,
2024 and RMB346.1 million as of September 30, 2025.
Our net current assets decreased by 11.6% from RMB416.6 million as of December 31, 2023
to RMB368.1 million as of December 31, 2024, primarily due to (i) a decrease in financial assets
at fair value through profit or loss of RMB44.2 million; (ii) a decrease in prepayments, deposits and
other receivables of RMB34.7 million; (iii) a decrease in time deposits with original maturity of
over three months (current) of RMB25.4 million; and (iv) an increase in trade payables of RMB21.8
million, partially offset by (i) an increase in trade and bills receivables of RMB42.0 million; (ii) an
increase in inventories of RMB17.3 million; and (iii) an increase in cash and cash equivalents of
RMB13.0 million.
Our net current assets increased by 9.3% from RMB381.0 million as of December 31, 2022
to RMB416.6 million as of December 31, 2023, primarily due to (i) an increase in cash and cash
equivalents of RMB71.1 million; (ii) an increase in time deposits with original maturity of over
three months (current) of RMB49.6 million; (iii) an increase in inventories of RMB22.7 million;
and (iv) an increase in trade and bills receivables of RMB21.7 million, partially offset by (i) a
decrease in prepayments, deposits and other receivables of RMB61.1 million; (ii) a decrease in
financial assets at fair value through profit or loss of RMB44.3 million; and (iii) an increase in trade
payables of RMB23.6 million.
Our net assets increased by 6.4% from RMB496.3 million as of December 31, 2024 to
RMB528.1 million as of September 30, 2025, primarily due to (i) the issue of shares in the nine
months ended September 30, 2025 of RMB23.0 million; and (ii) the equity-settled share award
expense of RMB24.7 million in the nine months ended September 30, 2025. These are partially
offset by our loss for the period of RMB15.6 million in the nine months ended September 30, 2025.
Our net assets increased by 3.8% from RMB478.1 million as of December 31, 2023 to RMB496.3
million as of December 31, 2024, primarily due to our profit for the year for 2024 of RMB17.9
million. Our net assets increased by 18.0% from RMB405.0 million as of December 31, 2022 to
RMB478.1 million as of December 31, 2023, primarily due an equity-settled share award expense
of RMB70.5 million in 2023.
Selected Items from the Consolidated Statements of Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash flows (used in)/from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118(153,460) (57,247) 11,917 18,512 (18,313)
Net cash flows from/(used in)
investing activities /H1118/H1118/H1118/H1118/H1118/H1118163,858 140,522 3,467 (40,672) (18,805)
Net cash flows from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H11189,858 (12,149) (3,247) (2,678) 17,444
Net increase/(decrease) in
cash and cash equivalents /H1118 20,256 71,126 12,137 (24,838) (19,674)
Cash and cash equivalents at
beginning of year/period /H1118/H1118/H111816,381 36,328 107,476 107,476 120,520
Cash and cash equivalents at
end of year/period /H1118/H1118/H1118/H1118/H1118/H111836,328 107,476 120,520 81,377 101,151
SUMMARY
–1 5–


--- page 26 ---
During the Track Record Period, we had net operating cash outflows of RMB153.5 million in
2022, RMB57.2 million in 2023 and RMB18.3 million in the nine months ended September 30,
2025, primarily due to the significant amounts of cost of sales and operating expenses incurred for
the provision of our products, carrying out R&D and selling and marketing activities, as well as
administrative management. We had net operating inflow of RMB11.9 million in 2024, primarily
due to our substantial revenue growth which surpassed the growth in our costs and expenses during
the year. See “Financial Information — Liquidity and Capital Resources.” The substantial revenue
growth from 2022 to 2024 was primarily a result of our increased sales volume of E Series cobots
to a major overseas customer in Europe, who was also our supplier during the Track Record Period
and who used to be a joint venture of the Group. See “Business — Our Customers” and “Business
— Our Suppliers.” The substantial revenue growth from the nine months ended September 30, 2024
to the same period in 2025 was primarily a result of our increased sales volume of E Series cobots
and S Series cobots to a broad customer base.
Our net operating cash flow fluctuated during the Track Record Period, which was partially
because there are often time lags between settlements to our suppliers and settlements from our
customers, resulting in possible cash flow mismatch. For the years ended December 31, 2022, 2023,
2024 and the nine months ended September 30, 2025, our trade and bills receivables turnover days
were 128.7 days, 122.4 days, 106.6 days and 118.3 days, respectively, which generally represented
the period of time since our products are delivered and accepted by the customers and up to the
settlement of amounts due from our customers. Meanwhile, during the same periods, our trade
payables turnover days were 114.8 days, 108.4 days, 107.1 days and 125.4 days, respectively, which
generally represented the period of time since we received and accepted materials and components
from our suppliers and up to our settlement of payment to them. This demonstrates that it generally
takes a relatively longer period for us to receive settlements from our customers, as compared to
the time it took us to settle our payments to suppliers. On the other hand, during the same periods,
our inventory turnover days were 276.1 days, 289.8 days, 213.5 days and 206.6 days, respectively,
which generally represented the period of time since the acquirement or production of the inventory
to the consumption or sales of these inventories. Relatively long inventory and trade receivables
turnover days indicated that cash was tied up in inventory and receivables for longer periods,
delaying the inflow of cash required for our operational expenses. We may experience cash flow
mismatch from time to time, which largely depend on our customers’ internal process for approving
payments to us, the credit terms and settlement period granted to us by our suppliers, the number
and scale of our contracts, and the efficiency of our consumption or sales of inventories.
We have adopted and plan to further adopt various measures to prevent cash flow mismatch.
See “Financial Information — Liquidity and Capital Resources — Net Cash (Used in)/From
Operating Activities.”
Key Financial Ratios
The following table sets forth our key financial ratios as of the date/for the periods indicated:
As of/Y ear ended December 31,
As of/Nine months ended
September 30,
2022 2023 2024 2024 2025
(Unaudited)
Revenue growth (%) (1) /H1118/H1118/H1118/H1118/H1118N/A 60.2 77.0 N/A 36.2
Gross profit margin (%) (2) /H1118/H1118 13.7 28.6 34.3 33.6 37.6
Net (loss)/profit margin
(%)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(76.2) 1.1 5.8 4.4 (5.5)
Adjusted net (loss)/profit
margin (non-IFRS
measure) (%)
(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64.4) 40.7 5.8 4.4 8.7
Current ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.8 5.1 4.1 N/A 3.5
Quick ratio (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.7 4.0 3.0 N/A 2.5
SUMMARY
–1 6–


--- page 27 ---
Notes:
(1) Revenue growth is calculated by subtracting the previous year’s/period’s revenue from the current
year’s/period’s revenue, dividing the result by the previous year’s/period’s revenue, multiplied by 100%.
(2) Gross profit margin equals gross profit for the period divided by revenue for the respective year/period and
multiplied by 100.0%.
(3) Net (loss)/profit margin equals the net (loss)/profit for the period divided by revenue for the respective
year/period and multiplied by 100.0%.
(4) Adjusted net (loss)/profit margin (non-IFRS measure) equals the adjusted net (loss)/profit (non-IFRS measure)
for the period divided by revenue for the respective year/period and multiplied by 100.0%.
(5) Current ratio equals total current assets as of the end of the year/period divided by total current liabilities as
of the same date.
(6) Quick ratio equals total current assets less inventories as of the end of the year/period divided by total current
liabilities as of the same date.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the granting of listing of, and permission to deal
in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may
be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option) and the H Shares to be converted from Domestic Unlisted Shares, on the basis that, among
other things, we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial
Company (as defined in the Listing Rules) with reference to our expected market capitalization at
the time of Listing, which based on the Offer Price, exceeds HK$4 billion.
OFFERING STATISTICS
The statistics in the following table are based on the assumption that (i) the Global Offering
has been completed and 80,785,000 H Shares are issued pursuant to the Global Offering and (ii) the
Offer Size Adjustment Option and the Over-allotment Option are not exercised.
Based on an Offer
Price of HK$17.00
per H Share
Market capitalization of our H Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$8,728.7
million
Market capitalization of our Shares (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$9,035.2
million
Unaudited pro forma adjusted net tangible asset per Share (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$3.56
Notes:
(1) The calculation of market capitalization is based on the 513,452,180 H Shares expected to be in issue immediately
upon completion of the Global Offering.
(2) The calculation of market capitalization is based on the 531,479,980 Shares expected to be in issue immediately upon
completion of the Global Offering.
(3) The unaudited pro forma net tangible assets per Share is arrived at after adjusting for the estimated net proceeds from
the Global Offering and on the basis that 531,479,980 Shares were in issue, assuming that the Global Offering has
been completed on September 30, 2025 but takes no account of any Shares which may be allotted and issued pursuant
to the exercise of the Over-allotment Option or any Shares which may be issued or repurchased by the Company.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB81.9 million (assuming an Offer Price of HK$17.00 per Offer Share and no
exercise of the Offer Size Adjustment Option or the Over-allotment Option), representing 6.8% of
the gross proceeds (assuming that the Offer Size Adjustment Option and the Over-allotment Option
are not exercised) of the Global Offering. We expect to incur listing expenses of RMB81.9 million,
of which RMB27.8 million is expected to be recognized in the consolidated statements of profit or
SUMMARY
–1 7–


--- page 28 ---
loss as administrative expenses and RMB54.1 million is expected to be recognized as a deduction
in equity directly upon the Listing. By nature, our listing expenses are composed of (i) underwriting
commission of RMB48.4 million, and (ii) non-underwriting related expenses of RMB33.5 million,
which consist of fees and expenses of legal advisors and the Reporting Accountant of RMB20.0
million and other fees and expenses of RMB13.5 million.
FUTURE PLANS AND USE OF PROCEEDS
Assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, after deducting the underwriting commissions and other estimated offering expenses
payable by us in connection with the Global Offering, we estimate that we will receive net proceeds
of approximately HK$1,280.4 million from the Global Offering. We intend to use the proceeds from
the Global Offering for the purposes and in the amounts set forth below:
 Approximately 55.0% of the net proceeds, or approximately HK$704.2 million, will be
used for deepening our R&D capabilities in the next five years.
 Approximately 20.0% of the net proceeds, or approximately HK$256.1 million, will be
used for our global business development to strengthen our market leadership in the next
five years.
 Approximately 15.0% of the net proceeds, or approximately HK$192.1 million, will be
used for upgrading and expanding our production capabilities in the next five years.
 Approximately 10.0% of the net proceeds, or approximately HK$128.0 million, will be
used for working capital and general corporate purposes.
See “Future Plans and Use of Proceeds.”
DIVIDENDS AND DIVIDEND POLICY
During the Track Record Period, no dividend has been paid or declared by our Company. Any
declaration and payment, as well as the amount of dividends, will be subject to our Articles of
Association and the relevant PRC laws. We currently do not have any dividend policy or fixed
dividend pay-out ratio. No dividend shall be declared or payable except out of our profits and
reserves lawfully available for distribution. As confirmed by our PRC Legal Advisor, according to
relevant PRC laws, any future net profit that we make will have to be first applied to make up for
our historically accumulated losses, after which we will be obliged to allocate 10% of our net profit
to our statutory common reserve fund until such fund has reached more than 50% of our registered
capital. We will, therefore, only be able to declare dividends after: (i) all our historically
accumulated losses have been made up for; and (ii) we have allocated sufficient net profit to our
statutory common reserve fund as described above.
UNAUDITED PRELIMINARY FINANCIAL INFORMATION FOR THE YEAR ENDED
DECEMBER 31, 2025
The preliminary financial information of our Group as of and for the year ended December 31,
2025 as set out in Appendix IIA to this prospectus, which is prepared in compliance with the content
requirements as for preliminary results announcements under Rule 13.49 of the Listing Rules, have
been agreed by the Reporting Accountants, to the amounts set out in the draft consolidated financial
statements of our Group for the year ended December 31, 2025, following with their work under
Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary Announcements of
Annual Results” issued by the Hong Kong Institute of Certified Public Accountants.
SUMMARY
–1 8–


--- page 29 ---
RECENT DEVELOPMENTS
Performance Post Track Record Period
Post the Track Record Period and up to the Latest Practicable Date, we had maintained steady
growth in both our business operations and financial performance. We continue to launch new
products and invest in R&D projects to expand our business and advance our technologies following
the Track Record Period. In September 2025, we launched the Elfin High-Speed Edition, a
customized version of our E series which delivers a maximum joint speed of 370° per second and
up to 1.5 times acceleration, making it well-suited for deployment on production lines with
demanding production cadence requirements. Also in September 2025, we introduced the S60
model, a newly customized version which supports a maximum rated payload of 60 kilograms and
an arm reach of 2.2 meters, while maintaining a 48V low-voltage power supply, ensuring both
energy efficiency and operational safety. In addition, in 2025, we developed a high power density,
ultra-low vibration and jitter modular drive motor for humanoid robots, which is designed for use
in industrial applications. Subsequent to the Track Record Period and up to the Latest Practicable
Date, we had engaged over 160 new customers.
Our business model, revenue structure and cost structure generally remained unchanged
subsequent to the Track Record Period. Based on our unaudited financial information for the year
ended December 31, 2025, our revenue demonstrated steady growth, increasing by 24.6% from
RMB310.4 million in 2024 to RMB386.9 million in 2025. Our gross profit margin increased from
34.3% in 2024 to 37.6% in 2025. We recorded loss for the year of approximately RMB29.9 million
in 2025, primarily due to increases in listing expenses, share-based payment and R&D expenses.
See Appendix IIA to this prospectus. We had adjusted net profit (non-IFRS measure) for the year,
defined as (loss)/profit for the year adjusted by adding back share-based payment expenses and
listing expense, of RMB17.9 million in 2024 and RMB25.7 million in 2025.
International Regulatory Changes
Since early 2025, the U.S. government has implemented a series of tariffs affecting imports
of goods originating from China. Beginning in February 2025, a baseline tariff was imposed on all
China-origin goods and was subsequently increased in March 2025. In April 2025, the U.S. further
announced reciprocal tariffs applicable to China, which were later adjusted through bilateral
consultations between the U.S. and China. Following the ruling of the U.S. Supreme Court and
pursuant to the relevant executive orders and official notices issued by the U.S. government, all
tariffs previously imposed under the International Emergency Economic Powers Act (“ IEEPA”)
became inactive as of February 24, 2026. In lieu thereof, the U.S. President Trump announced an
across-the-board global tariff pursuant to Section 122 of the Trade Act of 1974, initially set at 10%
for a period of 150 days and subsequently increased to 15%, with effect from February 24, 2026.
Accordingly, as of the Latest Practicable Date, a 15% tariff applies to goods imported into the
United States from China, including our cobots and related products. Such tariff arrangement is
temporary in nature and remains subject to further regulatory developments and policy changes.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our revenue
generated from products that were directly exported to the U.S. was RMB1.3 million, RMB4.5
million, RMB16.8 million, RMB9.4 million and RMB8.3 million, respectively, accounting for
approximately 1.2%, 2.6%, 5.4%, 4.6% and 3.0% of our total revenue for the respective year/period.
All additional tariffs on our exports to the U.S. are contractually borne by our customers in
accordance with the terms of our sales agreements. In addition, to the best of our knowledge, we
are not aware of any instance where customers domiciled outside the U.S. have re-routed products
purchased from us into the U.S. market and thereby become subject to U.S. tariffs. Based on the
foregoing and considering (i) our revenue generated from products that were directly exported to
the U.S. only accounted for an insignificant portion our total revenue during the Track Record
Period; (ii) we had not experienced any order cancellations (including from U.S. customers) and,
despite a temporary suspension of product delivery for a limited number of orders in April and May
2025 for cobots amounted to approximately RMB1.7 million due to the then-prevailing tariff rate,
all such product deliveries had been fulfilled in a timely manner in June 2025 as the tariff rate went
SUMMARY
–1 9–


--- page 30 ---
down; (iii) we did not observe any significant decline in demand from customer who may rely on
export sales of their finished products to the U.S., or non-U.S. customers who did not rely on
exports to the U.S., due to impacts of tariff; and (iv) we have been proactively expanding into other
overseas markets outside of the U.S. while closely monitoring changes in laws and policies in
relevant countries with a strong focus on compliance risks, our Directors do not believe we had been
materially and adversely affected by U.S. tariffs, whether directly or indirectly, for uncertainties
associated with tariff development as of the Latest Practicable Date.
Export Control Implication
We have procured certain software that are of U.S. origin during the Track Record Period for
developing our products. We have also incorporated certain U.S. origin chips into our products
during the Track Record Period. Such software and chips are classified as EAR99, which refers to
items subject to the U.S. Export Administration Regulations (the “ EAR”) that are not specifically
listed on the Commerce Control List and can be exported without a license to countries other than
comprehensively sanctioned countries. We incorporate all procured products into our products only
in China and we do not use them for any restricted use. As advised by our Export Control and OIR
Counsel, given that we did not sell our products to any comprehensively sanctioned countries, the
EAR99 chips incorporated in our products do not result in our products containing any controlled
U.S.-origin items that would subject our products to the EAR. Moreover, using only U.S.-origin
software classified as EAR99 does not subject our products to the EAR as our products would not
satisfy the product scope of any relevant foreign direct product rules. As such, no U.S. export
license is required to export, re-export or transfer (in-country) our own products, whether to China
or other destinations.
Furthermore, as advised by our Export Control and OIR Counsel, the EAR does not impose
license requirements on purchasers or importers of U.S. origin software, but only on the exporters,
re-exporters or transferors. Our procurement activities thus are not subject to license requirements
imposed by the U.S. Department of Commerce, Bureau of Industry and Security (“ BIS”).
U.S. OUTBOUND INVESTMENT RESTRICTIONS
On October 28, 2024, the U.S. government issued the Provisions Pertaining to U.S.
Investments in Certain National Security Technologies and Products in Countries of Concern, 31
C.F.R. Part 850 (the “ Outbound Investment Rules ”). Pursuant to the Outbound Investment Rules,
unless an exception applies, U.S. persons are prohibited from engaging in, or are required to notify
the U.S. Department of the Treasury (“ Treasury ”) of, certain transactions involving a “covered
foreign person.” Covered foreign persons are defined as entities with connections to China or the
Special Administrative Regions of Hong Kong and Macau, which is engaged in a “covered activity”
involving sensitive technologies and products in (i) semiconductors and microelectronics (as
defined below), (ii) quantum information technologies, which generally involves developing
quantum computers, quantum sensing platforms, and quantum communication or networking
systems; and (iii) artificial intelligence sectors (as defined below).
Our Directors, taking into account our Export Control and OIR Counsel’s advice, are of the
view that the Company is not a covered foreign person under the Outbound Investment Rules, as
we do not engage in any covered activity involving the sectors mentioned above. Specifically, as
advised by our Export Control and OIR Counsel:
 we do not engage in any covered activity relating to the semiconductor and
microelectronics sector. Specifically, in each case as defined under the Outbound
Investment Rule, we do not participate in (a) the development or production of
electronic design automation software for the design of integrated circuits (“IC”) or
advanced packaging; (b) the development or production of semiconductor fabrication or
advanced packaging equipment; or (c) the design, fabrication, or packaging of certain
advanced integrated circuits, as we do not engage in any IC design, fabrication or
packaging activities, nor do we develop or produce any automation software or
equipment for the purpose thereof;
SUMMARY
–2 0–


--- page 31 ---
 we do not engage in any covered activity relating to the artificial intelligence sector, as
our development and manufacturing of collaborative robots do not amount to the
development of an “AI system,” which, as defined in the Outbound Investment Rules,
refers to a machine-based system that is capable of (i) using data inputs to perceive real
and virtual environments, (ii) abstracting such perceptions into models through
automated or algorithmic statistical analysis, and (iii) using model inference to make a
classification, prediction, recommendation or decision. Our HRC embodied intelligence
control platform, although capable of perceiving objects in the operating environment
through visual sensors and therefore may satisfy the perceptual element described in
criterion (i), does not abstract environmental perceptions into models, nor does it
perform any form of model-based inference to make any classification, prediction,
recommendation or decision as contemplated under criterion (ii) and (iii). Instead, the
cobots operate solely by executing pre-defined logic, parameters and operational
instructions that are determined and configured by human operators in advance, without
learning, adaptation or autonomous reasoning, and thus do not meet the definitional
elements of an “AI system” under the Outbound Investment Rules. We have also not
developed other AI modules used for robotic system control that fall within the scope of
the Rules;
 no Group entity otherwise engages in any covered activity in the quantum information
technologies, which generally cover activities including (a) the development of
supercomputer; (b) the development of quantum computer or certain quantum platform
or network; (c) the development of certain AI systems for military, government
intelligence or mass-surveillance end use;
 no Group entity has a voting or equity interest, board seat, or certain powers with respect
to any covered foreign person, where more than 50 percent of our annual revenue, net
income, capital expenditure or operating expenses (both individually and aggregated
across such entities) is attributable to covered foreign persons; and no entity within our
Group participates in any joint venture that engages in a “covered activity.”
Therefore, as advised by our Export Control and OIR Counsel, we are not a covered foreign
person and we do not expect the Outbound Investment Rules and related restrictions to have a
material adverse impact on our business operation, financial performance and our ability to obtain
investment.
Furthermore, the Outbound Investment Rules contain a number of excepted transactions,
including investments in publicly traded securities, denominated in any currency, that trade on a
securities exchange or over-the-counter in any jurisdiction (the “Publicly Traded Securities
Exception”). Accordingly, even if we are deemed a covered foreign person by the Treasury,
following the completion of the Global Offering, it is expected that U.S. persons will be able to
invest in our H Shares in reliance on the Publicly Traded Securities Exception, so long as such
investments do not afford a U.S. person rights that exceed standard minority shareholder
protections.
On December 23, 2025, the U.S. Department of the Treasury published additional frequently
asked questions (the “FAQs”) on the Outbound Investment Rules. Among other things, FAQ X.4
clarifies that, absent additional facts, where a U.S. person acquires an equity interest in a covered
foreign person and, at the time of such acquisition, the equity interest is publicly traded, such equity
interest falls within the description of a “publicly traded security” under 31 C.F.R. Part 850,
regardless of when any agreement to make such investment was entered into. The FAQs therefore
provide additional guidance on the scope and application of the Publicly Traded Securities
Exception. As advised by our Export Control and OIR Counsel, and taking into account the
guidance provided in the FAQs, because we believe the Company is not a “covered foreign person”
under the Outbound Investment Rules, the publication of the FAQs does not change the applicability
or operation of the Publicly Traded Securities Exception with respect to investments in our H
Shares. Accordingly, the impact of the Publicly Traded Securities Exception on investments in our
H Shares by U.S. persons remains unchanged before and after the issuance of the FAQs.
For completeness, neither the Outbound Investment Rules nor the FAQs define the precise
time at which an acquisition is deemed to occur. As advised by our Export Control and OIR
Counsel, it is reasonable to conclude that an acquisition of H Shares by investors occurs upon
settlement, at which time the investors receive the H Shares. To the extent that settlement of H
SUMMARY
–2 1–


--- page 32 ---
Shares purchased by U.S. persons occurs after 9:00 a.m. on the Listing Date, such H Shares would
be publicly listed and traded at the time of acquisition. However, where settlement occurs prior to
9:00 a.m. on the Listing Date, when the H Shares are not yet publicly listed and traded (including,
for example, settlement of the Hong Kong Offer Shares), it remains uncertain whether the Publicly
Traded Securities Exception under the Outbound Investment Rules would be applicable. See
“Regulatory Overview – Other Laws and Regulations – U.S. Outbound Investment Rules.”
IMPACTS OF COVID-19
The COVID-19 pandemic did not have any material adverse effect on our business operations
or financial performance during the Track Record Period, given that (i) we had remained stable
manufacturing operations and ensured all essential business functions continued without significant
interruption, and had implemented appropriate health and safety measures in accordance with
government guidelines, enabling both production and administrative teams to operate effectively,
whether onsite or through remote working arrangements as necessary; and (ii) our supply chain and
logistics arrangements had remained stable without significant interruptions to our product delivery.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that up to the date of this Prospectus there has been no material
adverse change in our financial or trading position or prospects since September 30, 2025 (being
the date of our latest audited financial statements) and there has been no event since September 30,
2025 which would materially affect the information shown in the Accountants’ Report in Appendix
I to this Prospectus.
SUMMARY
–2 2–


--- page 33 ---
In this Prospectus, unless the context otherwise requires, the following terms and
expressions have the meanings set forth below. Certain other terms are explained in
“Glossary of Technical Terms” in this Prospectus.
“Accountants’ Report” the accountants’ report of our Company for the Track
Record Period, as included in Appendix I to this prospectus
“Acting in Concert Agreement” the concert party agreement dated April 30, 2025 entered
into by and amongst Mr. Wang and Mr. Zhang
“affiliate” 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 of Association” or
“Articles”
the articles of association of our Company adopted on May
29, 2025 as amended, which shall become effective on the
Listing Date, a summary of which is set out in Appendix III
in this Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of Directors of our Company
“Board Committee(s)” the board committees of the Company
“Business Day” a day on which banks in Hong Kong are generally open for
normal business to the public and which is not a Saturday,
Sunday or public holiday in Hong Kong
“Capital Market Intermediaries” the capital market intermediaries as named in the section
headed “Directors and Parties Involved in the Global
Offering” of this Prospectus
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“China” or “PRC” the People’s Republic of China excluding, for the purpose of
this Prospectus, Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) as amended, supplemented or otherwise modified
from time to time
DEFINITIONS
–2 3–


--- page 34 ---
“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
“Company”, “our Company” or
“the Company”
Guangdong Huayan Robotics Co., Ltd. (ٰ
ʮ̡) (previously known as Guangdong Huayan
Robotics Co., Ltd. (ʮ̡) and
Shenzhen Dazu Robot Co., Ltd. (ʮ
̡)), a limited liability company incorporated in the PRC on
September 7, 2017 and converted into a joint stock limited
liability company on May 22, 2025
“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 Shareholder(s)” has the meaning ascribed to it under the Listing Rules and
unless the context otherwise requires, refers to Mr. Wang,
Mr. Zhang, Zhirentuan Tech, Zhirentuan, Zhirenxing,
Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and
Zhirenyun, which are regarded as a group of Controlling
Shareholders, details of which are set out in the section
headed “Relationship with Our Controlling Shareholders” in
this prospectus
“Conversion” the conversion of the Company into a joint stock company,
details of which are set out in the section headed “History,
Development and Corporate Structure — Corporate
Development — Joint Stock Conversion” in this Prospectus
“Conversion of Unlisted Shares
into H Shares”
the conversion of Unlisted Shares into H shares, details of
which are set out in the section headed “Share Capital —
Conversion of Unlisted Shares into H Shares” in this
Prospectus
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“CSDCC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ)
“Director(s)” or
“our Director(s)”
the director(s) of our Company
“EIT” enterprise income tax
“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Ά
جadopted by the Tenth National People’s
Congress on March 16, 2007, and effective on January 1,
2008
DEFINITIONS
–2 4–


--- page 35 ---
“Employee Incentive Platform(s)” Zhirenxing, Zhirenle, Zhirenju, Zhirenxue, and/or
Zhirenyun, as the context may require
“Exchange Participant” a person (a) who, in accordance with the Listing 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 caused by a super typhoon as announced
by the government of Hong Kong
“Founders” the founders of the Company, namely Mr. Wang and
Mr. Zhang
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent market research and consulting company
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group”, “our Group”,
“we” or “us”
our Company and our subsidiaries
“Guide for New Listing
Applicants” or “Guide”
the Guide for New Listing Applicants issued by the Hong
Kong Stock Exchange, as amended, supplemented or
otherwise modified from time to time
“H Share(s)” Ordinary share(s) in the share capital of our Company with
a nominal value of RMB0.2 each, which is/are to be
subscribed for and traded in HK dollars and to be listed on
the Hong Kong Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“Han’s Laser” Han’s Laser Technology Industry Group Co., Ltd. ( ɽૄዧΈ
ʮ̡), a company established under
the laws of the PRC and listed on the Shenzhen Stock
Exchange (stock code: 002008), one of our Pre-IPO
Investors and substantial shareholders
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name by submitting applications online
through the designated website at www.hkeipo.hk
“HK eIPO White Form Service
Provider”
the HK eIPO White Form service provider designated by
our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
DEFINITIONS
–2 5–


--- page 36 ---
“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 from time to
time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“HKSCC Rules” the General Rules of HKSCC and as may be amended or
modified from time to time and where the context so
permits, shall include the Operational Procedures of
HKSCC
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars,”
“HK dollars” or “HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the 4,039,400 H Shares offered by us for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
(subject to reallocation as described in the section headed
“Structure of the Global Offering” in this Prospectus)
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price on and subject
to the terms and conditions in this Prospectus
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Underwriters” the underwriters listed in the paragraph headed “Hong Kong
Underwriters” in the section headed “Underwriting” in this
Prospectus, being the underwriters of the Hong Kong Public
Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated March 19, 2026 relating
to the Hong Kong Public Offering entered into by the
Company, Mr. Wang, Mr. Zhang, Zhirentuan, the Joint
Sponsors, the Overall Coordinators, and the Hong Kong
Underwriters, as further described in “Underwriting —
Underwriting arrangements and expenses — The Hong
Kong Public Offering — Hong Kong Underwriting
Agreement”
DEFINITIONS
–2 6–


--- page 37 ---
“Huayan Robotics Technology” Shenzhen Huayan Robotics Technology Co., Ltd ( ଉέ̹ശ
ʮ̡), a limited liability company
established under the laws of the PRC on June 9, 2021, one
of our subsidiaries
“IFRS” the International Financial Reporting Standards, which
include standards, amendments and interpretations
promulgated by IASB and the International Accounting
Standards (IAS) and interpretations issued by the
International Accounting Standards Committee (IASC)
“Independent Third Party(ies)” any entity(ies) or person(s) who is not a connected person of
our Company within the meaning of the Hong Kong Listing
Rules
“International Offer Shares” the 76,745,600 H Shares initially offered by our Company
pursuant to the International Offering (subject to
reallocation as described in the section headed “Structure of
the Global Offering” in this Prospectus) 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 the Over- allotment Option
“International Offering” the offer of the International Offer Shares (a) in the United
States solely to QIBs pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of
the U.S. Securities Act or (b) outside the United States in
offshore transactions in reliance on Regulation S, at the
Offer Price, 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” in this Prospectus
“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, which is expected to be entered into by, among
others, our Company, Mr. Wang, Mr. Zhang, Zhirentuan, the
Joint Sponsors, the Overall Coordinators and the
International Underwriters on or about March 26, 2026
“Jiutian Power Technology” Guangdong Jiutian Power Technology Co., Ltd. (ɘ˂
ʮ̡), a limited liability company established
under the laws of the PRC on September 24, 2020 and one
of our subsidiaries
“Joint Bookrunners” the joint bookrunners as named in the “Directors and Parties
Involved in the Global Offering” section in this Prospectus
DEFINITIONS
–2 7–


--- page 38 ---
“Joint Global Coordinators” the joint global coordinators as named in the “Directors and
Parties Involved in the Global Offering” section in this
Prospectus
“Joint Lead Managers” the joint lead managers as named in the “Directors and
Parties Involved in the Global Offering” section in this
Prospectus
“Joint Sponsors” the joint sponsors as named in the “Directors and Parties
Involved in the Global Offering” section in this Prospectus
“Latest Practicable Date” March 10, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
Prospectus prior to its publication
“Listing” listing of the H Shares on the Main Board of the Hong Kong
Stock Exchange
“Listing Committee” the Listing Committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Monday, March 30,
2026, on which our H Shares are listed and from which
dealings therein are permitted to take place on the Hong
Kong Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on the Hong
Kong Stock Exchange, 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 Growth Enterprise
Market of the Hong Kong Stock Exchange
“Ministry of Finance” or “MOF” the Ministry of Finance of the PRC (݁
௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Mr. Wang” Mr. Wang Guangneng ( ˮΈঐ), one of the Founders and
Controlling Shareholders, an executive Director, the
chairperson of the Board and the general manager of the
Company
“Mr. Zhang” Mr. Zhang Guoping ( ੵ਷̻), one of the Founders and
Controlling Shareholders, an executive Director and the
chief technology officer of the Company
“Nomination Committee” the nomination committee of the Board
DEFINITIONS
–2 8–


--- page 39 ---
“NDRC” the National Development and Reform Commission of the
PRC (ึ)
“Offer Price” HK$17.00, being the 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 Hong Kong
Offer Shares are to be subscribed for pursuant to the Hong
Kong Public Offering and International Offer Shares are to
be offered pursuant to the International Offering
“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 the Over-allotment Option
“Offer Size Adjustment Option” the option under the International Underwriting Agreement,
exercisable by the Overall Coordinators at their absolute
discretion (on behalf of the International Underwriters)
prior to the execution of the International Underwriting
Agreement, pursuant to which the Company may issue and
allot up to an aggregate of 12,117,600 additional H Shares
(representing in aggregate approximately 15% of the Offer
Shares initially being offered under the Global Offering
assuming the Over-allotment Option is not exercised) at the
Offer Price, to cover additional market demand in the
International Offering, if any, as described in the section
headed “Structure of the Global Offering — Offer Size
Adjustment Option”
“Overall Coordinators” the overall coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” of
this Prospectus
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators on behalf of the International Underwriters
pursuant to the International Underwriting Agreement,
pursuant to which our Company may be required to allot and
issue up to an aggregate of 12,117,600 additional H Shares
at the Offer Price (representing in aggregate approximately
15% of the Offer Shares initially being offered under the
Global Offering assuming the Offer Size Adjustment Option
is not exercised at all) or up to an aggregate of 13,935,200
additional H Shares (representing approximately 15% of the
Offer Shares initially available under the Global Offering
assuming the Offer Size Adjustment Option is exercised in
full) to, cover over allocations in the International Offering,
if any, further details of which are described in the section
headed “Structure and Conditions of the Global Offering” in
this Prospectus
DEFINITIONS
–2 9–


--- page 40 ---
“Overseas Listing Trial Measures” the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies and five
supporting guidelines ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍
ˏ)
“Pathfinder SII(s)” has the meaning ascribed thereto under the Guide
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Company Law” the Company Law of the People’s Republic of China ( ʕശ
جas amended, supplemented or otherwise
modified from time to time
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC Government” or “State” the central government of the PRC, including all
governmental subdivisions (including principal, municipal
and other regional or local government entities) and
instrumentalities
“PRC Legal Advisor” King & Wood Mallesons, our legal advisor as to PRC laws
“PRC Securities Law” the Securities Law of the People’s Republic of China ( ʕശ
ج)
Pre-IPO Investment(s)” the investment(s) in our Company undertaken by the Pre-
IPO Investors pursuant to the respective equity transfer
agreement(s) and capital increase agreement(s), details of
which are set out in the section headed “History,
Development and Corporate Structure” in this Prospectus
“Pre-IPO Investor(s)” the investor(s) who has invested in our Company under the
Pre-IPO Investment, details of which are set out in the
section headed “History, Development and Corporate
Structure” in this Prospectus
“Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“Province” each being a province or, where the context requires, a
provincial-level autonomous region or municipality under
the direct supervision of the central government of the PRC
“Qualified Institutional Buyer” or
“QIB”
a qualified institutional buyer within the meaning of Rule
144A under the U.S. Securities Act
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
DEFINITIONS
–3 0–


--- page 41 ---
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SA T” the State Administration of Taxation of the PRC (೼ਕ
ᐼ҅)
“Securities and Futures Ordinance”
or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai-Hong Kong Stock
Connect”
a securities trading and clearing links program developed by
the Hong Kong Stock Exchange, Shanghai Stock Exchange,
HKSCC and CSDCC for the establishment of mutual market
access between Hong Kong and Shanghai, including
Southbound Trading and Northbound Trading
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB0.2 each, referring to Unlisted Shares
before the Listing and H Shares following the Listing
“Shareholder(s)” holder(s) of the Share(s)
“share-based payment” expenses that are non-cash in nature and represent the
arrangement under which we receive services from
employees as consideration for our equity instruments.
Share-based payment expenses are not expected to result in
future cash payments
“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 CSDCC for the establishment
of mutual market access between Hong Kong and Shenzhen
“Sophisticated Independent
Investor(s)”
has the meaning ascribed thereto under the Guide
“Specialist Technology” has the meaning ascribed thereto under Chapter 18C of the
Listing Rules
“Specialist Technology Companies” has the meaning ascribed thereto under Chapter 18C of the
Listing Rules
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–3 1–


--- page 42 ---
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-back
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Track Record Period” the years ended December 31, 2022, 2023 and 2024 and the
nine months ended September 30, 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context may
require
“Unlisted Share(s)” ordinary share(s) in the share capital of our Company, with
a nominal value of RMB0.2 each, which are not listed on
any stock exchange
“U.S.” or “United States” the United States of America, its territories, its possessions
and all areas subject to its jurisdiction
“U.S. dollar”, “US$” or “USD” United States dollar, the lawful currency of the United
States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time, and
the rules and regulations promulgated thereunder
“Xianzhikong” Shenzhen Xianzhikong Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹ᘠ౽છΆุ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on September 4, 2020, one of our Shareholders ultimately
controlled by Mr. Wang
“Zhirenju” Shenzhen Zhirenju Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹౽ɛၳΆุ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on May 16, 2025, one of our Employee Incentive Platforms
“Zhirenle” Shenzhen Zhirenle Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹౽ɛᆀΆุ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on May 7, 2025, one of our Employee Incentive Platforms
“Zhirentuan” Sichuan Zhirentuan Enterprise Management Partnership
(Limited Partnership) ( ̬ʇ౽ɛྠΆุ၍ଣΥྫΆุ(ࠢ
Υྫ)), a limited liability partnership established in PRC on
April 29, 2020, one of our Shareholders ultimately
controlled by Mr. Wang
DEFINITIONS
–3 2–


--- page 43 ---
“Zhirentuan Tech” Shenzhen Zhirentuan Technology Co., Ltd. ( ଉέ̹౽ɛྠ
ʮ̡), a limited liability company established in
the PRC on June 19, 2020, one of our Controlling
Shareholders
“Zhirenxing” Shenzhen Zhirenxing Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹౽ɛБΆุ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on March 25, 2021, one of our Employee Incentive
Platforms
“Zhirenxue” Shenzhen Zhirenxue Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹౽ɛኪΆุ၍ଣΥྫΆุ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on May 9, 2025, one of our Employee Incentive Platforms
“Zhirenying” Foshan Zhirenying Enterprise Management Partnership
(Limited Partnership) (Υྫ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on April 18, 2025, one of our Shareholders ultimately
controlled by Mr. Wang
“Zhirenyun” Shenzhen Zhirenyun Enterprise Management Partnership
(Limited Partnership) (Υྫ(Ϟ
Υྫ)), a limited liability partnership established in PRC
on May 20, 2025, one of our Employee Incentive Platforms
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures preceding them. Any discrepancies in any table or chart between the total
shown and the sum of the amounts listed are due to rounding.
For ease of reference, the names of the PRC established companies or entities, laws or
regulations have been included in this Prospectus in both the Chinese and English languages and
in the event of any inconsistency, the Chinese versions shall prevail.
DEFINITIONS
–3 3–


--- page 44 ---
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.
“absolute positioning accuracy” or
“absolute accuracy”
the precision with which a robot can move to a specific point
in its workspace relative to a fixed coordinate system
“anti-interference capabilities” features designed to minimize or eliminate the impact of
external disturbances on a system
“API” application programming interface, a software interface that
allows external programs, systems, or users to communicate
with and control a cobot
“axis” indicates a degree of freedom, where increasing the number
of axes allows the cobot to access a greater amount of space
by giving it more degrees of freedom
“backlash” the clearance or lost motion in a mechanical system caused
by gaps between the parts, often seen in gear trains
“bus communication” a system that transfers data between components within a
computer or between computers
“CAGR” compound annual growth rate
“circular motion accuracy” the precision with which an object can maintain a consistent
path along a circular trajectory
“closed-loop cycle” a control process that continuously adjusts actions based on
real-time sensor feedback
“CNC” computerized numerical control, the automated control of
machine tools by a computer
“cogging” the phenomenon where a motor experiences a jerky, uneven
motion or a tendency to lock into certain positions,
especially at low speeds
“collaborative robots” or “cobots” robots with operational robotic arms intended for direct
human-robot interaction or collaboration within a shared
space or where humans and robots are operating in
proximity
“collision detection algorithms” computational methods used to determine if, when, and
where two or more objects intersect in virtual space,
commonly used in computer graphics, robotics and video
games
GLOSSARY OF TECHNICAL TERMS
–3 4–


--- page 45 ---
“communication protocol” a system of rules that allows two or more entities of a
communications system to transmit information
“direct-drive motors” motors that directly drive the load without the need for
mechanical transmission elements such as gearboxes or
belts, enhancing efficiency and reducing moving parts
“DOF” degrees of freedom, the number of independent movements
a mechanical system can perform, typically involving
translational and rotational motions
“electromagnetic interference” disruption caused by electromagnetic fields affecting the
performance of electronic devices
“encoder” a feedback device that converts mechanical motion into
signals to measure position, speed and direction
“EtherCA T” Ethernet for Control Automation Technology, a high-
performance, low-cost ethernet-based fieldbus system, i.e.,
a standardized industrial communication network that
enables real-time data exchange between controllers and
field-level devices, used for real-time distributed control
applications
“FPGA” field-programmable gate array, a type of configurable
integrated circuit that can be repeatedly programmed after
manufacturing
“frameless torque motors” electric motors that are directly integrated into joints
without an external casing or interface, delivering high
torque at low speeds and enabling precise and repeatable
motion in cobots, humanoid robots and automotive systems
“Full-Stack Capabilities” a concept that is in line with industry norm, as advised by
Frost & Sullivan, which refers to a cobot company’s
comprehensive capabilities covering all aspects of cobot
R&D and manufacturing, from hardware, consisting of core
motion components and cobot bodies, to software (HRC
Embodied Intelligence Control Platform) that controls
cobots
“HRC” human robot collaboration, the synergistic partnership
between humans and robots working together to achieve
shared goals or tasks
“harmonic reducer” a highly specialized gear mechanism designed for precise
motion control, delivering high torque, compact size, and
exceptional efficiency
“intelligent welding” welding operations where cobots carry out or assist in
joining metal components with controlled trajectories and
programmed parameters to improve consistency and
efficiency
GLOSSARY OF TECHNICAL TERMS
–3 5–


--- page 46 ---
“IP66” and “IP68” an international ingress protection rating defined under IEC
60529
”joint modules” integrated assemblies combining a motor, a servo driver and
a speed reducer to drive and control robotic joints, widely
used in robotics, automation and industrial applications
“KCs” Korea Certification for safety
“kHz” kilohertz, which is a unit of frequency equal to 1,000 hertz
“kinematic structure” the arrangement and motion of parts in a mechanical system,
describing the geometry of motion without considering the
forces causing it
“lateral edge effects” phenomena occurring at the edges of a material or structure
that can influence its overall behavior, often seen in fields
like material science and engineering
“logistics palletizing” stacking, sorting or arranging goods and packages onto
pallets for storage or transportation within warehouses or
production facilities
“machine tending” the operation of loading and unloading materials,
components or finished parts to and from equipment such as
CNC machines, injection-moulding machines or stamping
machines
“metal and machining” general industrial processes involving metal processing
activities such as cutting, drilling or shaping, as well as
auxiliary tasks including machine loading and unloading,
workpiece handling and material transfer
“motion dead zone” a range in which small input movements do not produce any
response from the system, resulting in a lack of motion until
the input exceeds a certain threshold
“ms” millisecond, one thousandth of a second (0.001 second)
“nm” nanometer, one billionth of a meter
“optical instrument” a device that uses light for high-precision inspection,
measurement or detection
“palletizing” the process of arranging items onto a pallet for efficient
storage, handling, and transportation
“PCB” printed circuit board, a critical internal component that
connects and controls the electronic systems of the cobot
GLOSSARY OF TECHNICAL TERMS
–3 6–


--- page 47 ---
“precision machining” higher-accuracy manufacturing processes, where cobots
support tasks requiring consistent positioning, repeatability
and handling of small or delicate components
“precision motion platforms” advanced mechanical platforms capable of ultra-small, high-
precision movements, enabling stable and accurate multi-
axis motion for applications such as gene sequencing,
optical communications, nano-scale 3D printing and
semiconductor manufacturing
“ROS” robot operating system
“repeatability accuracy”,
“repeat positioning accuracy” or
“repeatability”
the ability of a system to return to a specific position or state
consistently over multiple attempts
“sensor” a device that detects physical conditions and converts them
into signals for monitoring and control
“servo drives” motion control devices that regulate position, speed and
force with high precision, and are primarily used in
applications such as laser marking and semiconductor
packaging and testing
“speed reducer” a mechanical component that reduces motor speed and
increases torque for stable and precise motion
“TCP” tool center point, the exact point in space that represents the
tip or active end of a cobot’s tool and is used by the cobot
to calculate and control the position and orientation of the
tool during movement
“TOF” Time-of-Flight, a sensing technology used to measure
distance or detect objects based on the time it takes for a
signal, such as laser, to travel to an object and reflect back
to the sensor
“thermal drift” the gradual change in the performance or output of a device
due to variations in ambient temperature
“torque” force that causes an object to rotate around an axis,
essentially a twisting force that can be thought of as the
rotational equivalent of linear force
“trajectory accuracy” the precision with which a moving object’s path can be
predicted and controlled
GLOSSARY OF TECHNICAL TERMS
–3 7–


--- page 48 ---
This Prospectus includes forward-looking statements. All statements other than statements of
historical facts contained in this Prospectus, including, without limitation, those regarding our
future financial position, our strategy, plans, objectives, goals, targets and future developments in
the markets where we participate or are seeking to participate, and any statements preceded by,
followed by or that include the words “believe,” “expect,” “estimate,” “predict,” “aim,” “intend,”
“will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,” “could,” “would,” “continue,” or
similar expressions or the negative thereof, are forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors, some of which are
beyond our control, which 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. These forward-looking statements are based on
numerous assumptions regarding our present and future business strategies and the environment in
which we will operate in the future. Important factors that could cause our actual performance or
achievements to differ materially from those in the forward-looking statements include, among
others, the following:
 general political and economic conditions, including those related to the PRC;
 our business prospects and our ability to successfully implement our business plans and
strategies;
 future developments, trends and conditions in the industry and markets in which we
operate or into which we intend to expand;
 our capital expenditure plans;
 the actions and developments of our competitors;
 our financial condition and performance;
 our dividend policy;
 any changes in the laws, rules and regulations of the central and local governments in
the PRC and other relevant jurisdictions and the rules, regulations and policies of the
relevant governmental authorities relating to all aspects of our business and our business
plans;
 changes or volatility in interest rates, foreign exchange rates, equity prices or other rates
or prices, including those pertaining to the PRC and the industry and markets in which
we operate;
 various business opportunities that we may pursue; and
 capital market developments, changes in the global economic conditions and material
volatility in the global financial markets.
Additional factors that could cause actual performance or achievements to differ materially
include, but are not limited to, those discussed under “Risk Factors” and elsewhere in this
Prospectus. We caution you not to place undue reliance on these forward-looking statements, which
reflect our management’s view only as of the date of this Prospectus. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Prospectus might not occur. All forward-looking statements contained in
this Prospectus are qualified by reference to the cautionary statements set out in this section.
FORW ARD-LOOKING STATEMENTS
–3 8–


--- page 49 ---
An investment in our H Shares involves various risks. You should carefully consider all
the information in this Prospectus and in particular the risks and uncertainties described
below before making an investment in our H Shares. The following is a description of what
we consider to be our material risks. The occurrence of any of the following risks could
materially and adversely affect our business, financial condition and results of operations. If
any of these events occurs, the trading 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 “Forward-looking Statements.”
RISKS RELATING TO PRODUCT DEVELOPMENT, REGULATORY ENVIRONMENT
AND COMMERCIALIZATION OF OUR PRODUCTS
If we are unable to develop new products with advanced technology that adapt to changing
market demand and customer needs in a cost-effective and timely manner, our future business,
results of operations, financial condition and competitive position would be materially and
adversely affected.
Our future business, results of operations, financial condition and competitive position depend
on our ability to develop new cobots and core motion components that incorporate and integrate the
latest technologies in cobot development, to satisfy evolving customer demands, regulatory
requirements and industry standards. As cobot development remains an emerging technology, we
may face unexpected technical challenges or cost-inefficient delays, requiring continued R&D
investment and the ability to differentiate our products, upgrade key technologies, collaborate with
partners, respond to technological changes and adjust to customer and regulatory developments. If
we experience delays or fail to complete new or enhanced product development, we may be unable
to meet customer requirements, win additional sales or achieve broader market acceptance, which
would materially and adversely affect our business, results of operations, financial condition and
competitive position.
We have been and intend to continue investing significantly in R&D, which may adversely
affect our short-term profitability and operating cash flow and may not generate the results
we expect to achieve.
Our ability to develop new technologies, design new products and enhance existing products
is critical for maintaining our market position. We have been investing heavily in our R&D efforts.
Our research and development expenses amounted to RMB55.4 million, RMB85.7 million,
RMB47.3 million, RMB33.9 million and RMB51.0 million in 2022, 2023 and 2024 and the nine
months ended September 30, 2024 and 2025, respectively. However, inherent risk exists for such
significant R&D expenditures as our investment may not succeed or generate the benefits that we
expect. Even if we succeed in our R&D efforts and generate the results we expect, our short-term
cash flow and liquidity may be adversely affected, and we may still encounter practical difficulties
in commercializing our development results. New technologies could render our technologies, our
technological infrastructure or products that we are developing, or expect to develop in the future,
obsolete or unattractive, thereby limiting our ability to recover related product development costs.
In addition, we may be subject to new rules or restrictions imposed by regulatory authorities in
response to our innovations, which could increase our expenses or prevent us from successfully
commercializing new products or technologies. Our R&D efforts may not contribute to our future
results of operations for several years, if at all, and such contributions may not meet our
expectations or even cover the costs of such efforts, which would materially and adversely affect
our business, results of operations, financial condition and competitive position.
RISK FACTORS
–3 9–


--- page 50 ---
The cobot industry is becoming increasingly competitive. If we fail to compete with our
competitors, our business, financial condition and results of operations may be affected.
The cobot industry in which we operate is highly competitive. Characterized by a concentrated
market structure, the global cobot industry is dominated by a few key players with large market
shares. According to Frost & Sullivan, in 2024, the top five global cobot companies collectively
accounted for 42.1% of the market share based on cobot business revenue. If we compete with
players that have a longer corporate operating history than us, or if we do not have or in the future
gain more financial resources and sophisticated technological capabilities and broader customer
base and relationships than our competitors, we may not be able to respond more quickly and
effectively to new or changing opportunities, technologies, regulatory requirements or user demand
than our competitors.
We may also face competition from new entrants who may offer lower prices or new
technologies and products, and thus increase the level of competition. Increased competition could
result in lower sales, lower prices, reduced margins or loss of market share. If we are unable to
compete successfully, or if competing successfully requires us to take costly actions in response to
the actions of our competitors, our business, financial condition and results of operations may be
materially and adversely affected.
Changes in regulations, international trade policies, tariffs and rising political tensions may
adversely impact our business and operating results.
Our international operations are subject to changes in the political and economic relations
among countries and sanctions and export controls administered by government authorities and
other geopolitical challenges, including, economic and labor conditions, increased custom duties,
tariffs, taxes, export restrictions and other trade protection measures. During the Track Record
Period, our products are primarily sold in Chinese Mainland, Europe and the Americas. In 2022,
2023 and 2024 and the nine months ended September 30, 2024 and 2025, revenue generated from
customers located outside Chinese Mainland accounted for 26.2%, 26.5%, 50.2%, 48.7% and 37.9%
of our total revenue, respectively.
Trade barriers may affect the margins on sales of our products and suppress customer demand.
Since early 2025, the U.S. government has announced a series of tariff increases on imports from
China. Following the ruling of the U.S. Supreme Court and pursuant to the relevant executive orders
and official notices issued by the U.S. government, all tariffs previously imposed under the
International Emergency Economic Powers Act (“ IEEPA”) became inactive as of February 24,
2026. In lieu thereof, the U.S. President Trump announced an across-the-board global tariff
pursuant to Section 122 of the Trade Act of 1974, initially set at 10% for a period of 150 days and
subsequently increased to 15%, with effect from February 24, 2026. Accordingly, as of the Latest
Practicable Date, a 15% tariff applies to goods imported into the United States from China,
including our cobots and related products. Such tariff arrangement is temporary in nature and
remains subject to further regulatory developments and policy changes. We cannot predict how
tariff policies in various countries may further evolve. In the event that our customers reduce their
orders, or that we are required to adjust our pricing strategies due to the changes of competition
dynamics, our business, financial conditions and results of operation will be adversely affected.
In addition, the United States has introduced or may further introduce regulations, sanctions
and investment restrictions targeting certain technology-related activities. On October 28, 2024, the
U.S. Department of the Treasury (the “ Treasury ”) issued a final rule on outbound investment, or
the Outbound Investment Rule, which became effective on January 2, 2025. The Outbound
Investment Rule imposes investment prohibition and notification requirements on U.S. persons for
a wide range of investments in entities associated with China (including Hong Kong and Macau),
collectively defined as “Covered Foreign Persons,” that are engaged in activities relating to three
sectors: (i) semiconductors and microelectronics, (ii) quantum information technologies, and (iii)
artificial intelligence systems. U.S. persons subject to the Outbound Investment Rule are prohibited
RISK FACTORS
–4 0–


--- page 51 ---
from making, or required to report, certain investments in Covered Foreign Persons, which are
defined as “covered transactions.” The Directors, taking into account our Export Control and OIR
Counsel’s advice, are of the view that the Company is not a covered foreign person under the
Outbound Investment Rules.
In addition, the Outbound Investment Rules contain a number of excepted transactions,
including the “Publicly Traded Securities Exception.” Accordingly, following the completion of the
Global Offering, it is expected that U.S. persons will be able to invest in our H Shares in reliance
on the Publicly Traded Securities Exception, so long as such investments do not afford a U.S. person
rights that exceed standard minority shareholder protections. On December 23, 2025, the U.S.
Department of the Treasury published additional frequently asked questions (the “ FAQs”) on the
Outbound Investment Rules, which provide further guidance on the scope and application of the
Publicly Traded Securities Exception. See “Regulatory Overview — Other Laws and Regulations
— U.S. Outbound Investment Rules.” As advised by our Export Control and OIR Counsel, the FAQs
do not change the conclusions described above, including the determination that the Company is not
a covered foreign person or the expected applicability of the Publicly Traded Securities Exception
to investments in our H Shares. However, the Outbound Investment Rules are relatively new, and
the interpretation, implementation and enforcement of such rules, as well as related guidance,
including FAQs, may continue to evolve. In addition, the U.S. government may adopt additional
rules, guidance or restrictions in the future that further expand the scope of outbound investment
regulation or otherwise affect investments by U.S. persons in China-related businesses. Although
we are not a covered foreign person under the current Outbound Investment Rules, the adoption of
similar or more restrictive laws, regulations or policies, or changes in the interpretation or
enforcement thereof, may nevertheless adversely affect investor sentiment, reduce the willingness
or ability of certain investors to invest in our H Shares, or otherwise negatively impact the trading
price or liquidity of our H Shares.
Furthermore, economic and trade sanctions imposed by the U.S. or other jurisdictions may be
costly to comply with and may materially and adversely affect our abilities to acquire technologies,
systems, parts or components that may be critical to our technology infrastructure, product offerings
and business operations. The cumulative effects of the changes in regulations, international trade
policies, tariffs and rising political tensions may adversely impact our business and operating
results.
If we fail to attract new customers or retain existing customers, our business, financial
conditions and results of operations may be adversely affected.
Our ability to retain existing customers, attract new ones and expand the scope of products
that our customers utilize is critical to our revenue growth. Our customer engagement may decrease
for a variety of reasons, including product performance, pricing, competition, macroeconomic
conditions or changes in customers’ operations. If we are unable to anticipate changing industry
trends, enhance our offerings, innovate and develop new products, or expand into new markets, we
may not be able to attract and acquire new customers. Our success also depends on our ability to
continue to expand our sales capabilities to widen our customer base. If we are unable to attract,
motivate or retain a sufficient number of qualified sales and marketing personnel to support our
business, the commercialization of our products may be adversely affected.
The loss of a significant number of customers or a slowdown in customer expansion could
have a material adverse effect on our business, financial condition, results of operations and
prospects. The growth of our business depends in part on existing customers continuing or
expanding their use of our products. If we are unable to retain customers and maintain their
continued or broadening use of our products, or if there is a decline in our customers’ business
performance, our growth may slow or decline, and our business may be materially and adversely
affected.
RISK FACTORS
–4 1–


--- page 52 ---
Any quality issue with our products, including product defects, may subject us to product
liability claims, which may damage our reputation, compromise our market share and
adversely affect our business and results of operations.
Our products may contain errors, defects, security vulnerabilities or software issues that are
difficult to detect and correct, particularly when first introduced or when new versions or
enhancements are released, which could adversely affect our reputation, business, financial
condition and results of operations.
We generated our revenue from a limited number of customers during the Track Record
Period, and such amount may fluctuate in any given period.
Our major customers primarily include system integrators. Our revenue from the five largest
customers in each year/period during the Track Record Period was RMB56.1 million, RMB85.2
million, RMB188.1 million and RMB155.4 million, respectively, accounting for 51.2%, 48.5%,
60.6% and 55.3% of our total revenue for the respective year/period. Accordingly, if any of our
major customers scale back or terminate their business relationship with us, or if our business
relationship with any of these customers is undermined by negative publicity or controversies
around our brand, or if we are unable to negotiate favorable contractual terms with them, or unable
to secure new customers on favorable or comparable terms, or at all, our business, financial
condition and results of operations may be materially and adversely affected.
We depend on growth in the end markets that adopt our products and the effective deployment
and customization by downstream customers. Any slowdown in our addressable markets or
ineffective deployment or customization by downstream customers would adversely affect our
business and prospects.
Our business success is dependent on the growth and expansion of the end markets that adopt
our products, as well as the effective integration and deployment of our products by our customers.
We primarily provide cobot and core motion component products to customers operating across
industries, 3C electronics, automotive, healthcare, metal processing and logistics. As such, the
demand for our products is closely linked to the market development and growth within these end
markets, which are influenced by factors such as economic conditions, regulatory changes,
technological advances and shifts in customer preferences. Any significant downturn in these
markets, or failure to sustain their growth could materially and adversely affect our business,
financial condition, results of operations and future prospects.
Our products are frequently integrated into the machinery, equipment and production lines of
our customers. Accordingly, customer investment cycles and delays in equipment renewal or
expansion may reduce demand for our products. Our products also require effective deployment,
customization and system integration by customers to achieve intended performance. Any failure by
customers to deploy or customize our products effectively, or any performance or user experience
below expectations, could adversely impact materially and adversely affect our business and
prospects.
We have a limited track record in the commercialization of our products and there can be no
assurance that our sales and marketing efforts will succeed or that our historical growth will
be maintained in the future.
We have a limited track record in developing, commercializing and marketing our products
compared to some of our competitors. See “Business — Commercialization.” The
commercialization of our products involves uncertainties relating to market acceptance, customer
adoption cycles, deployment effectiveness and sales execution. There can be no assurance that our
sales and marketing efforts will be successful, that customer demand will materialize as expected
or that our products will be adopted and deployed in a timely and effective manner. Our sales cycles
may be lengthy and require significant upfront investment of time and resources, and customer
RISK FACTORS
–4 2–


--- page 53 ---
orders may be delayed, reduced or cancelled. In addition, commercialization of new products may
involve production ramp-up risks and higher-than-expected costs. As a result, our historical growth
may not be indicative of future performance, and any failure to successfully commercialize our
products could materially and adversely affect our business, financial condition and results of
operations.
Developments in alternative technologies and products may adversely affect the demand for
our cobot and core motion component products.
Our cobot and core motion component products are a form of robotic automation built to work
safely alongside human workers in a shared, collaborative workspace for the improved performance
of tasks and automation processes. Development of alternative technologies and products which
provide similar functions may materially and adversely affect the growth prospects of the cobot
industry. It is possible that new technologies or non-robotic products may emerge as preferred
alternatives. Such new technologies and products may be more efficient, user-friendly and
affordable than cobot products and may also render the use of cobot products obsolete and
unnecessary in certain use cases. Any failure by us or the cobot industry as a whole to develop new
or enhanced technologies or products to react to such alternative products could result in the loss
of competitiveness of the industry, a decrease in market expansion opportunities, decreased
revenue, and loss of talent and loss of market share to competitors.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
We may not be able to obtain or maintain adequate intellectual property rights protection for
our products, or the scope of such protection may not be sufficiently broad.
Our success depends in a large part on our ability to protect our proprietary technologies and
products from competition by obtaining, maintaining and enforcing our intellectual property rights,
including patent rights. We have filed patent applications in the PRC and other jurisdictions. As of
the Latest Practicable Date, we held 238 patents globally. See “Business — Intellectual Property
Rights.” The patent application process may be expensive and time-consuming, and we may not be
able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in
a timely manner, if at all. As a result, we may not be able to prevent competitors from developing
and commercializing competitive products in all such fields.
Patents may be invalidated, and patent applications may not be granted for reasons such as
prior deficiencies in the patent application or the lack of novelty of the underlying invention or
technology. Non-compliance events, including failure to respond to official actions within
prescribed time limits, non-payment of periodic maintenance fees, and failure to properly legalize
and submit formal documents, can result in abandonment or lapse of the patent or patent
application, leading to partial or complete loss of patent rights in the relevant jurisdictions. Even
if our patent applications are successfully granted, our competitors may be able to circumvent our
patents by developing similar or alternative technologies or products in a non-infringing manner.
Further, although various extensions may be available, the life of a patent and the protection it
affords are limited. We may face competition for any approved products even if we successfully
obtain patent protection once the patent life expires for such products. Any of the foregoing could
materially and adversely affect our business, results of operations, financial condition and
competitive position.
We may become involved in lawsuits to protect or enforce our intellectual property, which
could be expensive, time-consuming and unsuccessful.
Competitors may infringe our patent rights or misappropriate or otherwise violate our
intellectual property rights. To counter infringement or unauthorized use, litigation may be
necessary to enforce or defend our intellectual property rights, to protect our trade secrets or to
RISK FACTORS
–4 3–


--- page 54 ---
determine the validity and scope of our own intellectual property rights or the proprietary rights of
others. This can be expensive and time-consuming. An adverse result in any litigation proceeding
could put our patents at risk of being invalidated, held unenforceable or interpreted narrowly.
Intellectual property litigation may also involve extensive discovery, which could expose
certain confidential information. Defendant counterclaims alleging invalidity or unenforceability
are commonplace and can be raised by third parties before administrative bodies in China or abroad.
Such proceedings could result in revocation or amendment to our patents in such a way that they
no longer cover and protect our products or product candidates. If a defendant were to prevail on
a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all,
of the patent protection on our products or product candidates. Such a loss of patent protection
could materially and adversely affect our business.
If third parties claim that we infringe upon their intellectual property rights, we may incur
liabilities and financial penalties and may have to redesign or discontinue selling relevant
products.
Companies operating in our industries routinely seek patent protection for their product. Some
of our competitors may claim that the expected commercial use of our products has infringed their
patents and may initiate legal proceedings in this regard. Whether a product infringes a patent
involves an analysis of complex legal and factual issues. Our competitors may also have filed for
patent protection which is not as yet a matter of public knowledge or claim trademark rights that
have not been revealed through our searches of relevant public records. Our efforts to identify and
avoid infringing on third parties’ intellectual property rights may not always be successful. Any
claims of patent or other intellectual property infringement, regardless of their merit, could result
in significant defense costs, damages, injunctions or sales restrictions, require product redesign or
licensing arrangements on unfavorable terms or not available at all, divert management attention or
cause customers to defer, limit or terminate purchases of affected products. In such cases, we may
have to redesign or discontinue selling relevant products, which may adversely affect our business
and results of operations.
Changes in patent and copyright law could diminish the value of patents and copyrights in
general, thereby impairing our ability to protect our products and services.
The scope of patent and software protection in various jurisdictions is uncertain. Changes in
either the patent and copyright laws or their interpretation in China or other jurisdictions may
diminish our ability to protect our inventions and intangible assets, obtain, maintain, defend and
enforce our intellectual property rights and, more generally, could affect the value of our intellectual
property or narrow the scope of our patent and software copyrights. The coverage claimed in a
patent application can be significantly reduced before the patent is granted, and its scope can be
reinterpreted after such grant.
Even if our patent applications are successfully granted, such grant may not be in a form that
can provide us with any meaningful protection, prevent competitors or other third parties from
competing with us, or otherwise provide us with any competitive advantage. As a result, the grant
of patent application, scope, validity, enforceability and commercial value of our patent rights are
highly uncertain.
We may be unable to protect the confidentiality of our trade secrets and know-how, and may
be subject to claims that we, or our employees or our business partners have wrongfully used,
or disclosed trade secrets or know-how allegedly owned by others.
In addition to patents, we rely on trade secrets, including unpatented know-how, technology
and other proprietary information, to protect the design and performance of our cobots and their
core motion components, particularly those developed for customized applications. Such
customization may relate to certain aspects of hardware selection, control systems or core motion
components, including configurations optimized for high-precision tasks such as semiconductor
packaging, welding and medical testing, as well as heavy payload applications such as logistics
palletizing, machine tending, material transfer and logistics automation. For examples of
RISK FACTORS
–4 4–


--- page 55 ---
customization, see “Business — Our Product Portfolio — Collaborative Robots.” We have
implemented confidentiality agreements with employees, business partners and suppliers. However,
there is no guarantee that these measures will be effective in preventing unauthorized disclosure or
misuse of our trade secrets and know-how. If our trade secrets and know-how are disclosed, whether
through breach of confidentiality agreements, cyber-attacks or other means, it could lead to a loss
of competitive advantage. Such events may also give rise to costly and protracted legal proceedings.
Any adverse outcomes could result in financial liabilities, reputational damage and a loss of
competitive position.
Furthermore, we may be subject to claims that we, our employees, or our business partners
have wrongfully used or disclosed trade secrets or know-how allegedly owned by others. Such
claims, even if unfounded, could result in significant legal expenses and divert management
attention from our core business operations. If we are found to have misappropriated the trade
secrets or know-how of others, we could be subject to injunctions, damages, and the requirement
to obtain licenses, which may not be available on commercially reasonable terms, or at all. Failure
to adequately manage these risks could materially and adversely affect our business and prospects.
We may not be able to protect our intellectual property rights globally.
As of the Latest Practicable Date, we held 233 patents in the PRC, one in the European Union,
one in South Korea, two in the United States and one in Japan. Filing, prosecuting and defending
patents globally can be expensive and time-consuming. We may also encounter difficulties in
protecting and defending such rights in overseas jurisdictions. As a result, we may be unable to
prevent third parties from using our technologies in jurisdictions where we have not obtained patent
protection. Competitors may use our technologies to develop their own products in jurisdictions
where we have not obtained patent protection. Our patents or other intellectual property rights may
not be effective or sufficient to prevent them from competing with us.
Differences in legal systems and enforcement practices across jurisdictions may further limit
the effectiveness of our intellectual property protection. Proceedings to enforce our patent rights in
overseas jurisdictions could result in substantial costs and divert our resources and attention from
other aspects of our business, could put our patents at risk of being invalidated or interpreted
narrowly and our patent applications at risk of rejection, and could provoke third parties to assert
claims against us. We may not prevail in lawsuits or be awarded the damages or other remedies, if
any, that we deem sufficient. Accordingly, our efforts to enforce our intellectual property rights
around the world may be inadequate to obtain a significant commercial advantage from the
intellectual properties that we develop.
RISKS RELATING TO OUR GENERAL OPERATION
We have a limited operating history, which makes it difficult to evaluate our business and
prospects, and our historical growth may not be indicative of our future performance.
We have a limited operating history since 2017 compared with some of our competitors.
Therefore and in light of the rapidly evolving nature of our industry, our historical results may not
provide a meaningful basis for evaluating our business, financial condition, results of operations
and prospects.
If we are unable to attract, retain or motivate key individuals such as key management,
technical staff, qualified executives, developers, engineers and sales representatives, our
business, financial condition and results of operations would be affected.
Hiring and retaining key individuals, such as key management, technical staff, qualified
executives, developers, engineers and sales representatives is critical for our business. Competition
for experienced personnel in our industry is intense, termination of relationship with any of our key
R&D employees or management may compromise our competitive edge, which may in turn
materially and adversely affect our business, financial condition and results of operations.
RISK FACTORS
–4 5–


--- page 56 ---
Our reliance on distributors exposes us to risks relating to distributor performance,
relationship management and inventory visibility, which could materially and adversely affect
our business.
We rely in part on distributors to market and sell our products. In 2022, 2023 and 2024 and
the nine months ended September 30, 2024 and 2025, our revenue generated from sales to
distributors accounted for 6.8%, 8.4%, 6.2%, 6.4% and 5.7% of our total revenue, respectively. Our
distributors may be unable to operate successfully, maintain competitiveness or effectively promote
our products, due to factors including their own operational capabilities, financial condition, market
conditions or execution of marketing and sales activities. If distributors reduce orders, seek pricing
concessions, fail to renew distribution arrangements or exit our distribution network, our access to
customers, sales volume and revenue could be adversely affected.
In addition, our ability to manage distributor relationships and maintain the stability of our
distribution network depends in part on distributors’ inventory management and financial
discipline. Distributors may fail to manage inventory levels effectively, which could strain their
liquidity, reduce their willingness or ability to place new orders or lead to disputes regarding slow
inventory turnover. Any deterioration in distributor performance or relationships could impair the
stability of our distribution network and damage our reputation among distributors.
Furthermore, we may have limited visibility into distributors’ end-customer sales and
inventory levels. Inaccurate or incomplete information may impair our ability to forecast demand,
manage our own inventory levels and plan production effectively, which could result in excess
inventory or product shortages. Any failure to effectively manage our distributor network or
inventory planning could materially and adversely affect our business, financial condition and
results of operations.
We cannot guarantee that our growth strategies will be successfully implemented or bring
about outcomes as we expected.
We continue to execute a number of strategies to expand our business, including advancing
R&D on core technologies and products, expanding our products’ application scenarios, investing
in global market expansion, and upgrading and expanding our production capabilities among others.
See “Business — Our Strategies” and “Future Plans and Use of Proceeds.” However, expanding our
business involves risks and challenges. Our initiatives in advanced technology and innovative
products may prove unsuccessful. Further, we will incur substantial R&D expenses and selling and
distributing expenses for developing, conceptualizing and commercializing our new products across
international markets. It may also take a longer time than expected for us to develop the
technologies and build market acceptance of our products, and we may not have sufficient
experience in executing these new business initiatives effectively. There is no assurance that market
demand will grow in line with our expanded production capabilities or result in increase in revenue
or profitability. We cannot assure you that any of these new business initiatives will achieve our
expected market acceptance and generate the desired outcome. If our efforts fail to enhance our
monetization abilities, we may not be able to maintain or increase our revenues or recover any
associated costs, and our business, financial condition and results of operations may be materially
and adversely affected.
We lease properties primarily for office use and production . Any non-renewal of leases,
substantial increases in rent, or any third-party challenge to our leasehold interest, may affect
our business and financial performance.
As we lease properties in various places as premises primarily for office use and production,
our operations are susceptible to fluctuations in the property rental market. There is no assurance
that our existing leases would be renewed on similar or favorable terms or at all. Any substantial
increase in the rents of our leased properties may increase our property rental and related expenses.
There is also no assurance that our existing leases will not be terminated early by the lessors before
the expiry of the relevant term.
RISK FACTORS
–4 6–


--- page 57 ---
As of the Latest Practicable Date, we were unable to file the lease agreements for registration
with respect to five of our leased properties in China, which may subject us to fines in accordance
with applicable PRC laws and regulations. The maximum aggregate penalty, if imposed, would be
RMB50,000, which our Directors believe would not have any material adverse impact on our
business operations. Additionally, as of the Latest Practicable Date, certain of our leased properties
had title defects that could adversely affect our ability to continue using them in the future. These
defects may result in the properties being unusable or subject us to fines. See “Business —
Properties — Leased Properties.” If disputes or government actions arise due to these issues, we
may face challenges in continuing to lease such properties and may be required to relocate, which
may incur additional costs and cause operational disruptions, further adversely affecting our
business and results of operations.
We may be required to make additional social insurance fund and/or housing provident fund
contributions and late payments and fines under PRC laws and regulations.
We are required by PRC laws and regulations to make contributions for mandatory social
insurance and/or housing provident funds for our employees. During the Track Record Period, we
did not make adequate contributions to the social insurance and/or housing provident funds for
some of our employees. As of December 31, 2022, 2023 and 2024 and as of September 30, 2025,
the shortfall of social insurance and housing provident fund contributions amounted to RMB4.6
million, RMB9.4 million, RMB8.4 million and RMB10.9 million, respectively. As advised by our
PRC Legal Advisor, we may be ordered by the relevant authorities to pay the overdue contributions
within the prescribed period, failing which we may be subject to a penalty or subject to specific
enforcement by the People’s Court. See “Business — Employees — Social Insurance and Housing
Provident Funds.” We cannot assure you that we will not be subject to any order to rectify such
noncompliance in the future. Any such order may materially and adversely affect our business,
financial condition and results of operations.
Pursuant to the Interpretation II of the Supreme People’s Court on Several Issues Concerning
the Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)), any agreement between an employer and an employee or any
commitment made by an employee to the employer stating that social insurance premiums need not
be paid shall be deemed invalid by the people’s court. As this interpretation reinforces the legal
invalidity of any waiver of statutory social insurance obligations and underscores the importance of
maintaining robust compliance and internal control measures to prevent potential disputes, we may
be exposed to an increasing compliance burden and potential risk of future labor disputes, which
could potentially affect our business, financial condition and results of operations.
Any misuse of or flaws in robotic and AI technologies, whether actual or perceived, intended
or inadvertent, committed by us or by other third parties, could have a material adverse effect
on our reputation, business, financial condition, results of operations and prospects.
Robotic and AI technologies are in the early stages of development and continue to evolve.
Similar to many innovations, robotic and AI technologies present risks and challenges, such as
potential misuse by third parties for inappropriate purposes or biased applications which breach
public confidence or violate applicable laws and regulations in relevant jurisdictions, or litigation
or other proceedings initiated by certain individuals claiming for infringement of legitimate rights,
including privacy or personality rights. Such misuse could affect customer perception, public
opinions, views of policymakers and regulators and result in decreased adoption of robotic and AI
technologies.
In addition, flaws or deficiencies in robotic and AI technologies could undermine the
effectiveness of our products and services. There can be no assurance that we will be able to detect
and remedy such flaws or deficiencies in a timely manner, or at all. Any flaws or deficiencies in
robotic and AI technologies and the related products and services, whether actual or perceived,
could materially and adversely affect our business, reputation, results of operations and prospects.
RISK FACTORS
–4 7–


--- page 58 ---
We may be involved in legal proceedings and commercial or contractual disputes, which could
affect our reputation, business, financial condition and results of operations.
We may be involved in legal proceedings and commercial or contractual disputes in the
ordinary course of our business, including disputes arising from payment arrangements with
customers and suppliers. We cannot assure you that we will not be involved in various legal and
other disputes in the future, which may expose us to additional risks and losses. In addition, we may
have to pay legal costs associated with such disputes, including fees relating to appraisal, auction,
execution and legal advisory services. Litigation and other disputes may lead to inquiries,
investigations and proceedings by regulatory authorities and other governmental agencies and may
result in damage to our reputation, additional operating costs and diversion of resources and
management’s attention from our core business. The disruption of our business due to judgments,
arbitration and legal proceedings against us or adverse adjudications in proceedings against our
Directors, senior management or key employees may materially and adversely affect our reputation,
business, results of operations, financial condition and prospects.
We have customary insurance coverage, and any claims beyond our insurance coverage may
result in us incurring substantial costs and a diversion of resources.
We maintain insurance policies that are required under PRC laws and regulations as well as
other insurance policies based on our assessment of our operational needs and industry practice. See
“Business — Insurance.” Our current insurance coverage may not be sufficient to prevent us from
suffering any loss and there is no certainty that we will be able to successfully claim our losses
under our current insurance policy on a timely basis, or at all. If we were held liable for uninsured
losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, our
business, financial conditions and results of operations may be adversely affected.
Our information technology networks and systems may encounter malfunction, unexpected
system failure, interruption, insufficiency, cyber-attacks or security breaches, which may
affect our reputation, business, financial condition and results of operations.
We rely on information technology networks and systems to support our daily operations.
These information technology systems may be susceptible to damage, disruptions or shutdowns due
to failures during the process of upgrading or replacing software, databases or components, power
outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication
failures, user errors or catastrophic events. If our information technology systems suffer damage,
disruption or shutdown we may incur substantial costs in repairing or replacing these systems.
Failures in information technology systems could potentially lead to problems with our products.
If we do not effectively resolve the issues in a timely manner, our business, financial condition and
results of operations may be materially and adversely affected and we could experience delays in
reporting our financial results.
We are subject to complex and evolving ESG requirements, which require us to devote
substantial time and resources for compliance.
There is an increasing focus on corporate responsibility and a number of regulations and
requirements on ESG performance pose reputational, regulatory and other risks to us. We devote
substantial time and resources to develop technology and products designed to maintain
environmentally friendly business operations. The process of developing new production
technologies and enhancing existing production technologies to mitigate the impact of climate
change is often complex, costly and uncertain, and we may pursue strategies or make investments
that do not prove to be commercially successful in the time frames expected, or at all. Compliance
with these ESG requirements and regulations requires additional investments of resources. Should
our compliance measures prove inadequate to address regulatory changes or enforcement trends, we
may be subject to legal liability, fines, suspension of production, a loss of licenses to operate certain
facilities and other sanctions, interruptions to operations, securities litigation and a general loss of
RISK FACTORS
–4 8–


--- page 59 ---
investor confidence, any one of which could have a material adverse impact on our business and
financial performance. If we are unable to satisfy such new criteria or are unable to respond or
perceived to be inadequately responding to sustainability concerns, investors may conclude that our
policies with respect to corporate responsibility are inadequate. We risk damage to our brand and
our reputation in the event that our corporate responsibility procedures or standards do not meet the
standards set by various third parties. Any of these circumstances could cause negative publicity,
and our business operations could be adversely impacted.
RISKS RELATING TO THE SUPPLY CHAIN AND MANUFACTURING OF OUR
PRODUCTS
We may face supply chain risks as a result of our reliance on a limited number of component
suppliers.
Procurement from certain major suppliers for manufacturing materials is essential to our
operations. Purchases from our five largest suppliers in each year/period during the Track Record
Period amounted to RMB36.1 million, RMB44.5 million, RMB65.6 million and RMB50.3 million,
respectively, accounting for 38.1%, 35.4%, 32.3% and 28.8% of our total cost of sales for the
respective year/period. In addition, purchases from our largest supplier in each year/period during
the Track Record Period accounted for 12.7%, 14.4%, 12.2% and 7.7% of our total cost of sales for
the respective year/period, respectively. Any deterioration or termination of relationship with our
major suppliers or interruptions in their operations could adversely affect our supply chain and
production capabilities.
The stability of operations and business strategies of our suppliers is subject to a number of
factors beyond our control, and we cannot assure you that we will be able to secure a stable
relationship with such suppliers. Identifying and qualifying alternative or additional suppliers and
vendors is often a lengthy process and can lead to production delays, interruptions to our production
and additional costs, and such alternatives are sometimes not available on commercially reasonable
terms, or at all. The inability of suppliers or vendors to deliver necessary production parts and
components can disrupt the production processes of our products and make it more difficult for us
to implement our business strategy. Suppliers and vendors periodically extend lead times, face
capacity constraints, limit supplies, increase prices, experience quality issues or encounter other
issues that can interrupt or increase the cost of our supply and services.
Increases in the cost of the parts and components that we use in our products would adversely
affect our business, financial condition and results of operations.
We depend on third-party suppliers to provide a variety of materials and components
necessary for our production activities. Our production volume and production costs depend on our
ability to source key raw materials at competitive prices. Our cost of raw materials amounted to
RMB64.7 million, RMB96.9 million, RMB156.2 million, RMB102.2 million and RMB137.5
million in 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025,
respectively. However, the raw materials we use are subject to price volatility caused by external
factors, such as disruptions in the supply chain, commodity price fluctuations, changes in supply
and demand, logistics and processing costs, our bargaining power with suppliers, inflation and
governmental regulations and policies. Consequently, we may not be able to obtain stable,
high-quality raw materials at reasonable prices at all times. In response to rising raw material costs,
we may need to increase the prices of our products or seek alternative suppliers. However, we may
not be able to pass on increased costs to customers due to competitive pressures or identify
alternative sources of raw materials in a timely and cost-effective manner. In addition, we may need
to stock a large amount of inventory due to strategic reasons, which we may not be able to fully
utilize due to reasons such as shifts in customer demand or technological developments which
renders our inventory obsolete. As a result, we may need to write down or write off our inventory
stock. If raw material prices increase significantly and we are unable to mitigate these costs, our
business, financial condition and results of operations would be adversely affected.
RISK FACTORS
–4 9–


--- page 60 ---
If we are unable to manage our inventory risks efficiently or the proportions and amount of
the write-down of our inventories further increase, our financial and results of operations may
be adversely affected.
Effective inventory management is critical to supporting our business expansion and ensuring
the timely delivery of solutions to our customers. Our inventory primarily consists of raw materials,
work in process, finished goods and goods in transit. We had inventories of RMB88.0 million,
RMB110.7 million, RMB128.0 million and RMB140.4 million as of December 31, 2022, 2023 and
2024 and as of September 30, 2025, respectively. In 2022, 2023 and 2024 and the nine months ended
September 30, 2025, our inventory turnover days were 276.1 days, 289.8 days, 213.5 days and 206.6
days, respectively. In the same years, we had write-downs of inventories of RMB14.1 million,
RMB0.6 million, RMB4.3 million and RMB3.5 million, respectively. Our ability to accurately
forecast customer demand and manage inventory levels effectively could be impacted by a variety
of factors, including the rapidly evolving nature of the markets in which we operate, shifts in
customer demand for our products, unanticipated changes in general market conditions, and
disruptions caused by health epidemics or other unforeseen events. If we maintain inventory levels
in excess of actual demand, we may face risks of material inventory write-downs or write-offs, as
well as the possibility to sell excess inventory at discounted prices, which could negatively affect
our profitability and financial condition. Conversely, if we fail to maintain adequate inventory
levels to meet customer demand, we may be unable to deliver products in a timely manner, leading
to strained customer relationships, reputational harm and missed revenue opportunities.
Accordingly, failure to accurately forecast market demand for our solutions and maintain an optimal
inventory level may materially and adversely affect our business, financial condition and results of
operations.
Any unexpected disruption at our production facilities could affect our business, financial
condition and results of operations.
During the Track Record Period, we manufactured and produced our products primarily at our
production facility in Foshan, Guangdong. See “Business — Procurement and Production — Our
Production Facilities.” Our ability to meet the demands of our customers and grow our business thus
relies on the efficient, proper and uninterrupted operation of our production facilities and a constant
and sufficient supply of utilities. In the event of earthquake, fire, drought, flood or other natural
disaster, political instability, riot or civil unrest, extended outage of critical utilities or
transportation systems, terrorist attack or other events that limit or disrupt our ability to operate our
production facilities, we may experience substantial losses, including loss of revenue from
disrupted production. We may also need to incur substantial additional expenses, exceeding our
insurance coverage to repair or replace any damaged equipment or facility. In addition, our ability
to manufacture and supply products and our ability to meet our delivery obligations to our
customers would be significantly disrupted and relationships with customers could be damaged,
which could have a material and adverse effect on our business, financial condition and results of
operations.
RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL
CAPITAL
We may not be able to obtain additional capital when desired on favorable terms or at all.
Our future capital requirements may exceed our available cash and operating cash flows. Our
ability to obtain additional financing will depend on a number of factors, including market
conditions, investor sentiment, our financial performance, regulatory developments and general
economic conditions. There can be no assurance that additional financing will be available to us on
acceptable terms, or at all, when required. If we are unable to obtain sufficient financing when
needed, we may be required to delay or reduce investments in research and development, production
capacity, sales and marketing or other strategic initiatives. In addition, any future equity or equity
RISK FACTORS
–5 0–


--- page 61 ---
linked financing may dilute existing shareholders, while debt financing may impose restrictive
covenants or increase our interest burden. Any of the foregoing could materially and adversely
affect our business, financial condition, results of operations and prospects.
We have incurred net losses during the Track Record Period and may not be able to achieve
or subsequently maintain profitability in the near future. We cannot assure you whether and
when we will declare and pay dividends in the future.
We incurred a net loss of RMB83.4 million in 2022, which turned to a net profit of RMB1.9
million and RMB17.9 million in 2023 and 2024, respectively. We then incurred a net loss of
RMB15.6 million in the nine months ended September 30, 2025. However, our ability to sustain a
net profit depends on a number of factors, including our ability to advance our technology
development and introduce new products, maintain and expand our customer base, enhance our
sales network across jurisdictions, protect our intellectual property, manage operational costs
effective and secure additional capital when needed. Accordingly, you should not rely on the
revenues of any prior periods as an indication of our future performance.
We had recorded net operating cash outflows historically and there can be no assurance that
we will not have net cash outflow from operating activities in the future.
We recorded net cash flow used in operating activities of RMB153.5 million and RMB57.2
million in 2022 and 2023, respectively. We had net operating cash inflow of RMB11.9 million in
2024, primarily due to the substantial increase in our revenue growth which surpassed the growth
in our costs and expenses during the year. We recorded net operating cash outflow of RMB18.3
million in the nine months ended September 30, 2025, primarily due to cost of sales and operating
expenses incurred for the provision of our products, carrying out R&D and selling and marketing
activities, as well as administrative management. See “Financial Information — Liquidity and
Capital Resources — Net Cash (Used in)/From Operating Activities.” We cannot assure you that we
will be able to generate positive cash flows from operating activities in the future. If we continue
to record net operating cash outflows in the future, our working capital may be constrained, which
may adversely affect our financial condition. Our future liquidity primarily depends on our ability
to maintain adequate cash inflows from our operating activities and adequate external financing
such as offering and issuing securities, and/or other sources such as external debt, which may not
be available on terms favorable or commercially reasonable to us, or at all. If we fail to obtain
sufficient funding in a timely manner and on reasonable terms, or at all, we will be in default of our
payment obligations and may not be able to expand our business. Thus, our business, financial
condition and results of operations may be adversely affected.
Failure to obtain or maintain any of the government grants or preferential tax treatments
could adversely affect our business, financial condition, results of operations and prospects.
During the Track Record Period, we benefited from government grants, many of which are
nonrecurring in nature or are subject to periodic review. In 2022, 2023 and 2024 and the nine
months ended September 30, 2024 and 2025, we had government grants of RMB1.2 million,
RMB3.2 million, RMB7.7 million, RMB7.4 million and RMB0.3 million, respectively. In addition,
our Company and certain our subsidiaries are qualified as high and new technology enterprises and
were subject to income tax at a preferential tax rate of 15% in 2022, 2023, 2024 and the nine months
ended September 30, 2025. We had income tax credit amounted to RMB1.5 million, RMB41.4
million, RMB1.2 million, RMB1.6 million and RMB3.6 million in 2022, 2023, 2024 and nine
months ended September 30, 2024 and 2025, respectively. See “Financial Information —
Description of Major Components of Our Results of Operations — Income Tax Credit/(Expense).”
However, the PRC governmental authorities may decide to reduce or cancel such government
grants or preferential tax treatment, or require us to repay part or all of the government grants we
previously received at any time, which could adversely affect our business, financial condition,
results of operations and prospects. As these government grants are provided typically on a one-off
RISK FACTORS
–5 1–


--- page 62 ---
basis, there is no guarantee that we will continue receiving or benefiting from them in the future.
In addition, we may not be able to successfully or timely obtain the government grants or
preferential tax treatment that may become available to us in the future, and such failure could
adversely affect our business, financial condition, results of operations and prospects.
We are subject to credit risk related to delays in payment and defaults of customers,
distributors or related parties, which would adversely affect our liquidity and financial
condition.
We are exposed to credit risk related to delays in payment and defaults of our various
customers or related parties. As of December 31, 2022, 2023 and 2024 and as of September 30,
2025, our trade and bills receivables amounted to RMB48.0 million, RMB69.7 million, RMB111.6
million and RMB134.6 million, respectively. In 2022, 2023 and 2024 and the nine months ended
September 30, 2025, our trade receivable turnover days were 128.7, 122.4, 106.6 days and 118.3
days, respectively. We may not be able to collect all such trade and bills receivables due to a variety
of factors that are beyond our control, including long payment cycles of certain customers, adverse
operating conditions or the financial condition of customers, and customers’ inability to pay caused
by their end users’ delay in payment. An increase in trade receivables may result in potential
mismatches in time between receipt of payments from our customers and payment obligations
incurred by us. This may further lead to liquidity risk and may negatively affect our cash flow
position and our ability to meet our working capital requirements, as we may have less cash
available to fund our operations, invest in research and development, or pursue strategic
opportunities, which could, in turn, impact our ability to maintain our competitive position. If our
customers or related parties delay or default in their payments to us, we may have to make
impairment provisions and write off the relevant receivables, and hence our liquidity and financial
condition would be adversely affected.
We have granted, and may continue to grant, share-based awards, which may further increase
our share-based payments expenses and adversely affect our financial condition.
We recorded share-based payments expenses of RMB12.8 million, RMB69.6 million, nil, nil
and RMB24.7 million in 2022, 2023 and 2024 and the nine months ended September 30, 2024 and
2025, respectively. See Note 33 of Appendix I to this Prospectus. We believe such share-based
awards are important to our ability to attract, retain and motivate our key individuals, and we may
continue to grant share-based awards in the future. As a result, our share-based payment expenses
may increase, which may further increase our share-based payments expenses and adversely affect
our financial condition.
If we fail to perform our contractual obligations, our liquidity and financial positions may be
materially and adversely affected in the future.
Our contract liabilities primarily represent the advance consideration received from our
customers before we transfer the related goods or services. Our contract liabilities were RMB7.0
million, RMB10.6 million, RMB6.9 million and RMB4.4 million as of December 31, 2022, 2023
and 2024 and as of September 30, 2025, respectively. If we fail to fulfill our obligations with respect
to our contract liabilities, we may not be able to convert such contract liabilities into revenue as
expected. Furthermore, if we fail to fulfill our obligations with respect to our contract liabilities, our
customers may request not to prepay us in the future. Any of these circumstances could materially
and adversely affect our business, results of operations, cash flow and liquidity condition.
Our business is subject to seasonality.
We generally recognize a significant portion of our revenue in the second half of our fiscal
year primarily because customers tend to plan their budgets at the beginning of the year and execute
them towards the end. The degree of seasonality may vary from year to year due to conditions in
the industry and other factors, which makes it difficult for us to predict the level of demand with
RISK FACTORS
–5 2–


--- page 63 ---
precision. If seasonal demand exceeds our expectation, we may not have sufficient stock or arrange
for timely production and delivery. If seasonal demand is lower than our expectations, we could be
left with excess inventory, higher working capital and liquidity requirements, the risk of impairment
losses on our inventory. Furthermore, our operating and financial results for an interim period may
not be representative of our overall performance for a year. We expect to continue to experience
seasonal fluctuations in our revenue, results of operations and financial condition, which could
result in volatility and adversely affect the price of our H Shares.
RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WHERE WE
OPERATE
Our business growth and results of operations may be affected by changes in global and
regional macroeconomic conditions, natural disasters, health epidemics and pandemics, and
social disruption and other outbreaks.
Economic and industry uncertainty or changes, including changes in economic condition,
recession or slowing growth, inflation, changes or uncertainty in fiscal, monetary or trade policies,
disruptions to capital markets, currency fluctuations, higher interest rates, tighter credit, lower
capital expenditures by businesses, including on IT infrastructure, increases in unemployment,
labor shortages, and lower consumer confidence and spending. In addition, natural disasters such
as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of a widespread
health epidemic or any severe epidemic disease such as SARS, Ebola, Zika or COVID-19, or force
majeure events including acts of war or terrorism may disrupt our R&D, manufacturing and
commercialization activities and business operations, all of which could adversely affect our
business, financial condition, results of operations and prospects.
Government control of currency conversion and restrictions on the remittance of RMB into
and out of China could limit our ability to utilize our revenues effectively, to pay dividends and
other obligations, and affect the value of our H Shares.
The remittance of currency in and out of China is subject to various laws and regulations.
Considerable amounts of our revenues and expenses are denominated in Renminbi, and the net
proceeds from the Global Offering and any dividends we pay on our H Shares will be in Hong Kong
dollars. Under China’s existing foreign exchange regulations, following the completion of the
Global Offering, we will be able to make current account foreign exchange transactions, including
paying dividends in foreign currencies without prior approval from the State Administration of
Foreign Exchange (“ SAFE ”).
Foreign exchange transactions under our capital account are subject to foreign exchange
controls under relevant regulations and require SAFE’s approval. These limitations could affect our
ability to obtain foreign exchange through offshore financing.
Furthermore, the net proceeds from the Global Offering are expected to be deposited in
currencies other than Renminbi until we obtain necessary approvals from relevant PRC regulatory
authorities to convert these proceeds into onshore Renminbi. If we cannot convert the net proceeds
into onshore Renminbi in a timely manner, our ability to deploy these proceeds efficiently may be
affected as we will not be able to invest these proceeds on Renminbi-denominated assets onshore
or deploy them in uses onshore where Renminbi is required. All of these factors could affect our
business, financial condition, results of operations and prospects.
Fluctuations in exchange rates of Renminbi against the Hong Kong dollar or other foreign
currencies could affect our results of operations and the value of your investment.
Fluctuations in the exchange rate of Renminbi against foreign currencies such as Hong Kong
dollar are affected by, among other things, changes in political and economic conditions in China
and internationally. In 2022 and 2023, our net foreign exchange gains were RMB4.6 million and
RMB5.9 million, respectively. In 2024, our net foreign exchange losses was RMB2.0 million. We
RISK FACTORS
–5 3–


--- page 64 ---
had net foreign exchange losses of RMB0.6 million and net foreign exchange gains of RMB4.9
million in the nine months ended September 30, 2024 and 2025, respectively. The proceeds from
the Global Offering will be denominated in Hong Kong dollars. As a result, any appreciation of
Renminbi against foreign currencies may result in a decrease in the value of our foreign
currency-denominated assets and our proceeds from the Global Offering. Conversely, any
depreciation of Renminbi may adversely affect the value of, and any dividends payable on, our H
Shares in foreign currencies. All of these factors could affect our business, financial condition,
results of operations and prospects, and could affect the value of, and dividends payable on, our H
Shares in foreign currency terms.
Investors of our H Shares may become subject to PRC taxation on dividends received from us
and gains from the disposition of our H Shares.
Non-Chinese resident individual holders of H Shares whose names appear on the register of
members of H Shares (“ Non-Chinese Resident Individual Holders ”), are subject to Chinese
individual income tax on dividends received from us. Pursuant to the Circular on Questions
Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993]
No. 045 (Guo Shui Han [2011] No. 348) (਷೼೯[1993]045੻೼ᅄ၍
ٝ(਷೼Ռ[2011]348 ໮)) dated June 28, 2011 and issued by the State Tax Administration
(the “ SAT”), the tax rate applicable to dividends paid to Non-Chinese Resident Individual Holders
of H Shares varies from 5% to 20% (usually 10%), depending on whether there is any applicable
tax treaty between China and the jurisdiction in which the Non-Chinese Resident Individual Holder
of H Shares resides, as well as the tax arrangement between China and Hong Kong. Non-Chinese
Resident Individual Holders who reside in jurisdictions that have not entered into tax treaties with
the PRC are subject to a 20.0% withholding tax on dividends received from us. See “Regulatory
Overview — Laws and Regulations Related to Our Business in the PRC — Regulations on
Taxation.” In addition, under the Individual Income Tax Law of the PRC (ה
جthe “ Individual Income Tax Law ”) and its implementation regulations, Non-Chinese
Resident Individual Holders of H Shares are subject to individual income tax at a rate of 20% on
gains realized upon the sale or other disposition of H Shares. However, pursuant to the Circular
Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from
Transfer of Shares (ٝissued by the Ministry
of Finance and the SA T on March 30, 1998, gains of individuals derived from the transfer of listed
shares of enterprises may be exempt from individual income tax. As of the Latest Practicable Date,
none of the aforesaid provisions had expressly provided that individual income tax shall be levied
on non-Chinese Mainland resident individual holders on the transfer of shares in Chinese Mainland
resident enterprises listed on overseas stock exchanges. To the best of our knowledge, the Chinese
tax authorities have not, in practice, sought to collect individual income tax on such gains. If such
tax is collected in the future, the value of such individual holders’ investments in H Shares may be
materially and adversely affected.
Under the Enterprise Income Tax Law of the PRC (جthe “ EIT
Law”) and its implementation regulations, a non-Chinese resident enterprise is generally subject to
enterprise income tax at a rate of 10% with respect to its income sourced from China, including
dividends received from a Chinese company and gains derived from the disposition of equity
interests in a Chinese company. This rate may be reduced under any special arrangement or
applicable treaty between China and the jurisdiction in which the non-Chinese resident enterprise
resides. Pursuant to the Circular on Questions Concerning Withholding of Enterprise Income Tax
for Dividends Distributed by Resident Enterprises in China to Non-resident Enterprises Holding
H-shares of the Enterprises (Guo Shui Han [2008] No. 897) (͏ΆุΣྤ̮H͏
ٝ(਷೼Ռ[2008]897 ໮)) promulgated by the
SA T on November 6, 2008, we intend to withhold tax at 10% from dividends payable to
non-Chinese resident enterprise holders of H Shares (including HKSCC Nominees). Non-Chinese
resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax
treaty or arrangement will be required to apply to the Chinese tax authorities for a refund of any
amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject
to approval by the Chinese tax authorities. There are uncertainties as to the interpretation and
implementation of the EIT Law and its implementation rules by Chinese tax authorities, including
whether and how enterprise income tax on gains derived upon the sale or other disposition of H
RISK FACTORS
–5 4–


--- page 65 ---
Shares will be collected from non-Chinese resident enterprise holders of H Shares. If such tax is
collected in the future, the value of such non-Chinese resident enterprise holders’ investments in H
Shares may be materially and adversely affected.
Payment of dividends is subject to restrictions under PRC law.
Under PRC law, dividends may be paid only out of distributable profits. Distributable profits
are defined as our profits after taxes as determined under PRC GAAP less any recovery of
accumulated losses and appropriations to statutory and other reserves that we are required to make.
As a result, we may not have sufficient, if any, distributable profits to enable us to make dividend
distributions to our Shareholders in the future, including periods for which our financial statements
indicate that our operations have been profitable. Any distributable profits not distributed in a given
year are retained and available for distribution in subsequent years.
Moreover, because the calculation of distributable profits under PRC GAAP is different from
the calculation under IFRSs in certain respects, our subsidiaries may not have distributable profits
as determined under PRC GAAP , even if they have profits for that year as determined under IFRSs,
or vice versa. Accordingly, we may not receive sufficient distributions from our subsidiaries.
Failure by our subsidiaries to pay dividends to us could have a negative impact on our cash flow
and our ability to make dividend distributions to our Shareholders in the future, including those
periods in which our financial statements indicate that our operations have been profitable.
It may be difficult to effect service of process, enforce foreign judgments or bring original
actions against us, our Directors, Supervisors and senior management residing in China.
We are a company incorporated under the laws of China, and a substantial majority of our
assets are located in China. In addition, most of our Directors, Supervisors and senior management
reside within Chinese Mainland. As a result, the service of process, investigation, collection of
evidence, ratification and enforcement procedure inside China should follow the rules set forth in
the Civil Procedure Law of the People’s Republic of China as well as other applicable laws,
regulations and interpretations. These generally require more time and associated costs. On July 14,
2006, the Supreme People’s Court of China and Hong Kong entered into the Arrangement on
Reciprocal Recognition and Enforcement of Judgements in Civil and Commercial Matters by the
Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice
of Court Agreements between Parties Concerned (ʝႩ̙ձੂБ
τર) (the “ 2006 Arrangement ”). Pursuant to the 2006
Arrangement, a party with a final judgment rendered by a Hong Kong court requiring payment of
money in a civil and commercial in accordance with a choice of court agreement in writing, may
apply for recognition and enforcement of the judgment in China, and vice versa. However, it is
subject to the parties in the dispute agreeing to enter into a choice of court agreement in writing
under the 2006 Arrangement.
On January 18, 2019, the Supreme People’s Court of China and Hong Kong entered into the
Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial
Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (׵
τર ) (the “ 2019 Arrangement ”),
which became effective on January 29, 2024. The 2019 Arrangement supersedes the 2006
Arrangement and affords greater clarity and certainty for reciprocal recognition and enforcement of
judgments in civil and commercial matters. The 2006 Arrangement will remain applicable to a
“choice of court agreement in writing” entered into before the 2019 Arrangement took effect.
However, there remain uncertainties as to the outcome of any specific applications to recognize and
enforce such judgments and arbitral awards in China.
RISK FACTORS
–5 5–


--- page 66 ---
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares, and the liquidity and market price
of our H Shares may be volatile.
Prior to the Global Offering, there has been no public market for our H Shares. The Offer Price
range for our H Shares was the result of negotiations between us, the Overall Coordinators and the
Joint Global Coordinators on behalf of the Underwriters, and the Offer Price may differ
significantly from the market price for our H Shares following the Global Offering. We have applied
for listing of, and permission to deal in, our H Shares on the Stock Exchange. A listing on the Stock
Exchange, however, does not guarantee that an active and liquid trading market for our H Shares
will develop or, if it does develop, that it will be sustained following the Global Offering or that
the market price of our H Shares will not decline following the Global Offering. Furthermore, the
market price and trading volume of our H Shares may be volatile, subject to a number of factors
such as the fluctuations in our operational results, the effectiveness in executing our strategies,
adverse market conditions, litigations, regulatory changes, geopolitical tensions, technology
developments, among others. Moreover, the capital market has from time to time experienced
significant price and trading volume fluctuations that were unrelated or not directly related to the
operating performance of the underlying companies in the market. These broad market and industry
fluctuations may have a material and adverse effect on the market price and trading volume of our
H Shares.
An active and liquid trading market for our H Shares may not develop.
Prior to the Global Offering, our H Shares were not traded on any other market. We cannot
assure you that an active and liquid trading market for our H Shares will be developed or be
maintained after the Global Offering. Liquid and active trading markets usually result in less price
volatility and greater efficiency in carrying out investors’ purchase and sale orders. The market
price of our H Shares could vary significantly as a result of a number of factors, some of which are
beyond our control. In the event of a drop in the market price of our H Shares, you could lose a
substantial part or all of your investment in our H Shares.
Future sales or perceived sales or conversion of substantial amounts of our securities in the
public market, such as conversion of our Domestic Shares into H Shares, could have a material
and adverse effect on the prevailing market price of our H Shares and our ability to raise
additional capital in the future, or may result in dilution of your shareholding.
Future sales of substantial amounts of our H Shares or other securities relating to our H Shares
in the public market, or the issuance of new H Shares or other securities relating to our H Shares,
or the perception that such sales or issuances may occur, could all cause a decline in the market
price of our H Shares. Future sales, or perceived sales, of substantial amounts of our securities or
other securities relating to our H Shares, including part of any future offerings, could also materially
and adversely affect the prevailing market price of our H Shares and our ability to raise capital in
the future at a time and a price which we deem appropriate. Although our existing shareholders are
subject to restrictions on their sales of H Shares during the 12 months from the Listing Date as
described in “History, Development and Corporate Structure,” future sales of a significant number
of our H Shares by our Controlling Shareholders or other existing shareholders in the public market
after the Global Offering, or the perception that these sales could occur, could cause the market
price of our H Shares to decline and could materially impair our future ability to raise capital
through offerings of our H Shares. We cannot assure you that our Controlling Shareholders, or other
existing shareholders, will not dispose of H Shares held by them or that we will not issue H Shares
upon the expiration of restrictions set out above.
RISK FACTORS
–5 6–


--- page 67 ---
We may not be able to pay any dividends on our H Shares.
No dividend was paid or declared by our Company during the Track Record Period. We cannot
guarantee when and in what form dividends will be paid on our H Shares following the Global
Offering. The declaration of dividends is proposed by the Board and is based on, and limited by,
various factors, including without limitation our business and financial performance, capital and
regulatory requirements, and general business conditions. We may not have sufficient or any profits
to enable us to make dividend distributions to our Shareholders in the future, even if our financial
statements indicate that our operations have been profitable. See “Financial Information —
Dividends and Dividend Policy.”
If securities or industry analysts do not publish research reports about us, or if they adversely
change their recommendations regarding our H Shares, the market price and trading volume
of our H Shares may decline.
The trading market of our H Shares may be influenced by research reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us
downgrade our H Shares or publish negative opinions about us, the market price of our H Shares
would likely decline regardless of the accuracy of the information. If one or more of these analysts
ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the
financial markets which, in turn, could cause the market price or trading volume of our H Shares
to decline.
Forward-looking statements contained in this Prospectus are subject to risks and
uncertainties.
This Prospectus contains forward-looking statements with respect to our business strategies,
operating efficiencies, competitive positions, growth opportunities for existing operations, plans
and objectives of management, certain pro forma information and other matters. The words
“anticipate,” “believe,” “could,” “potential,” “continue,” “expect,” “intend,” “may,” “plan,” “seek,”
“will,” “would,” “should” and the negative of these terms and other similar expressions identify a
number of these forward-looking statements. These forward-looking statements, including, among
others, those relating to our future business prospects, capital expenditure, cash flows, working
capital, liquidity and capital resources are necessarily estimates reflecting the best judgment of our
Directors and senior management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking statements. As a
result, these forward-looking statements should be considered in light of various important factors,
including those set out in “Risk Factors” in this Prospectus. Accordingly, such statements are not
a guarantee of future performance, and you should not place undue reliance on any forward-looking
information. All forward-looking statements in this Prospectus are qualified by reference to this
cautionary statement.
Certain facts, forecasts and other statistics in this document are derived from publicly
available official governmental sources.
This Prospectus includes industry data and forecasts extracted from official government
publications or publicly available sources. We believe that the sources of this information are
appropriate sources for such information and have taken reasonable care in extracting and
reproducing such information. We have no reason to believe that such information is false or
misleading or that any fact has been omitted that would render such information false or misleading.
The information from official government sources has not been independently verified by us, the
Joint Sponsors, the Overall Coordinators, the Underwriters or any other parties involved in the
Global Offering and no representation is given as to its accuracy. For these reasons, the information
from official government sources contained in this Prospectus may not be accurate and should not
be given undue reliance as a basis for making your investment in our H Shares.
RISK FACTORS
–5 7–


--- page 68 ---
We may need additional capital, and the sale and issue of additional H Shares or other equity
securities could result in additional dilution of our Shareholders.
Notwithstanding our current cash and cash equivalents and the net proceeds from the Global
Offering, we may require additional cash resources to finance our continued growth or other future
developments. We cannot assure you that financing will be available in the amounts or on terms
acceptable to us, if at all. If we fail to raise additional funds, we may need to sell and issue
additional equity securities, which could result in additional dilution of our Shareholders.
Investors should read the entire document 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.
Prior to the publication of this Prospectus, there has been and there may also be, subsequent
to the date of this Prospectus but prior to the completion of the Global Offering, press and media
coverage regarding us, our business, our industries and the Global Offering, which contained,
among other things, certain financial information, projections, valuations and other forward-looking
information about us and the Global Offering. We have not authorized the disclosure of any such
information in the press or media and do not accept responsibility for the accuracy or completeness
of such press articles or other media coverage. We make no representation as to the appropriateness,
accuracy, completeness or reliability of any of such projections, valuations or other forward-looking
information about us. To the extent such statements are inconsistent with, or conflict with, the
information contained in this Prospectus, we disclaim responsibility for them. Accordingly,
prospective investors are cautioned to make their investment decisions on the basis of the
information contained in this Prospectus only and should not rely on any other information.
RISK FACTORS
–5 8–


--- page 69 ---
In preparation for the Listing, we have applied to the Stock Exchange for the following
waivers from strict compliance with the relevant provisions of the Listing Rules:
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We have entered into and are expected to continue with certain transactions after the Listing,
which will constitute our non-exempt continuing connected transactions under Chapter 14A of
Listing Rules upon Listing. Accordingly, we have applied to the Stock Exchange for, and the Stock
Exchange has granted us, a waiver under Rule 14A.105 of the Listing Rules from strict compliance
with the announcement and independent shareholders’ approval requirements (as the case may be)
in respect of the transactions under Chapter 14A of the Listing Rules. See “Connected
Transactions.”
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong, which normally means that at least two executive directors
must be ordinarily resident in Hong Kong. Given that (i) our core business operations are
principally located, managed and conducted in the PRC and will continue to be based in the PRC;
(ii) our Company’s head office is situated in the PRC, our executive Directors and senior
management team principally reside in the PRC and will continue to be based in the PRC after the
Listing; and (iii) the management and operation of our Company have mainly been under the
supervision of the executive Directors and senior management of our Company, who are principally
responsible for the overall management, corporate strategy, planning, business development and
control of our Company’s business, and all the executive Directors and senior management of our
Company principally reside in the PRC and it is important for them to remain in close proximity
to our Company’s operation located in the PRC, we consider that it would be more practical for our
executive Directors and senior management to remain ordinarily resident in the PRC where our
Company has substantial operations. For the above reasons, we do not have, and do not contemplate
in the foreseeable future that we will have sufficient management presence in Hong Kong for the
purpose of satisfying the requirement under Rules 8.12 and 19A.15 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 Rules 8.12 and 19A.15 of the Listing Rules. We will ensure
that there are adequate and efficient arrangements to achieve regular and effective communication
between us and the Stock Exchange as well as compliance with the Listing Rules by way of the
following arrangements:
(i) Authorized representatives: we have appointed Mr. Zhang Yingtao ( ੵᏐᏹ) and Ms.
Chan Pui Ching (ࠊ“() Ms. Chan ”) as the authorized representatives (“ Authorized
Representatives ”) for the purpose of Rule 3.05 of the Listing Rules. The Authorized
Representatives will act as our principal channel of communication with the Stock
Exchange and would be readily contactable by phone and email to deal promptly with
enquiries from the Stock Exchange. Although Mr. Zhang Yingtao resides in the PRC, he
possesses valid travel documents and are able to renew such travel documents when they
expire in order to visit Hong Kong and Ms. Chan is an ordinarily resident in Hong Kong.
Accordingly, the Authorized Representatives will be able to meet with the relevant
members of the Stock Exchange to discuss any matters in relation to our Company
within a reasonable period of time. See “Directors and Senior Management” for more
information about Mr. Zhang Yingtao and Ms. Chan.
(ii) Directors: to facilitate communication with the Stock Exchange, we have provided the
Authorized Representatives and the Stock Exchange with the contact details (such as
mobile phone numbers, office phone numbers and/or email addresses) of each of our
Directors. In the event that any Director expects to travel or otherwise be out of the
office, he or she will provide the phone number, and fax numbers (where applicable) of
W AIVER AND EXEMPTION
–5 9–


--- page 70 ---
the place of his/her accommodation to the Authorized Representatives. Accordingly, the
Authorized Representatives have means for contacting all directors promptly at all times
as and when the Stock Exchange wishes to contact the Directors on any matters. To the
best of our knowledge and information, each Director who is not ordinarily resident in
Hong Kong possesses or can apply for valid travel documents to visit Hong Kong and
can meet with the Stock Exchange within a reasonable period after being requested to
do so by the Stock Exchange.
(iii) Compliance adviser: we have appointed Gram Capital Limited as our compliance
adviser (“ Compliance Adviser ”) in compliance with Rule 3A.19 of the Listing Rules.
The Compliance Adviser will, among other things and in addition to the Authorized
Representatives, provide us with professional advice on continuing obligations under the
Listing Rules and act as an additional channel of communication of our Company with
the Stock Exchange during the period from the Listing Date to the date on which our
Company complies with Rule 13.46 of the Listing Rules in respect of its financial results
for the first full financial year immediately after the Listing. The Compliance Adviser
will be available to answer enquiries from the Stock Exchange and will act as the
principal channel of communication with the Stock Exchange when the Authorized
Representatives are not available.
W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
Rule 8.17 of the Listing Rules provides that our Company must appoint a company secretary
who satisfies the requirements under Rule 3.28 of the Listing Rules.
According to Rule 3.28 of the Listing Rules, our Company must appoint an individual, who,
by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of
the Stock Exchange, capable of discharging the functions of company secretary.
Pursuant to Note 1 to Rule 3.28 of the Listing Rules, 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); and
(c) a certified public accountant (as defined in the Professional Accountants Ordinance).
In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant
experience,” the Stock Exchange will consider the individual’s:
(a) length of employment with the issuer and other issuers and the roles they played;
(b) familiarity with the Listing Rules and other relevant law and regulations including the
Securities and Futures Ordinance, Companies Ordinance, 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.
W AIVER AND EXEMPTION
–6 0–


--- page 71 ---
We have appointed Mr. Zhang Yingtao ( ੵᏐᏹ) as one of the joint company secretaries of our
Company. Mr. Zhang Yingtao has been responsible for financing, investor relations, financial
management, legal and compliance, and business development of our Group since November 2020
and was appointed as our chief financial officer, Board secretary, and our executive Director on May
14, 2025, through which Mr. Zhang Yingtao has gained a thorough understanding of the
management and business operation of our Group. Mr. Zhang Yingtao has been actively involved
in the proposed Listing since its inception. As Mr. Zhang Yingtao has substantial experience in
handling financing, investor relations, financial management, legal and compliance, and business
development matters relating to our Company, and is familiar with our Company’s business
operations, the Board believes that the appointment of Mr. Zhang Yingtao as our company secretary
would be beneficial for our Company. See “Directors and Senior Management” for further
biographical details of Mr. Zhang Yingtao. However, Mr. Zhang Yingtao personally 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, our Company has appointed
Ms. Chan, a Chartered Secretary, a Chartered Governance Professional and an Associate of both The
Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United
Kingdom, who fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing
Rules to act as one of our joint company secretaries and to provide assistance to Mr. Zhang Yingtao
for an initial period of three years from the Listing Date to enable Mr. Zhang Yingtao 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. See “Directors and Senior
Management” for further biographical details of Ms. Chan which satisfy the requirements under
Note 1(a) to Rule 3.28 of the Listing Rules.
The following arrangements have been, or will be, put in place to assist Mr. Zhang Yingtao
in acquiring the qualifications and experience as the company secretary of our Company required
under Rule 3.28 of the Listing Rules:
(a) Mr. Zhang Yingtao will endeavor to attend relevant training courses, including briefings
on the latest changes to the relevant applicable Hong Kong laws and regulations and the
Listing Rules, which will be organized by our Company’s Hong Kong legal advisers on
an invitation basis and seminars organized by the Stock Exchange for listed issuers from
time to time;
(b) Ms. Chan will assist Mr. Zhang Yingtao to enable him to acquire the relevant experience
(as required under Rule 3.28 of the Listing Rules) to discharge the duties and
responsibilities as the company secretary of our Company;
(c) Ms. Chan will communicate regularly with Mr. Zhang Yingtao on matters relating to
corporate governance, the Listing Rules and any other laws and regulations which are
relevant to our Company and its affairs. Ms. Chan will work closely with, and provide
assistance for, Mr. Zhang Yingtao in the discharge of his duties as a company secretary,
including organizing our Company’s Board meetings and general meetings; and
(d) Upon expiry of Mr. Zhang Yingtao’s initial term of appointment as the joint company
secretary of our Company, we will evaluate his experience in order to determine if he has
acquired the qualifications required under Rule 3.28 of the Listing Rules, and whether
on-going assistance should be arranged so that Mr. Zhang Yingtao’s appointment as the
company secretary of our Company continues to satisfy the requirements 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 Rules 3.28 and 8.17 of the Listing Rules. Such waiver will
be revoked immediately if and when Ms. Chan ceases to provide assistance to Mr. Zhang Yingtao
or there are material breaches of the Listing Rules by our Company. Before the expiry of the initial
three-year period, the qualification of Mr. Zhang Yingtao will be re-evaluated to determine whether
the requirements as stipulated in Note 2 to Rule 3.28 of the Listing Rules can be satisfied.
W AIVER AND EXEMPTION
–6 1–


--- page 72 ---
W AIVER IN RESPECT OF STRICT COMPLIANCE WITH RULE 4.04(1) OF THE LISTING
RULES AND EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1) IN
RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF THE
THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE
Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
requires, subject to section 342A of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, all prospectuses to state the matters specified in Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance and set out the reports specified
in Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
According to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, a listing applicant is required to include in its prospectus a
statement as to the gross trading income or sales turnover (as may be appropriate) of the listing
applicant during each of the three financial years immediately preceding the issue of its prospectus,
as well as an explanation of the method used for the computation of such income or turnover and
a reasonable breakdown of the more important trading activities.
According to paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, a listing applicant is required to include in its prospectus a
report by the auditors of the listing applicant with respect to profits and losses and assets and
liabilities in respect of each of the three financial years immediately preceding the issue of the
prospectus.
According to section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the SFC may issue, subject to such conditions (if any) as it thinks fit, a certificate of
exemption from compliance with the relevant requirements of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance if, having regard to the circumstances, the SFC considers that
the exemption will not prejudice the interests of the investing public and compliance with the
relevant requirements would be irrelevant or unduly burdensome, or is otherwise unnecessary or
inappropriate.
Pursuant to Rule 4.04(1) of the Listing Rules, the accountant’s report contained in this
prospectus must include, inter alia, the results of our Company in respect of each of the three
financial years immediately preceding the issue of this prospectus or such shorter period as may be
acceptable to the Stock Exchange.
Chapter 1.1A of the Guide for New Listing Applicants has provided the conditions for
granting a waiver from strict compliance with Rule 4.04(1) of the Listing Rules.
Pursuant to Rule 13.49(1) of the Listing Rules, a issuer must publish its preliminary financial
results not later than three months after the end of the financial year.
The Accountants’ Report for each of the three years ended December 31, 2024 and the nine
months ended September 30, 2025 has been prepared and is set out in Appendix I to this prospectus.
Pursuant to the relevant requirements set out above, our Company is required to include three full
years of audited accounts for the three years ended December 31, 2025 in this prospectus. As such,
an application has been made to the Stock Exchange for a waiver from strict compliance with Rule
4.04(1) of the Listing Rules, and such waiver has been granted by the Stock Exchange on the
conditions that:
(a) this prospectus will be issued on or before March 20, 2026 and the Company’s H Shares will
be listed on or before March 31, 2026, i.e. three months after the latest financial year end of
our Company;
W AIVER AND EXEMPTION
–6 2–


--- page 73 ---
(b) in accordance with Chapter 1.1A of the Guide for New Listing Applicants, the preliminary
unaudited financial information for the financial year ended December 31, 2025 and a
commentary on the results for that financial year have been included in this prospectus, which
(a) follows the same content requirements as for a preliminary results announcement under
Rule 13.49 of the Listing Rules; and (b) has been agreed with the reporting accountants
following their review under Practice Note 730 “Guidance for Auditors Regarding Preliminary
Announcements of Annual Results” issued by the Hong Kong Institute of Certified Public
Accountants; and
(c) our Company obtains a certificate of exemption from the SFC on strict compliance with
paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
An application has also been made to the SFC for a certificate of exemption from strict
compliance with the requirements under paragraph 27 of Part I and paragraph 31 of Part II of the
Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance and a
certificate of exemption has been granted by the SFC under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance on the conditions that (i) the particulars of
the exemption are set out in this prospectus; (ii) this prospectus will be issued on or before March
20, 2026 and the Company’s H Shares will be listed on the Stock Exchange on or before March 31,
2026, i.e. three months after the latest financial year end of the Company.
Pursuant to the Note to Rule 13.49(1) of the Listing Rules, our Company will publish an
announcement after the Listing and no later than March 31, 2026 stating that the relevant financial
information has been included in this prospectus. Our Company will not be in breach of our
constitutional documents or laws and regulations of the PRC, where our Company is incorporated,
or other regulatory requirements as a result of not publishing our preliminary results announcement
for the year ended December 31, 2025 in accordance with Rule 13.49(1) of the Listing Rules.
The applications to Stock Exchange for a waiver from strict compliance with Rule 4.04(1) of
the Listing Rules and to the SFC for a certificate of exemption from strict compliance with the
requirements under section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to paragraph 27 of Part I and paragraph 31 of Part II of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance have been made
on the grounds, among others, that strict compliance with the above requirements would be unduly
burdensome and the waiver and exemption would not prejudice the interests of the investing public
as:
(a) there would not be sufficient time for our Company and the reporting accountants of our
Company (the “Reporting Accountants”) to finalize the audited financial statements for the
year ended December 31, 2025 for inclusion in this prospectus. If the financial information for
the year ended December 31, 2025 is required to be audited, our Company and the Reporting
Accountants would have to carry out substantial volume of work to prepare, update and
finalize the Accountants’ Report and this prospectus, and the relevant sections of the
prospectus will need to be updated to cover such additional period. This would involve
additional time and costs since substantial work is required to be carried out for audit
purposes. It would be unduly burdensome for the audited results for the year ended December
31, 2025 to be finalized in a short period of time. Our Directors consider that the benefits of
such work to the existing and prospective shareholders of our Company may not justify the
additional work and expenses involved and the delay of the listing timetable;
(b) our Directors and the Joint Sponsors confirm, after performing sufficient due diligence work
up to the date of this prospectus, that there has been no material adverse change to the
financial and trading positions or prospects of the Group since October 1, 2025 (immediately
following the date of the latest audited statement of financial position in the Accountants’
Report set out in Appendix I to this prospectus) up to the date of this prospectus, and there
has been no event since October 1, 2025 which would materially affect the information
contained in the Accountants’ Report as set out in Appendix I to this prospectus, the financial
information section, the unaudited preliminary financial information of the Group for the year
W AIVER AND EXEMPTION
–6 3–


--- page 74 ---
ended December 31, 2025 and a commentary on the results for the year as set out in Appendix
IIA to this prospectus and information regarding the Company’s recent development
subsequent to the Track Record Period and up to the date of this prospectus;
(c) our Company and the Joint Sponsors are of the view that the Accountants’ Report covering the
three years ended December 31, 2024 and the nine months ended September 30, 2025,
together with the unaudited preliminary financial information of the Group for the year ended
December 31, 2025 and a commentary on the results for the year included in this prospectus
have already provided the potential investors with adequate and reasonably up-to-date
information in the circumstances to form a view on the track record and earnings trend of our
Company; and our Directors confirm that all information which is necessary for the investing
public to make an informed assessment of the activities, assets and liabilities, financial
position, trading position, management and prospects has been included in this prospectus.
Therefore, the waiver and exemption would not prejudice the interests of the investing public;
(d) pursuant to the Note to Rule 13.49(1) of the Listing Rules, our Company will publish an
announcement after the Listing and no later than March 31, 2026 stating that the relevant
financial information has been included in this prospectus. Our Company will not be in breach
of our constitutional documents or laws and regulations of the PRC, where our Company is
incorporated, or other regulatory requirements as a result of not publishing our preliminary
results announcement for the year ended December 31, 2025 in accordance with Rule 13.49(1)
of the Listing Rules; and
(e) our Company will comply with the requirements under Rules 13.46(2) of the Listing Rules in
respect of the publication of our annual report. Our Company currently expects to issue our
annual report for the financial year ended December 31, 2025 on or before April 30, 2026. In
this regard, our Directors consider that the Shareholders, the investing public as well as
potential investors of our Company will be kept informed of the financial results of our Group
for the financial year ended December 31, 2025.
W AIVER AND CONSENT IN RESPECT OF SUBSCRIPTIONS OF OFFER SHARES BY
CLOSE ASSOCIATES OF EXISTING SHAREHOLDER AS CORNERSTONE INVESTORS
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the
issuer may only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of a new applicant either in his or its own name or through nominees if
the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. The conditions in Rules
10.03(1) and (2) are that (i) no securities are offered to the existing shareholders on a preferential
basis and no preferential treatment is given to them in the allocation of the securities; and (ii) the
minimum prescribed percentage of public shareholders required by Rule 8.08(1) of the Listing
Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides, inter alia, that no allocations
will be permitted to applicant’s existing shareholders or their close associates, whether in their own
names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the Listing
Rules are fulfilled, without the prior written consent of the Stock Exchange.
Chapter 2.5 of the Guide provides that (i) given the likely significant funding needs of
Specialist Technology Companies (as defined under Chapter 18C of the Listing Rules) and the
importance of existing shareholders in meeting the funding needs of these companies, existing
shareholders and/or its close associates may participate in the initial public offering (“ IPO”) of a
Specialist Technology Company provided that the applicant complies with Rules 8.08(1)/19A.13A,
18C.08 and 8.08A/19A.13C. An existing shareholder holding 10% or more of the shares in the
Specialist Technology Company prior to IPO must subscribe for shares in the IPO as a cornerstone
investor; and an existing shareholder holding less than 10% of the shares in the Specialist
Technology Company prior to IPO may subscribe for shares in the IPO as either a cornerstone
investor or a placee. In the case of subscription as a placee, the applicant and its sponsors must
W AIVER AND EXEMPTION
–6 4–


--- page 75 ---
confirm that no preference in allocation was given to the existing shareholder; and in the case of
subscription as a cornerstone investor, the applicant and its sponsors must confirm that no
preference was given to the existing shareholder other than the preferential treatment of assured
entitlement at the IPO price and the terms are substantially the same as other cornerstone investors.
As further described in the section headed “Cornerstone Investors” in this Prospectus,
Richfirm (Hong Kong) Development Limited ( Όන(ಥ)ʮ̡)( “ Richfirm ”) has entered
into a cornerstone investment agreement as a cornerstone investor (“ Cornerstone Investor ”) with
the Company, the Joint Sponsors, and the Overall Coordinators to subscribe for the Offer Shares.
Richfirm is wholly owned by Y uet Tak Trading Company Limited (ʮ̡), which in
turn is held as to 50% by Foshan Shunde District Shunhui Information Consulting Co., Ltd. ( Нʆ
ʮ̡)( “ Shunhui Information ”) and 50% by Foshan Shunde District
Changde Real Estate Development Co., Ltd. (ʮ̡)( “ Changde
Real Estate ”). Shunhui Information is ultimately owned by the State-owned Assets Supervision and
Administration Commission of Shunde District, Foshan City ( Нʆ̹නᅃਜ਷Ϟ༟ପ္ຖ၍ଣ҅)
(“Shunde SASAC ”), and Changde Real Estate is ultimately owned as to 91.08% and 8.92% by
Shunde SASAC and the Department of Finance of Guangdong Province (ᝂ),
respectively.
The Company has several state-owned existing Shareholders. Y uecai Investors, i.e.,
Guangdong Y uecai and Chuangying Jianke are ultimately controlled by Guangdong Provincial
People’s Government (ִ݁SIHC Investors, i.e., Toposcend, Zhongxiaodan and
Shenzhen Talent are ultimately controlled by State-owned Assets Supervision and Administration
Commission of Shenzhen Municipal People’s Government (ࡰ
ึ)( “ Shenzhen SASAC ”). Please refer to “History, Development and Corporate Structure —
Information regarding Our Pre-IPO Investors” for further information. Y uecai Investors and SIHC
collectively hold approximately 4.25% of the shareholdings of the Company as of the Latest
Practicable Date and immediately prior to the completion of the Global Offering.
As Richfirm is ultimately controlled by Shunde SASAC, Y uecai Investors and SIHC Investors
are ultimately controlled by Guangdong Provincial People’s Government (ִ݁and
Shenzhen SASAC, respectively, Richfirm is a close associate of the Company’s existing
shareholders Y uecai Investors and SIHC Investors.
We have applied for a waiver from strict compliance with Rule 10.04 of the Listing Rules and
a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit Richfirm to
participate as Cornerstone Investor in the Global Offering to subscribe for the Offer Shares to be
issued by the Company under the International Offering. The Stock Exchange has agreed to grant
the requested waiver and consent subject to the conditions that:
(a) the Company will comply with the public float requirements of Rules 19A.13A and
18C.08 of the Listing Rules and the free float requirements of Rule 19A.13C of the
Listing Rules;
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been, nor
will be directly or indirectly, given to Richfirm as a cornerstone investor by virtue of its
relationship with the Company in any allocation in the Global Offering, other than the
preferential treatment of assured entitlement under the cornerstone investment at the
Offer Price and the terms are substantially the same as other cornerstone investors; and
(c) details of the subscription of the Offer Shares by Richfirm as Cornerstone Investor under
the Global Offering are disclosed in this Prospectus, and details of the allocation will be
disclosed in the allotment results announcement of our Company. For further
information about the relevant cornerstone investments, please refer to the section
headed “Cornerstone Investors” in this Prospectus.
W AIVER AND EXEMPTION
–6 5–


--- page 76 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the Hong Kong 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 purposes of giving
information to the public with regard to the Group. Our Directors, having made all reasonable
enquiries, confirm that, to the best of their knowledge and belief, the information contained in this
Prospectus is accurate and complete in all material aspects and not misleading or deceptive, and
there are no other matters the omission of which would make any statement herein or this
Prospectus materially misleading.
CSRC APPROV AL
On February 14, 2026, the CSRC has issued a notification on our Company’s completion of
the PRC filing procedures for the listing of our H Shares on the Stock Exchange and the Global
Offering. As advised by our PRC Legal Advisor, our Company has completed all necessary filings
with the CSRC in the PRC in relation to the Global Offering and the Listing.
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 4,039,400 H Shares initially offered and the International Offering of 76,745,600
H Shares initially offered (subject, in each case, to reallocation on the basis under the section
headed “Structure of the Global Offering” in this Prospectus) and, in case of the International
Offering, to any exercise of the Offer Size Adjustment Option or the Over-allotment Option.
The Listing of our H Shares on the Stock Exchange is sponsored by the Joint Sponsors and
the Global Offering is managed by the Overall Coordinators. Pursuant to the Hong Kong
Underwriting Agreement, the Hong Kong Public Offering is fully underwritten by the Hong Kong
Underwriters on a conditional basis. The International Offering is expected to be fully underwritten
by the International Underwriters pursuant to the terms of the International Underwriting
Agreement which is expected to be entered into on or about Thursday, March 26, 2026, subject to
agreement on the Offer Price. Further details of the Underwriters and the underwriting arrangements
are set out in the section headed “Underwriting” in this Prospectus.
The Offer Shares are offered solely on the basis of the information contained and
representations made in this Prospectus and on the terms and subject to the conditions set out herein
and therein. No person is authorized to give any information in connection with the Global Offering
or to make any representation not contained in this Prospectus, and any information or
representation not contained herein must not be relied upon as having been authorized by the
Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Global Coordinators, the
Joint Lead Managers, the Joint Bookrunners, the Capital Market Intermediaries, the Underwriters,
any of our or their affiliates or any of their respective directors, officers, employees, advisers,
agents or representatives, or any other persons or parties involved in the Global Offering.
Neither the delivery of this Prospectus nor any subscription or acquisition made in connection
with it 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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 6–


--- page 77 ---
Details of the structure of the Global Offering (including its conditions) and the arrangements
relating to the Offer Size Adjustment Option and the Over-allotment Option and stabilization, are
set out in the section headed “Structure of the Global Offering” and “Underwriting” in this
Prospectus, and the procedures for applying for the Hong Kong Offer Shares are set out in “How
to Apply for the Hong Kong Offer Shares” of this Prospectus.
RESTRICTIONS ON OFFER AND SALES OF H SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will
be required to, or be deemed by his acquisition of the Hong Kong Offer Shares to, confirm that he
is aware of the restrictions on offers and sales of the Hong Kong Offer Shares as described in this
Prospectus.
No action has been taken to permit a public offering of the Offer Shares in any jurisdiction
other than Hong Kong, or the distribution of this Prospectus in any jurisdiction other than Hong
Kong. Accordingly, this Prospectus may not be used for the purposes of, and does not constitute,
an offer or invitation for subscription in any jurisdiction or in any circumstances in which such an
offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer
or invitation. The distribution of this Prospectus and the offering and sale of the Offer Shares in
other jurisdictions are subject to restrictions and may not be made except as permitted under the
applicable securities laws of such jurisdictions pursuant to registration with or authorization by the
relevant securities regulatory authorities or an exemption therefrom. In particular, the Offer Shares
have not been publicly offered, directly or indirectly, in the PRC or the United States.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the granting of listing of, and permission to deal
in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may
be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option) and the H Shares to be converted from Domestic Unlisted Shares, on the basis that, among
other things, we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial
Company (as defined in the Listing Rules) with reference to our expected market capitalization at
the time of Listing, which based on the Offer Price, exceeds HK$4 billion. Dealings in the H Shares
on the Hong Kong Stock Exchange are expected to commence on Monday, March 30, 2026. Except
as otherwise disclosed in this Prospectus, no part of our H Shares or Domestic Unlisted Shares is
listed on or dealt in on any other stock exchange, and no such listing or permission to list is being
or proposed to be sought in the near future.
The H Shares will be traded in board lot of 200 H Shares. The stock code of the H Shares is
01021.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the listing of, and permission to deal in, the H Shares on the Stock Exchange is refused
before the expiration of three weeks from the date of the closing of the application lists, or such
longer period (not exceeding six weeks) as may, within the said three weeks, be notified to the
Company by or on behalf of the Stock Exchange, then any allotment made on an application in
pursuance of this Prospectus shall, whenever made, be void.
COMPLIANCE WITH THE LISTING RULES
We will comply with applicable laws and regulations in Hong Kong (including the Listing
Rules) and any other undertakings which have been given in favor of the Hong Kong Stock
Exchange from time to time. If the Listing Committee finds that there has been a breach by us of
the Listing Rules or such other undertakings which may have been given in favor of the Hong Kong
Stock Exchange from time to time, the Listing Committee may instigate cancellation or disciplinary
proceedings in accordance with the Listing Rules.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 7–


--- page 78 ---
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, our H Shares on the Hong Kong
Stock Exchange and our compliance 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 date of commencement of dealings in our H Shares on the Hong Kong
Stock Exchange or any other date as HKSCC chooses. Settlement of any 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 HKSCC Operational Procedures in effect from time to time. Investors should seek
the advice of their stockbroker or other professional advisers for details of the settlement
arrangements as such arrangements may affect their rights and interests. All necessary arrangements
have been made for our H Shares to be admitted into CCASS.
H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
All of the H Shares issued pursuant to applications made in the Hong Kong Public Offering
will be registered on our H Share register of members to be maintained in Hong Kong by our H
Share Registrar, Tricor Investor Services Limited. Our principal register of members will be
maintained by us at our head office in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to Hong
Kong stamp duty.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless otherwise determined by our Company, dividends payable in respect of our H Shares
will be paid to Shareholders whose names are listed on our H Share register of members in Hong
Kong, by ordinary post, at the Shareholders’ risk in Hong Kong dollars to the registered address of
each Shareholder.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed the H Share Registrar, and the H Share Registrar has agreed, not to register
the subscription, purchase or transfer of any H Shares in the name of any particular holders unless
the holder delivers a signed form to the H Share Registrar in respect of those H Shares bearing
statements to the effect that the holder:
(a) agrees with us and each of the Shareholders, and we agree with each Shareholder, to
observe and comply with the PRC Company Law and our Articles of Association;
(b) agrees with us, each of our Shareholders, Directors, managers and officers, and we,
acting for ourselves and for each of our Directors, managers and officers agree with each
Shareholder, to refer all differences and claims arising from our Articles of Association
or any rights or obligations conferred or imposed by the PRC Company Law or other
relevant laws and administrative regulations concerning our affairs to arbitration, and
where applicable, in accordance with our Articles of Association, and any reference to
arbitration shall be deemed to authorize the arbitration tribunal to conduct hearings in
open session and to publish its award, which shall be final and conclusive;
(c) agrees with us and each of our Shareholders that our H Shares are freely transferable by
the holders of our H Shares; and
(d) authorizes us to enter into a contract on his or her behalf with each of our Directors,
managers and officers whereby such Directors, managers and officers undertake to
observe and comply with their obligations to our Shareholders as stipulated in our
Articles of Association.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 8–


--- page 79 ---
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisers as to the taxation implications of subscribing for, purchasing, holding or disposal of, and/or
dealing in the H Shares or exercising rights attached to them. It is emphasized that none of us, the
Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of
their respective directors, officers, employees, agents or representatives or any other person or party
involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any
person resulting from the subscription, purchase, holding, disposal of, or dealing in, the H Shares
or exercising any rights attached to them.
OFFER SIZE ADJUSTMENT OPTION, OVER-ALLOTMENT OPTION AND
STABILIZATION
Details of the arrangements relating to the Offer Size Adjustment Option, the Over-allotment
Option and stabilization are set out in the section headed “Underwriting” and “Structure of the
Global Offering” in this Prospectus.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in “How to Apply for the
Hong Kong Offer Shares” in this Prospectus.
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in
“Structure of the Global Offering” in this Prospectus.
LANGUAGE
If there is any inconsistency between this Prospectus and the Chinese translation of this
Prospectus, the English version of this Prospectus shall prevail. However, the translated English
names of PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations
(including the Company’s subsidiaries) and the like included in this Prospectus and for which no
official English translation exists are unofficial translations for your reference only. If there is any
inconsistency, the Chinese name prevails.
EXCHANGE RATE CONVERSION
Solely for your convenience, this Prospectus contains translations among certain Renminbi
amounts into Hong Kong dollars and of Renminbi amounts into U.S. dollars at specified rates.
Unless indicated otherwise, the translation of (i) Renminbi into Hong Kong dollars, (ii) Renminbi
into U.S. dollars, and (iii) Hong Kong dollars to U.S. dollars, and vice versa, in this Prospectus was
made at the following rates:
 US$1.00 to HK$7.8214;
 US$1.00 to RMB6.8982; and
 HK$1.00 to RMB0.8820.
No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rates or any other rates or
at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 9–


--- page 80 ---
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data, included
in this Prospectus may have been subject to rounding adjustments, or have been rounded to one or
two decimal places. 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
–7 0–


--- page 81 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Wang Guangneng ( ˮΈঐ) 12A, Building 3
Keyuan Xueli
No. 4 Qingwu Road
Nanshan District
Shenzhen
Guangdong Province
PRC
Chinese
Mr. Zhang Guoping ( ੵ਷̻) 6C, Unit 2, Building 27
Sunshine Palm Garden
Qianhai Road
Nanshan Street
Nanshan District
Shenzhen
Guangdong Province
PRC
Chinese
Mr. Zhang Yingtao ( ੵᏐᏹ) 604, Building 11
Y ukang Garden
Xuefu Road
Nanshan Street
Nanshan District
Shenzhen
Guangdong Province
PRC
Chinese
Non-Executive Director
Dr. Fang Bin (ⅳג618, Building 1
Jiahuiyuan, Hua’ao Center
No. 31 Zizhuyuan Road
Haidian District
Beijing
PRC
Chinese
Independent non-executive Directors
Dr. Wang Yihua ( ˮ່ശ) 19E, Unit 2, Building 6
Shuixie Spring Garden
Daling Community
Minzhi Street
Longhua District
Shenzhen
Guangdong Province
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 1–


--- page 82 ---
Name Address Nationality
Dr. Huang Kai ( ර௱) Room 502, No. 670
Puyuan Area
Sun Y at-sen University
Xingang West Road
Haizhu District
Guangzhou
Guangdong Province
PRC
Chinese
Ms. Gao Li ( ৷ᘆ) Room F, 26th Floor, Block 2A
The SouthLand
11 Heung Yip Road
Wong Chuk Hang
Hong Kong
Chinese
(Hong Kong)
For more information on our Directors, see “Directors and Senior Management” of this
Prospectus.
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central, Hong Kong
Deutsche Securities Asia Limited
60/F, International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong
Sponsor-Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central, Hong Kong
Deutsche Bank AG, Hong Kong Branch
60/F, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 2–


--- page 83 ---
Deutsche Bank AG, Hong Kong Branch
60/F, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Joint Global Coordinators, Joint Lead
Managers, Joint Bookrunners and Capital
Market Intermediaries
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central, Hong Kong
Deutsche Bank AG, Hong Kong Branch
60/F, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Joint Bookrunners, Joint Lead Managers Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Zheshang International Financial Holdings
Co., Limited
1703-1706, 17/F, Infinitus Plaza
199 Des V oeux Road Central
Sheung Wan
Hong Kong
Reporting Accountants and
Independent Auditor
Ernst & Y oung
Certified Public Accountants and
Registered Public Interest Entity Auditors
under the Accounting and
Financial Reporting Council Ordinance
27/F , One Taikoo Place
979 King’ s Road, Quarry Bay
Hong Kong
Legal Advisors to our Company As to Hong Kong and U.S. laws:
Clifford Chance
27/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC law:
King & Wood Mallesons
28/F, China Resources Tower
2666 Keyuan South Road, Nanshan District
Shenzhen, Guangdong 518052
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 3–


--- page 84 ---
As to US export control and OIR law:
Ashurst
Shiroyama Trust Tower
30th Floor, 4-3-1 Toranomon
Minato-ku, Tokyo 105-6030,
Japan
Legal Advisors to the Joint Sponsors
and the Underwriters
As to Hong Kong and U.S. laws:
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC law:
Commerce & Finance Law Offices
12-15th Floor, China World Office 2
No. 1 Jianguomenwai Avenue
Beijing
PRC
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Suite 2504, Wheelock Square
1717 Nanjing West Road
Shanghai
PRC
Compliance Adviser Gram Capital Limited
Room 1209
12/F, Nan Fung Tower
88 Connaught Road Central
173 Des V oeux Road Central
Central
Hong Kong
Receiving Bank CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 4–


--- page 85 ---
Head Office and Principal Place of Business
in the PRC
Room 1101, Building 9
Haichuang Dazu Robot Intelligent
Manufacturing Center
No. 3, Erzhi Industrial Avenue
Xihai Village, Beijiao Town
Shunde District, Foshan City
Guangdong, PRC
Principal Place of Business in Hong Kong Room 1919, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s Website www.huayan-robotics.com
(Information on this website does not form
part of this Prospectus)
Joint Company Secretaries Mr. Zhang Yingtao ( ੵᏐᏹ)
Room 1101, Building 9
Haichuang Dazu Robot Intelligent
Manufacturing Center
No. 3, Erzhi Industrial Avenue
Xihai Village, Beijiao Town
Shunde District, Foshan City
Guangdong, PRC
Ms. Chan Pui Ching (ࠊ)
an associate of both The Hong Kong
Chartered Governance Institute and The
Chartered Governance Institute in the United
Kingdom)
Room 1919, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized Representatives Mr. Zhang Yingtao ( ੵᏐᏹ)
Room 1101, Building 9
Haichuang Dazu Robot Intelligent
Manufacturing Center
No. 3, Erzhi Industrial Avenue
Xihai Village, Beijiao Town
Shunde District, Foshan City
Guangdong, PRC
Ms. Chan Pui Ching (ࠊ)
Room 1919, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORATE INFORMATION
–7 5–


--- page 86 ---
Audit Committee Dr. Wang Yihua (Chairperson)
Ms. Gao Li
Mr. Huang Kai
Remuneration Committee Dr. Wang Yihua (Chairperson)
Mr. Wang Guangneng
Ms. Gao Li
Nomination Committee Dr. Wang Yihua (Chairperson)
Mr. Wang Guangneng
Ms. Gao Li
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bank(s) Industrial and Commercial Bank of China
Shenzhen Hi-Tech Park Central Branch
Southeast Corner, 1-2/F
Han’s Technology Center
No. 9988 Shennan Avenue
Nanshan District, Shenzhen
Guangdong Province, PRC
China Merchants Bank
Shenzhen Branch, Shajing Sub-branch
G/F, Xinghe Building
No. 100 Shajing Central Road
Bao’an District, Shenzhen
Guangdong Province, PRC
CORPORATE INFORMATION
–7 6–


--- page 87 ---
The information and statistics presented in this section and other sections of this
Prospectus, unless otherwise indicated, were extracted from different official government
publications and other publications, and from the industry report prepared by Frost &
Sullivan, an independent market research and consulting company that was commissioned by
us, in connection with this Global Offering. The information from official government sources
has not been independently verified by us, the Sponsors, the Overall Coordinators, the Global
Coordinators, the Bookrunners, the Lead Managers, the Underwriters, the Capital Market
Intermediaries, any of their respective directors and advisers, or any other persons or parties
involved in the Global Offering, and no representation is given as to its accuracy.
SOURCES OF INFORMATION
We engaged Frost & Sullivan, an independent market research consultant, to conduct an
analysis of, and to prepare a report on global and China’s cobot industry for the use in this
Prospectus, which was commissioned by us for a fee of RMB420,000. In compiling and preparing
the F&S Report, Frost & Sullivan adopted the following assumptions: (i) the social, economic and
political conditions globally currently discussed will remain stable during the forecast period, (ii)
global and China’s government policies on cobot industry will remain consistent during the forecast
period, (iii) global and China’s on cobot industry will be driven by the factors which are stated in
the report in the forecast period. Except as otherwise noted, all of the data and forecasts contained
in this section are derived from the F&S Report. The Frost & Sullivan Report has been prepared by
Frost & Sullivan independently without any influence from us or other interested parties.
ANALYSIS OF ROBOT MARKET
Definition and Classification of Robot
Robots represent intelligent machine systems designed for autonomous or semi-autonomous
task execution, typically incorporating environmental perception, information processing and
decision-making capabilities. Based on application domains and functional characteristics, robots
can be classified into (i) collaborative robots (“cobots”) , which are designed for safe human-robot
collaboration in shared workspaces and are commonly used in precision machining, welding,
handling and palletizing and inspection; (ii) traditional industrial robots , which are fully
automated systems deployed in isolated environments for high-precision and high-throughput
manufacturing; (iii) service robots , which are non-industrial robots applied in service-oriented
scenarios such as logistics, healthcare and retail; and (iv) other robots , which are designed for
extreme or mission-critical applications including aerospace, nuclear inspection and deep-sea
exploration.
Core Advantages of Cobot
Cobots offer the following key advantages: (i) Cost Efficiency : compact designs, simplified
bill of materials structures and modular architectures reduce upfront investment, installation
requirements and redeployment costs; (ii) Adaptability and Flexibility : lightweight construction,
modular end effectors and drag and teach programming enable rapid redeployment across multiple
application scenarios; (iii) Safety : built in force and torque sensing and collision detection support
safe human robot collaboration without extensive physical barriers; (iv) Ease of Operation :
intuitive graphical interfaces and low code programming reduce setup time and reliance on
specialized engineering resources; and (v) AI Enablement : integration of AI capabilities supports
perception driven tasks and real time adaptation in dynamic operating environments.
INDUSTRY OVERVIEW
–7 7–


--- page 88 ---
Market Size of Global and China’s Robot Market
The global robot industry has experienced a technological leap from industrial automation to
intelligent connected systems. Traditional industrial robots are mainly used in structured production
scenarios such as automobile manufacturing and electronic products. With the breakthrough of
cobots, service robots and AI technology, the application field has rapidly expanded from industrial
manufacturing to multiple scenarios such as medical health, logistics and transportation and
commercial services. The global robot market size has grown from RMB256.0 billion in 2020 to
RMB431.6 billion in 2024 at a CAGR of 14.0%. In the forecast period, the increasing level of
industrial automation, the aging population and labor shortage will continue to stimulate the
demand for automation, while the technological integration of 5G, edge computing and artificial
intelligence will further promote the development of emerging industries such as flexible
manufacturing and personalized services. It is expected that from 2025 to 2029, the global robot
market will continue to expand at a CAGR of 15.0%, reaching RMB861.9 billion in 2029. The
proportion of the global cobot market size in the overall robot market size increased from 1.0% in
2020 to 1.7% in 2024, and is expected to increase to 4.1% in 2029.
Market Size of Global Robot Market (by revenue), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
256.0 287.6 330.2 378.3
431.6
492.5
565.3
648.8
748.0
861.9
RMB billion
Cobot 2.5 3.7 4.7 5.8 7.5 13.19.8 18.0 25.0 35.0 32.0% 37.4%
Traditional Industrial Robot 82.6 93.3 105.6 117.9 129.2 164.1145.7 184.6 207.8 233.3 11.8% 12.5%
CAGR
20-24
CAGR
25E-29E
800
600
400
200
0
CAGR: 14.0%
CAGR: 15.0%
Service Robot 129.9 142.2 161.9 185.0 212.1 275.6241.5 315.1 360.8 413.9 13.0% 14.4%
Other Robots 41.0 48.3 58.1 69.6 82.9 112.5 95.5 131.1 154.5 179.7 19.3% 17.1%
1,000
Source: Frost & Sullivan
In China’s market, policy support, accelerated localization of the industrial chain, and the
vigorous development of strategic industries such as new energy and semiconductors have become
growth engines for the robot market. In 2024, China’s robot market size reached RMB134.5 billion,
accounting for 31.2% of the global market. Looking forward, China’s robot market is expected to
gradually realize the key transformation from scale expansion to quality improvement, and its
position in the global value chain will continue to improve. China’s robot market size is expected
to grow from RMB157.2 billion in 2025 to RMB299.3 billion in 2029 at with a CAGR of 17.5%,
occupying 34.7% of the global market. The proportion of China’s cobot market size in the overall
robot market size increased from 0.8% in 2020 to 1.6% in 2024, and is expected to increase to 4.1%
in 2029.
INDUSTRY OVERVIEW
–7 8–


--- page 89 ---
Market Size of China’s Robot Market (by revenue), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
72.5 81.1
97.4
115.4
134.5
157.2
184.8
216.8
255.0
299.3
RMB billion
Cobot 0.6 1.1 1.4 1.6 2.2 4.02.9 5.7 8.4 12.4 38.8% 43.5%
Traditional Industrial Robot 30.6 34.7 40.0 45.4 50.0 64.756.9 73.4 82.8 93.0 13.1% 13.1%
CAGR
20-24
CAGR
25E-29E
250
200
150
100
0
CAGR: 16.7%
CAGR: 17.5%
Service Robot 29.7 31.7 38.9 47.2 56.5 79.3 66.9 93.9 111.1 131.5 17.4% 18.4%
Other Robots 11.6 13.6 17.1 21.2 25.8 36.830.5 43.8 52.7 62.4 22.1% 19.5%
300
50
Source: Frost & Sullivan
ANALYSIS OF COBOT INDUSTRY
Definition and Classification of Cobots
Cobots are intelligent robotic systems designed with six or more axes, intended to operate
alongside humans within a shared workspace, in close proximity, and through coordinated tasks. Its
primary purpose is to assist humans in completing repetitive tasks across both industrial and
non-industrial scenarios. In terms of payload capacity, cobots are divided into light-duty cobots and
heavy-duty cobots. Light-duty cobots refer to robots with a load of about 3-20 kg, and heavy-duty
cobots refer to robots with a load of about 20-50 kg.
Value Chain of Cobot Industry
Major upstream participants include core component suppliers, while midstream cobot
companies focus on R&D and manufacturing. Downstream system integrators develop secondary
applications and integrate equipment to provide customized workstations and production lines. As
cobot adoption expands, standardized equipment manufacturers and system integrators have
become key downstream players by offering scenario-based solutions. System integrators are also
shifting toward standardized equipment to improve delivery efficiency, reduce costs, and enhance
scalability.
Applications of Cobot Market
Cobots are applied across a wide range of industries, including (i) metal and machining, such
as metal processing and mechanical manufacturing; (ii) automotive and components, covering
automotive manufacturing, components production, manufacturing and testing and lithium battery
production; (iii) consumer electronics, including component assembly and finished product
assembly, inspection and packaging; (iv) fast moving consumer goods (“ FMCG ”), such as food and
beverage and daily chemical packaging, portioning and inspection; (v) healthcare, including
surgical assistance, laboratory automation, rehabilitation therapy and drug development and testing;
and (vi) semiconductor, including wafer handling, inspection and chip testing, sorting and
packaging.
INDUSTRY OVERVIEW
–7 9–


--- page 90 ---
Market Size of Global Cobot Market
The global cobot market grew from RMB2.5 billion in 2020 to RMB7.5 billion in 2024 at a
CAGR of 32.0%, and is projected to achieve year-over-year growth rate of 30.2% in 2025. Driven
by accelerated adoption of AI-integrated cobots, breakthroughs in cost-effective modular designs,
and surging demand from enterprises seeking flexible automation solutions amid labor shortages
and supply chain resilience pressures, the market is projected to maintain strong momentum,
reaching RMB35.0 billion by 2029 with a CAGR of 37.4% from 2025 onward.
European cobot market witnessed a steady growth, rising from RMB1.1 billion in 2020 to
RMB2.9 billion in 2024 with a CAGR of 26.2%, driven by strong industrial automation foundation
and robust manufacturing demand. The region is expected to reach RMB9.4 billion by 2029 with
a CAGR of 26.5% from 2025, reflecting the emphasis on work environment safety and human-robot
collaboration in Europe.
The US cobot market emerged as a rapid growth segment, driven by advanced technology and
strong R&D capability. The market size grew from RMB0.3 billion in 2020 to RMB0.9 billion in
2024 with a CAGR of 28.5%. By 2029, the sector is projected to reach RMB2.9 billion with a
CAGR of 30.7% from 2025, reflecting the demand for manufacturing upgrade and the pursuit of
enhanced production efficiency and flexibility in the US.
Market Size of Global Cobot Market (revenue breakdown by industry), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.5 3.7 4.7 5.8 7.5
9.8
13.1
18.0
25.0
35.0
Billion RMB
Metal and Machining 0.6 0.9 1.1 1.4 1.8 3.1 2.3 4.2 5.9 8.2 30.7% 37.4%
Automotive & Components 0.7 1.2 1.5 1.9 2.5 4.5 3.3 6.3 8.9 12.7 36.0% 39.5%
CAGR
20-24
CAGR
25E-29E
40
30
20
0
CAGR: 32.0%
CAGR: 37.4%
Consumer Electronics 0.5 0.8 0.9 1.1 1.4 2.41.8 3.2 4.4 6.0 29.1% 35.0%
FMCG 0.2 0.2 0.3 0.4 0.4 0.8 0.6 1.0 1.4 1.9 27.7% 35.5%
10
Healthcare
Semiconductor
Others
0.1
0.1
0.2
0.2 0.2 0.3 0.4 0.70.5 0.9 1.3 1.9 32.8% 40.8%
0.3 0.4 0.5 0.6 1.00.8 1.2 1.6 2.1 28.6% 30.1%
0.2 0.2 0.3 0.4 0.80.6 1.0 1.5 2.2 34.5% 40.2%
Source: Frost & Sullivan, Marketing Intelligence Resource (MIR)
Market Size of China’s Cobot Market
China’s cobot market exhibited high growth, expanding from RMB0.6 billion in 2020 to
RMB2.2 billion in 2024, achieving a CAGR of 38.8% during this period. As downstream
application scenarios and market demand continue to expand, the market is projected to accelerate
further, reaching RMB12.4 billion by 2029 with a CAGR of 43.5% from RMB2.9 billion in 2025.
INDUSTRY OVERVIEW
–8 0–


--- page 91 ---
Market Size of China’s Cobot Market (revenue breakdown by industry), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Metal and Machining 0.2 0.3 0.4 0.4 0.6 1.00.8 1.5 2.2 3.2 37.2% 43.5%
Automotive & Components 0.2 0.3 0.4 0.5 0.7 1.30.9 1.9 2.8 4.3 43.2% 45.9%
CAGR
20-24
CAGR
25E-29E
Consumer Electronics 0.1 0.3 0.3 0.4 0.5 0.8 0.6 1.2 1.7 2.5 35.8% 41.3%
FMCG 0.04 0.1 0.1 0.1 0.1 0.30.2 0.4 0.5 0.7 34.2% 41.7%
Healthcare
Semiconductor
Others
0.01
0.02
0.05
0.02 0.02 0.03 0.04 0.1 0.1 0.1 0.2 0.3 41.6% 55.1%
0.1 0.1 0.1 0.2 0.30.2 0.4 0.5 0.7 37.1% 32.9%
0.05 0.1 0.1 0.1 0.2 0.1 0.3 0.5 0.7 44.7% 47.5%
0.6 1.1 1.4 1.6 2.2 2.9
4.0
5.7
8.4
12.4
Billion RMB
14
10
12
0
CAGR: 38.8%
CAGR: 43.5%
2
4
6
8
Source: Frost & Sullivan, MIR
Application Scenarios of Cobot Market
Cobots are applied across multiple application scenarios, including (i) precision machining ,
covering loading and unloading, assembly, polishing, grinding, dispensing and gluing operations;
(ii) welding , such as spot welding, arc welding and laser welding; (iii) handling and palletizing ,
including material handling and palletizing and depalletizing operations; (iv) screw fastening ,
primarily used in mass production scenarios such as electronic products and home appliances; and
(v) other applications , including testing, packaging, cleaning and selected service related scenarios.
Cobot applications encompass scenarios such as precision machining, welding, handling &
palletizing and screws fastening. In 2024, precision machining, accounted for over 40% of all cobot
applications. Meanwhile, the adoption of medium-to-heavy payload cobots has notably increased,
primarily deployed in handling, loading and unloading and palletizing/depalletizing applications,
while welding applications continue to expand. With ongoing technological advancement and AI
integration, cobots are expected to support heavier payloads and more complex process
requirements.
Global cobot market demonstrated steady growth, with the market size expanding from
RMB2.5 billion in 2020 to RMB7.5 billion in 2024 with a CAGR of 32.0%, and is expected to grow
to RMB35.0 billion by 2029 with a CAGR of 37.4% from 2025 to 2029. Specifically, the global
heavy-duty cobots market increased from RMB0.3 billion in 2020 to RMB1.5 billion in 2024 at a
CAGR of 47.0%, driven by the demand for automation and intelligent manufacturing upgrades. By
2029, the sector is projected to reach RMB13.3 billion with a CAGR of 54.8% from 2025 to 2029.
The global light-duty cobots market grew from RMB2.2 billion in 2020 to RMB6.0 billion in 2024
at a CAGR of 29.2%. It is expected that the light-duty cobot market will increase to RMB21.7
billion by 2029 at a CAGR of 30.4% from 2025 to 2029, driven by the expansion of applications
in the healthcare and light industry sectors.
INDUSTRY OVERVIEW
–8 1–


--- page 92 ---
Market Size of Global Cobot Market (revenue breakdown by scenario), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.5 3.7 4.7 5.8 7.5
9.8
13.1
18.0
25.0
35.0
Billion RMB
Precision Machining 1.2 1.8 2.1 2.5 3.1 5.44.1 7.4 10.2 14.2 26.4% 36.8%
0.5 0.6 0.7 0.8 1.0 1.7 1.3 2.3 3.2 4.5
132.6% 41.6%
CAGR
20-24
CAGR
25E-29E
40
30
20
0
CAGR: 32.0%
CAGR: 37.4%
48.0% 38.6%
Screw Fastening 22.0% 36.3%
10
Others 0.5 0.7 1.0 1.2 1.2 1.8 1.4 2.5 3.4 4.6 25.1% 34.6%
Welding 0.03 0.1 0.2 0.4 0.9 1.9 1.3 2.6 3.7 5.4
Handling & Palletizing 0.3 0.5 0.7 0.9 1.3 2.3 1.7 3.2 4.5 6.3
Source: Frost & Sullivan
China’s cobot market increased from RMB0.6 billion in 2020 to RMB2.2 billion in 2024 with
a CAGR of 38.8%. The market is expected to reach RMB12.4 billion by 2029 with a CAGR of
43.5% from 2025 to 2029. China’s heavy-duty cobot market surged from RMB0.1 billion in 2020
to RMB0.5 billion in 2024 at a CAGR of 53.6% propelled by rising demand of large load handling,
palletizing and long distance operations. The heavy-duty segment is expected to grow further to
RMB5.0 billion by 2029 with a CAGR of 59.8% from 2025 to 2029. The light-duty cobot rose from
RMB0.5 billion in 2020 to RMB1.7 billion in 2024 at a CAGR of 35.6%. This segment is
anticipated to maintain its upward trajectory expanding to RMB7.4 billion by 2029 with a CAGR
of 36.2% from 2025 to 2029.
Market Size of China’s Cobot Market (revenue breakdown by scenario), 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.6 1.1 1.4 1.6 2.2 2.9
4.0
5.7
8.4
12.4
Billion RMB
Precision Machining 0.3 0.6 0.6 0.7 0.9 1.7 1.2 2.4 3.4 5.0 32.6% 41.8%
0.1 0.2 0.2 0.2 0.3 0.5 0.4 0.7 1.1 1.6
121.1% 47.7%
CAGR
20-24
CAGR
25E-29E
15
10
0
CAGR: 38.8%
CAGR: 43.5%
55.3% 48.3%
Screw Fastening 27.3% 44.8%
5
Others 0.1 0.2 0.3 0.3 0.3 0.5 0.4 0.7 0.9 1.2 32.3% 34.0%
Welding 0.01 0.03 0.1 0.1 0.3 0.60.4 0.9 1.4 2.1
Handling & Palletizing 0.1 0.2 0.2 0.3 0.4 0.80.5 1.1 1.7 2.6
Source: Frost & Sullivan
INDUSTRY OVERVIEW
–8 2–


--- page 93 ---
Market Drivers and Development Trends of Cobot Market
 Aging Population and Rising Labor Costs. Demographic shifts and escalating workforce
expenses are fundamentally reshaping industrial automation strategies. Aging populations in
major manufacturing economies, coupled with declining birth rates, are creating chronic labor
shortages across sectors requiring precision or repetitive tasks. Simultaneously, regional wage
inflation is compressing profit margins for labor-intensive industries. These pressures drive
enterprises toward cobots as cost-effective alternatives combining human-like dexterity with
operational consistency. Collaborative systems require minimal safety retrofitting and enable
seamless human-robot teamwork, and their adaptive programming frameworks also address
fluctuating production demands in supply chains.
 Technological Advancements. The evolution of cobots is driven by advances in
electromechanical engineering and digital integration. High-precision motor drives, sensors,
and vision systems enable force-sensitive motion, accurate perception, and efficient human-
machine collaboration. Enhanced safety features ensure reliable operation while maintaining
adaptive responsiveness.
 Integration of AI. AI advancements are transforming cobots into context-aware collaborators
capable of learning and adaptation. Machine learning algorithms process real-time visual,
tactile, and spatial data to dynamically optimize path planning, adjusting trajectories mid-task
to accommodate shifting workpieces or human movements. Natural Language Processing
enables intuitive voice-command reprogramming, democratizing robot deployment for
non-experts. Edge AI further enhances responsiveness by localizing decision-making in
latency-sensitive tasks like electronics assembly.
 Cost Reduction. Plummeting deployment costs are driving cobot adoption across industries.
Modular designs and standardized interfaces cut initial investment significantly. Meanwhile,
mass production of collaborative grippers and vision kits has decreased peripheral costs. With
shorter payback periods, cobots offer accessible productivity gains. Lean maintenance
requirements and energy-efficient operation further enhance cost-effectiveness, particularly in
high-mix production environments.
 Increasing Demand from Emerging Applications. Emerging applications such as
microelectronics assembly, medical operations in sterile environments, and advanced
materials processing increasingly rely on cobots to address precision and contamination-
sensitive requirements. Cobots support high-mix, customized production by seamlessly
shifting between delicate manual-style tasks and programmable automation, aligning with the
agile workflows of innovation-driven industries.
 Increasing Penetration Rate of Cobots in Industrial Robots. With the continuous innovation
and integration of technologies such as artificial intelligence algorithms, force control sensors,
and frameless motors, the intelligence level, accuracy and flexibility of cobots have been
significantly improved, making them able to adapt to more complex production tasks
compared with traditional industrial robots. In addition, the continuous improvement in cobots
in terms of load and arm span enable them to handle heavier materials and a wider range of
operations, continuously expanding the application scope of cobots in industrial scenarios. In
certain scenarios and fields, cobots have gradually replaced traditional industrial robots.
Therefore, cobots are accelerating their penetration into the industrial robot market, and the
proportion of the global cobot market size in the industrial robot market size has increased
from 2.9% in 2020 to 5.5% in 2024, and is expected to exceed 13.0% in 2029.
 Synergistic Development of Cobots and Humanoid Robots. The future will witness deep
industrial synergy between cobots and humanoid robots, with both categories achieving
technological convergence in core components including harmonic drives, torque, sensors and
servo systems. The modular design expertise from cobots has significantly reduced BOM
INDUSTRY OVERVIEW
–8 3–


--- page 94 ---
costs for humanoid platforms. The global humanoid robot components market is experiencing
rapid expansion, reaching RMB3.5 billion in 2024. Fueled by AI algorithm optimization,
mature electric drive technologies, and supportive policies, downstream demand is surging
across industrial automation, domestic services, and healthcare sectors. Market projections
indicate the components sector will grow to RMB36.0 billion by 2029 at a 59.5% CAGR,
while complete humanoid robot systems are expected to reach RMB50.3 billion,
demonstrating robust growth potential. In addition, cobots and humanoid robots share a high
degree of commonality in software architecture and AI algorithm models. By leveraging a
unified motion control platform, perception systems, and data training infrastructure, they
significantly improve product development efficiency and intelligence. Meanwhile, core
components such as servo drive systems and torque motors continue to achieve breakthroughs
in control precision and energy efficiency, driving overall performance optimization. Cobot
components are also widely used in the development of humanoid robot joint and arm
modules, enabling coordinated advancement between components and complete systems. The
underlying technologies are largely compatible between collaborative and humanoid robots,
although components such as motors and servos for humanoids are typically more
miniaturized to meet specific design constraints.
 Supportive Policies. Governments are actively shaping the cobots landscape through strategic
fiscal and regulatory interventions. In China, policies such as the “Robot+Application Action
Plan”, “Implementation Opinions on Promoting Innovation and Development of Future
Industries” and “14th Five-Y ear Plan for Robotics Industry Development” emphasize
cross-industry collaboration, R&D subsidies, and standardization of robotic interfaces to
foster innovation in critical components like precision actuators and adaptive control systems.
Globally, similar strategic initiatives are gaining momentum. Germany’s 2023 Robotics
Research Action Plan specifically targets AI-enhanced cobots to bridge academic research and
industrial deployment. By aligning innovation incentives with regional industrial priorities,
public policies are fostering cost-optimized robotic solutions that cater to localized market
demands while maintaining global competitiveness.
Market Size of Global and China’s Robot Components Market
The global robot components market grew from RMB128.0 billion in 2020 to RMB259.0
billion in 2024, driven by the development of manufacturing automation and the initial
commercialization of humanoid robots. During the forecast period, the market size of global robot
components is expected to expand at a 19.5% CAGR, reaching RMB629.2 billion by 2029. This
growth will be fueled by surging demand for precision sensors in humanoid robots, while China’s
manufacturers are expected to rapidly increase their global market share.
China’s robot components market expanded from RMB40.6 billion to RMB83.4 billion
between 2020 and 2024, achieving a 19.7% CAGR. Supported by policy incentives and booming
demand for humanoid robot-specific components, the market size of China’s robot components is
forecast to grow to RMB230.5 billion by 2029. In November 2023, the Ministry of Industry and
Information Technology issued the “Guiding Opinions on the Innovative Development of Humanoid
Robots,” outlining the goal of initially establishing an innovation system for humanoid robots by
2025. The policy encourages progress in key technologies such as the “brain, cerebellum, and
limbs,” and aims to support the secure and reliable supply of core components. Independently
offering core motion components for external sales can enhance a cobot manufacturer’s
competitiveness by strengthening control over key technologies and supply chain stability.
INDUSTRY OVERVIEW
–8 4–


--- page 95 ---
Cost Analysis of Robot Market
The average selling price of reducer in China was RMB2.5 thousand in 2020 and decreased
to RMB2.1 thousand in 2024. It is expected to further decline to RMB1.9 thousand by 2029. The
average selling price of servo system in China was RMB0.9 thousand in 2020 and decreased to
RMB0.8 thousand in 2024. It is expected to further decline to RMB0.7 thousand by 2029. The
average selling price of controller in China was RMB7.6 thousand in 2020 and decreased to
RMB6.1 thousand in 2024. It is expected to further decline to RMB5.0 thousand by 2029.
Cost Analysis of China’s Robot Components, 2024
32.0%
8.0%
12.0%23.0%
14.0%
11.0%
Reducer
Servo Motor
Servo Driver
Controller
Structural Component
Others
Source: Frost & Sullivan
Cobot pricing is influenced by various factors, including degrees of freedom, payload
capacity, brand positioning, and application scenarios. Generally, cobots with more degrees of
freedom and higher payloads command higher prices due to increased component and system
complexity. The average price of cobots with six or more axes ranges from RMB20 thousand to
RMB200 thousand. For integrated cobots, pricing depends on the complexity of system integration,
level of customization, and specific application requirements. Given the variability in project needs,
there is no uniform pricing range or fixed standard for integrated cobots.
COMPETITIVE ANALYSIS OF COBOT INDUSTRY
Rankings of Cobot Companies
With the revenue of RMB265.2 million, we are the second largest Chinese cobot company
with a market share of 10.3% in the global market in terms of revenue in 2024.
TOP 5 Chinese Cobot Companies (by revenue)
(1), Global, 2024
10.9%
10.3%
9.0%
4.9%
56.8%
8.1%
Company A
The Company
Company B
Company C
Company D
Others
Rank
1
2
3
Company A(2)
The Company
Company B(3)
278.8
265.2
229.8
1,457.5Others
2,567.0 100%Total
10.9%
10.3%
9.0%
4 Company C(4) 208.9 8.1%
5 Company D(5) 126.8 4.9%
56.8%
Company Revenue
(Million RMB) Market Share
INDUSTRY OVERVIEW
–8 5–


--- page 96 ---
Source: Company Reports, Frost & Sullivan
Notes:
(1) Revenue refers to the Chinese cobot manufacturers’ revenue derived from sales of cobots and key components in the
global market.
(2) Company A, a domestic private company, was established in 2014 and primarily offers cobots for industrial
automation. Company A has established a competitive edge through its early entry into the cobot industry, allowing
it to accumulate experience in product development, market deployment, and customer engagement.
(3) Company B, a domestic private company, was established in 2015 and primarily offers cobots for flexible production.
(4) Company C, a domestic listed company, was established in 2015 and primarily offers light-duty cobots.
(5) Company D, a domestic private company, was established in 2014 and primarily offers traditional industrial robots
and cobots.
Among the top cobot companies, we ranked fifth with a market share of 3.5% in the global
market in term of revenue in 2024.
TOP 10 Cobot Companies (by revenue) (1), Global, 2024
Market
Share
Revenue
(Million RMB)CountryCompanyRank
26.6%1,998.1DenmarkCompany E(2)1
4.5%339.6China, TaiwanCompany F(3)2
3.8%283.5JapanCompany G(4)3
3.7%278.8Chinese
MainlandCompany A4
3.5%265.2Chinese
MainlandThe Company 5
3.1%229.8 Chinese
MainlandCompany B6
2.8%208.9 Chinese
MainlandCompany C7
2.4%180.0South KoreaCompany H(5)8
1.7%126.8 Chinese
MainlandCompany D9
1.5%110.0 Chinese
MainlandCompany I(6)10
46.4%3,504.3 Others
100%7,525.0 Total
26.6%
46.4%
2.8%
2.4%
1.7%
1.5%
4.5%
3.8%3.7%
3.5%
3.1%
Company E
Company F
Company G
Company A
The Company
Company B
Company C
Company H
Company D
Company I
Others
Source: Company Reports, Frost & Sullivan
Notes:
(1) Revenue refers to the cobot manufacturers’ revenue derived from sales of cobots and key components in the global
market.
(2) Company E, a Denmark listed company, was established in 2005 and primarily offers cobots in automation.
(3) Company F, a Taiwan listed company, was established in 2015 and primarily offers cobots focusing on smart
manufacturing and inspection.
(4) Company G, a Japan listed company, was established in 1972 and primarily offers traditional industrial robots and
cobots across multiple sectors.
(5) Company H, a South Korea listed company, was established in 2015 and primarily offers collaborative robots across
multiple sectors.
(6) Company I, a domestic private company, was established in 2016 and primarily offers light-weight industrial robots
across multiple sectors.
Among the top cobot companies, we ranked fifth with a market share of 5.1% in China’s
market in term of revenue in 2024.
INDUSTRY OVERVIEW
–8 6–


--- page 97 ---
TOP 5 Cobot Companies (by revenue (1)), China, 2024
Market ShareRevenue
(Million RMB)CompanyRank
10.8%237.0 Company A1
8.0%175.6 Company E2
8.0%174.6 Company B3
7.0%152.1 Company F4
5.1%111.5 The Company 5
61.1%1,337.7Others
100.0%2,188.5 Total
10.8%
8.0%
8.0%
7.0%61.1%
5.1%
Company A
Company E
Company B
Company F
The Company
Others
Source: Company Reports, Frost & Sullivan
Note:
(1) Revenue refers to the cobot manufacturers’ revenue derived from sales of cobots and key components in China’s
market.
Technology Comparison among Major Market Players
The tables below compare the light-duty and heavy-duty products among major cobot
manufacturers in the industry. Due to product and data availability of various players, 5kg payload
is selected representing light-duty, and 30kg or above payload is selected representing heavy-duty.
Due to differing application scenarios in light-duty and heavy-duty use cases, the performance
priorities for cobots vary, making it necessary to evaluate them separately.
Key technologies driving the cobot industry include precision encoders, advanced servo drive
systems, integrated joint module design, lightweight structural materials, high-torque-density
motors, and thermal management systems.
Compared with major industry peers in the 5kg payload cobot segment, we demonstrate
competitive advantages in several key technical dimensions, including enhanced repeat positioning
accuracy and absolute positioning accuracy, as well as broader operating temperature range.
5kg Payload Light-duty Product Comparison among
Major Cobot Companies
(1)
Company
Repeat
Positioning
Accuracy
Absolute
Positioning
Accuracy
Operating
Temperature
Range
(Lower refers to
better performance)
(Lower refers to
better performance)
The Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.015mm 0.15mm -20-55°C
Company A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.02mm / 0-50°C
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.02mm / 0-50°C
Company C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.02mm 0.229mm 0-45°C
Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.03mm / 0-50°C
Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.03mm / 0-50°C
Company F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.03mm / 0-50°C
Company G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118±0.03mm / 0-45°C
Source: Company Disclosure, Frost & Sullivan
Note:
(1) The technical comparison is based on each company’s flagship cobot model with 5kg payload capacity.
INDUSTRY OVERVIEW
–8 7–


--- page 98 ---
We have the largest payload in the cobot industry and holds a leading position in
weight-to-payload ratio and maximum TCP speed for payloads over 30kg and reach exceeding 1.5
meters.
Heavy-duty Product Comparison among Major Cobot Companies
(1)
Company
Maximum
Payload
Weight-to-payload
Ratio
Maximum TCP
Speed
(Lower refers to
better performance)
(Higher refers to
better performance)
The Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860kg 2.5 8.5 m/s
Company A (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830kg NA NA
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835kg 4.4 6.0 m/s
Company C (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830kg NA NA
Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845kg 3.6 6.0 m/s
Company E (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835kg NA NA
Company F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830kg 2.7 5.2 m/s
Company G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830kg 4.5 2.0 m/s
Source: Company Disclosure, Frost & Sullivan
Notes:
(1) The weight-to-payload ratio and maximum TCP speed metrics are compared based on each company’s highest payload
cobot model with 30kg payload or above and reach exceeding 1.5 meters.
(2) Company A/E do not have comparable products with reach exceeding 1.5 meters.
(3) Company C does not have comparable products of heavy duty with 30kg payload or above.
Key competitors in the cobot industry include AUBO, DOBOT, DOOSAN, ELITE, FANUC,
JAKA, ROKAE, Techman, and Universal Robots.
Entry Barriers of Cobot Market
 Technology Barrier. The cobot industry requires mastery of high-precision servo control,
force-control algorithms and safety systems, all demanding long R&D cycles and heavy
investment. High real-time performance and strict safety requirements further prevent new
entrants from quickly achieving competitive levels.
 Certification Barrier. Cobots must meet rigorous international safety standards such as ISO
10218-1/2 and ISO/TS 15066, with additional requirements for sectors like medical and
semiconductors. Leading players gain early certification advantages in force control and
cleanroom performance.
 Talent Barrier. Cobot development relies on multidisciplinary expertise, including
mechanical engineering, motion control and AI. The shortage of experienced industry talent
makes recruitment and retention a major entry challenge.
INDUSTRY OVERVIEW
–8 8–


--- page 99 ---
We are subject to a variety of laws, and regulations across a number of aspects of our business.
This section sets forth a summary of the most significant laws and regulations that are applicable
to our current business activities around the world.
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN THE PRC
Regulations and Standards Relating to the Industrial Robotics
The Implementation Measures for Standardized Management of the Industrial Robotics
Industry (جMeasures for Standardized Management”) were
issued by the MIIT in July 2017 and came into effect in August 2017. The latest revised version of
the Measures for Standardized Management took effect on August 1, 2024, which is applicable to
our business operations. According to the Measures for Standardized Management, the MIIT adopts
announcement based management for industrial robot enterprises that meet the Standard Conditions
of the Industrial Robotics Industry ( ʈุዚኜɛБุ஝ᇍૢ΁) (“Standard Conditions”), which is
applicable to the enterprises engaged in the manufacturing and integration of key components and
bodies of industrial robots within the PRC, without prerequisite or mandatory requirements for
administrative approval. Enterprises may voluntarily apply for a specification announcement in
accordance with the Standard Conditions. The MIIT reviews the application materials submitted by
enterprises seeking inclusion, publicly discloses and officially publishes a list of industrial robot
enterprises that meet the Standard Conditions, conducts supervision and inspections of these
enterprises, and makes to or revokes announcements as necessary. The Standard Conditions were
issued in December 2016, with the latest revised version taking effect in August 2024. The Standard
Conditions specified requirements across several key areas for industrial robots, which is applicable
to our business operation, if we intend to apply for the announcement. As of the Latest Practicable
Date, we did not intend to apply for the specification announcement in accordance with the Standard
Conditions. Going forward, as part of our business growth strategy, we will evaluate and apply for
the specification announcement as needed.
In addition, as for safety management, we have to comply with the following standards (or
equivalent international standards) for the industrial robots: GB 11291.2 Robots and Robotic
Devices — Safety Requirements for Industrial Robots — Part 2: Robot Systems and Integration,
which specifies the safety requirements for industrial robots, industrial robot systems and industrial
robot cell integration. The aforementioned standards, which is a compulsory standard and must be
implemented by the relevant companies, stipulates the safety requirements for industrial robots
including cobots and core motion components. Our Directors are of the view that, we had complied
with the compulsory regulations and standards relating to the safety of cobots and core motion
components in all material respects, during the Track Record Period and up to the Latest Practicable
Date. Base on the compliance certificate acquired by us, our PRC Legal Advisor is of the view that,
during the Track Record Period and up to the Latest Practicable Date, we had not been and were
not involved in any non-compliance incidents that led to fines, enforcement actions or other
penalties that could, individually or in the aggregate, have a material adverse effect on our business,
financial condition or results of operations.
Relevant PRC Laws and Regulations in Relation to the Industry
Pursuant to the Tendering and Bidding Law of the People’s Republic of China ( ʕശɛ͏
) (the “ Tendering and Bidding Law ”) promulgated by the SCNPC on August
30, 1999 and revised on December 27, 2017 and effective from December 28, 2017, tenderers shall
not collude with each other in setting bidding prices, nor shall they exclude other tenderers from
fair competition and harm the lawful rights and interests of the tenderee and other tenderers.
Tenderers shall not participate in the bidding competition by offering a price lower than the cost,
nor shall they attempt to win the bid in the name of other persons or through other fraudulent means.
REGULATORY OVERVIEW
–8 9–


--- page 100 ---
According to the Implementation Regulations for the Law of the People’s Republic of China
on Tenders and Bids (ૢԷ) which was last amended on March
2,2019, and became effective on the same day, where the tender invitation and bidding activities of
a project required by law to call for tenders violate the provisions of the Tendering and Bidding Law
and these Regulations, and have a substantive influence on the outcome of award of tender, if it is
impossible to adopt remedial measures to rectify, the tender invitation, bidding and award of tender
shall be void, the tender exercise or bid evaluation shall be organized anew pursuant to the law.
According to the Law of the PRC on Government Procurement (મᒅ
) (the “ Procurement Law ”) promulgated by the SCNPC on June 29, 2002 and which was last
amended and implemented on August 31, 2014, the government procurement methods include
public tender invitation, bidding invitation, competitive negotiation, single-source procurement,
inquiry about quotations, and other methods confirmed by the department for supervision over
government procurement under the State Council. Public invitation of bids shall be the principal
method of government procurement, and the term “government procurement” means the use of
fiscal funds by all levels of State authorities, institutions and social organizations to procure goods,
projects and services that fall within the catalog for centralized procurement formulated in
accordance with the law or that are above the procurement limits. Pursuant to Article 73 of the
Procurement Law, if any unlawful act made pursuant to Article 71 results in or may result in the
supplier winning the bid, the procurement contract shall be canceled if it has not been performed.
Regulations on Corporation and Foreign Investment
On December 29, 1993, the Standing Committee of the National People’s Congress (the
“SCNPC ”) issued the PRC Company Law (), which was lasted amended on December
29, 2023, and came into effect on July 1, 2024. The Company Law of the PRC regulates the
establishment, operation and management of corporate entities in China and classifies companies
into limited liability companies and limited companies by shares. The revisions mainly focus on
refining the systems for the establishment and withdrawal of companies, optimizing the
organizational structure of companies, modifying the capital system of companies, strengthening
the responsibilities of controlling shareholders and the management level, strengthening the social
responsibilities of companies and etc.
The Foreign Investment Law of the PRC (), which came into
effect on January 1, 2020, specifies that the state shall implement the management system of
pre-entry national treatment and the Negative List for foreign investment. Pre-entry national
treatment refers to the treatment accorded to foreign investors and their investments at the stage of
investment entry which is no less favorable than the treatment accorded to domestic investors and
their investments. Negative List refers to a special administrative measure for the entry of foreign
investment in specific sectors as imposed by the state. The state provides national treatment to
foreign investments outside the Negative List. In addition, the Regulations on Implementing the
Foreign Investment Law of the PRC (“ Implementation Regulations ”), which came into effect on
January 1, 2020, further stipulate that the state shall, formulate a catalog of industries for
encouraging foreign investment, setting out the specific industries, fields and regions in which
foreign investors will be encouraged and induced to invest.
We are a company specializing in collaborative robots, without any AI vision or generative AI
services or business. Based on the above, as advised by our PRC Legal Advisor, the foreign
investment restrictions regulated by the Negative List are not applicable to us.
REGULATORY OVERVIEW
–9 0–


--- page 101 ---
Regulations on Overseas Investment
Pursuant to the Administrative Measures for Outbound Investment ()
effective from October 6, 2014, the MOFCOM and provincial competent commerce departments
shall carry out administration either by record-filing or by verification and approval depending on
different circumstances of outbound investment by enterprises. Outbound investment by enterprises
that involves sensitive countries and regions or sensitive industries shall be subject to
administration by verification and approval. Outbound investment that falls under any other
circumstances shall be subject to administration by record-filing.
Pursuant to the Administrative Measures for Outbound Investment by Enterprises ( Άุྤ
) effective from March 1, 2018, domestic enterprises (the “ investors ”) in the
PRC making an outbound investment shall go through verification and approval or record-filing or
other procedures applicable to outbound investment projects (the “ Projects ”), report relevant
information, and cooperate with the supervision and inspection. Sensitive Projects carried out by the
investors directly or through overseas enterprises controlled by them shall be subject to the
management of verification and approval; non-sensitive Projects directly carried out by the
investors, namely, non-sensitive projects involving the investors’ direct contribution of assets or
rights and interests or provision of financing or security, shall be subject to the management of
record-filing. The aforementioned sensitive project means a project involving sensitive countries
and regions or a sensitive industry. The NDRC promulgated the Catalogue of Sensitive Sectors for
Outbound Investment (2018 Edition) ( ྤ̮ҳ༟ઽชБุͦ፽(2018و)), effective on March
1, 2018 to list the sensitive industries for foreign investment in detail.
According to the “Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment”
effective from June 1, 2015, the approval of foreign exchange registration for direct investment is
canceled. Banks directly review and handle the foreign exchange registration for overseas direct
investment. The State Administration of Foreign Exchange and its branches indirectly supervise the
registration of foreign exchange for overseas direct investment through banks.
Regulations on Work Safety, Environmental Protection and Fire Safety
Work Safety
According to the Work Safety Law of the PRC (), which was
promulgated by the SCNPC on June 29, 2002 and was latest amended in June 10, 2021, entities that
engage in production and business operation activities in PRC shall set up and perfect the
responsibility system for work safety, improve the conditions for work safety, strengthen the
education and training on work safety for employees, provide articles of labor protection that meet
the national standards or industrial standards for their employees, and perform the obligations
related to work safety as stipulated by the Work Safety Law of the PRC and other laws and
regulations.
Environmental Protection
The Environmental Protection Law of the PRC () was
effective on December 26, 1989, and most recently amended on April 24, 2014. The Environmental
Protection Law has been formulated for the purpose of protecting and improving both the living and
the ecological environment, preventing and controlling pollution and other public hazards and
safeguarding people’s health. According to the provisions of the Environmental Protection Law, in
addition to other relevant laws and regulations of the PRC, the Ministry of Environmental
Protection and its local counterparts are responsible for administering and supervising
environmental protection matters. Pursuant to the Environmental Protection Law, construction
projects that have environmental impact shall be subject to environmental impact assessment.
REGULATORY OVERVIEW
–9 1–


--- page 102 ---
Pollutant Discharge Permit
Pursuant to the Law on the Prevention and Control of Environmental Pollution Caused by
Solid Waste of the PRC (), which was promulgated
by the SCNPC in 1995 and was latest amended on April 29, 2020, entities generating hazardous
waste shall store, utilize and dispose hazardous waste according to the relevant requirements of the
state and environmental protection standards, and shall not dump or pile up hazardous waste
without authorization. Furthermore, it is forbidden to entrust hazardous waste to entities without a
permit for disposal, or else the competent ecological and environmental authorities shall order it to
make rectification, impose fines, confiscate illegal gains, and in serious circumstance, order it to
suspend business or close down upon the approval of government authorities.
According to the Catalog of Classified Administration of Pollutant Discharge License for
Stationary Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019و))
issued by the Ministry of Ecology and Environment on December 20, 2019, key management,
simplified management and registration management of pollutant discharge permits are
implemented according to factors such as the amount of pollutants generated, the amount of
emissions, the degree of impact on the environment, etc., and only pollutant discharge entities that
implement registration management do not need to apply for a pollutant discharge permit.
Fire Safety
Pursuant to the Fire Protection Law of the PRC () promulgated by
the SCNPC on April 29, 1998, last amended and implemented on April 29, 2021, for special
construction projects stipulated by the Ministry of Housing and Urban-Rural Development of the
State Council, the developer shall submit the fire safety design documents to the housing and
urban-rural development authority for examination, while for construction projects other than those
special development projects, the developer shall, at the time of applying for the construction
permit or approval for work commencement report, provide the fire safety design drawings and
technical materials which satisfy the construction needs. According to the Interim Regulations on
Administration of Examination and Acceptance of Fire Control Design of Construction Projects
() promulgated on April 1, 2020 and amended on
August 21, 2023, an examination system for fire prevention design and acceptance only applies to
special construction projects, and for other projects, a record-filing and spot check system would
be applied.
Regulations on Product Quality
Pursuant to the Product Quality Law of the PRC ()
promulgated by the SCNPC on February 22, 1993 and last revised on December 29, 2018, producers
and sellers shall establish a sound internal product quality control system and strictly adhere to a
job responsibility system in relation to quality standards and quality liabilities together with
implementing corresponding examination and inspection measures. The counterfeiting or imitation
of quality marks such as certification marks, falsifying the place of origin of products, and
falsifying or imitating the name or address of another factory or adulteration of, or mixing of
improper elements with products, passing off the sham as the genuine or passing off the inferior as
the superior is prohibited.
Regulations on Sale of Products
Anti-Unfair Competition
The Countering Unfair Competition Law of the PRC (),
promulgated by the SCNPC on September 2, 1993, and effective from December 1, 1993, with its
most recent amendment becoming operative on April 23, 2019, delineates essential measures aimed
at curbing unfair competition and preserving market order. These measures encompass the
REGULATORY OVERVIEW
–9 2–


--- page 103 ---
prohibition of unjust practices such as misleading prize promotions and dumping. According to the
aforementioned law, operators are strictly prohibited from offering bribes to employees of
counterpart units, units or personnel entrusted by counterparts, or exerting undue influence on
counterpart units or personnel to secure commercial opportunities or gain competitive advantages.
However, operators are permitted to openly provide discounts to trading counterparts or
commissions to intermediaries during their business transactions. It is imperative for operators to
maintain accurate records of payments made to trading counterparts and intermediaries.
In the event of violations against the provisions outlined in Article 7 of the Law, wherein
operators engage in bribery, regulatory authorities are empowered to confiscate the illicit gains
obtained by the operators. Additionally, depending on the severity of the circumstances, fines
ranging from RMB100,000 to RMB3,000,000 may be imposed. In cases of egregious violations, the
revocation of business licenses is a potential consequence.
Anti-Money Laundering
Pursuant to the Anti-money Laundering Law of the PRC ()
promulgated by SCNPC on October 31, 2006, last amended on November 8, 2024 and became
effective on January 1, 2025, the Anti-money laundering refers to the adoption of relevant measures
in accordance with the provisions of the Law, for preventing money laundering activities related to
cover up and conceal of drugs dealing, organized crime, terrorism, smuggling, corruption and
bribery, breaking the order of financial management and financial fraud. Where an act in violation
of this law that constitutes a crime shall be subject to prosecution for criminal responsibility.
Regulations on Import and Export Trade
According to the Customs Law of the PRC (), which was
promulgated by the SCNPC on January 22, 1987 and last revised on April 29, 2021, unless
otherwise stipulated, the declaration of import and export goods and the payment of customs duties
may be handled by the consignees or consignors of imported or exported goods or entrusted customs
declaration enterprises. The consignee or the consignor of imported or exported goods and the
customs declaration enterprise shall go through customs declaration and filing procedures at the
relevant customs in accordance with the law.
According to the Foreign Trade Law of the PRC ()
promulgated by the SCNPC on May 12, 1994 and last revised on December 30, 2022, and the
Regulation of the People’s Republic of China on the Administration of the Import and Export of
Goods (ආ̈ɹ၍ଣૢԷ) promulgated by the State Council on December
10, 2001, last revised on March 10, 2024 and became effective on May 1, 2024, unless it is clearly
provided in laws or administrative regulations to forbid or restrict the import or export of goods,
no entity or individual may establish or maintain prohibitive or restrictive measures over the import
or export of goods.
In accordance with the Export Control Law of the People’s Republic of China ( ʕശɛ͏΍
), promulgated by the Standing Committee of the National People’s Congress on
October 17, 2020, and which came into effect on December 1, 2020, China controls the export of
dual-use items, military goods, nuclear and other goods, technologies, services and other items that
are relevant to safeguarding the security and interests of China and fulfilling its international
obligations in the area of non-proliferation. In accordance with the provisions of the Export Control
Law and relevant laws and administrative regulations, and in accordance with export control
policies, export control authorities, in conjunction with the relevant departments and in accordance
with prescribed procedures, formulate and adjust the export control lists of controlled items, and
make them public in a timely manner. The export control authorities may also impose temporary
controls on goods, technologies and services not included in the export control lists, and make
public announcements thereof.
REGULATORY OVERVIEW
–9 3–


--- page 104 ---
Pursuant to the Administrative Provisions of the PRC on the Filing of Customs Declaration
Entities () promulgated by the General
Administration of Customs on November 19, 2021 and became effective on January 1, 2022,
consignees, consignors or customs declaration enterprises of imported or exported goods only need
to file with the Customs, and no longer need to register with the General Administration of Customs.
The filing information will be publicized through the credit publicity platform of import and export
business of Customs of the PRC.
Regulations on Cybersecurity and Data Protection
On July 1, 2015, the SCNPC issued the National Security Law of the PRC ( ʕശɛ͏΍ձ
), which came into effect on the same day, pursuant to which the State shall
safeguard the sovereignty, security and cybersecurity development interests of the State, and that
the State shall establish a national security review and supervision system to review, among other
things, foreign investment, key technologies, internet and information technology products and
services, and other important activities that are likely to impact the national security of the PRC.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശ
) (the “ Cybersecurity Law ”), which became effective on June 1, 2017,
and applies to the construction, operation, maintenance and use of networks as well as the
supervision and administration of cybersecurity in the PRC. According to the Cybersecurity Law,
network operators are broadly defined as owners and administrators of networks and network
service providers, and such network operators shall comply with laws and regulations and fulfill
their obligations to safeguard security of the network when conducting business and providing
services. Those who construct or operate networks or provide services through networks shall take
technical measures and other necessary measures pursuant to the mandatory requirements of laws,
regulations and national standards to safeguard the safe and stable operation of the networks,
respond to network security incidents effectively, prevent illegal and criminal activities, and
maintain the integrity, confidentiality and usability of network data, and a network operator shall
not collect the personal information irrelevant to the services it provides or collect or use the
personal information in violation of the provisions of laws or agreements between both parties. In
addition, critical information infrastructure operators (“ CIIOs ”) shall, during their operations in the
PRC, store within the PRC the personal information and important data collected and generated
within the territory of the PRC, and where cross-border transfer of such data is necessary for
business, a security assessment shall be conducted in accordance with the measures formulated by
the national cyberspace authority in conjunction with the relevant departments under the State
Council.
On June 10, 2021, the SCNPC promulgated the Data Security Law of PRC ( ʕശɛ͏΍ձ
) (the “ Data Security Law ”) which became effective on September 1, 2021.
According to the Data Security Law, “data” is defined as any record of information in electronic or
other forms, and the processing activities of data includes the collection, storage, use, processing,
transmission, provision and disclosure of data. The Data Security Law is broadly applicable to such
processing activities of data which are carried out in the PRC or, where carried out outside the PRC,
damage the national security, public interests or the legitimate rights and interests of citizens and
organizations of the PRC. The Data Security Law mainly sets forth specific provisions regarding
establishing basic systems for data security management, including hierarchical data classification
management system, risk assessment system, monitoring and early warning system, and emergency
disposal system. In addition, it clarifies the data security protection obligations of organizations and
individuals carrying out data activities and implementing data security protection responsibility,
including without limitation, that any organization or individual collecting data shall adopt lawful
and proper methods and shall not steal data or obtain the data by other illegal means, and risk
monitoring shall be strengthened when data processing activities are carried out, and where risks
such as data security flaws and vulnerabilities are discovered, remedial measures shall be
immediately taken.
REGULATORY OVERVIEW
–9 4–


--- page 105 ---
On September 24, 2024, the Administration Regulations on Network Data Security ( ၣഖᅰ
ኽτΌ၍ଣૢԷ) (the “ Regulation on Cyber Data Security ”) is published, which came into
effect on January 1, 2025. The Regulation on Cyber Data Security reiterate the general regulations
for cyber data processing activities, rules of personal information protection, important data
security protection, network data cross-border transfer management, and the responsibilities of
internet platform service providers. The Regulation on Cyber Data Security does not specifically
include the requirement that cyber data processing entities seeking a Hong Kong listing that affects
or may affect national security should apply for a cybersecurity review. Instead, the Regulation on
Cyber Data Security generally provides that cyber data processors whose cyber data processing
activities affect or may affect national security shall be subject to national security review in
accordance with the relevant regulations. The Regulation on Cyber Data Security is relevantly new
and there is no further explanation or interpretation on what kind of activities “affect or may affect
national security” under the Regulation on Cyber Data Security yet.
On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly
promulgated the Measures for Cybersecurity Review () (the “ Cybersecurity
Review Measures ”) which became effective on February 15, 2022. The Cybersecurity Review
Measures provides that, among others, (i) a CIIO purchasing network products and services or a
network platform operator that engages in data processing activities that affect or may affect
national security shall be subject to the cybersecurity review by the Cybersecurity Review Office,
the department which is responsible for the implementation of cybersecurity review under the CAC;
(ii) a network platform operator with personal information of more than one million users which
seek listing in a foreign country is obliged to apply for a cybersecurity review by the Cybersecurity
Review Office; and (iii) the relevant regulatory authorities may initiate cybersecurity review if such
regulatory authorities determine that the issuer’s network products or services, or data processing
activities affect or may affect national security.
On December 13, 2022, the MIIT issued the Administrative Measures for Data Security in the
Industrial and Information Technology Field (Trial Implementation) (ʷჯਹᅰኽτΌ
ج(༊Б)) (the “ MIIT Data Security Measures ”), which came into effect on January 1,
2023. The MIIT Data Security Measures is applicable to the processing activities carried out in the
territory of the PRC of data in the field of industry and information technology. Our processing
activities in the PRC of such data, including the data collected and generated during our research
and development, design and manufacturing of our products therefore shall comply with the MIIT
Data Security Measures. The MIIT Data Security Measures provides that industrial and
telecommunication data processors shall implement data classification and grading, and further
imposes data security obligations and responsibilities on data processors in the field of industry and
information technology, which include, among others, taking protective measures based on the
corresponding grading of data, establishing management system covering the whole data lifecycle,
and staffing data security management personnel as needed to be in charge of the security
supervision and management of data processing activities as a whole and assisting with the
industrial administrative authorities in carrying out the relevant work.
Regulations on House Leasing
Pursuant to the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍ձ਷
), which was promulgated by the SCNPC on July 5, 1994, was last revised on
August 26, 2019 and came into effect on January 1, 2020, in case of house leasing, the lessor and
lessee are required to enter into a written lease contract, containing such provisions as the leasing
term, usage, rental and repair liabilities, as well as other rights and obligations of both parties, and
go through registration and filing procedures with the real estate administration department.
In addition, according to the Administrative Measures for Commodity House Leasing ( ਠ
), which came into effect on February 1, 2011, within 30 days after the
conclusion of the house leasing contract, the parties involved in the house leasing shall carry out
house leasing registration with the construction (real estate) administrative department of the
REGULATORY OVERVIEW
–9 5–


--- page 106 ---
people’s government of a municipality directly under the central government of the PRC, city or
county where the house leased is located. If individuals or entities are in violation of the above
provisions, they may be ordered to make corrections within a specified time limit by the competent
construction (real estate) department of the people’s government of a municipality directly under
the central government, city or county. If any individual fails to do so, a fine of less than RMB1,000
will be imposed, while if any entity fails to do so, a fine of more than RMB1,000 but less than
RMB10,000 will be imposed.
Regulations on Intellectual Property Rights
Patent
Pursuant to the Patent Law of the PRC (the “ Patent Law ”) promulgated by the SCNPC on
March 12, 1984, last revised on October 17, 2020 and effective from June 1, 2021, and the
Implementation Rules of the Patent Law of the PRC promulgated by the State Council on June 15,
2001, last revised on December 11, 2023 and effective from January 20, 2024, there are three types
of patents, namely invention, utility model and design. Invention patents are valid for 20 years,
while utility model patents are valid for 10 years and design patents are valid for 15 years, all
starting from the date of application. After the granting of a patent for an invention or utility model,
unless otherwise provided for in the Patent Law, no entity or individual may exploit the patent
without the permission of the patentee; after the granting of a design patent, no entity or individual
shall, without permission of the patentee, exploit the patent, that is, they shall not make, promise
to sell, sell, or import the product incorporating its or his patented design, for production and
business purposes.
Trademark
Pursuant to the Trademark Law of the PRC () promulgated by the
SCNPC on August 23, 1982, last revised on April 23, 2019 and effective on November 1, 2019, and
the Regulation on the Implementation of the Trademark Law of the PRC ( ʕശɛ͏΍ձ਷ਠᅺ
ૢԷ) promulgated by the State Council on August 3, 2002, last revised on April 29, 2014
and effective on May 1, 2014, trademarks approved and registered by the Trademark Office are
registered trademarks, and the trademark registrant shall have the exclusive right to use the
trademark, which is protected by law. The validity period of a registered trademark is 10 years,
counting from the date of approval of registration.
Copyright
According to the Copyright Law of the PRC () promulgated by
the SCNPC on September 7, 1990, last revised on November 11, 2020 and effective on June 1, 2021,
and the Implementation Regulations of the Copyright Law of the PRC ( ʕശɛ͏΍ձ਷ഹЪᛆ
ૢԷ) promulgated by the State Council on August 2, 2002, last revised on January 30,
2013 and effective on March 1, 2013, works of PRC citizens, legal persons or unincorporated
organizations, whether published or not, shall enjoy copyright in accordance with law. Works refer
to intellectual achievements in the field of literature, art and science that are original and can be
expressed in a certain form. A copyright holder shall enjoy a number of personal and property
rights, including the right of publication, the right of authorship and the right of amendment.
According to the Regulations on the Protection of Computer Software (ᚐૢ
Է) promulgated by the State Council on December 20, 2001, last revised on January 30, 2013
and effective on March 1, 2013, and the Measures for the Registration of Computer Software
Copyright () promulgated by the National Copyright
Administration of the PRC on February 20, 2002, computer software refers to computer programs
and their associated documentation. Chinese citizens, legal persons or other units shall enjoy the
copyright for software they develop, regardless of whether it has been published. Software
copyright arises from the date of completion of software development. The protection period of the
REGULATORY OVERVIEW
–9 6–


--- page 107 ---
software copyright of legal persons or other units shall be 50 years, ending on December 31, of the
fiftieth year after the first publication of the software. Software which has not been published for
50 years since the date of completion of software development shall not be under protection.
Domain Names
According to the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ
) promulgated by the MIIT on August 24, 2017, which came into effect on November
1, 2017, the MIIT is responsible for the supervision and management of China’s domain name
services. No organization or individual shall impede the safe and stable operation of the Internet
domain name system.
Regulations on Labor, Social Insurance and Housing Provident Fund
Labor
The major PRC laws and regulations that govern employment relationship are the Labor Law
of the PRC (), the Labor Contract Law of the PRC ( ʕശɛ͏΍ձ਷
) (the “ Labor Contract Law ”) and its implementation, which impose stringent
requirements on the employers in relation to entering into fixed-term employment contracts, hiring
of temporary employees and dismissal of employees.
The Labor Contract Law, which became effective on January 1, 2008, primarily aims at
regulating rights and obligations of employment relationships, including the establishment,
performance, and termination of labor contracts. Pursuant to the Labor Contract Law, labor
contracts must be executed in writing if labor relationships are to be or have been established
between employers and employees. Employers are prohibited from forcing employees to work
above certain time limits and employers must pay employees for overtime work in accordance with
national regulations. In addition, employee wages must not be lower than local standards on
minimum wages and must be paid to employees in a timely manner.
In December 2012, the Labor Contract Law was amended to impose more stringent
requirements on the use of employees of temp agencies, who are known in China as “dispatched
workers.” Dispatched workers are entitled to equal pay with full-time employees for equal work.
Employers are only allowed to use dispatched workers for temporary, auxiliary or substitutive
positions. According to the Interim Provisions on Labor Dispatch ()
promulgated by the Ministry of Human Resources and Social Security (ღ௅) and
came into effect on March 1, 2014, the number of dispatched workers hired by an employer may
not exceed 10% of the total number of its employees. Where rectification is not made within the
stipulated period, the employers may be subject to a penalty ranging from RMB5,000 to
RMB10,000 per dispatched worker exceeding the 10% threshold.
Social Insurance
According to the Social Insurance Law of the PRC () as last
amended by the NPCSC on December 29, 2018, each employer and individual in the PRC shall
make social insurance contributions, including basic pension insurance, basic medical insurance,
unemployment insurance, maternity insurance and work injury insurance. Each employer shall,
within 30 days from the date of employment, apply to the social insurance agency for social
insurance registration for the employees. Employers who fail to make social insurance contributions
in full and on time shall be ordered by the social insurance premium collection agency to pay or
supplement within a prescribed period, and an overdue payment fine at the rate of 5 per 10,000 shall
be levied from the due date of payment. When the payment is not made at the expiry of the
prescribed period, a fine above the overdue amount but less than its triple shall be imposed by the
relevant administrative department.
REGULATORY OVERVIEW
–9 7–


--- page 108 ---
Pursuant to the Interpretation II of the Supreme People’s Court on Several Issues Concerning
the Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)), which took effect on September 1, 2025, any agreement between an
employer and an employee or any commitment made by an employee to the employer stating that
social insurance premiums need not be paid shall be deemed invalid by the people’s court. If an
employer fails to pay social insurance premiums in accordance with the law, and the employee
requests to terminate the labor contract and claims economic compensation pursuant to Article 38
Paragraph 3 of the Labor Contract Law, the people’s court shall support such claims in accordance
with the law. 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.
Housing Provident Fund
According to the Administrative Regulations on the Housing Provident Fund (ږ
၍ଣૢԷ), as last amended by the State Council on March 24, 2019, each employer and
individual in the PRC shall make housing provident fund contributions in accordance with the law.
The employer shall go through the housing provident fund contribution registration with the
housing provident fund management center and apply for the establishment of housing provident
fund account for employees. If the employer does not register the contribution of the housing
provident fund or does not establish housing provident fund account for its employees, the housing
provident fund management center shall order it to be handled within a prescribed period. The
employer who fails to make up the procedures within the prescribed period shall be given a fine of
RMB10,000 to RMB50,000. Where the employer is overdue in the payment and deposit of, or
underpays, the housing provident fund, the housing provident fund management center shall order
it to make the payment and deposit within a prescribed period; where the payment and deposit have
not been made after the expiration of the prescribed period, an application may be made to a
people’s court for compulsory enforcement.
Regulations on Foreign Exchange
Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign
Exchange Administration Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), most
recently amended in August 2008. Under the PRC foreign exchange regulations, payments of
current account items, such as profit distributions, interest payments and trade and service- related
foreign exchange transactions, can be made in foreign currencies without prior approval from the
State Administration of Foreign Exchange (the “ SAFE ”), by complying with certain procedural
requirements. By contrast, approval from or registration with appropriate government authorities is
required where Renminbi is to be converted into foreign currency and remitted out of China to pay
capital account items, such as direct investments, repayment of foreign currency-denominated
loans, repatriation of investments and investments in securities outside of China.
The SAFE issued the Circular on Reforming of the Management Method of the Settlement of
Foreign Currency Capital of Foreign-Invested Enterprises (̮ਠҳ༟Ά
) (the “ SAFE Circular 19 ”) on March 30, 2015, and it became
effective on June 1, 2015, which was partially repealed on December 30, 2019, and latest amended
on March 23, 2023. The SAFE Circular 19 expands a pilot reform of the administration of the
settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. In June
2016, SAFE further promulgated the Circular on the State Administration of Foreign Exchange on
Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital
Account () (the “ SAFE
Circular 16 ”), which, among other things, amends certain provisions of SAFE Circular 19.
Pursuant to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital
converted from foreign currency denominated registered capital of a foreign-invested company is
regulated such that Renminbi capital may not be used for business beyond its business scope or to
provide loans to persons other than affiliates unless otherwise permitted under its business scope.
REGULATORY OVERVIEW
–9 8–


--- page 109 ---
In October 2019, SAFE issued the Circular on Further Facilitating Cross-border Trade and
Investment () (the “ SAFE
Circular 28 ”), which cancels the restrictions on domestic equity investments by capital fund of
non-investment foreign invested enterprises and allows non-investment foreign invested enterprises
to use their capital funds to lawfully make equity investments in China, provided that such
investments do not violate the Negative List and the target investment projects are genuine and in
compliance with laws. According to the Circular on Optimizing Administration of Foreign
Exchange to Support the Development of Foreign-related Business (Ꮄʷ̮
) (the “ SAFE Circular 8 ”), issued by SAFE in April 2020, under
the prerequisite of ensuring true and compliant use of funds and compliance with the prevailing
administrative provisions on use of income under the capital account, eligible enterprises are
allowed to make domestic payments by using their capital funds, foreign credits and the income
under capital accounts of overseas listing, without prior provision of the evidentiary materials
concerning authenticity to the bank for each transaction. The handling banks shall conduct spot
checks afterwards in accordance with the relevant requirements. The interpretation and
implementation in practice of SAFE Circular 28 and SAFE Circular 8 are still subject to substantial
uncertainties.
Regulations on Taxation
Enterprise Income Tax
According to the Enterprise Income Tax Law of the PRC (),
which was promulgated by the SCNPC and was latest amended on December 29, 2018, and the
Regulation on the Implementation of the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ
ૢԷ), which was promulgated by the State Council and was latest amended
in April 2019, collectively referred to as the Enterprise Income Tax Law, a uniform 25% enterprise
income tax rate is imposed to both foreign invested enterprises and domestic enterprises, except
where tax incentives are granted to special industries and projects. The enterprise income tax rate
is reduced to 20% for qualifying small low-profit enterprises. The high-tech enterprises that need
full support from the PRC’s government will enjoy a reduced tax rate of 15% for Enterprise Income
Tax.
V alue-added Tax
Pursuant to the Provisional Regulations of the PRC on V alue-added Tax ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ), which was promulgated by the State Council and was latest amended on
November 19, 2017, and the Implementation Rules for the Provisional Regulations the PRC on
V alue-added Tax (), which was promulgated by the
Ministry of Finance and was latest amended on October 28, 2011 and effective from November 1,
2011, entities and individuals engaging in selling goods, providing processing, repairing or
replacement services or importing goods within the territory of the PRC are taxpayers of the
value-added tax.
According to the Circular of the Ministry of Finance and the State Taxation Administration on
the Adjusting V alue-added Tax Rates () effective
in May 2018, the value-added tax rates of 17% and 11% on sales, imported goods shall be adjusted
to 16% and 10%, respectively.
According to the Announcement of the Ministry of Finance, the State Taxation Administration
and the General Administration of Customs on Relevant Policies for Deepening the V alue-Added
Tax Reform (ʮѓ) promulgated
on March 20, 2019 and effective from April 1, 2019, the value-added tax rates of 16% and 10% on
sales, imported goods shall be adjusted to 13% and 9%, respectively.
REGULATORY OVERVIEW
–9 9–


--- page 110 ---
Dividends Distribution
Individual Investors
According to the Individual Income Tax Law of the PRC ()
(the “ IIT Law ”), which was latest amended on August 31, 2018 and its implementation rules, for
individual income including interest, dividend and bonus, individual income tax with applicable
proportional tax rate of 20% shall be paid. Unless otherwise provided by the competent financial
and taxation authorities under the State Council, all the interest, dividend and bonus are deemed as
derived from the PRC whether the payment place is in the PRC. According to the Circular on
Certain Issues Concerning the Policies of Individual Income Tax (ഄਪᕚ
) promulgated on May 13, 1994, overseas individuals are exempted from the individual
income tax for dividends or bonuses received from foreign-invested enterprises.
Enterprise Investors
The principal laws, rules and regulations governing dividend distributions by foreign invested
enterprises in the PRC are the Company Law and the Foreign Investment Law and its Implementing
Regulations. Under these requirements, foreign-invested enterprises may pay dividends only out of
their accumulated profit, if any, as determined in accordance with PRC accounting standards and
regulations. A PRC company must allocate 10% of its current-year after-tax profits to a statutory
reserve fund until the reserve reaches 50% of its registered capital. If prior-year losses exist, current
profits must first be used to make up such losses before making the statutory allocation. After
setting aside the statutory reserve, the company may, subject to shareholder approval, allocate
additional funds to a discretionary reserve. Remaining after-tax profits may then be distributed to
shareholders in proportion to their shareholding, unless otherwise provided in the articles of
association. The company may not distribute profits on shares it holds itself.
In accordance with the EIT Law and its implementation rules, a uniform enterprise income tax
rate of 25% is imposed on all resident enterprises in China, including foreign invested enterprises;
a non-PRC resident enterprise is generally subject to enterprise income tax at a rate of 10% on
PRC-sourced income (including dividends received from a PRC resident enterprise that issues
shares in Hong Kong), if it does not have an establishment or premise in the PRC or has an
establishment or premise in the PRC but its PRC-sourced income has no real connection with such
establishment or premise. The aforesaid income tax payable for non-PRC resident enterprises is
deducted at source, where the payer of the income is required to withhold the income tax from the
amount to be paid to the non-resident enterprise when such payment is made or due.
The Circular on Issues relating to the Withholding of Enterprise Income Tax by PRC Resident
Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares
(͏ΆุΣྤ̮ Hஷ
), which was issued by the SA T on November 6, 2008, further clarifies that a PRC resident
enterprise must withhold enterprise income tax at a rate of 10% on the dividends distributed to
overseas non-PRC resident enterprise shareholders of H Shares in 2008 and any subsequent year.
In addition, the Response to Questions on Levying Enterprise Income Tax on Dividends Derived by
Non-PRC Resident Enterprise from Holding Stock such as B Shares (͏
Άุ՟੻Bҭᔧ), which was issued by the SA T on July 24,
2009, further provides that any PRC resident enterprise whose shares are listed on overseas stock
exchanges must withhold and remit enterprise income tax at a rate of 10% on dividends distributed
to overseas non-PRC resident enterprise shareholders of H Shares in 2008 and any subsequent year.
Such tax rates may be further modified pursuant to the tax treaty or agreement that China has
entered into with a relevant country or area, where applicable.
Pursuant to the Arrangement between the Mainland and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
(τર), which was signed on
August 21, 2006, the PRC regulatory authorities may levy taxes on the dividends paid by a PRC
REGULATORY OVERVIEW
– 100 –


--- page 111 ---
resident company to Hong Kong residents (including natural persons and legal entities) in an
amount not exceeding 10% of the total dividends payable by the Chinese company. If a Hong Kong
resident directly holds 25% or more of the equity interest in a Chinese company, then such tax shall
not exceed 5% of the total dividends payable by the PRC resident company. The Fifth Protocol of
the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region
on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion (ಥतйБ
ࣣ֛which came into effect on
December 6, 2019, added a criterion for the qualification of entitlement to enjoy treaty benefits.
Under this protocol, treaty benefits will not be granted if, after considering all relevant
circumstances, it is reasonable to conclude that one of the principal purposes of an arrangement or
transaction is to obtain such benefits, unless granting the benefits is consistent with the
Arrangement’s objectives and purposes. The application of the dividend clause of tax agreements
is subject to the statutory requirements of PRC tax law documents, such as the Notice of the SA T
on the Issues Concerning the Enforcement of the Dividend Clauses of Tax Treaties (೼ਕᐼ
).
Tax Treaties
Non-resident investors residing in jurisdictions which have entered into treaties or
adjustments for the avoidance of double taxation with the PRC might be entitled to a reduction of
the Chinese corporate income tax imposed on the dividends received from PRC resident companies.
The PRC currently has entered into avoidance of double taxation treaties or arrangements with a
number of countries and regions including Hong Kong Special Administrative Region, Macau
Special Administrative Region, Australia, Canada, France, Germany, Japan, Malaysia, the
Netherlands, Singapore, the United Kingdom, the United States and etc. Non-PRC resident
enterprises entitled to preferential tax rates in accordance with the relevant taxation treaties or
arrangements are required to apply to the relevant PRC tax authorities for a refund of the corporate
income tax in excess of the agreed tax rate, and the refund application is subject to approval by the
relevant PRC tax authorities.
Regulations on Securities and Overseas Listing
The Securities Law of the People’s Republic of China, which was promulgated by the SCNPC
on December 29, 1998, and was latest amended on December 28, 2019 and took effect on March
1, 2020, comprehensively regulating activities in the PRC securities market including issuance and
trading of securities, takeovers by listed companies, securities exchanges, securities companies and
the duties and responsibilities of securities regulatory authorities, etc. The Securities Law further
regulates that a domestic enterprise issuing securities overseas directly or indirectly or listing their
securities overseas shall comply with the relevant provisions of the State Council and for
subscription and trading of shares of domestic companies using foreign currencies, detailed
measures shall be stipulated by the State Council separately. The CSRC is the securities regulatory
body set up by the State Council to supervise and administer the securities market according to law,
maintain order in the market, and ensure the market operates in a lawful manner. Currently, the issue
and trading of H shares are principally governed by the regulations and rules promulgated by the
State Council and the CSRC.
The PRC government has enhanced its regulatory oversight of Chinese companies listing
overseas. The Opinions on Intensifying Crack Down on Illegal Securities Activities (੽
จԈ) issued in July 2021 called for (i) tightening oversight of data
security, cross-border data flow and administration of classified information, as well as amendments
to relevant regulations to specify responsibilities of overseas listed Chinese companies with respect
to data security and information security; (ii) enhanced oversight of overseas listed companies as
well as overseas equity fundraising and listing by Chinese companies; and (iii) extraterritorial
application of PRC securities laws.
REGULATORY OVERVIEW
– 101 –


--- page 112 ---
On February 17, 2023, the CSRC released several regulations regarding the management of
filings for overseas offerings and listings by domestic companies, including the Trial Measures for
the Administration on Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆ
) (the “ Overseas Listing Trial Measures ”) together with 5
supporting guidelines (together with the Overseas Listing Trial Measures, collectively referred to
as the “ Overseas Listing Regulations ”). Under Overseas Listing Regulations, PRC domestic
companies that seek to offer and list securities in overseas markets, either in direct or indirect
means, are required to file the required documents with the CSRC within three working days after
its application for overseas listing is submitted.
The Overseas Listing Regulations provides that no overseas offering and listing shall be made
under any of the following circumstances: (i) such securities offering and listing is explicitly
prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the
intended securities offering and listing may endanger national security as reviewed and determined
by competent authorities under the State Council in accordance with law; (iii) the domestic
company intending to make the securities offering and listing, or its controlling shareholders and
the actual controller, have committed crimes such as corruption, bribery, embezzlement,
misappropriation of property or undermining the order of the socialist market economy during the
latest three years; (iv) the domestic company intending to make the securities offering and listing
is suspected of committing crimes or major violations of laws and regulations, and is under
investigation according to law and no conclusion has yet been made thereof; or (v) there are
material ownership disputes over equity held by the domestic company’s controlling shareholder or
by other shareholders that are controlled by the controlling shareholder and/or actual controller.
On February 24, 2023, the CSRC and three other relevant government authorities jointly
promulgated the Provisions on Strengthening the Confidentiality and Archives Administration
Related to the Overseas Securities Offering and Listing by Domestic Enterprises (̋੶ྤʫ
), or the Provision on Confidentiality.
Pursuant to the Provision on Confidentiality, where a domestic enterprise provides or publicly
discloses any document or material that involving state secrets and working secrets of state agencies
to the relevant securities companies, securities service institutions, overseas regulatory authorities
and other entities and individuals, it shall report to the competent department with the examination
and approval authority for approval in accordance with the law, and submit to the secrecy
administration department of the same level for filing. The working papers formed within the
territory of the PRC by the securities companies and securities service agencies that provide
corresponding services for the overseas issuance and listing of domestic enterprises shall be kept
within the territory of the PRC, and cross-border transfer shall go through the examination and
approval formalities in accordance with the relevant provisions of the State.
Regulations on Full Circulation of H Shares
The Company shall comply with regulations on the H share “full circulation” to converse its
domestic shares into H shares and circulate on the Hong Kong Stock Exchange. Pursuant to the
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies (2023 Amendment) ( H΅͡ሗ“ஷ”ˏ(2023͍)),
or the Guidelines for the “Full Circulation”, promulgated and implemented by the CSRC on
November 14, 2019 and revised on August 10, 2023, shareholders of domestic unlisted shares may
determine by themselves through consultation the amount and proportion of shares, for which an
application will be filed for circulation, provided that the requirements laid down in the relevant
laws and regulations and set out in the policies for state-owned asset administration, foreign
investment and industry regulation are met. After domestic unlisted shares are listed and circulated
on the Stock Exchange, they may not be transferred back to China.
REGULATORY OVERVIEW
– 102 –


--- page 113 ---
According to the Notes on the Trial Administrative Measures of Overseas Securities Offering
and Listing by Domestic Companies (׵<ج>Ⴍ
), the New Regulations Filing aims to strengthening institutional inclusiveness and deepening
opening-up, and lays out “full circulation” arrangements. For the overseas offering and listing by
a domestic company, holders of its domestically-based domestic unlisted shares are allowed after
filing to convert the shares into overseas listed shares to be circulated on overseas trading venues.
According to the Overseas Listing Trial Measures, “Full Circulation” represents the
shareholders of domestic unlisted shares of domestic companies, which directly offer and list
securities in overseas markets, converting its domestic unlisted shares into foreign listed shares
circulating in overseas markets. The shareholders of domestic unlisted shares shall authorize the
domestic company to file the “Full Circulation” application with CSRC by filing materials on key
compliance issues, including whether the “Full Circulation” has fulfilled adequate internal
decision-making procedures, necessary internal approvals and authorizations, and whether the “Full
circulation” involves approval or filing procedures set out in the laws, regulations and policies for
state-owned asset administration, industry supervision and foreign investment, and if so, whether
such approval or filing procedures have been performed.
OTHER LA WS AND REGULATIONS
U.S. Outbound Investment Rules
On October 28, 2024, the U.S. Department of the Treasury issued the Outbound Investment
Rules at 31 CFR Part 850, that govern the newly established Outbound Investment Security
Program and took effect on January 2, 2025, applying to transactions with a completion date on or
after that date. The Outbound Investment Rules impose investment prohibitions and notification
requirements on U.S. persons for investments in entities associated with China (including Hong
Kong and Macau) that are engaged in certain activities relating to three sectors: (i) semiconductors
and microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence
systems, collectively defined as “covered foreign persons.” Unless an exception applies, U.S.
persons subject to the Outbound Investment Rules are prohibited from making, or required to report,
certain investments in covered foreign persons, which are defined as “covered transactions.”
“Covered transactions” include, but are not limited to, acquisitions of equity interests that are not
yet publicly traded, certain debt financing, joint ventures, and certain investments as a limited
partner in a non-U.S. person pooled investment fund. The Directors, taking into account our Export
Control and OIR Counsel’s advice, are of the view that the Company is not a covered foreign person
under the Outbound Investment Rules. See “Summary — Recent Developments — U.S. Outbound
Investment Restrictions.”
The Outbound Investment Rules contain a number of excepted transactions, inter alia ,
investments in publicly traded securities, denominated in any currency, that trade on a securities
exchange or over-the-counter in any jurisdiction (the “Publicly Traded Securities Exception”),
provided that such investments do not afford a U.S. person rights beyond standard minority
shareholder protections with respect to a covered foreign person. Following the completion of the
Global Offering and upon the effectiveness of the Outbound Investment Rules, even if we are
deemed a covered foreign person by the Treasury, it is expected that U.S. persons will be able to
invest in our H Shares in reliance on the Publicly Traded Securities Exception, so long as such
investments do not afford a U.S. person rights that exceed standard minority shareholder
protections.
On December 23, 2025, the U.S. Department of the Treasury published additional frequently
asked questions (the “ FAQs”) on the Outbound Investment Rules, which provide further guidance
on the scope and application of the Publicly Traded Securities Exception. In particular, FAQ X.4
clarifies that where a U.S. person acquires an equity interest in a covered foreign person, and at the
time of such acquisition the equity interest is publicly traded on a securities exchange or
over-the-counter in any jurisdiction, such equity interest falls within the description of a “publicly
REGULATORY OVERVIEW
– 103 –


--- page 114 ---
traded security” under 31 C.F.R. Part 850, regardless of when an agreement to make such
investment was entered into. The FAQs further indicate that the relevant time of acquisition is when
the equity interest is actually transferred to the U.S. person, such as upon settlement. The FAQs also
provide additional clarification that the Publicly Traded Securities Exception may apply to a range
of capital markets transactions, including initial public offerings, follow-on offerings and similar
transactions, provided that the securities acquired are publicly traded at the time of acquisition and
that the investment does not afford the U.S. person rights beyond standard minority shareholder
protections with respect to the issuer.
As advised by our Export Control and OIR Counsel, and taking into account the guidance
provided in the FAQs, because we believe the Company is not a “covered foreign person” under the
Outbound Investment Rules, the issuance of the FAQs does not change the applicability or operation
of the Publicly Traded Securities Exception with respect to investments in our H Shares, and the
impact of such exception on investments in our H Shares by U.S. persons remains unchanged before
and after the publication of the FAQs.
For completeness, neither the Outbound Investment Rules nor the FAQs define the precise
time at which an acquisition is deemed to occur. As advised by our Export Control and OIR
Counsel, it is reasonable to conclude that an acquisition of H Shares by investors occurs upon
settlement, at which time the investors receive the H Shares. To the extent that settlement of H
Shares purchased by U.S. persons occurs after 9:00 a.m. on the Listing Date, such H Shares would
be publicly listed and traded at the time of acquisition. However, where settlement occurs prior to
9:00 a.m. on the Listing Date, when the H Shares are not yet publicly listed and traded (including,
for example, settlement of the Hong Kong Offer Shares), it remains uncertain whether the Publicly
Traded Securities Exception under the Outbound Investment Rules would be applicable.
REGULATORY OVERVIEW
– 104 –


--- page 115 ---
OVERVIEW
Our history can be traced back to September 2017 when our Company was founded by Mr.
Wang and Mr. Zhang. In May 2025, our Company was converted into a joint stock company with
limited liability and renamed as Guangdong Huayan Robotics Co., Ltd. (ࠢ
ʮ̡). Over the years of development, we have become a company specializing in cobots.
According to Frost & Sullivan, we are the second largest Chinese cobot company and a top five
global cobot company by revenue in 2024. Our cobots have been widely adopted in application
scenarios such as precision machining, intelligent welding, logistics palletizing, medical testing and
screw fastening, with rapid expansion into emerging consumer and educational scenarios including
rehabilitation therapy and catering services.
OUR BUSINESS MILESTONES
The following table summarizes the key milestones in our business development:
Y ear Milestone
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company was founded by Mr. Wang and Mr. Zhang.
We launched and started to generate revenue from our E Series cobots
which are designed for high-precision tasks.
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We commenced mass production of our E Series cobots, and our core
motion components.
Our Precision Motion Platforms applied in medical testing scenario
officially commenced mass production.
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We completed Series B Pre-IPO Investments raising RMB350 million,
with, among others, Y oushan Capital and China Merchants investors
participating as Pre-IPO Investors.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched our S Series cobots which are engineered for high-
payload and high-throughput industrial application scenarios.
We commenced direct business relationship with the world’s largest
power battery manufacturer by installed capacity, acting as its cobot
supplier.
We commenced direct business relationship with the world’s largest
new energy vehicle manufacturer by sales volume, acting as its motor
supplier.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our products were awarded “Red Dot Design Award” (ɽᆤ),
and “iF Product Design Award” (iFᆤ).
We partnered with a global ICT and smart device leader to establish
the Embodied Intelligence Innovation Center.
We were the largest Chinese cobot exporter by overseas revenue in
2024 according to Frost & Sullivan.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched our new brand “Huayan Robotics.”
We introduced the S50 model under our S Series, significantly
elevating the performance of our heavy-duty cobots across payload,
speed, reach, structural design and collaborative safety.
We commenced supply of our motors and cobots to leading humanoid
robot companies in PRC.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 105 –


--- page 116 ---
OUR MAJOR SUBSIDIARIES
Our business operations have been carried out by our Company and our subsidiaries. The table
below sets forth the details of our major subsidiaries as of the Latest Practicable Date:
Name
Place of
incorporation
Date of
incorporation Principal business activities
Huayan Robotics
Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC June 9, 2021 Sales of our products
Jiutian Power
Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC September 24,
2020
R&D
CORPORATE DEVELOPMENT
Establishment of Our Company
In 2017, Mr. Wang and Mr. Zhang saw business opportunities in intelligent robots and founded
the concept of our cobots. They formed the management team and formulated the overall business
plans and strategies of our Company. Mr. Wang and Mr. Zhang were experts experienced in motors,
servos and motion control with previous work experience and recognition by the industry and the
government. As founders of start-up business, they decided to approach, Han’s Laser, their then
employer, to obtain funding. Following negotiation between Mr. Wang and Han’s Laser in the
second half of 2017, believing in the competence of Mr. Wang and the management team he formed
and considering the business potentials of cobots as well as the potential investment return, Han’s
Laser agreed to be the Series Angel Pre-IPO Investor to fund the establishment of the Company and
undertook to support a management-buy-out (the “ MBO”) to be carried out by Mr. Wang and Mr.
Zhang when there are other potential investors willing to invest in the Company (the “ MBO
Undertaking ”).
To facilitate the business operation, Han’s Laser, Mr. Wang and Mr. Zhang agreed to set up
a legal entity and our Company was established as a limited liability company in the PRC in
September 2017 under the name of Shenzhen Dazu Robot Co., Ltd. (ʮ̡)
with a registered share capital of RMB50.0 million. Following the establishment of our Company
and the completion of initial investment by Mr. Wang, Mr. Zhang and Han’s Laser in our Company
in August 2018, our Company was owned as to approximately 5.69%, 0.81% and 93.5% by Mr.
Wang, Mr. Zhang and Han’s Laser, respectively.
MBO, Series-A Pre-IPO Investment and further investment by our Controlling Shareholders
With the rapid development of our Company and in light of the then upcoming Series-A
Pre-IPO Investment, in line with the MBO Undertaking, Mr. Wang and Mr. Zhang reached
consensus with Han’s Laser to proceed with the previously agreed MBO in September 2020. Since
September 2020, Han’s Laser had transferred most of its equity interests in our Company to entities
ultimately controlled by Mr. Wang, namely Zhirentuan and Zhirenxing pursuant to the MBO.
Zhirentuan and Zhirenxing are controlled and managed by their general partner, Zhirentuan Tech,
which is in turn owned as to 99% and 1% by Mr. Wang and Mr. Zhang, respectively. Zhirenxing is
one of the Employee Incentive Platforms of our Company.
 As part of the MBO, in September 2020, Han’s Laser transferred RMB25.0 million registered
share capital of our Company (representing 50% of the then total registered share capital of
the Company) to Zhirentuan at a total consideration of RMB80.0 million. The consideration
was determined by arms’ length negotiation taking into consideration the then valuation of the
Company. Following the completion of such equity interests transfer, our Company was
owned as to 56.5% and 43.5% by Mr. Wang (together with Mr. Zhang and entities ultimately
controlled by Mr. Wang) and Han’s Laser, respectively. Zhirentuan obtained loans from
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 106 –


--- page 117 ---
Huashenghui (Beijing) Industrial Development Co., Ltd. ( ശସි(̏ԯ)ப΂ʮ
̡), a property developer and an independent third party which is neither connected person of
the Company nor related to/connected with Han’s Laser to fund the MBO; and
 In September 2020, the Company completed the Series-A Pre-IPO Investment with the then
Series A Pre-IPO Investors subscribing for RMB16,326,531 registered share capital of our
Company.
 As part of the MBO, in May 2021, Han’s Laser transferred RMB6,632,653 registered share
capital of our Company (representing 10% of the then total registered share capital of the
Company) to Zhirenxing at a total consideration of RMB45.0 million. The consideration was
determined by arm’s-length negotiation taking into consideration the then valuation of the
Company. Zhirenxing obtained loans from Shanghai Huaqi and Shenzhen Tianle, the Pre-IPO
Investors and independent third parties which are neither connected persons of the Company
nor related to/connected with Han’s Laser to fund the MBO.
Following the completion of the MBO and Series-A Pre-IPO Investment in 2021, our
Company was owned as to 54.94%, 22.79% and 22.27% by Mr. Wang (together with Mr. Zhang and
entities controlled by Mr. Wang), Han’s Laser, and Series A Pre-IPO Investors, respectively.
Believing in the business potential of our Company as well as considering our employees’
contributions to and interests in the Company, Mr. Wang and Mr. Zhang further invested in our
Company through entities ultimately controlled by them, namely Xianzhikong, Zhirentuan,
Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun.
 In September 2020, Xianzhikong subscribed for RMB1,554,908 registered share capital of our
Company (representing approximately 2.34% of the then total registered share capital of the
Company) at a consideration of RMB10.0 million. Xianzhikong is controlled and managed by
Zhirentuan Tech as its general partner which is in turn ultimately controlled by Mr. Wang. The
general partner of Xianzhikong is Zhirentuan Tech holding approximately 0.78% partnership
interests therein. As of the Latest Practicable Date, each of Mr. Wang Xianli, our connected
person, Mr. Wang and Shenzhen Ruiliang Enterprise Management Partnership (Limited
Partnership) (Άุ၍ଣΥྫΆุ(Υྫ), the “ Shenzhen Ruiliang ”)*, an
Independent Third Party, as limited partners, held approximately 76.91%, 0.78% and 21.52%
partnership interests therein;
 In February 2025, Zhirentuan purchased RMB1,554,908 registered share capital of our
Company (representing approximately 1.80% of the then total registered share capital of the
Company) from our then Shareholder, Zhuhai Honghao Investment Fund Management Center
(Limited Partnership) (၍ଣʕː(Υྫ)) (“ Zhuhai Honghao ”), at a
total consideration of approximately RMB27 million. The general partner of Zhirentuan is
Zhirentuan Tech holding approximately 0.94% partnership interests therein. As of the Latest
Practicable Date, each of Mr. Wang, Mr. Zhang and Shenzhen Ruiliang*, as limited partners,
held approximately 81.14%, 11.73%, 6.20% partnership interests therein;
 In April 2025, Zhirenying purchased RMB731,994 registered share capital of our Company
(representing approximately 0.85% of the then total registered share capital of the Company)
from Foshan Pengxia Jufu Enterprise Management Partnership (Limited Partnership) ( Нʆ̹
ᘄขၳబΆุ၍ଣΥྫΆุ(Υྫ)) (“ Foshan Pengxia ”), one of our Pre-IPO Investors.
* Shenzhen Ruiliang is a partnership established in PRC with Liu Hongliang (ڥݳan Independent Third
Party and individual investor who may from time to time make equity investment, as its general partner holding
approximately 84.56% partnership interests therein. Each of the four limited partners of Shenzhen Ruiliang is
an Independent Third Party and holds less than 6% partnership interests therein. At the relevant time, Shenzhen
Ruiliang intended to invest in the Company. However, considering the Company’s overall circumstances,
including its financial position, the Company had not initiated a new financing round, and any proposed issue
of new Shares would have required the approval of the existing Shareholders, the outcome of which was
uncertain and would have required a relatively lengthy preparation process. In addition, there was no existing
Shareholder seeking to dispose of Shares it held at that time. In light of the funding needs of Zhirentuan and
Xianzhikong at that time, Shenzhen Ruiliang therefore invested in Zhirentuan and Xianzhikong, through which
it could indirectly hold equity interest in the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 107 –


--- page 118 ---
The general partner of Zhirenying is Zhirentuan Tech holding approximately 0.05%
partnership interests therein. As of the Latest Practicable Date, all the 37 limited partners of
Zhirenying were current employees of the Group with each holding less than 20% partnership
interests therein; and
 In May 2025, an aggregate of 18,027,800 Shares (representing approximately 4% of the total
issued share capital of the Company) were issued to Zhirenle, Zhirenxue, Zhirenju and
Zhirenyun, which are all Employee Incentive Platforms. Zhirenle, Zhirenxue, Zhirenju and
Zhirenyun are controlled and managed by Zhirentuan Tech as their general partner which is
in turn ultimately controlled by Mr. Wang, while their limited partners are current employees
and advisors of our Group. See “Appendix IV — 5. Employee Incentive Schemes — (a)
Employee Incentive Platforms” for details of the limited partners.
Pre-IPO Investments
From September 2017 to May 2025, we have completed several rounds of Pre-IPO
Investments. Following the completion of the Pre-IPO Investments, our Company is owned as to
39.44%, 16.77%, and 43.79% by the Controlling Shareholders, Han’s Laser and other Pre-IPO
Investors, respectively. See “— Pre-IPO Investments” below for details of the Pre-IPO Investments.
Joint Stock Conversion
On May 22, 2025, our Company was converted into a joint stock company with limited
liability and was renamed as Guangdong Huayan Robotics Co., Ltd. (ʮ
̡) with our registered share capital of RMB86,533,436 remaining unchanged and divided into
432,667,180 Shares. Our then Shareholders’ respective shareholding percentage remain unchanged
immediately before and after the joint stock conversion.
Acting in Concert Agreement
To record and formalize the understanding and practice among Mr. Wang, Mr. Zhang and
entities controlled by them, on April 30, 2025, Mr. Wang and Mr. Zhang entered into the Acting in
Concert Agreement. Pursuant to the Acting in Concert Agreement, Mr. Wang and Mr. Zhang
confirmed that they and entities controlled by them had been acting in concert since he/it became
a Director or Shareholder and will continue to act in concert to align their votes at the Board
meetings and the general meetings of the Company (as the case may be), and that Mr. Zhang will
follow Mr. Wang’s vote to arrive at a unanimous consent in case of any disagreement. The Acting
in Concert Agreement shall remain valid until the third anniversary year following the Listing. If
neither party issues a termination notice upon expiry of the first three-anniversary year valid period,
the Acting in Concert Agreement shall be automatically renewed for a period of one anniversary
year, same for each subsequent annual renewal.
Employee Incentive Schemes
In recognition of the contributions of our key employees and to incentivize them to further
promote our development, our Company adopted employee incentive schemes in December 2021
and May 2025 to award the partnership interests in our Employee Incentive Platforms to the scheme
participants. In addition to Zhirenxing, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun were
established in May 2025 to serve as our Employee Incentive Platforms to provide more incentives
to our employees. Each of Zhirenxing, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun is ultimately
controlled and managed by Mr. Wang. As of the Latest Practicable Date, Zhirenxing, Zhirenxue,
Zhirenle, Zhirenju and Zhirenyun held an aggregate of 8.20% equity interests in the Company. See
“Statutory and General Information — 5. Employee Incentive Schemes” in Appendix IV to this
Prospectus for details of our employee incentive schemes.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 108 –


--- page 119 ---
Rebranding of the Company
The Company’s name has changed from Shenzhen Dazu Robot Co., Ltd. ( ଉέ̹ɽૄዚኜɛ
ʮ̡) to Guangdong Huayan Robotics Co., Ltd. (ʮ̡) on March 26, 2025
and the Chinese name of the Company was further changed toʮ̡
(Guangdong Huayan Robotics Co., Ltd.) on May 22, 2025. Historically, the Company entered into
the trademark licensing agreement with Han’s Laser, pursuant to which, Han’s Laser authorized us
to use a number of registered trademarks owned by Han’s Laser (the “ Licensed Trademarks ”). For
details of the Licensed Trademarks, please refer to “Appendix IV — Statutory and General
Information — 2. Further Information about our Business — B. Intellectual Property Rights — (b)
Trademarks.” From January 1, 2022 (the beginning of the Track Record Period) to July 30, 2025,
all of the Group’s products delivered to its customers were under the “Han’s” brand name. Such
trademark licensing agreement has been terminated with effect from August 1, 2025, and none of
our products delivered to customers was or will be under the “Han’s” brand name thereafter.
Considering that (i) the customers purchase products from the Group on an order-by-order
basis rather than relying on long-term supply agreements, which is in line with industry norms; (ii)
as of the Latest Practicable Date, none of the customers of the Group has indicated to the Group
that they will cease the procurement of the company’s products due to the rebranding, or expressed
any concern to the Group in this regard; and (iii) during the Track Record Period, approximately
69.9%, 79.3%, 86.3% and 90.4% of the Group’s revenue were generated from sales to system
integrators, whose procurement decisions are driven primarily by the intrinsic qualities, technical
specification and performance of the products, the Company is of the view that there is no material
adverse impact on the Group’s business operations and financial performance resulting from the
rebranding.
CAPITALIZATION OF OUR COMPANY
The table below summarizes the shareholding structure of our Company as of the Latest
Practicable Date and immediately prior to the completion of the Global Offering.
Name of Shareholder
Number of
Unlisted
Shares held
Approximate
percentage of
shareholding (%)
Controlling Shareholders
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,218,750 3.15
Mr. Zhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031,250 0.45
Zhirentuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,107,850 25.10
Zhirenxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,950,440 4.20
Xianzhikong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,774,540 1.73
Zhirenying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,659,970 0.81
Zhirenxue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,617,800 1.91
Zhirenle /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,000,000 1.11
Zhirenju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,500,000 0.55
Zhirenyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,910,000 0.42
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,770,600 39.44
Han’s Laser /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,586,735 16.77
Shenzhen Zhongshen Xinchuang Equity Investment
Partnership (Limited Partnership) (ٰ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Zhongshen
Xinchuang ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,163,265 7.36
China Merchants Investors
Zhaoying (Zhucheng) V enture Capital Partnership
(Limited Partnership) (ޮם(۬)௴ุҳ༟Υྫ
Άุ(Υྫ)) (“ Zhucheng Zhaoying ”) /H1118/H1118/H1118/H1118/H111811,054,420 2.45
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 109 –


--- page 120 ---
Name of Shareholder
Number of
Unlisted
Shares held
Approximate
percentage of
shareholding (%)
Foshan Zhaoke Innovation Intelligent Industry
Investment Fund Partnership (Limited
Partnership) (ږ
ΥྫΆุ(Υྫ)) (“ Foshan Zhaoke ”) /H1118/H1118/H1118/H1118/H111811,054,420 2.45
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,108,840 4.91
CAS Investors
Beijing Guoke Ruihua Phase IV Equity Investment
Fund Partnership (Limited Partnership) ( ̏ԯ਷
ΥྫΆุ(Υྫ))
(“Guoke Ruihua ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,735,015 2.16
Shenzhen Baoshi Xinqiao Guoke Ruihua Private
Equity Investment Fund Partnership (Limited
Partnership) (ᛆ
ΥྫΆุ(Υྫ)) (“ Baoshi
Xinqiao ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,735,015 2.16
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,470,030 4.32
Mr. Liang Jianhong (҃)( “ Mr. Liang ”) /H1118/H1118/H1118/H1118/H1118/H111818,804,660 4.17
Fujian Min’an Tongfu Enterprise Management
Partnership (Limited Partnership) (͏τΝబΆ
ุ၍ଣΥྫΆุ(Υྫ)) (“ Fujian Min’an ”)/H1118/H1118/H111818,658,890 4.14
Suzhou Tengxin V enture Capital Partnership
(Limited Partnership) (௴ุҳ༟ΥྫΆุ
(Υྫ)) (“ Suzhou Tengxin ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,661,810 2.59
Y antai Xinzhen Tianying Equity Investment Center
(Limited Partnership) (ᛆҳ༟ʕː
(Υྫ)) (“ Y antai Xinzhen ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,054,420 2.45
SIHC Investors
Shenzhen Zhongxiaodan V enture Capital Co., Ltd.
(ʮ̡)
(“Zhongxiaodan ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,887,270 0.86
Shenzhen Talent Innovation Entrepreneurship No.
3 Phase II Equity Investment Fund Partnership
(Limited Partnership) ( ଉέ̹ɛʑ௴อ௴ุɧ໮
ΥྫΆุ(Υྫ))
(“Shenzhen Talent ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3,887,270 0.86
Shenzhen Toposcend Zhongxiaowei V enture
Capital Enterprise (Limited Partnership) ( ଉέ̹
ऎʕʃฆ௴ุҳ༟Άุ(Υྫ))
(“Toposcend ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,632,655 1.47
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,407,195 3.20
Foshan Pengxia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,402,330 2.31
Yuecai Investors
Guangdong Y uecai Industrial Investment Fund
Partnership (Limited Partnership) (ຽৌପุҳ
ΥྫΆุ(Υྫ)) (“ Guangdong
Yuecai”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,719,388 1.05
Guangzhou Chuangying Jianke Investment
Partnership (Limited Partnership) (ҳ
༟ΥྫΆุ(Υྫ)) (“ Chuangying Jianke ”) /H1118/H1118 28,317 0.01
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,747,705 1.05
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 0–


--- page 121 ---
Name of Shareholder
Number of
Unlisted
Shares held
Approximate
percentage of
shareholding (%)
Shenzhen Qielou Xingwen Management Partnership
(Limited Partnership) ( ଉέᒡᗨБᖢ၍ଣΥྫΆุ
(Υྫ)) (“ Shenzhen Qielou ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,438,775 2.09
Investors controlled by Mr. Tan Zhaolin
Shanghai Huaqi Investment Management
Partnership (Limited Partnership) ( ɪऎ೥೘ҳ༟
၍ଣΥྫΆุ(Υྫ)) (“ Shanghai Huaqi ”) /H1118 4,737,610 1.05
Shenzhen Qunte Investment Co., Ltd. ( ଉέ໊̹त
ப΂ʮ̡)( “ Shenzhen Qunte ”) /H1118/H1118/H1118/H1118/H1118/H11184,413,988 0.98
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,151,598 2.03
Wuxi High-tech Zone Xindongneng Industry
Development Fund (Limited Partnership) ( ೌ፼৷
ږ(Υྫ)) (“ Wuxi
Xindongneng ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,719,390 1.05
Founder Securities Investment Co., Ltd. ( ˙͍ᗇՎҳ
ʮ̡)( “ Founder Securities ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,421,770 0.98
Shenzhen Shuohang Enterprise Management
Partnership (Limited Partnership) ( ଉέ̹၂ঘΆุ
၍ଣΥྫ(Υྫ)) (“ Shenzhen Shuohang ”) /H1118/H1118/H11183,178,760 0.71
Ms. Liu Hong ( ᄎ҃)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,751,547 0.39
Beijing CAS Zhengdao Investment Center (Limited
Partnership) (͍༸ҳ༟ʕː(Υྫ))
(“CAS Zhengdao ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,660 0.04
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,694,980 100.00
MATERIAL ACQUISITIONS, DISPOSALS AND MERGERS
Disposal of Shenzhen Niuer Robot
Shenzhen Niuer Commercial Robot Co., Ltd. (ʮ̡, the
“Shenzhen Niuer Robot ”) was established in 2021 to explore the business prospects of our cobots’
application in semiconductor industry. Upon establishment, Shenzhen Niuer Robot was owned as to
60% by the Company and 40% by Shenzhen Juchengxing Enterprise Management Partnership
(Limited Partnership). ( ଉέ̹ၳ༐ጳΆุ၍ଣΥྫΆุ(Υྫ), a company then controlled and
owned by Shenzhen Niuer Robot’s R&D and technical personnel. Unlike the Group who is
positioned as a cobot provider focused on standardized products that can be readily adapted to
diverse industrial and other application needs, Shenzhen Niuer Robot acted as an integrator
focusing on semiconductor industry. Due to the nature of the business of semiconductor
manufacturing/fabrication companies (the main target customers of Shenzhen Niuer Robot), it takes
a considerable period of time for Shenzhen Niuer Robot’s products to be tested, proved with and
recognized by its customers. As advised by Frost & Sullivan, it usually takes 12-18 months for a
cobot manufacturer to test and prove its product with a customer. Once the product was tested and
proved with a semiconductor manufacturing/fabrication company, the procurement volume of such
semiconductor manufacturing/fabrication company could increase rapidly, and the procurement
volume from a single semiconductor company could be quite considerable.
Considering (i) the different business strategic directions as disclosed above; (ii) up to the
time of the Company’s disposal, Shenzhen Niuer Robot was at its early stage of development.
Despite it was testing and validating its products with a number of customers and generated a small
amount of revenue, it had not yet commenced mass production of any product and did not achieve
profitability, which also resulted in the negative net assets value position; (iii) Shenzhen Niuer
Robot required further investment to sustain its R&D and business operations before the disposal.
It was not in the best interests of the Company to make further investments in Shenzhen Niuer
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 111 –


--- page 122 ---
Robot; (iv) upon disposal, the Company would no longer be exposed to the risk associated with
Shenzhen Niuer Robot and could recover its initial investment in Shenzhen Niuer Robot. Therefore,
as requested and approved by our then Shareholders, in July 2023, we entered into an equity transfer
agreement with Pengxia Investment (Shenzhen) Co., Ltd. ( ᘄขҳ༟(ଉέ)ப΂ʮ̡, the
“Pengxia Shenzhen ”), an Independent Third Party, pursuant to which, we disposed our entire
interests in Shenzhen Niuer Robot to Pengxia Shenzhen and Pengxia Shenzhen was obligated to
settle the consideration of RMB6 million (representing the amount the Group previously
contributed for the set-up of Shenzhen Niuer Robot) in any event. The consideration has been
settled in June 2025 when Shenzhen Niuer Robot improved its performance. To the best knowledge
of the Company, Pengxia Shenzhen prioritized its limited financial resources to support Shenzhen
Niuer Robot rather than the immediate settlement of the disposal consideration. The consideration
was determined based on the fact that Shenzhen Niuer Robot was at early development stage, it has
not commenced mass production of any product, did not achieve profitability and was in negative
net assets value position. The Company recognized gains from the disposal of Shenzhen Niuer
Robot in 2023. See Note 5 of the Accountants’ Report in Appendix I to this Prospectus.
Up to the time of the Company’s disposal, Shenzhen Niuer Robot was at its early stage of
development. It had successfully designed and launched its products and was testing and validating
its products with its customers, and had generated some revenue, but was still in the stage of
optimizing its product. It had neither commenced mass production of any product nor achieved
profitability. Following the disposal, Shenzhen Niuer Robot obtained financial support from
Pengxia Shenzhen to sustain its R&D and business development, upgraded its products and
achieved breakthrough in technology and client testing/proving. With its products being recognized
by customers, Shenzhen Niuer Robot started to procure considerable amounts of the Group’s
products at the end of 2024 to facilitate the mass production and delivery of its products in 2025.
Furthermore, to the best knowledge of the Company, changing core components, i.e. the cobots
procured from the Group following the successful client testing/proving may result in additional
costs for Shenzhen Niuer Robot. In addition, the cobot industry underwent rapid development in
recent years. The global cobot market grew from RMB2.5 billion in 2020 to RMB7.5 billion in
2024, achieving a CAGR of 32.0% during this period. China’s cobot market exhibited high growth,
expanding from RMB0.6 billion in 2020 to RMB2.2 billion in 2024, achieving a CAGR of 38.8%
during this period. Shenzhen Niuer Robot is one of the top 5 customers of the Group for the year
ended December 31, 2024 and the nine months ended September 30, 2025. See “Business — Our
Customers.”
Disposal of Neura Robotics
Neura Robotics GmbH (the “ Neura Robotics ”) was established in Germany in March 2019.
Upon establishment, it was owned as to 70% by our Group (and recognized as a joint venture) and
30% by Neura Robotics’ actual controller based in Germany (“ Neura Robotics Shareholder ”).
Neura Robotics focused on cognitive robots with a wide range of robotic offerings including Maira
cognitive cobots, autonomous vehicle robot, Lara cognitive robots, family service robot and
humanoid robot. The management of Neura Robotics specializes in software algorithm and sensors.
Instead of focusing on R&D, design and manufacture of standardized products that can be readily
adapted to diverse needs, Neura Robotics took a distinctive approach to the development of its
collaborative robots by focusing on serving overseas customers’ usage requirements and patterns,
specific needs such as precision, safety standards, human-machine interface and operation software
etc. (the “ Neura Focus ”). Leveraging on their expertise and under the Neura Focus, Neura Robotics
procured the Group’s high-performance products for further customized development under
overseas customers’ requirements.
Considering (i) the different business strategic directions as disclosed above; (ii) the R&D of
Neura Robotics were valuable but demand considerable amount of funds to sustain. It was not in
the best interests of the Company to make further investments in Neura Robotics; (iii) Neura
Robotics faced challenging financing conditions, certain investors, who considered, among others,
the profile of Neura Robotics, showed limited interest and cautious engagement; and (iv) upon
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 2–


--- page 123 ---
disposal, the Company is no longer exposed to the risk associated with Neura Robotics. In June
2023, as requested and approved by our then Shareholders, we disposed of our entire interests in
Neura Robotics to the Lingotto Opportunity Fund ILP , Primepulse SE, Vsquared V entures II GmbH
& Co. KG, HV Capital Fund IX V entures GmbH & Co. geschlossene Investment KG, at a total
consideration of
C10,000,000. The total consideration involved was determined by arms’ length
negotiation and has been settled. Following the completion of such disposal, our Company ceased
to hold any equity interests in Neura Robotics. The Company recognized gains from the disposal
of Neura Robotics in 2023. See Notes 5 and 17 of the Accountants’ Report in Appendix I to this
Prospectus.
Following the disposal, Neura Robotics succeeded to raise sufficient funding to advance its
R&D and business development. Its business scale therefore expanded and required more
cobots/components from the Group. In addition, the cobot industry underwent rapid development
in recent years. The global cobot market grew from RMB2.5 billion in 2020 to RMB7.5 billion in
2024, achieving a CAGR of 32.0% during this period. China’s cobot market exhibited high growth,
expanding from RMB0.6 billion in 2020 to RMB2.2 billion in 2024, achieving a CAGR of 38.8%
during this period. Neura Robotics has been among the top 5 customers of the Group during the
Track Record Period and was the largest customer of the Group for the year ended December 31,
2024 and the nine months ended September 30, 2025. See “Business — Our Customers.”
Save for the procurement of our cobots by Neura Robotics as disclosed above, given the
high-performance standards as required by Neura Robotics such as precision and stability, the
Company follows Neura Robotics’ technical requirements to integrate high-performance reducers
into the products manufactured for it. These high-performance reducers are widely sold in German
and, for reasons of convenience and favourable commercial terms due to bulk ordering, these
reducers are procured by Neura Robotics and supplied to the Company. The Company has the
discretion to integrate these high-performance reducers into products manufactured for other
customers where applicable or appropriate. Neura Robotics was one of the top 5 suppliers of the
Group during the Track Record Period. See “Business — Our Suppliers.” In addition, there were
amounts due from Neura Robotics when it was our associate as of December 31, 2022, which
amounted to RMB84.0 million. Such amounts were non-trade in nature, unsecured and collectable
within one year. Such amounts were in relation to loans provided by our Group to Neura Robotics
to support its daily operations, bearing an interest rate of approximately 1.0% per annum, and had
been settled in February 2025. See “Financial Information — Related Party Transactions.”
Save as disclosed above, we have not conducted any acquisitions, disposals or mergers since
our incorporation that we consider to be material to us. As advised by the PRC Legal Advisor, such
disposals have obtained all material applicable regulatory approvals. Shenzhen Niuer Robot and
Neura Robotics were not involved in any material non-compliance incidents from January 1, 2022
and up to their respective disposal date.
PRE-IPO INVESTMENTS
Details of the Pre-IPO Investments are summarized below:
Name of Pre-IPO Investor Investment method Date of contract
Date of
settlement
Amount of share
capital
subscribed/
acquired Consideration (2)
Cost per
Share paid (3)
Discount to the
Offer Price (4)
(RMB) (RMB in millions) (RMB) (%)
Series Angel Pre-IPO Investment (Pre-money valuation: N/A; Post-money valuation: RMB46.75 million) (5)
Han’s Laser /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September 7,
2017
(1)
August 30,
2018
46,750,000 46.75 0.2 98.7%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 3–


--- page 124 ---
Name of Pre-IPO Investor Investment method Date of contract
Date of
settlement
Amount of share
capital
subscribed/
acquired Consideration (2)
Cost per
Share paid (3)
Discount to the
Offer Price (4)
(RMB) (RMB in millions) (RMB) (%)
Series A Pre-IPO Investments (Pre-money valuation: RMB331.6 million; Post-money valuation: RMB426.6 million) (5)(6)
Fujian Min’an /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September 22,
2020
September 23,
2020
3,731,778 24.00
Foshan Pengxia /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September 22,
2020
September 22,
2020
3,731,778 24.00
Suzhou Tengxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September 22,
2020
September 24,
2020
2,332,362 15.00 1.29 91.4%
Zhongxiaodan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September 22,
2020
September 25,
2020
777,454 5.00
Shenzhen Talent /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
September
22,2020
September 24,
2020
777,454 5.00
Share transfer between Shareholders in 2021
Shanghai Huaqi /H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Zhirenxing
May 17, 2021 May 17, 2021 947,522 15.00
(7) 3.17 78.9%
Name of Pre-IPO Investor Investment method Date of contract
Date of
settlement
Amount of share
capital
subscribed/
acquired Consideration (2)
Cost per
Share paid (3)
Discount to the
Offer Price (4)
(RMB) (RMB in millions) (RMB) (%)
Series B Pre-IPO Investments (Pre-money valuation: RMB1,500.0 million; Post-money valuation: RMB1,850.0 million) (5)(8)
Zhongshen Xinchuang /H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 11, 2021 6,632,653 150.00
Zhucheng Zhaoying /H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 17, 2021 2,210,884 50.00
Foshan Zhaoke /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 22, 2021 2,210,884 50.00 4.52 69.9%
Y antai Xinzhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 15, 2021 2,210,884 50.00
Toposcend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 23, 2021 1,326,531 30.00
Founder Securities /H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
June 10, 2021 June 24, 2021 884,354 20.00
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 4–


--- page 125 ---
Name of Pre-IPO Investor Investment method Date of contract
Date of
settlement
Amount of share
capital
subscribed/
acquired Consideration (2)
Cost per
Share paid (3)
Discount to the
Offer Price (4)
(RMB) (RMB in millions) (RMB) (%)
Series B+ Pre-IPO Investments (Pre-money valuation: RMB2,600.0 million; Post-money valuation: RMB2,750.4 million) (5)(8)
Guangdong Y uecai /H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
November 19,
2021
November 29,
2021
1,887,755 60.00
Chuangying Jianke /H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
November 19,
2021
November 29,
2021
11,327 0.36 6.36 57.6%
Shenzhen Qielou /H1118/H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
November 19,
2021
November 29,
2021
1,887,755 60.00
Wuxi Xindongneng /H1118/H1118/H1118/H1118/H1118Subscribe for new
registered share
capital
November 19,
2021
November 30,
2021
943,878 30.00
Share transfer between Shareholders in 2024
Guoke Ruihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Zhirentuan
December 26,
2024
January 3,
2025
1,947,003 49.50
(9)
Baoshi Xinqiao /H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Zhirentuan
December 26,
2024
January 3,
2025
1,947,003 49.50 (9) 5.08 66.1%
CAS Zhengdao /H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Zhirentuan
December 26,
2024
January 3,
2025
39,332 1.00 (9)
Name of Pre-IPO Investor Investment method Date of contract
Date of
settlement
Amount of share
capital
subscribed/
acquired Consideration (2)
Cost per
Share paid (3)
Discount to the
Offer Price (4)
(RMB) (RMB in millions) (RMB) (%)
Share transfer between Shareholders in 2025
Shenzhen Qunte /H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Foshan Pengxia
April 30, 2025 May 7, 2025 373,266 9.49 (10)
Transfer from
Guangdong
Y uecai
May 23, 2025 May 23, 2025 2,547,658 21.83
(10)
Shenzhen Shuohang /H1118/H1118/H1118/H1118/H1118Transfer from
Foshan Pengxia
April 30, 2025 May 7, 2025 373,266 9.49 (10)
Transfer from
Guangdong
Y uecai
May 23, 2025 May 23, 2025 1,284,112 11.01
(10) 6.86 54.2%
Transfer from
Chuangying
Jianke
May 23, 2025 May 23, 2025 28,318 0.24
(10)
Liu Hong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer from
Foshan Pengxia
April 30, 2025 May 7, 2025 172,786 4.39 (10)
Transfer from
Guangdong
Y uecai
May 23, 2025 May 23, 2025 887,617 7.61
(10)
Mr. Liang Jianhong /H1118/H1118/H1118/H1118/H1118Transfer from
Shenzhen
Tianle
(11)
May 26, 2025 May 27, 2025 18,804,660 42.0 2.23 85.1%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 5–


--- page 126 ---
Notes:
(1) Refers to the establishment date of the Company.
(2) In respect of subscription of new registered share capital of the Company, the consideration was determined after
arm’s length negotiations between the Company and the Pre-IPO Investors with reference to the status of milestones
and prospects of commercialization of our specialist technology products, the overall industry status, the timing of
the investments, the market value, and the prospects of our business etc.
(3) For purpose of joint stock conversion, our registered share capital of RMB86,533,436 was divided into 432,667,180
Shares, representing an enlargement of five times. See “— Corporate Development — Joint Stock Conversion” in this
section for details. For purpose of presenting the cost per Share paid on a comparable basis especially on a consistent
basis with the current Shares of our Company, the cost per Share paid is calculated by dividing the total consideration
by five times of the total amount of registered share capital subscribed or acquired.
(4) The discount to the Offer Price is calculated based on the Offer Price of HK$17.0 per H Share.
(5) In respect of subscription of new registered share capital of the Company, the post-money valuation is calculated by
dividing the total consideration for the subscription of the Company’s issued share capital under the relevant round
of the Pre-IPO Investment by the percentage of the newly subscribed Company’s issued share capital at the relevant
time. The pre-money valuation is calculated by excluding the total consideration for such subscription from the
post-money valuation under the relevant round of the Pre-IPO Investment. Such implied valuation of our Company
has been increasing along with our rapid business development.
(6) The principal reasons for the increase in valuation from the Series Angel Pre-IPO Investment to Series A Pre-IPO
Investment was mainly due to the commencement of mass production of our Elfin-Basic cobots and our core motion
components in 2018.
(7) Calculated by dividing the total consideration for such equity transfer by the percentage of the Company’s issued
share capital transferred at the relevant time, the pre-money and post-money valuation of the Company is
RMB1,050.0 million. To the best knowledge of the Company, the consideration for such equity transfer between
Shareholders was determined after arm’s lengths negotiations taking into consideration the Company’s then valuation,
business and prospects, as well as timing of the transaction. Our Company was not involved in such negotiation
between Shareholders.
(8) The principal reasons for the increase in valuation from the Series A Pre-IPO Investment to Series B Pre-IPO
Investment was mainly due to (i) the general increase of market size of the robot market and cobot market in China
and the increasing market and industry recognition of robotic technology, and (ii) the successful commercialization
of the products of the Company, contributing to the doubling of the Company’s revenue from 2020 to 2021. The
principal reasons for the increase in valuation from the Series B Pre-IPO Investment to Series B+ Pre-IPO Investment
was mainly due to the participation of prominent investors. Zhongshen Xinchuang, one of our Pathfinder SIIs,
invested in our Company in the Series B Pre-IPO Investment, which demonstrated investors’ confidence and also
attracted further investments.
(9) Calculated by dividing the total consideration for such equity transfer by the percentage of the Company’s issued
share capital transferred at the relevant time, the pre-money and post-money valuation of the Company is
RMB2,200.0 million. To the best knowledge of the Company, the consideration for such equity transfer between
shareholders was determined after arm’s lengths negotiations taking into consideration their investment cost, the
Company’s then valuation, business and prospects, timing of the transaction and their own capital needs. Our
Company was not involved in such negotiation between Shareholders.
(10) Calculated by dividing the total consideration for such equity transfer by the percentage of the Company’s issued
share capital transferred at the relevant time, the pre-money and post-money valuation of the Company is
RMB2,966.2 million. To the best knowledge of the Company, the consideration for such equity transfer between
shareholders was determined after arm’s lengths negotiations taking into consideration their investment cost, the
Company’s then valuation, business and prospects, timing of the transaction and their own capital needs. Our
Company was not involved in such negotiation between Shareholders.
(11) Shenzhen Tianle refers to Shenzhen Tianle Investment Consulting Partnership (Limited Partnership) ( ଉέ૴ᆀҳ༟
ᚥਪΥྫΆุ(Υྫ)), who was our Series A Pre-IPO Investor. Mr. Liang Jianhong is the general partner of
Shenzhen Tianle holding approximately 33.33% partnership interests therein, with the remaining partnership held by
his close associates. On May 26, 2025, Shenzhen Tianle entered into a share transfer agreement with Mr. Liang
Jianhong, pursuant to which, Shenzhen Tianle transferred all his equity interests in the Company to Mr. Liang
Jianhong. Following the completion of such transfer, Shenzhen Tianle ceased to be a Shareholder.
At the time of the Pre-IPO Investments, our Directors were of the view that our Company
would benefit from the additional capital provided by the Pre-IPO Investors’ investments in our
Company, and that the Pre-IPO Investors’ investments in our Company demonstrated their
confidence in our Group’s operations and served as an endorsement of our Group’s performance,
strengths and prospects.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 6–


--- page 127 ---
Use of Proceeds from the Pre-IPO Investments
As of the Latest Practicable Date, all of the net proceeds from the Pre-IPO Investments had
been utilized for our general operation and business development.
Special Rights of Our Pre-IPO Investors
In connection with the Pre-IPO investments, our Pre-IPO Investors were previously granted
certain special rights information rights, no more favourable terms and tag-along rights, redemption
right, and liquidation right etc (the “ Special Rights ”). In anticipation of the Global Offering,
pursuant to a shareholder special rights termination agreement dated April 30, 2025 (the
“Termination Agreement ”), all such special rights have been terminated prior to the date of our
first submission of the Listing application to the Stock Exchange and have never been exercised.
In particular, the redemption rights granted by the Company to the Pre-IPO Investors were
permanently and irrevocably terminated and shall be void ab initio pursuant to the Termination
Agreement. Special rights such as information rights, no more favourable terms and tag-along rights
and redemption rights granted by the Controlling Shareholders etc. shall resume to be exercisable
upon the occurrence of (i) the Listing not being approved by relevant regulatory authorities; (ii) the
rejection, return or withdraw of the Listing application; or (iii) 18 months following the submission
of the Listing application. During the Track Record Period, no Pre-IPO Investors have exercised
their redemption rights. For details, please refer to notes 31 and 38 of the Accountants’ Report.
As confirmed by the Company, save as disclosed above, (i) there are no other side
arrangements between the Company and the Pre-IPO Investors or between the Company and the
Controlling Shareholders regarding the redemption rights granted to the Pre-IPO Investors; (ii) the
Company did not provide any guarantee on the redemption rights granted by the Controlling
Shareholders in case of default by the Controlling Shareholders. As confirmed by the Controlling
Shareholders, save as disclosed above, there are no other side agreements between the Controlling
Shareholders and the Pre-IPO Investors regarding the redemption rights granted to the Pre-IPO
Investors. Considering that the Company has no obligation to repurchase the Shares held by the
Pre-IPO Investors, no redemption liability was recorded during the Track Record Period. For
details, please refer to notes 31 and 38 of the Accountants’ Report.
Article 143 of the Civil Code of the People’s Republic of China (Պ)
stipulates that a civil legal act is valid if it is conducted by parties with the requisite capacity for
civil conduct, is based on genuine intent, and does not contravene mandatory provisions of laws,
administrative regulations, or public order and morals. The Special Rights have never been
exercised. Each party of the Termination Agreement has the corresponding civil capacity, their
intentions are genuine, and the signing of such agreements does not fall under other circumstances
stipulated in the Civil Code of the People’s Republic of China (Պ) that would
render civil legal acts invalid or revocable. Based on the above, the PRC Legal Advisors are of the
view that the Termination Agreement regarding the termination of the Special Rights does not
violate PRC mandatory provisions of laws and administrative regulations or go against public order
and good moral, and the Termination Agreement regarding the termination of redemption rights
previously granted by the Company to the Pre-IPO Investors to be retroactive to the date on which
the relevant investment agreements were respectively signed and no longer be legally binding and
effective on the relevant parties are legally binding.
Compliance with the Guide for New Listing Applicants
On the basis that (i) the considerations for the Pre-IPO Investments will be settled 120 clear
days before the Listing Date, and (ii) all the special rights granted to the Pre-IPO Investors have
been terminated, the Joint Sponsors confirm that the Pre-IPO investments are in compliance with
Chapter 4.2 of the Guide for New Listing Applicants. In particular, to understand whether the
redemption rights granted by the Company to the Pre-IPO Investors had been irrevocably
terminated and shall be void ab initio , the Joint Sponsors have, among others: (i) reviewed the
Termination Agreement; (ii) discussing with the PRC Legal Advisors and the Joint Sponsors’ PRC
legal advisors to understand the treatment of the redemption rights granted by the Company to the
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 7–


--- page 128 ---
Pre-IPO Investors under PRC laws; and (iii) discussed with the Reporting Accountant to understand
their audit procedures performed in this regard. Based on the due diligence work conducted, nothing
has come to the attention of the Joint Sponsors that would cause them to cast reasonable doubt on
the Company’s and the PRC Legal Advisors’ views above.
Information regarding Our Pre-IPO Investors
Set out below is a description of our Pre-IPO Investors. Among our Pre-IPO Investors, we
have three Sophisticated Independent Investors, all of which respectively held more than 3.0% of
the total issued Shares of the Company as of the Latest Practicable Date and throughout the
pre-application 12-month period.
Our Pathfinder SIIs
Han’ s Laser
Han’s Laser, our Series Angel Pre-IPO Investor, is a joint stock company listed on the
Shenzhen Stock Exchange (stock code: 002008) and one of the leading intelligent manufacturing
equipment and industrial automation solution providers. Han’s Laser operates in, among others, the
industrial robot system integration industry.
Han’s Laser is a pure investor in the Company and not a founder of the Company, and satisfies
the independence requirement under section D of Chapter 2.5 of the Guide. In particular, (i) as the
Series Angel Pre-IPO Investor, Han’s Laser undertook to our Founders before the establishment of
our Company to sell down its equity interests in the Company and support a management buyout
under certain conditions. Further, Han’s Laser undertook it would not be involved in the operation
(including R&D, manufacture and sales) of the Company. Following the completion of the MBO
and the Series A Pre-IPO Investments in May 2021, the equity interests held by Han’s Laser in our
Company reduced to 22.79% and Han’s Laser had realised an investment return through the MBO.
Save for the MBO related arrangements, there’s no other agreement, understanding, undertaking or
other arrangement with respect to the Company between Han’s Laser and the Mr. Wang/Mr. Zhang
that would affect the independence of Han’s Laser as Pathfinder SII under section D of Chapter 2.5
of the Guide. (ii) the transactions between Han’s Laser and the Group (a) are in the ordinary course
of business of the Company under normal commercial terms, (b) are commercially reasonable and
logical given the market positioning of both Han’s Laser and the Company; and (c) does not create
any material reliance issue between the Company and Han’s Laser. See “Connected Transactions.”
(iii) Han’s Laser has not been and will not be involved in the daily operations and management of
the Company, whether in its capacity as a Pre-IPO Investor or a customer/supplier of the Company.
As at January 1, 2022 (i.e. the beginning of the Track Record Period), Han’s Laser held
approximately 18.48% of the total issued share capital of the Company, and as of the Latest
Practicable Date, its shareholding percentage was diluted to approximately 16.77%. As advised by
Frost & Sullivan, Han’s Laser is a key participant in the downstream industrial robot system
integration industry in PRC in terms of revenue in 2024. The industrial robot system integration
industry is heavily fragmented with thousands of market players. In terms of revenue, Han’s Laser
was the second largest industrial robot system integration manufacturer in PRC market in 2024,
with a market share of 2.6%. In compliance with Rule 18C.05 of the Listing Rules, Han’s Laser held
approximately 16.77% and 17.47% of the total issued share capital of the Company, as of May 30,
2025 (being the date of the first submission of the Company’s first listing application) and May 30,
2024 (being the commencement date of the pre-application 12-month period), respectively.
Zhongshen Xinchuang
Zhongshen Xinchuang is a limited partnership established under the laws of the PRC and
operated under the brand of Y oushan Capital ( Ꮄʆ༟͉). Founded in 2020, Y oushan Capital
specializes in Specialist Technology investments and principally invests in technology industry
including high-end equipment manufacturing, new energy, AI, new material, semiconductor and
other technologies. The general partner of Zhongshen Xinchuang is Shenzhen Y ouyue Consulting
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 8–


--- page 129 ---
Partnership Enterprise (Limited Partnership) (ፔ༔ΥྫΆุ(Υྫ), the “ Shenzhen
Y ouyue”). None of the 18 limited partners of Zhongshen Xinchuang holds 30% or more partnership
interests therein and each of them is an Independent Third Party. The largest limited partner of
Zhongshen Xinchuang is Shenzhen FoF Investment Co., Ltd. (ʮ̡)
which is wholly owned by Finance Bureau of Shenzhen Municipality (҅). The general
partner of Shenzhen Y ouyue is Y oushan V enture Capital Fund Management (Shenzhen) Co., Ltd. ( Ꮄ
၍ଣ(ଉέ)ʮ̡)( “ Y oushan Fund Management ”), a limited liability
company controlled and owned as to 95% by Mr. Chen Yingjiu (ɘ), an Independent Third
Party, who assigned and has been working with a professional management team to manage and
operate Y oushan Fund Management, and is controlled and owned as to 5% by Dr. Fang Bin.
Y oushan Fund Management is the fund manager of Zhongshen Xinchuang. Pursuant to the
partnership agreement of Zhongshen Xinchuang, its investment committee (the “ Zhongshen
Xinchuang Investment Committee ”) is vested with power to approve external investment and
investment exit for Zhongshen Xinchuang. All resolutions passed by the Zhongshen Xinchuang
Investment Committee shall be approved by at least four members. The Zhongshen Xinchuang
Investment Committee consists of five members, all of which are ultimately nominated by Y oushan
Capital, and four of which are management team of Y oushan Capital, one is a representative of a
limited partner of Zhongshen Xinchuang. Therefore, the investment decisions of Zhongshen
Xinchuang are in actual control of Y oushan Capital.
In addition to Zhongshen Xinchuang, Y oushan Capital ( Ꮄʆ༟͉) also manages Y antai Y ouhai
Equity Investment Fund Partnership (Limited partnership) (ΥྫΆุ(ࠢ
Υྫ), the “ Y antai Investment ”) and Yiwu Industry Investment Equity Investment Partnership
(Limited partnership) (ᛆҳ༟ΥྫΆุ(Υྫ), the “ Yiwu Investment ”, together
with the Zhongshen Xinchuang and Y antai Investment, the “ Y oushan Managed Funds ”). The fund
manager of both Y antai Investment and Yiwu Investment is Y oushan Fund Management. Pursuant
to the partnership agreement of Y antai Investment, its investment committee (the “ Y antai
Investment Committee ”) is the sole investment decision-making body and is vested with the power
to approve investment and investment exit for Y antai Investment. The Y antai Investment Committee
consists of three members, all of which are management team of Y oushan Capital. All resolutions
passed by the Y antai Investment Committee shall be approved by at least half of its members.
Therefore, the investment decision of Y antai Investment is in actual control of Y oushan Capital.
According to the partnership agreement of Yiwu Investment, its investment committee (the “ Yiwu
Investment Committee ”) is empowered to make all investment and investment exit decisions for
Yiwu Investment. The Yiwu Investment Committee consists of five members, three out of which are
nominated by Y oushan Capital, the remaining two members are nominated by a limited partner of
Yiwu Investment. All investment and investment exit decisions shall be approved by at least four
members of the Yiwu Investment Committee. It is Y oushan Capital that is in substance seeking,
conducting due diligence investigation over, and evaluating the potential investment targets, as well
as implementation of the investment project etc. There have been no proposed investment projects
presented by Y oushan Capital to the Yiwu Investment Committee ever been rejected by Yiwu
Investment Committee since the establishment of Yiwu Investment. As such, all investment
decisions and projects since the establishment of Yiwu Investment up to date of this Prospectus
were ultimately carried out by and in the actual control of Y oushan Capital. Upon reviewing of the
relevant partnership agreements of Y oushan Managed Funds and discussions with Y oushan Fund
Management, nothing has come to the attention of the Joint Sponsors to cast doubt on the
Company’s conclusion that Y oushan Fund Management has been de facto responsible for making
all the investment decisions of the Y oushan Managed Funds since their respective establishment.
As of the Latest Practicable Date, Zhongshen Xinchuang held approximately 7.36% of the
total issued share capital of our Company. The assets under management (“ AUM”) of Y oushan Fund
Management stemming from the investments made by Y oushan Managed Funds was approximately
HKD1.87 billion as of March 31, 2021 (being a date not more than six months prior to the date on
which Zhongshen Xinchuang signed the relevant definitive agreement for its investment in our
Company), and approximately HKD5.15 billion as of December 31, 2024 which are derived
primarily from the valuation of their investments in Specialist Technology Companies in the sectors
of next-generation information technology, advanced hardware and software, advanced materials
and new energy and environmental protection. The swift growth of the AUM of Y oushan Fund
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 9–


--- page 130 ---
Management is mainly driven by the expertise of its professional management team who are
experienced in investments with in-depth understanding of the industries. Leveraging on the
investment capabilities of Y oushan Fund Management, Y oushan Managed Funds have successfully
invested in a number of high-potential companies at early growth phases, achieving significant
valuation multiples, and invested in a number of companies with great potential, the business,
revenue and profitability of which have achieved solid expansion/increase. As of December 31,
2024, under the operation and management of Y oushan Fund Management, Y oushan Managed
Funds have made 50 investments. In compliance with Rule 18C.05 of the Listing Rules, Zhongshen
Xinchuang held approximately 7.36% and 7.66% of the total issued share capital of our Company,
as of May 30, 2025 (being the date of the first submission of the Company’s listing application) and
May 30, 2024 (being the commencement date of the pre-application 12-month period), respectively.
China Merchants Investors
Zhucheng Zhaoying and Foshan Zhaoke are limited partnerships established under the laws of
the PRC and managed by their respective general partners, Shenzhen China Merchants Yingkui
Equity Investment Fund Management Co., Ltd. (ʮ̡) and
Shenzhen Merchants Zhaoke Capital Management Co., Ltd. (ப΂ʮ
̡), which are indirect wholly-owned subsidiaries of China Merchants Capital Investment Co., Ltd.
(ப΂ʮ̡)( “ China Merchants Capital ”). China Merchants Capital is a joint
venture held by China Merchants Financial Holdings Co., Ltd. (ʮ̡) and GLP
Capital Investment 5 (HK) Limited as to 50% and 50%, respectively. China Merchants Financial
Holdings Co., Ltd. is an indirect wholly-owned subsidiary of China Merchants Group Limited (ם
ʮ̡), which is in turn wholly owned by the State Council. GLP Capital Investment
5 (HK) Limited is ultimately controlled by GLP Pte. Ltd. (౶ණྠ), an Independent Third Party,
which is a leading global industrial services and investment company with a focus on logistics,
digital infrastructure and renewable energy. China Merchants Capital focuses on investing in areas
including life sciences, digital technology and artificial intelligence, and green technology. The
largest limited partner of Zhucheng Zhaoying holding approximately 49.59% partnership interests
therein is Zhucheng Zhengshuo Equity Investment Partnership (Limited Partnership) (̹͍၂
ᛆҳ༟ΥྫΆุ(Υྫ)) whose general partner is Shandong Longjia Equity Investment Fund
Management Co., Ltd. (ʮ̡), a company ultimately wholly owned
by Zhucheng State Assets Supervision and Administration Bureau (̹਷Ϟ༟ପ္ຖ၍ଣ҅).
The largest limited partner of Foshan Zhaoke holding 34.29% partnership interests therein is
Shenzhen Inovance Technology Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (Stock Code: 300124). None of the other limited partners of Zhucheng
Zhaoying and Foshan Zhaoke, all of which are Independent Third Parties, holds 30% or more
partnership interests therein, respectively.
As of the Latest Practicable Date, Zhucheng Zhaoying and Foshan Zhaoke (the “ China
Merchants Investors ”) held, in aggregate, approximately 4.91% of the total issued share capital of
our Company. The AUM of China Merchants Capital was approximately RMB280.0 billion as of
December 31, 2020 (being a date not more than six months prior to the date on which China
Merchants Investors signed the relevant definitive agreement for their investment in our Company),
and exceeded RMB300.0 billion as of December 31, 2024, respectively. As each of China
Merchants Investors is ultimately managed by China Merchants Capital whose AUM meets the
threshold set out in paragraph 21(i) under Chapter 2.5 of the Guide for New Listing Applicants, the
different shareholding entities are purely different funds managed by the same entity and should be
aggregated as one Pathfinder SII pursuant to Chapter 2.5 of the Guide for New Listing Applicants
and China Merchants Investors qualify as Sophisticated Independent Investors. In compliance with
Rule 18C.05 of the Listing Rules, China Merchants Investors held approximately 4.91% and 5.11%
of the total issued share capital of our Company, as of May 30, 2025 (being the date of the first
submission of the Company’s listing application) and May 30, 2024 (being the commencement date
of the pre-application 12-month period), respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 120 –


--- page 131 ---
Our Pathfinder SIIs, in aggregate, held approximately 29.03% and 30.24% of the total issued
share capital of the Company, as of May 30, 2025 (being the date of the first submission of the
Company’s first listing application) and May 30, 2024 (being the commencement date of the
pre-application 12-month period), respectively.
Our Other Pre-IPO Investors
CAS Investors
Guoke Ruihua and Baoshi Xinqiao are limited partnerships established under the laws of the
PRC and managed by their general partner, CAS Investment Management Co., Ltd. (Ҧପุ
ʮ̡)( “ CAS Investment ”). CAS Investment is owned by Beijing CAS Caijun
Consulting Co., Ltd. (ʮ̡), Chinese Academy of Sciences Holdings Co.,
Ltd. (ʮ̡) as to 32.52% and 30.01%, respectively. None of the other five
shareholders of CAS Investment holds more than 15% equity interests in CAS Investment. Beijing
CAS Caijun Consulting Co., Ltd. is owned by 12 individual investors who are Independent Third
Parties, each holding less than 30% of the equity interests therein. Chinese Academy of Sciences
Holdings Co., Ltd. is wholly owned by Chinese Academy of Sciences (ኪ৫).
Guoke Ruihua has 11 limited partners, including (i) Dajia Life Insurance Co., Ltd. (ɛྪ
ʮ̡) (ultimately majority-owned by the Ministry of Finance of the PRC) which holds
approximately 22.22% partnership interests therein, (ii) Beijing CAS Borun Information Industry
Center (Limited Partnership) (ପุʕː(Υྫ)) (“ CAS Borun ”) (a limited
partnership managed by CAS Ruihua (Shenzhen) Technology Co., Ltd. (๿ശ(ଉέ)ʮ
̡) as its general partner), which holds approximately 10.22% partnership interests therein, and (iii)
Beijing Economic-Technological Development Area Government Investment Guidance Fund
(Limited Partnership) (ږ(Υྫ) (a limited partnership
managed by Beijing Yizhuang International Industrial Investment Management Co., Ltd. ( ̏ԯ͵୿
ʮ̡) as its general partner) which holds 13.33% partnership interests
therein. None of the other limited partners of Guoke Ruihua, all of which are Independent Third
Parties, holds more than 20% of the partnership interests therein.
Baoshi Xinqiao has 11 limited partners, including (i) CAS Borun, which holds 24.89%
partnership interests therein, (ii) Shenzhen Bao’an District Industrial Investment Guidance Fund
Co., Ltd. (ʮ̡), which holds 16.67% partnership interest
therein, (iii) China Cultural Industry Investment Fund Phase II (Limited Partnership) ( ʕ਷˖ʷପ
ɚಂ(Υྫ)), which holds 15.56% partnership interest therein, and (iv) Taibao
Changhang Equity Investment Fund (Wuhan) Partnership (Limited Partnership) (ᛆҳ༟
ږ(ဏ)ΥྫΆุ(Υྫ)) (a limited partnership managed by Taibao Private Equity Fund
Management Co., Ltd. (ʮ̡) as its general partner), which holds 13.33%
partnership interests therein. None of the other limited partners of Baoshi Xinqiao, all of which are
Independent Third Parties, holds more than 10% of the partnership interests therein.
Mr . Liang Jianhong (
҃)
Mr. Liang Jianhong, an Independent Third Party, is an individual Pre-IPO Investor who from
time to time participates in various investment opportunities with a primary focus in China.
Fujian Min’an
Fujian Min’an is a limited partnership established under the laws of the PRC and managed by
its general partner, Mr. Liu Anmin ( ᄎτ͏), the general manager of an asset management firm and
an Independent Third Party. Except for Mr. Wang Jiening ( ӓ௫ྐྵ), an Independent Third Party, who
is a limited partner of Fujian Min’an holding 33.33% partnership interest therein, none of the other
limited partners of Fujian Min’an holds 30% or more partnership interest in Fujian Min’an and each
of them is an Independent Third Party. Mr. Wang Jiening is an individual investor from time to time
participates in equity investment in PRC.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 121 –


--- page 132 ---
Suzhou Tengxin
Suzhou Tengxin is a limited partnership established under the laws of the PRC and managed
by its general partner, Shenzhen Qianhai Sihai New Material Investment Fund Management Co.,
Ltd. (ʮ̡), a limited liability company controlled and
owned as to 70% by Shenzhen Tengsong V enture Capital Co., Ltd. (ʮ̡).
The largest shareholder of Shenzhen Tengsong V enture Capital Co., Ltd. holding 47.49% share
equity therein is Shenzhen Ruisi Huizhi Technology Co., Ltd. (ʮ̡), a
limited liability company owned as to 95% by Shenzhen Ruisi Enterprise Investment Co., Ltd. ( ଉ
ʮ̡), which is in turn owned as to 80% by Ms Y e Sisi (ܠܠan
Independent Third Party. None of the limited partners of Suzhou Tengxin holds 30% or more
partnership interest in Suzhou Tengxin and each of them is an Independent Third Party.
Yantai Xinzhen
Y antai Xinzhen is a limited partnership established under the laws of the PRC and managed
by its general partner, Ningbo Kunlun Xinyuan Equity Investment Management Partnership
(Limited Partnership) (ᛆҳ༟၍ଣΥྫΆุ(Υྫ)), whose general partner is
Kunlun Trust Co., Ltd. (ப΂ʮ̡). Kunlun Trust Co., Ltd. is a limited liability
company controlled and owned as to 87.18% by CNPC Assets Management Co., Ltd. (༟ପ၍
ʮ̡), which is ultimately wholly owned by CNPC Capital Company Limited (ණ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 000617).
Kunlun Trust Co., Ltd. is also a limited partner of Y antai Xinzhen holding 71.11% partnership
interest therein. Except for Kunlun Trust Co., Ltd., none of the other limited partners of Y antai
Xinzhen holds 30% or more partnership interest in Y antai Xinzhen and each of them is an
Independent Third Party.
SIHC Investors
Zhongxiaodan is a limited liability company incorporated under the laws of the PRC and
wholly owned by Shenzhen Guarantee Group Co., Ltd. (ʮ̡), which is in turn
owned as to 51% by Shenzhen Investment Holdings Co., Ltd. (ʮ̡)
(“SIHC ”). None of the other two shareholders of Shenzhen Guarantee Group Co., Ltd. holds more
than one 30% equity interests therein.
Shenzhen Talent is a limited partnership established under the laws of the PRC and managed
by its general partner Shenzhen Zhongxiaodan Talent Equity Investment Fund Management Co.,
Ltd. (ʮ̡), which is owned as to 49% by Shenzhen
Guarantee Group Co., Ltd. as its largest shareholder. None of the other 14 shareholders of Shenzhen
Zhongxiaodan Talent Equity Investment Fund Management Co., Ltd. holds more than 10% equity
interests therein. Shenzhen Talent has ten limited partners, including (i) Shenzhen Guiding Fund
Investment Co., Ltd. (ʮ̡) (wholly-owned by the Shenzhen Municipality
Finance Bureau (҅)), which holds 30% partnership interests therein, and (ii) Shenzhen
Guarantee Group Co., Ltd (ʮ̡) (which is owned as to approximately 51.86%
by Shenzhen Investment Holdings Co., Ltd. (ʮ̡), a company wholly owned
by the State-owned Assets Supervision and Administration Commission of Shenzhen Municipal
People’s Government (ึ)), which holds 17.48%
partnership interests therein. None of the other limited partners of Shenzhen Talent, all of which are
Independent Third Parties, holds more than 10% of the partnership interests therein.
Toposcend is a limited partnership established under the laws of the PRC and managed by its
general partner, Shenzhen Toposcend Capital Co., Ltd. (ʮ̡), which is
controlled and owned as to 64.38% by SIHC. None of the other three shareholders of Shenzhen
Toposcend Capital Co., Ltd. holds more than 15% equity interests therein. Toposcend has four
limited partners, including (i) Shenzhen Investment Bay Area Equity Investment Fund Partnership
(Limited Partnership) (ΥྫΆุ(Υྫ)) (the general partner of
which is ultimately wholly owned by the State-owned Assets Supervision and Administration
Commission of Shenzhen Municipal People’s Government), which holds 51.02% of the partnership
interests therein, and (ii) Shenzhen Guiding Fund Investment Co., Ltd., which holds 25.51%
partnership interests therein. None of the other limited partners of Toposcend, all of which are
Independent Third Parties, holds more than 20% of the partnership interests therein.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 122 –


--- page 133 ---
SIHC is wholly owned by the State-owned Assets Supervision and Administration
Commission of Shenzhen Municipal People’s Government. As of the Latest Practicable Date,
Zhongxiaodan, Shenzhen Talent and Toposcend held, in aggregate, 3.20% of the total issued share
capital of the Company.
Foshan Pengxia
Foshan Pengxia is a limited partnership established under the laws of PRC and managed by
its general partner, Mr. Tan Fugen (࣬an Independent Third Party. None of the limited
partners of Foshan Pengxia holds 30% or more partnership interest in Foshan Pengxia and each of
them is an Independent Third Party. Mr. Tan Fugen is an entrepreneur who also from time to time
participates in equity investment in PRC.
Yuecai Investors
Guangdong Y uecai and Chuangying Jianke are limited partnerships established under the laws
of PRC and managed by their respective general partners, Guangdong Finance Fund Management
Co., Ltd. (ʮ̡) and Guangdong Y uecai V enture Capital Co., Ltd. (ຽৌ
ʮ̡), which are wholly owned by Guangdong Y uecai Investment Holdings Co., Ltd.
(ʮ̡)( “ Yuecai Investment Holdings ”). Y uecai Investment Holdings is
owned by the People’s Government of Guangdong Province (ִ݁and the Department
of Finance of Guangdong Province (ᝂ) as to 94.60% and 5.40%, respectively. Y uecai
Investment Holdings is also the only limited partner of Guangdong Y uecai holding 98.04%
partnership interest therein. None of the limited partners of Chuangying Jianke holds 30% or more
partnership interest in Chuangying Jianke and each of them is an Independent Third Party. As of the
Latest Practicable Date, Guangdong Y uecai and Chuangying Jianke held, in aggregate, 1.05% of the
total issued share capital of the Company.
Shenzhen Qielou
Shenzhen Qielou is a limited partnership established under the laws of the PRC and managed
by its general partner, Ms. Ding Yi ( ɕɓ), an Independent Third Party. Except for Mr. Jiang Renfei
(࠭an Independent Third Party who is a limited partner of Shenzhen Qielou holding 58.13%
partnership interest therein, none of the other limited partners of Shenzhen Qielou holds 30% or
more partnership interest therein and each of them is an Independent Third Party. Ms. Ding Yi and
Mr. Jiang Renfei are individual investors who from time to time participate in equity investment in
PRC.
Investors controlled by Mr . Tan Zhaolin
Shanghai Huaqi is a limited partnership established under the laws of the PRC and managed
by their general partner, Mr. Tan Zhaolin (؍an Independent Third Party. None of the limited
partners of Shanghai Huaqi holds 30% or more partnership interest therein and each of them is an
Independent Third Party. Shenzhen Qunte is a limited liability company incorporated under the laws
of the PRC and owned by Mr. Tan Zhaolin as to 80%. Mr. Tan Zhaolin is an individual investor who
from time to time participates in equity investment. As of the Latest Practicable Date, Shanghai
Huaqi and Shenzhen Qunte held, in aggregate, 2.03% of the total issued share capital of the
Company.
Wuxi Xindongneng
Wuxi Xindongneng is a limited partnership established under the laws of the PRC and is
managed by its general partner, Wuxi Xintou Jinshi V enture Capital Management Co., Ltd. ( ೌ፼
ʮ̡), a wholly-owned subsidiary of Wuxi National Hi-Tech District
V enture Capital Holding Group Co., Ltd. (ʮ̡), which is
ultimately wholly owned by the People’s Government of Wuxi City Xinwu District ( ೌᒨ̹อюਜ
ִ݁Wuxi National Hi-Tech District V enture Capital Holding Group Co., Ltd. is also a
limited partner of Wuxi Xindongneng holding 74.38% partnership interest therein. Save for Wuxi
National Hi-Tech District V enture Capital Holding Group Co., Ltd., none of the other limited
partners of Wuxi Xindongneng holds 30% or more partnership interest therein and each of them is
an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 123 –


--- page 134 ---
Founder Securities
Founder Securities is a limited liability company incorporated under the laws of the PRC and
wholly owned by Founder Securities Co., Ltd. (ʮ̡), which is a securities
company listed on the Shanghai Stock Exchange (stock code: 601901).
Shenzhen Shuohang
Shenzhen Shuohang is a limited partnership established under the laws of the PRC and
managed by its general partner, Ms. Sun Wanping (୷റ), an individual investor and Independent
Third Party. None of the limited partners of Shenzhen Shuohang holds 30% or more partnership
interest in Shenzhen Shuohang and each of them is an Independent Third Party.
Ms. Liu Hong (
ᄎ҃)
Ms. Liu Hong, an Independent Third Party, is an individual Pre-IPO Investor who from time
to time participates in various investment opportunities with a primary focus in China.
CAS Zhengdao
CAS Zhengdao is a limited partnership established under the laws of the PRC and managed
by its general partner, Ms. Wangwei ( ˮ⒜), an Independent Third Party. CAS Zhengdao has 38
individual limited partners, none of whom holds 30% or more partnership interest in CAS
Zhengdao.
Meaningful Investment from Sophisticated Independent Investors
We have received investments from three Pathfinder SIIs, namely Han’s Laser, Zhongshen
Xinchuang and China Merchants Investors, each having invested in the Group for at least 12 months
prior to the first submission of our listing application to the Stock Exchange for the purpose of the
Global Offering. In accordance with Chapter 2.5 of the Guide, each of Han’s Laser, Zhongshen
Xinchuang and China Merchants Investors held more than 3%, and in aggregate more than 10%, of
the issued share capital of our Company as of the date of our listing application and throughout the
pre-application 12-months period. For details of the shareholding percentage in our Company’s
share capital of each of the Sophisticated Independent Investors, see “— Capitalization of our
Company.”
As of the Latest Practicable Date, our Sophisticated Independent Investors held, in aggregate,
approximately 29.03% in the total issued share capital of our Company. Upon the Listing, such
Sophisticated Independent Investors will hold, in aggregate, no less than 20% in the total issued
share capital of our Company, assuming that our expected market capitalization at the time of
Listing will be more than HK$4 billion but less than HK$15 billion.
PRC LEGAL ADVISOR’S CONFIRMATION
As advised by our PRC Legal Advisor, the abovementioned equity transfers involving our
Shares, increase in share capital and conversion from a limited liability company to a joint stock
company with limited liability have been properly and legally completed in all material respects and
all requisite regulatory approvals have been obtained in accordance with the applicable PRC laws
and regulations in all material respects.
LOCK-UP PERIOD
Pursuant to the applicable PRC law, the Shares held by our existing Shareholders (including
our Pre-IPO Investors) are subject to a lock-up period of 12 months after the Listing Date.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 124 –


--- page 135 ---
In addition, the following Shares will be subject to disposal restrictions pursuant to Rule
18C.14 of the Listing Rules at the time of the Listing:
Name Capacity
Aggregate number of
Shares held immediately
following the completion
of the Global Offering (1)
Aggregate ownership
percentage of
shareholding in the total
issued share capital of
our Company following
the completion of the
Global Offering (1) Lock-up period
Key persons and their close associates
Mr. Wang /H1118/H1118/H1118/H1118/H1118/H1118Founder, executive
Director, chairperson of
the Board, general
manager and core R&D
member
14,218,750 2.68%
Commencing on the
date of this
Prospectus and
ending on expiry of
12 months from the
Listing Date
(10)
Mr. Zhang /H1118/H1118/H1118/H1118/H1118Founder, executive
Director, chief
technology officer and
core R&D member
2,031,250 0.38%
Zhirentuan
(1) /H1118/H1118/H1118/H1118
Entity ultimately
controlled and managed
by Mr. Wang
113,107,850 21.28%
Zhirenxing
(2)(5) /H1118/H1118/H1118 18,950,440 3.57%
Xianzhikong (3) /H1118/H1118/H1118 7,774,540 1.46%
Zhirenying (4) /H1118/H1118/H1118/H1118 3,659,970 0.69%
Zhirenxue (2)(6) /H1118/H1118/H1118 8,617,800 1.62%
Zhirenju (2)(7) /H1118/H1118/H1118/H1118 2,500,000 0.47%
Zhirenle (2)(8) /H1118/H1118/H1118/H1118 5,000,000 0.94%
Zhirenyun (2)(9) /H1118/H1118/H1118 1,910,000 0.36%
Notes:
(1) As co-founders, Mr. Wang and Mr. Zhang decided to hold majority of their interest in the Company via a
partnership (i.e. Zhirentuan) with both of them involved as partners, to enable the consolidation and
stabilization of the founders’ voting rights, thereby enhancing corporate governance alignment. Mr. Wang and
Mr. Zhang, as limited partners, hold approximately 81.14% and 11.73% partnership interests therein,
respectively.
(2) In light of the requirement on number of partners of a partnership under PRC laws and regulations, each of
Zhirenxing, Zhirenle, Zhirenju, Zhirenxue, and Zhirenyun was established as an Employee Incentive Platform
with Zhirentuan Tech (which is controlled by Mr. Wang) as the general partner. In addition, Mr. Wang and Mr.
Zhang, as Directors and core R&D members, who have led and contributed to the development of the Company
were granted batches of incentives in Employee Incentive Platforms. See “Appendix IV — Statutory and
General Information — 5. Employee Incentive Schemes.”
(3) For purpose of further consolidating control over the Company by Mr. Wang, thereby further enhancing the
decision-making efficiency at the general meetings of the Company and ensure the effective implementation
of the strategy of the Group, Wang Xianli and Mr. Wang agreed for Zhirentuan Tech to act as the general
partner of Xianzhikong. Mr. Wang and Mr. Wang Xianli, as limited partners, hold approximately 0.78% and
76.91% partnership interests therein, respectively.
(4) Zhirenying was established as an employee shareholding platform to provide employees opportunities to invest
in the Company, with Zhirentuan Tech as the general partner for further control consolidating by Mr. Wang.
Du Weimin (one of our core R&D members), as a limited partner, holds approximately 1.07% partnership
interests therein.
(5) Among the limited partners, Zhang Yingtao (an executive Director), Hao Y u (one of our core R&D members),
Gao Y uebo (one of our core R&D members), Zhang Peng (one of our core R&D members), Wang Xianli (our
connected person), Zhao Yi (our connected person) hold approximately 19.77%, 3.6%, 3.28%, 2.44%, 12.59%
and 12.53% partnership interests therein, respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 125 –


--- page 136 ---
(6) Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
Director, the chairperson of the Board and the general manager of the Company), Zhang Yingtao (an executive
Director), Hao Y u (one of our core R&D members), Gao Y uebo (one of our core R&D members), Zhang Peng
(one of our core R&D members), Zhao Yi (our connected person) hold approximately 1.54%, 10.44%, 2.90%,
3.48%, 3.83%, and 4.64% partnership interests therein, respectively.
(7) Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
Director, the chairperson of the Board and the general manager of the Company) holds approximately 19.00%
partnership interests therein.
(8) Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
Director, the chairperson of the Board and the general manager of the Company), Mr. Zhang (one of the
Founders and Controlling Shareholders, an executive Director and the chief technology officer of the
Company), Du Weimin (one of our core R&D members) hold approximately 4.20%, 10.00% and 5.00%
partnership interests therein, respectively.
(9) Among the limited partners, Mr. Wang (one of the Founders and Controlling Shareholders, an executive
Director, the chairperson of the Board and the general manager of the Company) holds approximately 42.30%
partnership interests therein.
(10) Each of such core R&D members of the Company and/or Directors has undertaken that the partnership interests
held by him/her in these partnerships are subject to a lock-up period of 12 months after the Listing Date (the
“Partnership Lock-up Period ”) pursuant to Rule 18C.14 of the Listing Rules. According to partnership
agreements of these partnerships, transfer/disposal of partnership interests therein by the partners shall be
subject to approval by the respective general partner of such partnerships (i.e. Zhirentuan Tech). Zhirentuan
Tech has confirmed that it will not approve any transfer/disposal of such partnership interests by the core R&D
members of the Company and/or Directors during the Partnership Lock-up Period.
Name Capacity
Aggregate number of
Shares held immediately
following the completion
of the Global Offering (1)
Aggregate ownership
percentage of
shareholding in the total
issued share capital of
our Company following
the completion of the
Global Offering (1) Lock-up period
Pathfinder SIIs
Han’s Laser /H1118/H1118/H1118/H1118/H1118Pathfinder SII 75,586,735 14.22% Commencing on the
date of this
Prospectus and
ending on expiry of
six months from the
Listing Date
Zhongshen
Xinchuang /H1118/H1118/H1118/H1118/H1118
Pathfinder SII 33,163,265 6.24%
China Merchants
Investors /H1118/H1118/H1118/H1118/H1118
Pathfinder SII 22,108,840 4.16%
Note:
(1) Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 126 –


--- page 137 ---
PUBLIC FLOAT
Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised, based on the Offer Price of HK$17.00 per
Offer Share, our expected market capitalization upon the Listing is HK$9,035 million, and the
minimum prescribed public float percentage applicable to our Shares is 16.60%.
Upon completion of the Global Offering (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised) and the Conversion of Unlisted Shares into H Shares, an
aggregate of 235,329,535 H Shares and 18,027,800 Unlisted Shares held by (i) Mr. Wang, Mr.
Zhang, Zhirentuan, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and
Zhirenyun, our Controlling Shareholders, and (ii) Han’s Laser, our substantial shareholder, will not
be counted towards the public float.
Except as stated above, all the 197,337,645 H Shares held by other Shareholders and the
80,785,000 H Shares to be issued under the Global Offering (assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised) will be counted towards the public float
for the purpose of Rule 8.08 of the Listing Rules, representing 52.33% of total issued Shares.
FREE FLOAT
Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with
no other listed shares at the time of Listing, this will normally mean that the portion of H shares
for which listing is sought that are held by the public and not subject to any disposal restrictions
(whether under contract, the Listing Rules, applicable laws or otherwise), at the time of listing,
must: (a) represent at least 10% of the total number of issued shares in the class to which H shares
belong at the time of listing (excluding treasury shares), with an expected market value at the time
of listing of not less than HK$50,000,000; or (b) have an expected market value at the time of listing
of not less than HK$600,000,000.
It is expected that immediately following completion of the Listing, a market capitalization of
approximately HK$603.8 million of the H Shares listed on the Stock Exchange are not subject to
such disposal restrictions at the time of the Listing (based on the Offer Price of HK$17.0 per Offer
Share, and assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised). Accordingly, our Company will be able to satisfy the requirements under Rule 19A.13C
of the Listing Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 127 –


--- page 138 ---
CORPORATE STRUCTURE
Corporate structure immediately before completion of the Global Offering
The following chart sets forth our shareholding structure as of the Latest Practicable Date and immediately before completion of the Global Offering :
Zhirentuan(1) Xianzhikong(1)
Employee
Incentive
Platforms(1)
Zhirenying(1) Han’s Laser
China
Merchants
Investors
Yantai
Xinzhen
Suzhou
TengxinCAS Investors Mr. Liang
Jianhong Fujian Min’an Foshan
Pengxia
Shenzhen
Qielou
Other Pre-IPO
Investors(3)
Mr. Wang(1)(2)
Mr. Zhang(1)(2) Zhongshen
Xinchuang
Controlling Shareholders
Shanghai
Huaqi and
Shenzhen
Qunte
3.15% 25.10% 1.73% 0.81% 8.20% 0.45% 16.77% 7.36% 4.91% 4.32% 4.17% 4.14% 2.59% 2.45%
SIHC
Investors
3.20% 2.31% 2.03% 4.22%
Our Company
100%
Huayan Robotics Technology
(PRC)
Huayan Robotics (Jiangsu)
Co., Ltd. (㨟⋯₏ಘӪ
(⊏㰷)ਨ)
(PRC)
Jiutian Power Technology
(PRC)
Huayan Robotics (Foshan)
Co., Ltd. (㨟⋯₏ಘӪ
(֋ኡ)ਨ)
(PRC)
Huayan Robotics (Tianjin)
Co., Ltd. (㨟⋯₏ಘӪ
(ཙ⍕)ਨ)
(PRC)
Huayan Robotics (HK) Limited
(Hong Kong)
Huayan Robotics America Inc.
(U.S.)
100%100%100%100% 100%
Huayan (Guangzhou) Robotics
Co., Ltd. (㨟⋯
ᔓᐎ

ਨ)
(PRC)
100% 100%
2.09%
Notes:
(1) Each of Zhirentuan, Xianzhikong, Zhirenying and the Employee Incentive Platforms (being Zhirenxing, Zhirenxue, Zhirenle, Zhirenju and Zhiren yun) are controlled and managed by its
general partner, Zhirentuan Tech. Zhirentuan Tech is controlled and owned as to 99% by Mr. Wang. For details of the Employee Incentive Platforms, see “ — Employee Incentive Schemes”
and “Appendix IV — Statutory and General Information — 5. Employee Incentive Schemes.”
(2) Pursuant to the Acting in Concert Agreement, Mr. Wang and Mr. Zhang confirmed that they and entities controlled by them had been acting in concert si nce he/it became a Director or
Shareholder and will continue to act in concert to align their votes at the Board meetings and the general meetings of the Company (as the case may be). Se e “— Acting in Concert
Agreement” and “Relationship with Our Controlling Shareholders.”
(3) Refers to 7 Pre-IPO Investors, including Wuxi Xindongneng, Guangdong Y uecai, Founder Securities, Shenzhen Shuohang, Ms. Liu Hong, CAS Zhengdao and Chuangying Jianke. See “—
Capitalization of our Company” and “— Pre-IPO Investments” for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 128 –


--- page 139 ---
Corporate structure immediately following completion of the Global Offering
The following chart sets forth our corporate structure immediately after the completion of the Global Offering and the Conversion of Unlisted Shares
into H Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised):
Zhirentuan(1) Xianzhikong(1)
Employee
Incentive
Platforms(1)
Zhirenying(1) Han’s Laser
China
Merchants
Investors
Suzhou
Tengxin
SIHC
InvestorsCAS Investors Mr. Liang
Jianhong Fujian Min’an Foshan
Pengxia
Shenzhen
Qielou
Shanghai
Huaqi and
Shenzhen
Qunte
Other Public
Shareholders
Mr. Wang(1)(2)
Mr. Zhang(1)(2) Zhongshen
Xinchuang
Yantai
Xinzhen
Controlling Shareholders
Other Pre-IPO
Investors(3)
2.68% 21.28% 1.46% 0.69% 6.96% 0.38% 14.22% 6.24% 4.16% 3.66% 3.54% 3.51% 2.71% 2.19% 2.08% 1.96% 1.78% 1.72% 3.58% 15.20%
Our Company
Huayan Robotics Technology
(PRC)
Huayan Robotics (Jiangsu)
Co., Ltd. (㨟⋯₏ಘӪ
(⊏㰷)ਨ)
(PRC)
Jiutian Power Technology
(PRC)
Huayan Robotics (Foshan)
Co., Ltd. (㨟⋯₏ಘӪ
(֋ኡ)ਨ)
(PRC)
Huayan Robotics (Tianjin)
Co., Ltd. (㨟⋯₏ಘӪ
(ཙ⍕)ਨ)
(PRC)
Huayan Robotics (HK) Limited
(Hong Kong)
Huayan Robotics America Inc.
(U.S.)
100% 100%100%100%100% 100% 100%
Huayan (Guangzhou) Robotics
Co., Ltd. (㨟⋯
ᔓᐎ

ਨ)
(PRC)
100%
Note:
(1) – (3) See notes in “— Corporate Structure — Corporate structure immediately before completion of the Global Offering.”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 129 –


--- page 140 ---
OVERVIEW
We are a collaborative robotics company engaged in the development, manufacturing and sale
of collaborative robots (“ cobots ”) and core motion components for industrial automation
applications.
Within the broader robotics industry, robots are generally classified into traditional industrial
robots, collaborative robots and service robots, with cobots forming a distinct category designed to
enable precision automation in environments that require close and safe human collaboration. By
revenue in 2024, the global cobot market reached RMB7.5 billion, accounting for approximately
1.7% of the overall global robot market of RMB431.6 billion, according to Frost & Sullivan.
Leveraging our capabilities spanning core motion components, cobot hardware and hardware-
native HRC Embodied Intelligence Control Platform, our cobots deliver high stability, precision and
motion control. Our product architecture further enables customers and system integrators to
conduct secondary development and tailor functionality to specific use cases. As a result, our cobots
are adopted across a broad range of industry sectors, including 3C electronics, automotive,
healthcare, metal processing and logistics. Within our product portfolio, the E Series cobots are
primarily deployed in high-precision applications such as micro-component assembly, precision
machining and medical testing, while the S Series cobots are designed for high-payload and
high-throughput industrial scenarios, including palletizing, machine tending, material handling and
logistics automation. During the Track Record Period, we primarily sold our robot hardware to
customers in Chinese Mainland, Europe, the Americas and other regions in Asia.
Furthermore, our full-stack capabilities, coupled with an integrated hardware-software
product design, further facilitate product integration with AI technologies. Our proprietary HRC
Embodied Intelligence Control Platform integrates the FlexMind training system and the scenario-
rich SkillBank process library, collectively underpinning an intelligent platform equipped with
embodied intelligent perception, decision-making vertical scenario-specific process algorithms and
cobot development.
Anchored in technological innovation and a scenario-centric go-to-market strategy, we have
cultivated a customer base across key international markets, spanning leading companies in
high-end manufacturing, semiconductors, new energy and medical testing, as well as robotics
companies. Our selected customers include the world’s largest power battery manufacturer by
installed capacity, the largest CNC manufacturer in North America and the largest gene sequencing
equipment provider in China.
Our Product Portfolio
Leveraging our integrated hardware-software product design, we have developed a
comprehensive product portfolio encompassing cobots and core motion components. Our offerings
address diverse industrial automation needs across sectors such as 3C electronics, automotive,
healthcare and metal processing, logistics, as well as the demand for precision motion components
in humanoid robotics, embodied intelligence systems and cobot applications.
BUSINESS
– 130 –


--- page 141 ---
3C Electronics
Automotive Medical Metal Processing
Semiconductors
Humanoid Robots
Collaborative Robots
S Series Frameless
Torque Motors
Precision
Motion Platform
Servo
Drivers
Joint
Modules
Core Motion Components
r
mmm
r
r
m
High-Performance
Products
Industries
Drive Control Control
Algorithms
Visual
Perception
FlexMind
Training Platform
SkillBank
Process Library
Force
Perception
Perception Decision-Making Execution
Logistics
HRC Platform
Integrated Hardware-
Software Platform
E Series
Cobots . Our cobot portfolio comprises two primary product lines — the E Series and the S
Series — both integrated with our proprietary HRC Embodied Intelligence Control Platform.
 The E Series cobots feature our globally pioneering dual-joint module design,
characterized by high integration, rigidity and precision. They are widely adopted in
application scenarios requiring high accuracy and stability, such as precision machining,
intelligent welding and screw fastening.
 The S Series cobots offer high payload capacity, extended reach, fast operating speed and
low energy consumption, making them well suited for heavy-duty material handling in
application scenarios such as logistics palletizing.
 The HRC Embodied Intelligence Control Platform provides end-to-end software support
for perception, decision-making and execution. It constructs multi-dimensional
environmental models through sensor integration, enables rule-based path planning and
motion control via proprietary algorithms, and ensures precise execution through our
cobot hardware. This platform provides intuitive user interface for our customers to
rapidly develop scenario-specific cobot applications.
Compared with major industry peers, our cobots demonstrate clear competitive advantages in
key technical dimensions. According to Frost & Sullivan, as of the Latest Practicable Date:
 our light-duty cobots achieved the highest repeat positioning accuracy of 0.015mm
among major industry peers, which enables our cobots to excel in tasks demanding high
consistency and reliability, such as micro-component assembly;
 our light-duty cobots achieved the highest absolute positioning accuracy of 0.15mm
among major industry peers, which are crucial for tasks requiring precise interaction
with external objects, such as dispensing, gluing and laser cutting;
 our heavy-duty cobots achieved the largest payload capacity of 60kg among all
comparable products in the market, allowing such heavy-duty cobots to handle and
manipulate heavier items in demanding processes like automotive assembly and material
handling; and
 our heavy-duty cobots achieved the highest tool center point (“TCP”) speed of 8.5 m/s
among major industry peers, which allows our heavy-duty cobots to perform high-speed
operations efficiently, making them ideal for fast-paced production lines and
applications where throughput is a key performance indicator.
BUSINESS
– 131 –


--- page 142 ---
Core Motion Components . In addition to our cobot offerings, we provide a range of
proprietary core motion components that underpin high-performance robotics applications.
 Frameless torque motors. Our frameless torque motors deliver enhanced performance
metrics and are widely applied in humanoid robots and cobots.
 Servo drives. Our servo drives adopt an industry-leading control architecture compatible
with various encoder interfaces and feature ultra-low latency, enabling responsive and
precise motion control.
 Joint modules. We are also the first to apply the design of dual-joint modules in cobots,
which optimize precision and payload within compact structural designs. Building upon
this foundation, we have developed high-performance joint modules tailored for
humanoid robotics.
 Precision motion platforms. Furthermore, leveraging our extensive experience in core
motion components and cobot technologies, we offer ultra-high-precision two- and
three-axis motion platforms, which are extensively used in application scenarios such as
gene sequencing, optical communications and semiconductor manufacturing.
Our Innovation-Driven R&D Capabilities
We have pioneered a number of groundbreaking advancements in robotic core motion
components, laying the technical foundation for our cobot offerings.
 We were the first company globally to apply a dual-joint module design to cobots. The
dual-joint module integrates two rotational axes and all key components into one unit,
using a single PCB and driver to improve integration, response, stability, and reliability
while reducing wiring. Its optimized 90-degree algorithm and unique arm design
optimize singularities and enable more flexible trajectory planning. Its precision
manufacturing ensures high verticality and accuracy, avoiding assembly and
dimensional errors seen in single-joint designs;
 Our latest M Series frameless torque motors deliver torque density 20% higher than that
of our International industry peers;
 Our servo drives operate at an industry-leading control frequency of 100kHz, enabling
highly responsive and stable motion control; and
 We are among the earliest companies globally to design servo drives based on FPGA
architecture, allowing us to develop a proprietary, iterative control toolbox that
integrates with advanced algorithms such as high-precision motion control and vibration
suppression, significantly improving product stability.
Building on our extensive experience in core motion components, we have established strong
hardware-software co-development capabilities. Our proprietary HRC Embodied Intelligence
Control Platform is developed atop a solid foundation of hardware know-how and features an open
interface architecture that facilitates system integration. The platform integrates extensive industrial
process data with advanced algorithms and provides end-to-end functionality covering perception,
decision-making and execution. In November 2024, we further strengthened our leadership by
partnering with a global ICT and smart device leader to establish the Embodied Intelligence
Innovation Center, aimed at advancing intelligent learning and decision-making for cross-industry
products.
BUSINESS
– 132 –


--- page 143 ---
As of the Latest Practicable Date, we held 238 patents across multiple jurisdictions, including
including 233 in the PRC, one in the European Union, one in South Korea, two in the United States
and one in Japan. Our products have garnered global recognition, including the First Prize in the
Guangdong Provincial Robotics Science and Technology Awards, the Red Dot and iF Design
Awards in Germany and the 2024 Golden Pin Design Award, underscoring our technological
leadership and industrial impact.
Our Scenario-Centric Go-to-Market Strategy
The cobot industry ecosystem primarily comprises component suppliers, cobot manufacturers,
system integrators and end users. Given the diversity of end-user industries and application
scenarios, as well as the highly customized requirements of factories and production lines, the
industry typically relies on standardized equipment manufacturers to develop, integrate and deploy
tailored automation products.
Against this backdrop, we position ourselves as a cobot provider focused on standardized,
high-performance products that can be readily adapted to diverse industrial and other application
needs. We have adopted a scenario-centric go-to-market strategy centered on collaborative
ecosystem development with partners. Guided by this strategy, we have established strong
relationships with leading system integrators worldwide. Our products had been sold to customers
across the globe, generating overseas revenue of RMB106.3 million in the nine months ended
September 30, 2025, which represented 37.9% of our total revenue for the same period. Our
scenario-centric strategy enables “validate-once, deploy-globally” scalability through our partners’
extensive networks, allowing us to achieve international expansion at relatively low customer
acquisition cost. Our selling expense ratio (calculated as the selling and distribution expenses
divided by revenue) was 13.5% in 2024 and 14.0% in the nine months ended September 30, 2025,
both significantly lower than that of our industry peers.
The following chart presents our standardized cobot deployment model:
ېؙ
Various Industries
3C
electronics
 Automotive
 Medical
Metal
Processing Logistics
Semiconductors
 Humanoid
Robots
Consumer
End-users Across Various ScenariosStandardized Equipment Based on Different ScenariosHigh-Performance Products
High-Performance
Hardware-Software
Integrated Cobots
Standardized
Equipment
Based on Different
Scenarios
Medical
Testing
Intelligent
Welding
Screw Fasting
Precision
Machining
Logistics
Palletizing
BUSINESS
– 133 –


--- page 144 ---
Our Financial Performance
Our cobots and core motion components have seen increasing adoption across diverse
application scenarios and geographies, driving sustained financial improvement marked by
consistent growth in profitability during the Track Record Period. Specifically, our revenue
increased by 60.2%, from RMB109.4 million in 2022 to RMB175.4 million in 2023, and further
increased by 77.0% to RMB310.4 million in 2024, representing a CAGR of 68.4% from 2022 to
2024. Our revenue increased by 36.2% from RMB206.2 million in the nine months ended
September 30, 2024 to RMB280.9 million in the nine months ended September 30, 2025. We turned
from a net loss of RMB83.4 million in 2022 to a net profit of RMB17.9 million in 2024, establishing
ourselves as one of the few profitable established cobot companies in the world, according to Frost
& Sullivan. We had a net loss of RMB15.6 million in the nine months ended September 30, 2025,
primarily due to an increase in listing expenses under administrative expenses.
OUR STRENGTHS
Established Market Recognition in the Rapidly Expanding Global Cobot Industry
We are a company specializing in cobots. According to Frost & Sullivan, we are the second
largest Chinese cobot company and a top five global cobot company by revenue in 2024. We also
achieved the fastest revenue growth among top five global cobot companies, according to the same
source. We have built a strong presence in overseas markets such as Germany. Our overseas revenue
accounted for 26.2%, 26.5%, 50.2%, 48.7% and 37.9% of our total revenue in 2022, 2023, 2024 and
the nine months ended September 30, 2024 and 2025, respectively, demonstrating recognition from
leading international customers. In terms of international footprint, we are the largest Chinese cobot
exporter by overseas revenue in 2024, according to Frost & Sullivan. Our strong presence in key
overseas markets has enabled us to access a broader customer base, deepen engagement with
international partners, and capture growth opportunities in diverse markets.
Our leadership in technology innovation is also underpinned by strong industry recognition.
We have undertaken national-level R&D initiatives, such as “Platform V alidation for Dexterous
Precision Operation Skill Learning” in collaboration with Tsinghua University. Our products have
also garnered global recognition, including the First Prize in the Guangdong Provincial Robotics
Science and Technology Awards, the Red Dot and iF Design Awards in Germany, and the 2024
Golden Pin Design Award, underscoring our technological leadership and industrial impact.
Full-Stack Hardware-Software Capabilities
The performance of core motion components, including motors, servo drives, reducers and
controllers, directly affects cobots’ key metrics, such as accuracy, payload, safety and speed. As the
only Chinese cobot manufacturer founded with extensive experience in motor and servo drive
development, our founding team boasts over two decades of experience in core motion component
development. We are capable of independently designing and manufacturing core motion
components, and are the only company among leading cobot companies in China that independently
offers core motion components for external sales.
Additionally, our HRC Embodied Intelligence Control Platform features an open and
intelligent interface that supports perception, decision-making and execution. This integrated
hardware-software product design not only underpins the superior technical performance of our
products but also affords us a high degree of autonomy in product development, enabling rapid
adaptation to evolving customer needs and application scenarios.
BUSINESS
– 134 –


--- page 145 ---
The following chart presents our full-stack capabilities across core motion components, cobot
hardware and the HRC Embodied Intelligence Control Platform:
Full-Stack Proprietary Technology,
Establishes Competitive Technical Barriers
Multimodal
 Perception
Automatic
Decision-Making
Precision
Execution Motor
ReducerServo Drive
Power
Output
Control
Hub
Power
Transmission
Joint Module
HRC Embodied Intelligence
Control Platform
Controller:
The “Brain” of cobot
dal
on
J
o
o
died
 I
n
t
elli
g
ence
r
o
l
 P
l
a
t
f
o
f
f
 rm
C
o
T
h
e
 “
B
Our in-house capabilities across core motion components include the following:
 Torque Motors . Our frameless torque motors employ advanced electromagnetic
structures to deliver high torque density, high speed, low cogging torque and strong
overload capability. Our low-voltage frameless torque motors for cobots achieve high
peak torque, which refers to the maximum torque output that can be delivered for short
durations, enabling greater design headroom for our high-payload cobots than industry
benchmarks.
 Servo Drives . We are among the earliest companies in the industry to adopt FPGA and
EtherCA T technologies in servo drives, which support a control frequency far exceeding
industry average, allowing for higher responsiveness, motion precision and disturbance
suppression. Our CoolDrive series was also the first in the cobot industry to enable
dual-motor control using a single drive, according to the same source.
 Reducers . With over a decade of experience in reducer assembly, we have continuously
worked to optimize our reducer performance to meet diverse application needs. Based
on our proprietary assembly techniques, we have reduced full-system operating noise
than comparable products in the market.
 Controllers . Acting as the “brain” of the cobot, our controllers operate at a control
frequency of up to 2kHz, far exceeding the industry average of 200-500Hz. This
provides the necessary conditions for precise operation, including improved
synchronization, low jitter and near-zero latency.
Our core motion components are not only integral to our cobots but also serve as an important
revenue driver. During the Track Record Period, revenue generated from core motion components
amounted to RMB43.8 million, RMB53.8 million, RMB72.7 million, RMB46.3 million and
RMB72.5 million in 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025,
respectively. Our customer base includes leading companies in automotive and robotic
manufacturing, validating the competitiveness of our independently developed core motion
component capabilities, and positioning us for future opportunities in high-growth sectors such as
humanoid robotics and next-generation low-altitude transport and automation, which refers to new
forms of short-distance air transportation using light aircraft with automated systems for managing
flight operations and logistics.
BUSINESS
– 135 –


--- page 146 ---
In addition to core motion components, our HRC Embodied Intelligence Control Platform
further enhances the human-robot interaction capabilities of our cobots:
 Multimodal Perception . Incorporating multimodal sensing including vision, force and
tactile feedback, our intelligent perception system provides rapid, accurate
environmental data. This enables customers to quickly customize cobots for specific
application scenarios.
 Automatic Decision-Making . The platform incorporates advanced data processing
techniques such as pattern recognition and collision monitoring, enabling our cobots to
respond swiftly to changing conditions based on pre-defined data pool. Our FlexMind
configuration platform allows users to quickly customize and update logic and control
strategies for various application scenarios. For vertical application scenarios, we have
developed SkillBank, a comprehensive repository of process packages which provides
“drag and drop” modules tailored for scenarios covering welding, logistic palletizing and
screw fastening, enabling scenario-specific cognition and rapid deployment.
 Precision Execution . The platform also incorporates advanced algorithms such as
real-time compensation, compliance error correction and vibration suppression, enabling
millisecond-level responsiveness. In the meantime, our collision detection algorithms
significantly improve operational safety. The platform also enables customers to
smoothly integrate with their own production systems, enabling low-latency execution
pipelines and mission-critical execution precision.
Industry-Leading Product Performance
With over two decades of expertise in core motion components and extensive production
know-how, our founding team brings integrated strengths across R&D and production, enabling us
to maintain strict control over product quality and performance. Our cobots consistently
demonstrate strong performance across all key metrics:
 Wide Payload Capacity . Our cobots support a wide payload range from 3kg to 60kg,
representing the widest payload range among the top five cobot companies in China and
globally, according to Frost & Sullivan. In particular, our S Series supports payloads of
up to 60kg, exceeding the maximum load capacity of comparable products in the market
according to the same source.
 High Precision . Our cobots deliver industry-leading accuracy with short response times,
including repeat positioning accuracy of up to 0.015mm, best among the top five cobot
companies in China and globally, absolute positioning accuracy of up to 0.15mm,
trajectory accuracy of up to 0.2mm and rotational accuracy of up to 0.1mm as of the
Latest Practicable Date.
 Enhanced Safety . Leveraging our proprietary technologies in Dynamic Fencing, virtual
wall and e-skin, our cobots can detect moving objects within a 1.5-meter radius,
enhancing operational safety in human-cobot collaborative environments. Our cobots
incorporate multiple safety features, including Safe Torque Off (“ STO”), and are
compliant with international standards such as SIL2, ISO/TS 15066 and ISO 13849.
 High Speed . Powered by our next-generation M Series motors and CoolDrive servo
algorithms, our cobots achieve end-effector speeds of up to 8.5m/s under a 50kg
payload, being the highest among the top five cobot companies offering comparable
products in China and globally.
BUSINESS
– 136 –


--- page 147 ---
 Instantaneous Responsiveness . Our E Series was among the first domestically
developed cobot lines to adopt EtherCA T communication. Our cobots’ servo control
frequency reaches 2kHz, significantly higher than the mainstream industry range of
200-500Hz. This enables our cobots to reach nominal precision within 50 milliseconds
and achieve safety responses within 1 millisecond, outperforming industry peers,
according to the same source.
 Intuitive Operation System . Our cobots are also designed for ease of use and rapid
deployment. With no specialized knowledge of equipment or programming required,
operators with no technical background can easily configure and operate the system
using drag-to-teach functionality and intuitive programming interfaces.
Our team has over two decades of experience in manufacturing, particularly in core motion
components. Our deep manufacturing know-how enables us to rapidly translate innovative
technologies from laboratory prototypes to mass production, accelerating product iteration and
technology upgrades. In doing so, we have established a self-reinforcing feedback loop between
R&D and production, which enhances our responsiveness to customer needs and strengthens our
technology moat.
Our proven product performance has earned widespread recognition from international
customers who typically impose stringent requirements on cobot performance, reliability and safety,
while requiring extensive technical audits and prolonged supplier qualification processes. We have
distinguished ourselves among global competitors by earning recognition from the world’s largest
power battery manufacturer by installed capacity, the largest CNC manufacturer in North America
and the largest gene sequencing equipment provider in China, further validating our product
strength and technological capabilities.
Standardized Cobot Deployment for Mission-Critical Applications
Recognizing commercial viability as the ultimate goal in the robotics industry, we have
adopted a scenario-centric strategy for product development and business expansion. We have
developed easily deployable cobots for diverse application scenarios, including precision
machining, intelligent welding, logistics palletizing, medical testing and screw fastening. Our
standardized delivery process significantly enhances the system integrators’ efficiency in deploying
our products on their production lines by minimizing the need for scenario-specific re-engineering.
For example, our cobots used for logistics palletizing can be deployed within two weeks, well below
the industry average of three to four weeks.
Leveraging our extensive expertise in industrial application scenarios, full-stack capabilities
and integrated hardware-software product design, we have combined extensive real-world
operational data with AI technologies to develop scenario-specific cobot toolkits. These toolkits,
provided to system integrators, significantly lower the technical threshold for deployment and
enable more intelligent human-robot collaboration.
Our scenario-specific expertise is demonstrated through the following representative
application scenarios:
 Precision Machining . Precision machining refers to higher-accuracy manufacturing
processes, where cobots support tasks requiring consistent positioning, repeatability and
handling of small or delicate components. Our cobots support a broad range of precision
machining tasks such as CNC and assembling. Compared with manual operations, they
deliver micron-level precision within milliseconds and have achieved mass adoption in
semiconductor packaging material handling. Our key customers in this application
scenario include leading global CNC equipment providers and domestic semiconductor
manufacturers.
BUSINESS
– 137 –


--- page 148 ---
 Intelligent Welding . Intelligent welding refers to welding operations where cobots carry
out or assist in joining metal components with controlled trajectories and programmed
parameters to improve consistency and efficiency. Widely encompassing industry
verticals such as shipbuilding, construction machinery and bridge engineering,
intelligent welding requires high process techniques such as trajectory accuracy. The
varying requirements for materials, welds and rigidity across industry verticals
necessitate flexible and high-precision products. Our cobots meet such varied
requirements with robust performance, supported by deep process expertise leveraging
our FlexMind training system and the SkillBank process library. These tools intelligently
transform and standardize welding process data, helping engineers quickly gain
proficiency in operating our cobots.
 Logistics Palletizing . Logistics palletizing refers to stacking, sorting or arranging goods
and packages onto pallets for storage or transportation within warehouses or production
facilities and poses combined challenges of high payload, extended reach and fast
operating speed. Our cobots address these challenges with an industry-leading maximum
payload capacity of 60kg and an extended reach of up to 2,000mm, achieving a
palletizing speed of up to 13 boxes per minutes, significantly exceeding the industry
average. Additionally, powered by the HRC Embodied Intelligence Control Platform,
our cobots also support rapid adaptation to materials of varying weight and volume
through intelligent perception systems, thereby enhancing flexibility on automated lines.
 Medical Testing . In medical testing applications such as gene sequencing and pathology
analysis, precision, safety and secondary development capability are critical. Our HRC
Embodied Intelligence Control Platform significantly shortens customers’ development
cycles. With absolute accuracy of up to 0.15mm and millisecond-level communication
latency, our cobots meet the stringent performance and safety requirements of this field.
Our cobots have been extensively deployed in the gene sequencing industry and we have
established deep strategic partnerships with top domestic gene sequencing equipment
manufacturers.
 Screw Fastening . Equipped with our proprietary vibration suppression algorithms and
uniquely designed arms, our cobots exhibit high impact resistance, significantly
extending their service life and enabling reliable fastening of large screws. These cobots
have been widely adopted by leading global new energy manufacturers in this
application scenario.
Furthermore, as cobots gain traction in commercial sectors such as consumer and education
markets, our expertise in high-standard industrial application scenarios positions us well for
expansion into these fields. We have already deployed cobots in consumer-oriented scenarios
including rehabilitation therapy, automated fueling and catering service applications.
Scenario-Centric Ecosystem Jointly Developed with Global Industry Leaders
The downstream cobot market is characterized by fragmented end-user demands and
increasingly complex application scenarios. System integrators have increasingly evolved to
provide cobot-integrated standardized equipments to end-users. Leveraging their deep industry
expertise and strong end-user relationships, such modular approach allows them to provide scalable
applications and reduce costs. As a cobot company, we adopt a scenario-centric go-to-market
strategy centered around collaborating with these partners. Through in-depth partnership with
global industry leaders and strategic partners, we have established a “co-innovation and
resource-sharing” partnership model, whereby we leverage their domain expertise to cooperate to
validate and tailor scenario-specific applications of our products, jointly expand our market reach
and enhance the adaptability of our products to diverse application scenarios.
BUSINESS
– 138 –


--- page 149 ---
Supported by this partnership model, we have cultivated a global customer base spanning
leading companies in high-end manufacturing, semiconductors, new energy and medical testing, as
well as robotics companies. Our selected customers include the world’s largest power battery
manufacturer by installed capacity, the largest CNC manufacturer in North America and the largest
gene sequencing equipment provider in China.
We have strengthened our ecosystem engagement by validating application scenarios jointly
with our customers, making our products a core components of our customers’ applications, thus
forming reciprocal relationships that reinforce long-term customer stickiness and create a
defensible moat of customer resources. During the deployment process, our intelligent and
standardized cobot designs enable rapid implementation of products tailored to customers’ diverse
technical requirements. This effectively addresses common industry challenges, including high
technical barriers, prolonged validation cycles, complex process implementation and high trial-
and-error costs, while enabling “validate-once, deploy-globally” scalability across customer
networks.
In addition, we have achieved rapid cross-scenario expansion by capitalizing on synergies
within our ecosystem. Our strategic partners possess extensive industry experience and channel
resources in their respective sectors, allowing us to achieve efficient deployment and deep coverage
across sector-specific application scenarios. For example, in intelligent welding, our ecosystem
partners include steel structure manufacturers, equipment manufacturers and traditional welding
machine companies. Through these collaborations, our cobots have achieved compatibility with
over 20 mainstream welding machines, establishing a comprehensive welding ecosystem.
Visionary Leadership with Strong Technical Background
We are the only Chinese cobot manufacturer founded with extensive experience in motor and
servo drive development. Our founding team brings over 20 years of experience in robotics and core
motion component development, with end-to-end capabilities across research, productization and
platform-level system integration. Their expertise spans the full technology stack, from underlying
hardware and control algorithms to robotic system design and software platform architecture. In
addition, the team brings extensive management and technical experience from leading global
technology companies, including ASM, Huawei, ABB and Comau, contributing to our strong
execution capabilities and innovation culture.
Mr. Wang Guangneng, the founder and general manager of our Company, has over 20 years
of technical experience in motors and drives. Prior to founding our Company, Mr. Wang worked in
a leading global provider of semiconductor assembly and packaging equipment, as well as at Han’s
Laser, where he focused on R&D in electronics and control systems. Mr. Wang led the development
and commercialization of digital galvanometer, earning the second prize of the National
Technological Invention Award. Mr. Wang is a recognized robotic industry expert with numerous
accolades, including the second prize of the National Technological Invention Award, first prize of
the Guangdong Science and Technology Award, and first prizes of the Shenzhen Science and
Technology Progress Award, as well as the Shenzhen Technological Invention Award. As an
inventor, Mr Wang contributed to 211 patents as of the Latest Practicable Date.
Mr. Zhang Guoping, the co-founder and CTO of our Company has over 20 years of technical
experience in the field of electronics engineering. Recognized as a high-level talent in Shenzhen,
he has led numerous national, provincial and municipal R&D projects. As an inventor, Mr. Zhang
has contributed to 204 patents as of the Latest Practicable Date. The head of our AI department, Mr.
Hao Y u, has over 15 years of extensive experience in automation, industrial vision and AI
intelligence. Since joining our Company, Mr. Hao has spearheaded the development of the robotic
vision system and the no-teach intelligent welding products, driving technological innovation
within the industry and enabling the multifaceted application of robots in various production stages.
He is also responsible for creating and managing an industrial-grade AI embodied intelligence
platform, significantly advancing the industrial implementation of intelligent technologies. Mr.
Wang Guochao, our chief strategy officer, has over 30 years of management experience in robotics
manufacturing and industrial automation, and brings deep strategic insight and execution
capabilities to our organization.
BUSINESS
– 139 –


--- page 150 ---
Together, our leadership team combines strong academic backgrounds, global industry
experience and full-stack technical capabilities. Their practical expertise across hardware, software,
AI and commercialization forms the foundation of our long-term competitiveness and supports our
continuous innovation and rapid product delivery in highly demanding application scenarios.
OUR STRATEGIES
Continue Strengthening R&D in Cobot Technologies
Enhancing cobot capabilities depends heavily on foundational R&D in motion components
and software — such as motion control algorithms. We are committed to reinforcing our R&D
efforts in core motion components, including torque motors, servo drives and controllers. We plan
to enhance key performance metrics and real-world performance of these hardware components
through a combination of in-house development and collaborative R&D with strategic partners. In
particular, our future R&D focus includes high-power frameless torque motors and motion
components for humanoid robots. We also intend to expand the application of our motion
components to emerging strategic industries such as short-distance air transportation using light
aircraft with automated systems, new energy vehicles and semiconductors.
Enhance the Intelligence of Our HRC Platform with AI Technologies
We intend to deepen our R&D efforts and investments in AI technologies to enhance the
intelligence of our HRC Embodied Intelligence Control Platform and improve cobot intelligence
and performance, specifically investing in the following areas:
 Multimodal Perception and Decision-Making . We will continue to enhance multimodal
integration of visual, auditory and tactile perception in our cobots. Our R&D focus
includes visual perception, intelligent hybrid decision-making and multimodal
perception technologies, with the goal to significantly improve our cobots’ intelligence
and practical performance in real-world application scenarios. Leveraging extensive
operational data, we will further train our models to increase the flexibility of our cobots
for general, non-standardized tasks.
 Natural and Intuitive Human-Robot Interaction . We will also develop more user-
friendly human-robot interaction interfaces, incorporating large language model in voice
interaction, gesture control and other intuitive input methods to provide more natural
and intuitive ways to operate cobots. These improvements are expected to significantly
enhance ease of use and deployment flexibility across application scenarios.
 Scenario-Based Model Optimization . We are developing a robust, general-purpose
control framework for specific cobot application scenarios. Integrated with our ongoing
R&D in multimodal perception and adaptive control, the model enhances our cobots’
ability to operate effectively in complex, dynamic environments by improving
situational responsiveness, automatic decision-making capabilities, and task execution
efficiency.
Improve Cobot Performance and Application Versatility
We remain committed to a scenario-centric R&D approach, focusing on improving the
adaptability of our cobot products across diverse application scenarios. Through close collaboration
with system integrators and end users, we continuously refine our products to meet real-world
operational needs. Going forward, we will leverage practical experience and scenario-specific
requirements to iteratively optimize our core motion components and the HRC Embodied
Intelligence Control Platform. Meanwhile, we will strengthen the development of motion control
algorithms tailored to vertical applications to further enhance the performance of our cobots in
end-use scenarios.
BUSINESS
– 140 –


--- page 151 ---
In addition, we intend to expand the range of application scenarios and supported processes
for our cobots, including new use cases in consumer-oriented scenarios. By building an ecosystem
centered on application scenarios, we aim to sharpen our R&D focus, improve development
efficiency, reduce end-user deployment costs and enhance product usability. This application-driven
ecosystem will support the broader adoption of our cobots across emerging sectors.
Deepen Investment in Core Motion Components for Humanoid Robots
The humanoid robotics market is undergoing accelerated growth. According to Frost &
Sullivan, the global market size for humanoid robot components reached RMB3.5 billion in 2024
and is expected to grow at a CAGR of 59.5% from 2024 to 2029. Despite this momentum, the
domestic humanoid robotics industry faces two critical challenges: a heavy reliance on imported
joint modules that account for over 60% of total cost, and insufficient integration between motion
control algorithms and hardware resulting in high failure rates. These challenges highlight the
urgent demand for domestic providers that not only possess full-stack in-house development
capabilities for core components, but also have deep technical know-how and experience in robotics
applications.
As the only domestic company with integrated R&D capabilities spanning torque motors,
servo drives and joint modules, alongside years of practical experience in cobot deployment and
operation, we are well positioned to seize this opportunity. We plan to further enhance and tailor
our product offerings to meet the evolving demands of humanoid robotics. Our development
roadmap includes frameless torque motors, humanoid joint modules and robotic arms, designed
specifically for the complex motion requirements of humanoid systems. Our frameless torque
motors and joint modules have already been adopted in the products of selected humanoid robot
manufacturers. Going forward, we will continue to improve the performance, reliability and
scalability of these products, with a view to expanding our market share and reinforcing our position
as a key enabler in the next wave of humanoid robotics innovation.
Strengthen Sales Channels and Advancing Global Market Expansion
We intend to deepen our collaborations with system integrators, end users and strategic
partners, to expand our customer ecosystem and strengthening long-term, mutually beneficial
partnership relationships. By leveraging these partnerships, we seek to drive the broader adoption
of our products across a wider spectrum of industries and application scenarios. Meanwhile, we plan
to enhance the structure and reach of our sales network by expanding our distributor network, to
enable us to reach a broader base of customers and improve the accessibility and market penetration
of our products across different industry verticals and geographies.
In addition, we are committed to further reinforcing our overseas market presence. We will
continue to optimize our international sales infrastructure, deepen our engagement with existing
overseas strategic customers and increase investment in international exhibitions, marketing and
brand promotion activities. These efforts are designed to enhance global brand awareness and drive
international customer acquisition.
Supported by our international partnerships, robust product capabilities and growing brand
equity, we believe our overseas market share and sales volume will continue to increase as we
execute on our global expansion roadmap and deepen our international sales footprint.
Strengthen Talent Acquisition and Development
We are committed to strengthening our talent development system by aligning it closely with
our overall business strategy and establishing a structured, institutionalized framework for talent
recruitment, cultivation, evaluation and motivation. Our goal is to build a stable, dynamic and
technically capable talent pool that enables us to maintain a strong innovation pipeline and execute
effectively on our business strategies. We are strengthening efforts to attract top-tier,
BUSINESS
– 141 –


--- page 152 ---
interdisciplinary talent with a global outlook. Through partnerships with leading international
research institutions and overseas liaison offices, we aim to recruit experts in motion control
algorithms, visual perception, multimodal AI, and foundation models — targeting PhDs, postdocs,
experienced professionals, and innovative young talent to drive the advancement of our intelligent,
multi-scenario cobots. To support key application areas, we are building a robust talent pipeline,
which includes collaboration with industry associations, universities, and vocational institutions, as
well as continued investment in internal training, technical exchanges, and joint development
programs to cultivate scenario-specific specialists.
We are also expanding our international teams across R&D, sales, and management, while
fostering a culturally adaptable workforce. By enhancing cross-border collaboration and
organizational agility, we aim to boost execution efficiency and scale our presence across key
international markets as a competitive technology leader.
OUR PRODUCT PORTFOLIO
Our product portfolio comprises two core business lines: (i) cobots and (ii) core motion
components.
Cobots . Our cobots constitute the core of our product portfolio and serve as a hardware-
software integrated platform combining our proprietary core motion components and cobot
hardware with the HRC Embodied Intelligence Control Platform. This architecture supports
multimodal perception, automatic decision-making and high-precision execution, enabling rapid
deployment through configurable process modules. We also offer industry-specific workstations
that integrate our cobot hardware, HRC platform and pre-configured processes, providing
ready-to-deploy automation systems. Leveraging our integrated hardware and software design, our
products address a wide range of automation needs across industrial scenarios such as precision
machining, intelligent welding, logistics palletizing, medical testing and screw fastening, offering
flexible and reliable products for mission-critical environments.
Core motion components . Our core motion components form the technological backbone
supporting our cobot products and represent a key part of our product portfolio. We offer
self-developed core motion components, including frameless torque motors, servo drives, joint
modules and precision motion platforms, delivering high torque density, control accuracy and
system integration flexibility. These components are widely adopted in advanced applications such
as humanoid robots, embodied intelligence and advanced robotic systems that require compact,
reliable and customizable motion solutions.
The following picture presents the portfolio of our main products:
Cobots Core Motion Components
Joint Module Frameless Torque
Motors
Servo
Drivers
BUSINESS
– 142 –


--- page 153 ---
Collaborative Robots
Our six-axis cobots form the core of our product portfolio, combining high precision,
flexibility and safety to support smooth integration into dynamic industrial environments. We offer
two main series of six-axis cobots, namely (i) the E Series, featuring our proprietary dual-joint
modular design for enhanced compactness and maneuverability, optimized for high-precision tasks
such as semiconductor packaging, welding and medical testing, and (ii) the S Series, designed for
heavy payload applications such as logistics palletizing, machine tending (which refers to the
operation of loading and unloading materials, components or finished parts to and from equipment
such as CNC machines, injection-moulding machines or stamping machines), material transfer and
logistics automation.
Our cobots are primarily supplied as standardized products. However, we offer a range of
customization options to meet specific customer requirements, mainly in terms of appearance,
hardware, control system and core motion components used in cobots. For example, in applications
such as precision manufacturing lines, automated welding cells and logistics handling setups,
customers can specify preferred reducers, lubricants, structural components such as cable type,
cable length and connector choices, as well as customized control-box functions and demonstrator
configurations. Software versions and functional modules can also be tailored to specific
operational needs.
Key features of our cobots include (i) wide payload capacity, supporting 3–60 kg — the
broadest range among major cobot players according to Frost & Sullivan, (ii) high precision,
delivering industry-leading accuracy with 0.015 mm repeat positioning accuracy, 0.15 mm absolute
positioning accuracy, 0.2 mm trajectory accuracy and 0.1 mm rotational accuracy, (iii) enhanced
safety, enabled by Dynamic Fencing, virtual wall and e-skin, with detection within 1.5 m and
compliance with Safe Torque Off (“STO”), SIL2, ISO/TS 15066 and ISO 13849, (iv) high speed,
achieving end-effector speeds up to 8.5 m/s under a 50 kg load, (v) fast responsiveness, supported
by a 2 kHz servo control frequency enabling 50 ms precision lock-in and 1 ms safety response, and
(vi) intuitive operation system, with drag-to-teach capability and user-friendly interfaces allowing
non-technical operators to deploy and configure robots easily.
Our HRC Embodied Intelligence Control Platform
Our HRC Embodied Intelligence Control Platform is an integrated control system that enables
multimodal perception, automatic decision-making and high-precision execution for intelligent
human-robot collaboration. Serving as the foundational layer for scenario-based development and
application scalability across our cobot product portfolio, the HRC platform supports our customers
in developing cobot applications that involve dynamic, real-time interaction between cobots and
their environments in diverse industrial settings.
Built on a modular architecture that structurally decouples the perception, decision-making
and execution layers, the HRC platform allows each functional block to be configured
independently while maintaining interconnectivity. The modular architecture enables independent
updates and custom extension of each core module, allowing for rapid algorithm upgrades,
task-specific software deployment and execution at the edge, as well as tailored adaptation to
pre-defined application scenarios without changing the base cobot system. The platform also
features an architecture designed to support rapid integration and customization. Through open
APIs and compatibility with mainstream communication protocols such as EtherCA T and
ProfileNet, an industrial Ethernet-based fieldbus standard developed by PROFIBUS & PROFINET
International for real-time industrial automation, as well as support for mainstream robot operating
systems such as ROS, the HRC platform allows customers to interface with third-party vision
systems, force sensors and upper-layer manufacturing execution systems (“ MES”), thereby
enabling broader ecosystem collaboration, streamlined workflow integration and accelerated
deployment of scenario-specific applications.
BUSINESS
– 143 –


--- page 154 ---
The following chart presents the architecture of our HRC Embodied Intelligence Control
Platform:
Multimodal
Perception
Automatic Decision
Making Precise Execution
 Sensor layer
supporting vision
and force perception
 Training and data
acquisition layer for
structured sensory
learning
 Sensor fusion
 Rule-based
algorithms
 FlexMind training
platform integration
 Skillbank integration
 Trajectory planning
 Force control
 Vibration suppression
 Real-time compensation
Our HRC platform provides end-to-end intelligent support, ranging from multimodal
environmental sensing to rule-based decision-making and precise motion execution, thereby
significantly enhancing the adaptive capabilities and intelligent interaction of our cobots to
pre-defined application scenarios.
Multimodal Perception
At the core of the platform lies a multimodal perception framework that integrates vision,
touch and force feedback to form a continuous and dynamic understanding of the surrounding
environment. This is achieved through two layers of capability: (i) a sensor layer consisting of a
combination of 2D/3D cameras, six-axis force/torque sensors, tactile arrays, TOF sensors and
infrared proximity detectors, which serve as the foundational hardware layer, and (ii) a data
acquisition and training layer used to define perception-response rules for specific scenarios.
Currently, we offer single-arm sensing solutions with integrated force-vision end modules employed
in our Elfin-Pro series for precision tasks such as polishing, insertion and edge tracking. In parallel,
we are developing a dual-arm training platform through our FlexMind platform to collect complex
collaborative data such as coordinated dual-arm welding or multi-angle assembly. These data sets
will expand our pre-defined algorithm pool that enhances our cobots’ performance and efficiency
in operation.
Perception data is processed through our proprietary sensor fusion and perception algorithms,
which include object classification, trajectory tracking, visual localization and compliant force
feedback. These algorithms are designed to function collaboratively, where, for example, visual
cues are used to preliminarily localize a target, followed by force-based refinement for precision
insertion or assembly. This layered processing structure ensures that the cobot can rapidly adapt to
spatial constraints or material variation in complex environments.
Automatic Decision-Making
Following environmental sensing, the HRC platform utilizes a suite of structured algorithms,
including rule-based pattern recognition, logical condition handling and collision prediction
engines, to support real-time decision execution and automatic decision-making. The system
emphasizes on deterministic logic, enabling the cobot to interpret current states, anticipate
BUSINESS
– 144 –


--- page 155 ---
pre-defined environmental changes, and respond based on a curated library of task-specific
algorithms. This rules-driven approach enables task-specific logic to be easily configured, updated,
and reused across application scenarios with minimal overhead and without the need for retraining
or complex model adaptation.
Customers can further customize and enhance this decision-making process using our
FlexMind training system and SkillBank process library. FlexMind serves as a dedicated platform
allowing customers to develop and optimize scenario-specific algorithms based on operational
parameters and expected environmental conditions to support continuous refinement of cobot task
logic. This platform enables rapid iteration and structured upgrades of decision logic without
altering the core cobot architecture, ensuring deployment flexibility. SkillBank, in parallel, offers
a structured repository of scenario-specific process packages, which contain motion primitives, tool
parameters and exception handling rules for use cases such as intelligent welding, palletizing and
lithium battery assembly. These modules are readily callable by the HRC system and serve as
composable task logic elements.
By combining FlexMind and SkillBank within the HRC platform, customers can efficiently
build, train and deploy task-optimized cobot applications. For example, a customer deploying a
cobot for high-throughput visual inspection and sorting can rapidly integrate a visual defect
detection algorithm trained in FlexMind and bind it with pre-defined sorting logic in SkillBank,
achieving efficient deployment and high yield consistency.
Precise Execution
The final execution layer of the HRC platform uses real-time adjustments to correct tiny
mechanical errors and reduce unwanted vibrations, and communicates with all cobots’ joints and
sensors every millisecond for constant synchronization. Our control framework is built o na1m s
closed-loop cycle over an EtherCA T bus, meaning the system checks and adjusts its movements
every one-thousandth of a second using a high-speed communication network called EtherCA T.
This ensures high-fidelity synchronization across all joint actuators and sensors, enabling smooth,
accurate, and highly responsive motion control. This enables the cobots to respond near-
instantaneously to trajectory deviations or environmental disturbances, a capability critical in
high-precision applications such as precision machining, intelligent welding, surgeries, and
precision grinding.
We have also developed advanced force control and motion blending algorithms to ensure
smooth transitions across motion states while maintaining stable force output. As of the Latest
Practicable Date, we had launched the second-generation version of our vision control system,
featuring an internal gigabit Ethernet infrastructure that significantly improves the transmission
efficiency of high-resolution sensor data, supporting enhanced real-time perception and control in
complex environments.
E Series
Mainly comprising Elfin-Basic, Elfin-Pro and Elfin-Ex Series, our E Series cobots cover both
light- and heavy-duty cobots and are designed for high-precision tasks. This series features our
proprietary dual-joint modular design, which provides greater flexibility in constrained spaces and
expands operational coverage, while enhancing system rigidity, ensuring stable motion under load
and improving precision. It also enables smoother trajectories that are critical for vibration-
sensitive applications. Building on this mechanical foundation, the E Series adopts our self-
developed motors that maintain cogging torque within 2%, in-house servo drives capable of
achieving joint control frequencies of up to 2 kHz and proprietary kinematic-error and high-order
dynamic-flexibility identification and compensation technologies. These capabilities work together
to minimize micro-vibration, deliver fast and accurate motion response and refine end-effector
positioning by offsetting errors arising from joint stiffness and structural flexibility. Together, these
attributes make the E Series ideal for tasks such as intelligent welding, micro-component assembly
and surface finishing, where high accuracy and minimal vibration are essential.
BUSINESS
– 145 –


--- page 156 ---
The following pictures present our representative E Series cobots:
Elfin-Basic Series Elfin-Pro Series Elfin-Ex Series
Elfin-Basic Series
The Elfin-Basic Series, launched in 2017, features a series of cobot models with application
oriented scalability and is differentiated by its scalable design that flexibly supports both light and
high load applications across diverse industrial scenarios. With varying payload capacities up to
15kg, working ranges up to 1,800mm, power consumption ranging from 100W to 600W, joint
speeds reaching 200°/S and repeatability up to 0.015mm, this product series provides customers
with flexible configuration options to meet the demands of both light- and high-load scenarios.
Customers can integrate the cobots with external software platforms as needed to meet specific
requirements.
The Elfin-Basic Series features industry-leading innovations in architecture design, mainly
demonstrated in the following key features, as advised by Frost & Sullivan: (i) a dual-joint module
design integrating reducers, motors, encoders, servo drives, brakes and sensors into a compact unit
that reduces mechanical complexity, improves reliability and supports scalable architecture,
positioning us among the few domestic manufacturers achieving high-density electromechanical
integration, (ii) an EtherCA T communication framework enabling up to 2 kHz joint control
frequency, unlimited sensor expansion and strong anti-interference performance for stable real-time
industrial control, (iii) a flexible 6-DOF coaxial 4/6-axis structure with singularity-optimized
mechanics that minimize blind spots, support 360° continuous wrist rotation and ensure smooth
trajectories and stable operation in confined workspaces, and (iv) IP68-rated protection delivering
reliable performance in harsh environments with oil, moisture or particulate exposure, expanding
applicability to more demanding industrial settings.
The Elfin Series cobots are designed for a wide range of industries, including automotive,
consumer electronics, new energy, medical laboratories and precision processing. Their flexibility
and precision make them suitable for both high-volume manufacturing and specialized tasks
requiring accuracy and repeatability. Elfin Series cobots are typically deployed for automated
production, assembly, material handling, inspection, machine tending, and laboratory automation.
They excel at repetitive, precise and ergonomically challenging operations, ensuring consistent
quality and efficiency across diverse application scenarios. Designed for safe and effective
collaboration, Elfin Series cobots incorporate advanced safety features such as force and collision
detection, enabling them to work alongside human operators without the need for safety cages. This
allows human workers to focus on decision-making, creative, or complex problem-solving tasks,
while the cobots manage the routine or physically demanding work.
Our Elfin Basic Series has been widely adopted across advanced manufacturing scenarios due
to its precision, adaptability and robust system architecture. In semiconductor packaging lines, Elfin
Basic Series enable micron level positioning accuracy, Class 100 cleanroom compatibility and
millisecond level real time control, enhanced further by our HRC Embodied Intelligence Control
Platform for dynamic task adaptation. In CNC machining automation, the Elfin Basic Series
replaces repetitive high precision manual loading and unloading with a high rigidity coaxial
BUSINESS
– 146 –


--- page 157 ---
structure capable of 0.015 mm repeat accuracy, fast drag to teach programming and stable operation
under rapid machining cycles. These deployments collectively illustrate the versatility of our cobot
platforms in delivering precision, efficiency and safety across advanced manufacturing
environments.
We also offer a lithium-version of the E Series cobots (the “ Elfin-Li Series ”) in response to
the growing demand from lithium battery production lines. While not positioned as an independent
product line, the Elfin-Li Series has been commercially offered as a customized solution within the
E Series. Equipped with effective motors and customizable mechanical arms, the Elfin-Li Series
cobots are capable of meeting most of the requirements across the cell production stages (front,
middle, back), enabling customers to build efficient, high-ROI automated production lines for
power lithium batteries. Their intrinsic safety design, collision detection mechanism and real-time
pressure monitoring capability make our Elfin-Li Series cobots ideal for operating in production
environments involving flammable materials and demanding high precision.
Elfin-Pro Series
Building upon the Elfin-Basic Series, the Elfin-Pro Series, launched in 2023, is designed to
meet the evolving demands of flexible, high-precision automation. It is differentiated from other
models by its deep integration of adaptive force control, machine vision and high speed real time
communication, enabling high precision, high mix automation. Featuring integrated adaptive force
control, machine vision and environmental adaptability, it is well suited for demanding applications
such as intelligent welding, automotive parts processing, medical surgeries and laboratory
detection. The Elfin-Pro Series is particularly distinguished by its smooth fusion of hardware and
software, positioning it as the most advanced cobot with perception-assisted environment
adaptation in the series lineup.
Key features of our Elfin-Pro series include (i) integrated adaptive force control with built-in
wiring and strong anti-interference capabilities, enabling stable constant-force output, real-time
surface adaptation and precise motion management in high-mix, high-precision assembly tasks, (ii)
an integrated machine vision system combining self-developed hardware and software platforms
with real-time image processing to deliver accurate visual positioning, object detection,
classification and QR code recognition across diverse vision-based applications, and (iii) real-time
communication with cycles as fast as 0.5 ms, providing industry-leading trajectory accuracy,
smoother operation and safer human-robot collaboration in dynamic production environments.
The Elfin-Pro series cobots are widely deployed in industries such as automotive, electronics,
metal processing, and logistics, where they perform tasks including flexible automated production,
machine loading and unloading, assembly, and material handling. Leveraging integrated adaptive
safety controls and machine vision, these cobots execute high-precision operations such as arc
initiation, seam tracking and real-time compensation for workpiece deviation, ensuring consistent
quality even at complex joints or irregular surfaces. In laboratory and medical settings, they support
applications like medical training and laboratory detection, where accuracy and adaptability are
critical. For example, in steel-structure welding, the Elfin-Pro Series enhances complex joint
fabrication by combining the E03-Pro model with SkillBank intelligent welding and high-sensitivity
six-axis force control, achieving 0.15 mm absolute accuracy and data-driven optimization through
FlexMind for stable, high-precision welding with reduced setup and programming time. In
vision-integrated laboratory detection, the E05-Pro model extends coverage with a seventh axis and
integrated machine vision to automate liquid handling, material transfer and micro-scale alignment
with 0.015 mm repeat accuracy and ISO Class 4 cleanroom compliance, enabling 24-hour
high-precision laboratory operations.
In addition to the Elfin-Pro Series’ capability to deliver precision, adaptability and automation
across demanding industrial, medical and laboratory environments, Human workers collaborate
closely with the Elfin-Pro cobots by programming, monitoring, and optimizing their performance
through an intuitive programming interface, allowing for easy set up, monitor and cobot adjustment
to respond to varying production requirements and unexpected issues without requiring extensive
BUSINESS
– 147 –


--- page 158 ---
technical expertise. The cobots’ built-in safety mechanisms, including collision detection and
emergency stop functions, ensure that they can work safely alongside humans, automatically
pausing or adjusting their actions if a person enters their workspace.
Elfin-Ex Series
Launched in 2021, the Elfin-Ex Series is a specialized explosion-proof cobot series built upon
the Elfin-Basic series, designed for safe operation in hazardous environments. Certified under the
National Explosion-Proof Standards, the Elfin-Ex Series ensures reliable performance in
atmospheres containing flammable gases, vapors and dust. It has proven applications in material
handling, equipment maintenance and hazardous substance processing for high-risk industries such
as civil explosives, petrochemicals, polishing and grinding, as well as flour processing.
The Elfin-Ex Series is equipped with advanced safety and environmental protection features
to support reliable operation in hazardous and industrially demanding environments. It features a
positive pressure, explosion-proof sealed structure that circulates clean air within the robot body.
The control box is equipped with a positive pressure explosion-proof cabinet and a pressure
monitoring control system, providing explosion protection for the control box while continuously
monitoring the pressure inside the robot body. In the event of abnormal pressure, the system
automatically activates power shutdown protection to mitigate risks. This robust design
significantly reduces operational risks in explosive or flammable environments.
Designed for tasks such as automated assembly, machine tending, material handling, and
packaging, the Elfin-Ex cobots enable human workers to delegate high-risk or repetitive tasks to
cobots while maintaining compliance with stringent safety regulations. The user-friendly interface
allows human workers to program and monitor cobots with minimal training, ensuring that
adjustments can be made quickly in response to changing production requirements. Enhanced by
real-time monitoring and emergency stop functions, the Elfin-Ex Series ensures the safety of nearby
human workers and facilitates close human-cobot collaboration.
Building on these capabilities, the Elfin-Ex Series has been successfully applied in a range of
high-risk operational scenarios. In gas-station automatic refueling, the Elfin-Ex Series enables fully
unmanned 24/7 operation by combining six-dimensional force sensing, 3D vision positioning and
a positive-pressure explosion-proof structure that prevents collisions, fuel vapor leakage and
ignition risks, significantly enhancing safety and operational efficiency in hazardous petrochemical
environments. In automated 4S spray-booth applications, the Elfin-Ex cobot leverages lightweight
overhead deployment, IP66 sealing, viscosity-adaptive spray parameters and 0.015 mm repeat
accuracy to deliver consistent high-precision coating across vehicle types, while reducing material
switching time, VOC emissions and worker exposure to toxic fumes, supporting cleaner, safer and
more standardized automotive finishing.
Use Case: Elfin-Pro Series in Steel Structure Welding
Welding complex joints in large-scale steel
structures — such as long-span bridges and
industrial frameworks — demands high
precision, stability and adaptability. Traditional
manual or semi-automated welding methods
often struggle with slow setup, inconsistent torch
angles and poor adaptability to dynamic on-site
conditions and dangerous work environment,
leading to reduced efficiency and quality.
BUSINESS
– 148 –


--- page 159 ---
To address these challenges, we have developed the Elfin03-Pro model, integrating SkillBank
intelligent welding process package that enables single-person deployment while shortening
deployment time. Equipped with high-sensitivity force sensors and a six-axis real-time force control
system, the cobot maintains an absolute position accuracy of 0.15mm. It is mainly used for teaching
arc starting and arc ending points in welding scenarios.
The intermittent welding mode can effectively reduce the amount of welding heat input and
greatly reduce programming time. With FlexMind, the system utilizes data-driven optimization
based on real-world welding parameters, such as arc behavior, material characteristics, and joint
geometry, to enhance accuracy in beam splicing, joint reinforcement and base welding tasks. Over
time, it refines torch positioning, angle compensation and speed strategies, delivering high-
precision welding with minimal reliance on complex fixtures.
S Series
Launched in 2023, the S Series cover both light- and heavy-duty cobots. With a maximum
payload of up to 60 kg, the S Series uses our self-developed frameless torque motors—motors
comprising only a stator and rotor that are directly integrated into the joint without an external
housing or transmission interface—to deliver joint torque of up to 72 Nm and substantially higher
output torque than the E Series. Together with an optimized reducer design that maintains joint
temperatures below 68°C even under a 50 kg full-load, the S Series offers the strength, stability and
efficiency required for high-payload, high-throughput industrial scenarios such as palletizing,
machine tending, material transfer and logistics automation. Its high mechanical strength and
modularity also support rapid deployment in both standalone and integrated production systems.
The following picture presents our representative S Series cobot:
S20 S30 S50 S60
20kg 50kg 60kg30kg
S
20
20
k
g
S
30
30
k
g
S
50
50
k
g
The S Series is categorized into different models based on payload capacity to serve diverse
application needs. Key features of the S Series include (i) highest payload capacity in the industry,
offering up to 2,000 mm reach and 60 kg payload, the highest among major players according to
Frost & Sullivan, and further enhanced by the S50 model launched in May 2025, which upgrades
payload capacity, motion speed, structural rigidity and collaborative safety, (ii) safety collaboration,
integrating collision detection, dynamic electronic fences, high-precision torque sensing, haptic
feedback, 3D light curtains or LiDAR, optional TOF sensors and a 360° perception network
combining visual, infrared and ultrasonic sensing to proactively avoid collisions and minimise
impact, (iii) rapid response and flexibility, featuring EtherCA T end-effector communication,
high-power supply support, Gigabit Ethernet an d a 2 kHz refresh rate for precise real-time control,
supported by open interfaces that enable seamless integration with WMS and rapid adaptation to
BUSINESS
– 149 –


--- page 160 ---
SKU, payload or workflow changes, and (iv) modular design for easy customization and
development, allowing configurable arm modules and mechanical structures for fast assembly,
deployment, maintenance and upgrades, enabling efficient adaptation to production-line changes
with minimal downtime.
Designed for applications such as logistics palletizing, machine tending, material transfer and
automation, the S Series enables rapid deployment across both standalone setups and integrated
production environments with its high modularity and robust mechanical design. In the deployment
of S Series cobots, human workers remain central to the workflow, with the cobots designed
specifically to complement and enhance human capabilities rather than replace them.
Collaboration between humans and cobots is facilitated by intuitive interfaces, such as
tablet-based controls, which enable operators with minimal technical background to program and
adjust the cobots quickly. The cobots’ advanced safety features, including force and proximity
sensors, ensure that they can operate in close proximity to humans without risk of injury. When a
human enters the cobot’s workspace, the system can automatically slow down or pause operations,
resuming only when it is safe to do so.
Similar to the Elfin-Li Series, we also offer a lithium-version of the S Series cobots (the “ S-Li
Series ”) in response to the growing demand from lithium battery production lines. Equipped with
effective motors and customizable mechanical arms, the S-Li Series excels in impact resistance and
operation speed, ensuring stable performance even in challenging tasks. Although not launched as
an independent product line, the S-Li Series has been commercialized as a customized solution
under the S Series for lithium battery production applications.
Use Case: S Series in Food Manufacturing
A food manufacturer was facing
increasing demands for flexibility, including
frequent product changeovers and multi-
category material handling. Traditional
industrial robots were unable to meet these
needs due to complex deployment, difficulty
in switching production, and limited
efficiency.
To address these challenges, we introduced our S Series cobots with a rated payload of 35kg
and a working radius of 1800mm — ideal for handling standard packaging and pallets in the food
and beverage industry. When paired with a lifting column, it can achieve a palletizing height of up
to 2.2 meters. The system delivers a palletizing cycle time of up to 13 times per minute, with a
single-arm power consumption of just 1000W. Equipped with our self-developed effective motors
and vibration suppression algorithms, the cobot ensures stable operation even under full load.
Through the integration of SkillBank palletizing process package, it supports automatic switching
between single and dual suction, dual-line interleaved palletizing, custom stack patterns, and
process data tracking. These features empower customers to meet flexible production demands
while reducing costs and boosting efficiency.
BUSINESS
– 150 –


--- page 161 ---
Core Motion Components
We develop and manufacture a suite of effective core motion components, including frameless
torque motors, servo drives, joint modules and precision motion platforms. We are the only cobot
provider among top players in China that offers our core motion components for external sales. Our
components serve a wide range of customers and applications, including frameless torque motors
for humanoid robotics and automotive systems, servo drives for 3C, laser marking and
semiconductor equipment, joint modules for robotics and industrial automation, and precision
motion platforms used in gene sequencing, optical communications, nano 3D printing and
direct-write lithography. We protect our proprietary technologies through contractual
confidentiality obligations and dedicated IP protection measures. Our core technologies also adopt
advanced encryption and one-way engineering; for example, key algorithms in our servo drives are
converted into encrypted binaries that remove readable code and design structures, making them
effectively impossible to copy or reverse-engineer.
Frameless Torque Motors
Torque motors are specialized electric motors designed to
deliver high torque at low speeds and are widely used in cobots to
enhance accuracy and repeatability. Our frameless torque motors,
as compact direct drive actuators, eliminate traditional
mechanical transmission components, enabling tight integration,
smooth motion and high responsiveness. They are critical
enablers for cobots, humanoid joints and high precision
automation, particularly in space constrained and dynamic
applications. Our product portfolio covers a range of low voltage
frameless motors suitable for different sizes, payloads and speed
requirements, and is applied in areas such as industrial
automation, palletizing and other high precision use cases.
Key features of our frameless torque motors include: (i) enhanced torque through optimized
pole-slot and magnetic circuit design, achieving up to 72 Nm and 18.7 Nm/kg — about 20% above
international peers, (ii) superior heat dissipation enabled by high-conductivity epoxy and advanced
vacuum potting for cooler, more reliable operation, (iii) low loss and high efficiency with slot
geometry and winding processes that deliver over 85% slot fill rate, reducing resistance and
boosting torque output, and (iv) high product consistency achieved through automated precision
manufacturing, maintaining phase resistance and inductance imbalance below 1%.
Servo Drives
Servo drives serve as the execution core of
robotic motion control systems, directly affecting
responsiveness, accuracy and system stability.
Leveraging over two decades of development
experience, we have integrated FPGA based control
architecture with the EtherCA T communication
protocol to support high frequency, low latency multi
axis coordination. Our dual drive module design
enables flexible integration and space efficiency, while
proprietary system identification and auto tuning
capabilities enhance performance under dynamic
operating conditions.
BUSINESS
– 151 –


--- page 162 ---
Key features of our servo drives that enhance performance in robotic motion control systems
include (i) safety, achieved through advanced control architectures that ensure reliable operation;
(ii) precision, enabled by high order trajectory planning and feedforward control that minimise
tracking errors; (iii) vibration and jitter suppression, delivered through mechanical resonance
suppression and iterative learning algorithms; and (iv) encoder protocol compatibility, supporting
BiSS, EnDat, 1Vpp analogue and TTL incremental interfaces for flexible system integration.
Joint Modules
Joint modules are integrated assemblies that combine core motion components into a single
unit to enable precise and efficient robotic joint movement. We offer two types of joint modules:
cobot joint modules and humanoid joint modules. The cobot joint modules are designed to enhance
flexibility, precision and ease of maintenance for industrial cobot applications, while the humanoid
joint modules support human like movements with high dexterity and strength, making them
suitable for dynamic tasks across various industries.
Cobot Joint Module Humanoid Joint Module
Cobot Joint Module
The cobot joint module is designed to enhance cobot performance through a dual-joint design
that integrates two joints into a single module, improving flexibility, motion efficiency and ease of
maintenance in constrained spaces. Built on proprietary direct-drive motors and servo systems with
a modular design, it balances performance and cost-effectiveness. Our cobot joint modules cover a
wide range of models from lightweight to heavy-duty, explosion-proof configurations, and are
applied across industrial automation, medical and service applications, as well as research and
education scenarios.
Key features of our cobot joint module include (i) a dual joint modular design that integrates
two joints into one module to optimise kinematics and singularities, enhancing flexibility and
reducing maintenance complexity; (ii) high integration of core components, combining self
developed hollow motors, high response servos, precision encoders and torque sensors for
integrated drive-control-sensing with high precision and reliability; (iii) precision and accuracy,
achieving repeat positioning accuracy up to 0.015 mm and absolute positioning accuracy of 0.15
mm with power off memory; and (iv) high protection and reliability, featuring an IP66 rating for
dust and water resistance and EtherCA T control for fast, stable communication.
BUSINESS
– 152 –


--- page 163 ---
Humanoid Joint Module
The humanoid joint module is designed to enable humanoid robots to perform human like
movements with high agility and precision, supporting applications that require flexibility such as
walking, object manipulation and balance control. It is applicable across multiple robot
configurations, including upper and lower limbs as well as the torso and head, and is suited for
dynamic and complex use cases in industrial automation, medical assistance and service robotics
where human like interaction and dexterity are required.
Key features of our humanoid joint module include (i) an integrated, modular design that
combines dual encoders, a torque sensor, brake, reducer, torque motor, drive system and
temperature sensors into a compact, high torque density unit with strong disturbance resistance; (ii)
a lightweight and compact structure; (iii) precise control and high dynamic response enabled by
dual absolute encoders, advanced force control algorithms, low jitter and high repeatability; (iv) a
2 kHz control frequency that ensures smooth, agile movement in high intensity tasks; and (v)
versatile compatibility for arm, leg, neck and waist joints.
Precision Motion Platforms
Precision motion platforms are advanced mechanical systems designed to deliver ultra fine,
stable and accurate multi axis motion for applications where precise positioning is critical, such as
gene sequencing, optical communications and semiconductor manufacturing. Our offerings include
XY(T) precision motion platforms, which are designed for high speed, high stability planar motion
and are well suited for applications such as line scan imaging and inspection requiring smooth and
continuous horizontal movement, and Z precision motion platforms, which focus on high precision
vertical positioning with fast response and are suitable for short stroke, high frequency applications
such as micro alignment, focusing and precision lifting in industrial and scientific environments.
The following pictures present our representative precision motion platforms:
XY(T) precision motion platform Z precision motion platform
Our Precision Motion Platforms can be applied in gene sequencing instruments, where
extremely stable, high precision movement is needed to support high speed line scan imaging. Our
solution includes an XY(T) motion platform designed for accurate linear motion correction and an
ultra responsive Z axis platform for precise focus control. Together, they provide nanometer level
positioning accuracy, low velocity fluctuation, reduced vibration, and compatibility with demanding
installation requirements, making them suitable for sequencing applications with stringent
throughput and reliability needs.
BUSINESS
– 153 –


--- page 164 ---
OUR TECHNOLOGIES
Grounded in robust core motion component capabilities, we have achieved vertical integration
across the cobot value chain, establishing full-stack capabilities encompassing core motion
component development, cobot hardware design and manufacturing and intelligent control platform
development. This integrated approach ensures interoperability between each component, allowing
for optimal cobot performance and reliability.
Core Motion Component Development Platform
We possess comprehensive in-house development capabilities across all core motion
components critical to cobots, including torque motors, servo drives, reducers and joint modules.
 Motor development . Our motor development is driven by over two decades of expertise
in electromagnetic design, enabling us to produce frameless torque motors with power
density, efficiency and reliability. These motors serve as the power source for cobots,
humanoid robots and precision motion platforms, designed to meet the needs of both
industrial automation and advanced robotics.
 Servo Drive Development . We are the leader in servo drive technology development,
with proprietary control algorithms integrated into FPGA-based control architecture and
EtherCA T communication. This integration provides high synchronization, low latency
and real-time precision for multi-axis control in dynamic robotic applications,
establishing our servo drives as a cornerstone of high-performance robotic systems.
 Module Design and Production . We were the first company globally to apply a
dual-joint module design to cobots. This dual-joint module combines precision and
load-bearing capability with high flexibility, ideal for applications requiring compact
designs and robust performance. These modules incorporate our deep knowledge of
motor, servo drive and reducer integration, allowing us to design innovative solutions for
evolving applications in robotics, automation and service robotics.
By developing torque motors, servo drives and joint modules in-house, we can design cobots
that are more compact, precise, and reliable. For example, torque motors, which generate rotational
force directly, allow for slimmer cobot arms that can operate in tight spaces, while servo drives,
responsible for controlling the motion and position of the motors, enable smoother, more
coordinated movements that are critical for tasks like electronics assembly or delicate material
handling. The dual-joint module design, which integrates multiple motion components to provide
rotational movement and support, can be used to create cobots with greater flexibility and load
capacity, making them suitable for both lightweight pick-and-place operations and heavier
industrial tasks. This level of integration also allows for easier maintenance, faster upgrades, and
the ability to quickly tailor cobots to specific customer requirements or new applications.
Robot Control System
We have developed a robot control system that integrates technologies in motion, safety,
trajectory planning and compliance. This system ensures the precise, reliable and adaptive operation
of our cobots.
 High-Performance Robotic Control System . This system integrates the HRApp plugin
platform and robot scription, utilizing EtherCA T to achieve a control frequency up to
2kHz. The system incorporates advanced kinematics and dynamics algorithms to realize
safe, precise, and real-time operations.
BUSINESS
– 154 –


--- page 165 ---
 High-Precision Motion Control . This system identifies and compensates kinematic and
high-order dynamic flexibilities, enabling precise end-effector control to address the
kinematic errors and structural flexibility issues cobots may experience in high-
precision operational scenarios. This technology reduces errors caused by joint stiffness
and compliance, achieving absolute positioning accuracy of 0.15 mm.
 Safety Protection Control . We have adopted a dual-channel redundant safety controller
system with real-time collision detection and protection algorithms operating at a 0.5 ms
response time. The system includes real-time collision protection, dynamic safety zone
planning, and momentum/power constraint monitoring, enabling proactive deceleration
or stop responses upon detecting potential collision risks.
 Adaptive Compliance Control . We have independently developed a high-precision
adaptive force control algorithm with a control accuracy of 1 Newton, referring to the
minimum controllable force deviation at the end effector, to address uncertainties cobots
encountered in workpiece position, material stiffness, and contact force. Additionally, a
model-based, sensorless compliant drag teaching technology allows the cobot to
perceive external forces and perform smooth, natural drag movements, reducing
teaching complexity and enhancing operational flexibility.
 Online Optimal Trajectory Planning . We have adopted an online optimal trajectory
planning algorithm under high-order dynamic constraints to balance cycle time and
motion smoothness during robot operations. This method takes into account factors such
as speed, acceleration, joint load, and structural flexibility to precisely control robot
motion profiles, improving operational efficiency and meeting the demands of industrial
applications.
 Multi-Axis Coordinated Motion Control . We have developed our proprietary
coordinated motion planning technology for robots and auxiliary axes to address
planning and coordination challenges in scenarios involving cobots with external axes or
multi-robot collaboration. Such technology enables precise, synchronized multi-channel,
multi-robot trajectory planning, overcoming issues of poor coordination and low
synchronization accuracy, and is suited for complex production lines, automated
machining units, and logistics handling systems.
Cobots with advanced robot control system can deliver accurate and safe operation in
industrial environments. For instance, high-frequency control and advanced kinematics allow
cobots to perform precision assembly or machining tasks with minimal error, even when handling
small or delicate parts. The safety controller ensures that the cobot can work alongside humans by
instantly detecting and responding to collisions, making it suitable for collaborative workstations.
Adaptive compliance control enables the cobot to handle objects with varying stiffness or to
perform tasks like polishing or insertion without damaging parts. Multi-axis coordination allows
several cobots, or cobots with external axes, to work together seamlessly on complex production
lines, increasing throughput and flexibility.
HRC Embodied Intelligence Control Platform
Our HRC Embodied Intelligence Control Platform is an integrated control system that enables
multimodal perception, automatic decision-making and high-precision execution for intelligent
human-robot collaboration. Serving as the foundational layer for scenario-based development and
application scalability across our cobot product portfolio, the HRC platform supports our customers
in developing cobot applications that involve dynamic, real-time interaction between cobots and
their environments in diverse industrial settings. For details about multimodal perception based on
the HRC platform, see “— Our Product Portfolio — Collaborative Robots — Our HRC Embodied
Intelligence Control Platform.”
BUSINESS
– 155 –


--- page 166 ---
Logistic-centric Decision-Making and Model Architecture
Our HRC platform is built around a logistic-driven decision-making paradigm that emphasizes
contextual reasoning according to multimodal input based on pre-defined algorithm pool, enabling
cobots to respond adaptively in complex industrial environments.
At the core of this capability is FlexMind, our proprietary engineering platform designed to
support scenario-specific logic development and simulation. The platform includes multiple
technical modules that assist engineers in defining, validating and optimizing rule-based control
logic for cobot applications.
FlexMind incorporates a structured architecture consisting of: (i) foundational configuration
templates developed using advanced representation models, which assist engineers in generalizing
across common motion and perception configurations, (ii) vertical scenario modules based on
domain specific data such as visual force trajectory sequences, enabling engineers to design and
optimize logic workflows tailored to industrial tasks including welding, insertion and palletizing,
and (iii) high performance simulation and validation tools that allow engineers to evaluate rule
based logic under dynamic operating conditions and test response strategies across complex
scenarios.
FlexMind accelerates logic development and enhances deployment efficiency, supporting
broad adaptability across complex industrial application scenarios. Logistic-centric decision-
making allows cobots to make context-aware choices during operation. For example, a cobot
equipped with this technology can dynamically adjust its workflow if it detects a missing part, an
unexpected obstacle, or a change in production priority. The FlexMind platform enables engineers
to quickly develop and simulate new task logic, so cobots can be rapidly reprogrammed for different
jobs — such as switching from welding to palletizing — without extensive downtime. This
adaptability is especially valuable in industries with high-mix, low-volume production, where
flexibility and quick changeovers are essential.
Knowledge Embedding and Process Generalization
Complementing our model-driven reasoning system, we have developed SkillBank, a
structured knowledge repository of reusable task modules. Each module encapsulates motion
primitives, tool parameters and logic transitions for a defined task, such as arc-start welding,
compliant insertion torque-limited fastening. These modules are fully interoperable with FlexMind
models and can be invoked through the HRC platform for fast deployment.
Together, FlexMind and SkillBank support structured logic reuse across tasks and scenarios,
enabling rapid configuration and reducing deployment cycle time.
Real-time Execution and Precise Control
Our execution system integrates rule-based logic with low-latency actuation. We have
developed real-time control algorithms, including mechanical compensation, force trajectory
modulation and anti-vibration control, which enable continuous and precise motion. The HRC
platform operates o na1m s control loop based on EtherCA T, enabling synchronization across
multiple degrees of freedom with millimeter-level accuracy.
Cobots use real-time control algorithms and a fast 1 ms control loop to achieve smooth,
accurate movements, even when performing complex tasks like force-guided assembly or
vibration-sensitive operations. The advanced vision control system enables cobots to process
high-resolution sensor data quickly, allowing them to adapt instantly to changes in their
environment and maintain precise positioning during tasks such as inspection or pick-and-place in
dynamic settings.
BUSINESS
– 156 –


--- page 167 ---
Through the integration of sensing, structured logic and real-time execution, our system
enables scalable, scenario-optimized cobot behavior that supports complex industrial applications.
Safety Technologies
Our core safety technologies encompass virtual wall technology, Dynamic Fencing technology
and e-skin technology, which can be deployed together for agile collision evasion and adjustment,
enabling our cobots to operate efficiently and safely within the human workspace. As a testament
for our safety technologies, we have received safety certifications such as RoHS, CE-MD, ISO
15066, ISO 13849, and CE-EMC.
We apply these safety technologies to enable the cobots to detect and avoid collisions with
people or objects in real time. These technologies allow cobots to operate safely alongside humans,
automatically stopping or adjusting their path when someone enters a restricted area, and ensuring
compliance with international safety standards.
Virtual Wall Technology
Virtual wall technology is a critical safety feature designed to define and enforce restricted
operating zones for cobots to prevent unintended collisions. This technology allows operators to
create either planar or volumetric restricted areas that the cobots must not enter. When the cobot
approaches or crosses into these zones, it automatically halts and triggers an error. To resume
operation, the cobot must be reset and repositioned into the pre-defined safe area. In planar mode,
the boundary is defined using the Z-axis of the user coordinate system, separating safe and
restricted zones along a flat surface. In spatial mode, a rectangular three-dimensional exclusion
zone is created through either two-point or single-point teaching. Two-point teaching defines
opposite corners of the restricted space, while single-point teaching sets a central point and extends
boundaries along the X, Y , and Z axes. The system actively monitors the direction of the cobot’s
movement and dictates whether the cobot moves or pauses. This technology is essential for ensuring
controlled, predictable, and safe robotic operation in human-robot collaborative environments.
Dynamic Fencing Technology
We install safety electronic fences or laser radars at the entrances and key positions of the
cobot’s working area to detect whether personnel or objects enter its proximity. If an intrusion is
detected, the electronic fences will be triggered, causing the cobot to stop moving. We have
equipped our cobots with high-sensitivity force sensors and a six-dimensional real-time force
control system. In precise free-drive mode, the drag positioning accuracy is within 1 millimeter,
which is crucial for teaching arc initiation and termination points in welding scenarios.
E-Skin Technology
E-skin technology is an advanced safety system designed to enhance human-robot interaction
by enabling cobots to detect and respond to nearby objects without physical contact. The
non-contact safety e-skin uses conductive sensing to detect the approach of conductive materials —
including humans, metals, and liquids — within a 15 cm radius. When such an object enters this
zone, the cobot slows down or stops within milliseconds to prevent collisions. Once the object exits
the detection zone, the cobot resumes its programmed path. While in operations, e-skin
demonstrates rapid response times — detecting objects in 16 milliseconds and initiating
deceleration within 100 milliseconds. By integrating real-time environmental sensing directly onto
the cobot body, non-contact e-skin significantly improves both operational safety and the cobot’s
ability to work dynamically alongside human workforce.
BUSINESS
– 157 –


--- page 168 ---
RESEARCH AND DEVELOPMENT
We are committed to advancing robotic motion control technologies and their practical
applications. Our R&D efforts integrate key technologies across the entire development cycle, from
core component development to advanced control systems, enabling us to design and deliver
competitive cobot and core motion component products. Our R&D efforts have all been performed
in-house. We have not in-licensed any material intellectual property rights or outsourced R&D
processes to third parties. We generally do not undertake any research and development projects in
collaboration with third parties. During the Track Record Period, our research and development
expenses were RMB55.4 million, RMB85.7 million, RMB47.3 million, RMB33.9 million and
RMB51.0 million in 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025,
respectively, accounting for 50.6%, 48.8%, 15.2%, 16.4% and 18.1% of our total revenue in each
respective period, and representing 50.8%, 44.6%, 46.5%, 46.0% and 38.0% of our operating
expenditure in each respective period. During the Track Record Period and up to the Latest
Practicable Date, there was no legal claim or proceeding that may have an influence on the R&D
of our Specialist Technology Products.
R&D Team and Core Members
Our R&D team is structured into two key areas: a fundamental research team, focused on
product development, and an applied research team, dedicated to supporting downstream equipment
suppliers. As of September 30, 2025, our R&D team consisted of 159 industry experts and senior
engineers experienced in the robotics field. Our core R&D team members have an average of over
10 years of experience in motor and servo control technologies, with strong academic background
and extensive domestic or overseas working experience in reputable technology companies.
We have identified core R&D members based on their leadership in major technology
roadmaps, expertise in areas such as motor control, AI algorithms and motion systems, and their
contributions to the design and commercialization of our products. The following table outlines the
profiles of our core R&D members:
 Mr. Wang Guangneng ( ˮΈঐ), the founder and general manager of our Company, holds
both a bachelor’s and a master’s degree from Beihang University. With over 20 years of
technical experience in motors and drives, Mr. Wang worked at ASM Technology
Singapore Pte. Ltd. (currently known as ASMPT Singapore Pte. Ltd.) a leading global
provider of semiconductor assembly and packaging equipment, as well as at Han’s Laser,
where he focused on R&D in electronics and control systems. During his tenure at Han’s
Laser, he led the team that developed and commercialized the digital galvanometer,
earning the second prize of the National Technological Invention Award. Mr. Wang is a
leader of national major projects and has been recognized as an expert in the strategic
expert database by the Guangdong Provincial Development and Reform Commission, an
expert in the Shenzhen expert database, and a robotics industry expert. He has received
numerous accolades, including the second prize of the National Technological Invention
Award, first, second and third prizes of the Guangdong Science and Technology Award,
and first, second and third prizes of the Shenzhen Science and Technology Progress
Award, as well as the Shenzhen Technological Invention Award. As an inventor, Mr.
Wang has contributed to 211 patents as of the Latest Practicable Date. As of the Latest
Practicable Date, Mr. Wang beneficially owned 3.15% of the total issued share capital
of the Company. In addition, Mr. Wang ultimately controlled 35.84% voting rights,
which are attached to the 25.10%, 4.20%, 1.73%, 0.81%, 1.91%, 1.11%, 0.55% and
0.42% of the total issued share capital of our Company held by Zhirentuan, Zhirenxing,
Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun, respectively.
BUSINESS
– 158 –


--- page 169 ---
 Mr. Zhang Guoping ( ੵ਷̻), the co-founder and CTO of our Company, holds both a
bachelor’s and a master’s degree from Beihang University. He has over 20 years of
technical experience in the field of electronics engineering, having worked at ASM
Assembly Automation Ltd. as well as at Han’s Laser. Mr. Zhang has led numerous
national, provincial and municipal R&D projects and has been recognized as a high-level
talent in Shenzhen. He has received accolades such as the Guangdong Science and
Technology Award and has been honored as an expert in the Shenzhen expert database,
as well as in power electronics and servo control. As an inventor, Mr. Zhang has
contributed to 204 patents as of the Latest Practicable Date. As of the Latest Practicable
Date, Mr. Zhang beneficially owned 0.45% of the total issued share capital of the
Company, and was a limited partner of Zhirentuan and Zhirenle, respectively, holding a
total of 3.05% partnership interests therein.
 Mr. Du Weimin ( Ӂሊ͏), our technical director, holds a bachelor’s degree in Electrical
Engineering and Automation and a master’s degree in Motors and Electrical Appliances
from Henan Polytechnic University. With over 10 years of experience in motor design,
he is well-versed in various motor principles, processes, applications and development.
Mr. Du is responsible for the design and development of all motors used in our cobot
arms, enhancing their performance and expanding their application scenarios. As of the
Latest Practicable Date, Mr. Du was a limited partner of Zhirenying and Zhirenle,
respectively, holding a total of 0.06% partnership interests therein.
 Mr. Hao Y u ( ৠຄ), the head of our AI department, has over 15 years of extensive
experience in automation, industrial vision and AI intelligence. He holds both a
bachelor’s and a master’s degree from the University of Science and Technology of
China. Mr. Hao has held significant positions at internationally renowned companies
such as ASM Technology Hong Kong Limited, Huawei and Han’s Laser. He has been
actively involved in and led numerous national and provincial research projects, tackling
critical technological challenges. Since joining the company, Mr. Hao has spearheaded
the development of the robotic vision system and the no-teach intelligent welding
products, driving technological innovation within the industry and enabling the
multifaceted application of robots in various production stages. He is also responsible
for creating and managing an industrial-grade AI embodied intelligence platform,
significantly advancing the industrial implementation of intelligent technologies. Mr.
Hao is the owner of several patents. As of the Latest Practicable Date, Mr. Hao was a
limited partner of Zhirenxing and Zhirenxue, respectively, holding a total of 0.21%
partnership interests therein.
 Mr. Gao Y uebo (تthe director of the drive department, oversees the development
of servo drives and precision motion platforms. He holds a bachelor’s degree in
Automation and a master’s degree in Power Electronics and Power Drives from Xi’an
University of Science and Technology. With 15 years of experience in hardware design
and development, Mr. Gao has been involved in numerous key provincial and municipal
projects focused on servo drive development. He has successfully achieved the domestic
mass production of drives for semiconductor assembly and testing equipment as well as
the localization of precision motion platforms for medical equipment. As of the Latest
Practicable Date, Mr. Gao was a limited partner of Zhirenxing and Zhirenxue,
respectively, holding a total of 0.20% partnership interests therein.
 Mr. Zhang Peng ( ੵᘄ), our robotics algorithm development manager, holds a master’s
degree in Mechanical Engineering and has nearly 10 years of experience in full-stack
development for cobots. He is an expert in algorithm architecture design and
implementation, with a primary focus on motion control and planning, kinematics and
dynamics analysis, as well as force-position compliance control for cobots. Mr. Zhang
leads a team in building a high-performance motion control platform for cobots,
achieving product implementation in high-precision control, dual-channel human-robot
BUSINESS
– 159 –


--- page 170 ---
collaboration safety and adaptive force-position control. He has also contributed to
several core patent innovations. As of the Latest Practicable Date, Mr. Zhang was a
limited partner of Zhirenxing and Zhirenxue, respectively, holding a total of 0.18%
partnership interests therein.
We maintain the stability of key management and technical teams through a diversified
compensation incentive system and comprehensive welfare protection mechanisms. Furthermore,
we have developed a structured talent program, regularly providing professional trainings, while
supporting our R&D personnel participating in industry summits to stay tuned to technological
advancement. Our key R&D personnel for our core business line remained stable during the Track
Record Period. In the event of termination of employment requested by a key staff, we closely
communicate with the staff members regarding the reason behind their departure by way of
feedback for us. We also recruit candidates with relevant knowledge and skills through online
recruitment, internal referrals and employment agencies, among others, to timely replenish our
talent pools and avoid the negative impact that could be caused by the departure of any key staff.
The salient terms of agreements with management and technical staff are set forth below:
 No conflict of interest . Employees must not engage in activities that conflict with our
business interests or work for competitors during employment.
 Confidentiality . Employees are required to protect our technical and commercial
confidential information during employment and within the agreed period after
termination of employment.
 Inventions arrangement . Intellectual property rights in inventions, designs, know-how
and intellectual property developed during the performance of employees’ duties or
while using our resources during employment are owned by us.
 Proprietary information arrangement . Employees must return all documents and
materials containing confidential or proprietary information upon termination of
employment. Departing employees are required to confirm, through a formal agreement,
that they waive any known or potential disputes with us, including those with respect
invention and proprietary information.
 Non-competition . During employment, employees must not engage in business activities
that compete with us without our prior written consent.
Our Key R&D Projects
We have continuously invested in R&D projects since our inception to advance our
technologies. The following chart illustrates the details of some of our ongoing key R&D projects
as of the Latest Practicable Date:
No. R&D Area R&D Project Descriptions
1. /H1118/H1118Hardware/Cobot
Development
New Force-Control Joint
Module Development
Focusing on enhancing collaborative
robots with advanced force feedback
capabilities to improve safety and
precision in various applications.
2. /H1118/H1118Cobot Development Elfin-Pro Vision Project Aiming to develop robotic arms
integrating internal wiring with AI
vision technology to create a closed-
loop “perception- decision-execution”
system for online inspection, intelligent
decision-making, and guidance
BUSINESS
– 160 –


--- page 171 ---
No. R&D Area R&D Project Descriptions
3. /H1118/H1118Control System
Development
Next-Generation
High-Performance Robot
Control System Upgrade
Developing upgraded iterations of HRC
platform
4. /H1118/H1118Servo Algorithm
Development
Servo Parameter
Optimization Project
Optimizing servo parameters to enhance
performance and precision, with a focus
on vibration suppression and auto-
tuning.
5. /H1118/H1118Motor Development M Sense motor Process
Improvement Project
Focusing on power density, efficiency
improvement and operational
smoothness.
6. /H1118/H1118Precision Motion
Platform
Development
Wafer Air-Floating
Platform XY(T) Project
Developing advanced air-floating
platforms for precision applications in
semiconductor testing.
7. /H1118/H1118Humanoid Robot Joint
and Arm
Development
Humanoid Robot Project Developing humanoid robot joints and
arms with a focus on high torque
density, dynamic precision control and
ultra-compact integration.
Our R&D Process
Our R&D process follows a structured framework that takes into account key factors such as
customer demand, feasibility analysis, technological advancements and use cases. Our R&D
process primarily includes (i) concept stage, where we assess customer needs and market demand
to initiate projects; (ii) design stage, where system requirements are defined and module level
design documentation is completed; (iii) development and testing stage, where detailed design,
prototyping and system testing are carried out; and (iv) verification and commercialization stage,
where trial production is reviewed and products proceed to mass production upon meeting required
standards.
INTELLECTUAL PROPERTY RIGHTS
We believe that our intellectual property rights are critical to our continued success. We have
taken the following key measures to protect our intellectual property rights, including (i)
establishing a dedicated intellectual property management team to oversee the identification,
protection and enforcement of our intellectual property; (ii) developing and maintaining a robust
patent portfolio to secure our core technologies and actively enforcing intellectual property rights
through legal action when necessary; (iii) implementing confidentiality agreements with employees,
partners and suppliers to safeguard sensitive business information and trade secrets; and (iv)
regularly reviewing and updating our intellectual property strategy to ensure continued protection
of our innovations in response to market changes and technological advancements.
As of the Latest Practicable Date, we held 238 patents across multiple jurisdictions, including
94 invention patents, 65 utility model patents and 74 design patents (totaling 233 patents) in the
PRC, one in the European Union, one in South Korea, two in the United States and one in Japan.
We also held 53 software copyrights, 113 registered trademarks in the PRC and two registered
trademarks in Hong Kong as of the Latest Practicable Date. Our intellectual property rights cover
key technical areas as illustrated in the table below. We believe that we had sufficient intellectual
property protection in place to cover the material aspects of each of our major Specialist Technology
products or services as of the Latest Practicable Date.
BUSINESS
– 161 –


--- page 172 ---
The table below sets forth the key intellectual property rights corresponding to the core
technologies applied in our Specialist Technology Products:
Patent Number Patent Title
Corresponding
Product Core Technology
Function/
Application Scenario Date of grant Expiry date
201810561211.0 /H1118/H1118Absolute position
measurement using
dual incremental
encoders (“ ᕐᄣඎ
όᇜᇁኜ಻ඎഒ࿁
ձༀໄ”)
Cobot Encoder parsing
technology
Reduces encoder costs
for modules by
enabling absolute
position sensing with
dual incremental
encoders.
01/01/2021 01/01/2041
201911006991.3 /H1118/H1118Encoder group position
compensation
method for robotic
modules (“ ᇜᇁኜଡ଼
eዚ
ኜɛᅼଡ଼Зໄ໾Ꮅ
ج)”
Cobot Module-level
position
compensation
Improves absolute
positioning accuracy
of the robotic
modules.
08/19/2022 08/19/2042
202210025909.7 /H1118/H1118Safety control circuit,
control method and
servo driver (“ τΌ
છՓཥ༩eછՓ˙
ᚨਗኜ”)
Cobot Robot body drive Complies with
ISO13849 functional
safety standard and
improves usability.
12/08/2023 12/08/2043
202210153487.1 /H1118/H1118Singularity avoidance
method for robotic
wrist joints (“ ɓ၇
ዚኜɛഡᗫືփମ
ʿӻ୕”)
Cobot Wrist joint
singularity
avoidance
Improves trajectory
execution and
passability through
wrist joint
singularities in non-
attitude- constrained
processes such as
palletizing or
welding.
02/20/2024 02/20/2044
202210502576.2 /H1118/H1118Servo driver, servo
system and robot
(“؂
ӻ୕ʿዚኜɛ”)
Cobot Robot body drive Improves reliability,
redundancy control
and safe brake
release.
06/27/2023 06/27/2043
202210533020.X /H1118/H1118Robot controls and
robots (“ ዚኜɛછ
Փ ༀໄձዚኜɛ ”)
Cobot Robot controller
software
Improve the operational
performance of
cobots
12/07/2024 12/07/2044
202210556095.X /H1118/H1118A modular multi-robot
collaborative
control method (“ ɓ
၇ᅼ෯ʷεዚኜɛ
ج)”
Cobot Robot control
system
Enhance multi-robot
collaborative
operations
05/25/2023 05/25/2043
202210598478.3 /H1118/H1118ɓ၇՘Ъዚኜɛ৷ၚ
εෂชፄΥ಻൷
ӻ୕ (“A type of
high-precision
multi-sensor fusion
ranging system for
cobots”)
Cobot Multi-mimetic
sensor technology
Improve the safety of
cobot operations
12/07/2024 12/07/2044
BUSINESS
– 162 –


--- page 173 ---
Patent Number Patent Title
Corresponding
Product Core Technology
Function/
Application Scenario Date of grant Expiry date
202210652748.4 /H1118/H1118Automated welding
method
and system based
on collaborative
robots (“׵
Іਗ
ʿӻ୕”)
Cobot Cobot welding
process package
Adds support for laser
and argon arc
welding processes,
thereby expanding
application scope.
05/23/2023 05/23/2043
202210208702.3 /H1118/H1118Cobot control methods,
devices, cobots and
storage media (“ ՘
છՓ˙
eༀໄe ՘Ъዚ
ኜɛձπᎷʧ ሯ ”)
Cobot Robot controller
software
Improve the operational
performance of
cobots
05/31/2024 05/31/2044
202210408266.4 /H1118/H1118Cobot control methods,
devices, computer
equipment, and
storage media (“ ՘
ЪዚኜɛછՓ˙
ၑዚ
ண௪ձ πᎷʧሯ ”)
Cobot Robot controller
software
Improve the operational
performance of
cobots
06/14/2024 06/14/2044
202211127334.6 /H1118/H1118Collision detection
method for robotic
arms (“ຠ
eༀໄ
ၑዚண௪”)
Cobot Hardware-level
collision
detection
Optimizes collision
detection
performance for real-
time applications in
complex
environments.
10/31/2023 10/31/2043
202210018402.9 /H1118/H1118Servo drives, drive
methods and
equipment (“ᚨ
ਗኜ,ʿண
௪”)
Servo
driver
Robot motor control Improve the operational
performance of
motors
08/29/2023 08/29/2043
202211245209.5 /H1118/H1118Auto-tuning method
and system for
servo driver
parameters (“؂
֛
ၑ
ዚண௪”)
Servo
driver
System identification Enables automatic
tuning of servo
parameters without
manual intervention.
02/20/2024 02/20/2044
202210342575.6 /H1118/H1118Motor control method
and system for
serve driver (“ ཥዚ
eༀໄe
ၑዚண௪ձᎷπ
ʧሯ”)
Torque
Motors
Robot controller
software
Improves joint motor
control efficiency
06/27/2023 06/27/2043
202310722875.1 /H1118/H1118PID parameter
determination for
robot motors (“ ዚኜ
ɛཥዚPID֛
ၑ
ዚண௪”)
Torque
Motors
Robot motor control Improves accuracy and
stability of joint
control.
07/18/2023 07/18/2043
BUSINESS
– 163 –


--- page 174 ---
Patent Number Patent Title
Corresponding
Product Core Technology
Function/
Application Scenario Date of grant Expiry date
202210444972.4 /H1118/H1118Positioning platform
and system (“З
Зӻ୕”)
Precision
motion
platform
Magnetic spring
suspension
Enables adjustable
hovering position and
improved precision.
02/20/2024 02/20/2044
202111518267.6 /H1118/H1118A cable installation
structure (“ ɓ၇ᗫ
ືᅼଡ଼ᇞ᝙τༀഐ
࿴ʿᗫືᅼଡ଼”)
Joint
module
Joint module cable
installation
structure
Enhances the reliability
of internal electrical
harnesses in the joint
and reduces the
complexity of
installation
operations.
04/12/2024 04/12/2044
202210465206.6 /H1118/H1118Electromagnetic brake
control device and
electromagnetic
brake equipment
(“ཛྷછՓༀໄ
ཛྷண௪”)
Joint
module
Robot control
technology
Enhance the safety and
precision of robot
08/12/2023 08/12/2043
202210986793.3 /H1118/H1118Joint module and
collaborative robot
(“ᗫືᅼଡ଼ʿ՘Ъዚ
ኜɛ”)
Joint
module
Joint module
encoder
installation
structure
Improves the reliability
of the joint encoder
and enhances
protection level for
greater safety and
dependability.
07/12/2024 07/12/2044
202210652748.4 /H1118/H1118Automated welding
method and system
based on
collaborative robots
(“՘Ъዚኜ
Іਗʷଔટ˙
ʿӻ୕ ”)
Application
scenario
Robot controller
software
Enhance the
applicability of
welding robot
05/23/2023 05/23/2043
We confirm that all of the above listed intellectual property rights are significant for carrying
out the key functions of our Specialist Technology Products and no other material intellectual
property rights are directly applied in our Specialist Technology Products.
Intellectual Property Rights Protection
We may rely, in some circumstances, on trade secrets and/or confidential information to
protect aspects of our technology. We have entered into confidentiality agreements and non-
competition agreements with all employees who have access to trade secrets or confidential
information about our business. Our employees are generally required to enter into a standard
employment contract that includes a clause acknowledging that all inventions, trade secrets,
developments and other processes generated by them during their employment with us are our
properties and assigning to us any ownership rights that they may claim in those works. During the
Track Record Period and up to the Latest Practicable Date, we did not have any material disputes
or any other pending legal proceedings of intellectual property rights with third parties.
We also own a number of registered trademarks and pending trademark applications. During
the Track Record Period and up to the Latest Practicable Date, we had registered trademarks for our
Company and our corporate logo in China and other jurisdictions and are seeking trademark
protection for our Company and our corporate logo in other jurisdictions where available and
appropriate.
BUSINESS
– 164 –


--- page 175 ---
During the Track Record Period and up to the Latest Practicable Date, we were not involved
in any material legal, arbitral or administrative proceedings or claims of infringement of any
intellectual property rights in which we may be a claimant or a respondent. Our Directors confirm
that they are not aware of any legal, arbitral or administrative proceedings of infringement of any
third parties’ intellectual property rights by us during the Track Record Period and up to the Latest
Practicable Date.
COMMERCIALIZATION
We are a company specializing in cobots and core motion components, seeking to list on the
Main Board of the Stock Exchange under Chapter 18C of the Listing Rules, on the basis that, among
other things, we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial
Company (as defined in the Listing Rules) with reference to our expected market capitalization at
the time of Listing. We have adopted a transaction-based model for the sales of our products. Since
the launch of our first cobot in 2017, we have achieved rapid commercialization of both cobot and
core motion component products over the past decade. As of the Latest Practicable Date, we had
achieved the successful commercialization of two major cobot series and all core motion component
products. The following table illustrates the key commercialization timelines of our major products,
reflecting our sustained commitment to the commercial application of advanced technologies:
Specialist Technology Products Launch
Start of
Revenue
Generation
Mass
Production
Cobots
E Series
Elfin-Basic /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2017 2018
Elfin-Pro /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182023 2023 2023
Elfin-Ex /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182021 2021 2022
S Series /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182023 2023 2023
S20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182023 2023 2023
S30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182024 2024 2024
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182023 2023 2023
Core Motion Components
Frameless Torque Motors
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2023 2018
Servo Drives /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2018 2018
Joint Modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182017 2018 2018
Precision Motion Platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182018 2018 2018
Note:
(1) We launched frameless torque motors in 2017 and utilized them in our products since 2018 without offering them as
a standalone product. We began to offer frameless torque motors as part of our core motion component products in
2023.
Our industry consultant, Frost & Sullivan, confirms and our Directors and Joint Sponsors are
of the view that each of our products and services fall within an acceptable sector of a Specialist
Technology Industry, namely, Robotics and Automation under Advanced Hardware and Software as
defined under Chapter 18C of the Listing Rules, on the basis that (i) all of our cobot products
involve the engineering of robots, computer software and machines for the improved performance
of tasks and/or automation processes, and all such cobot products are sensor-driven and
programmable products and thus fall within the definition of smart product designs; (ii) all of our
core motion components, including frameless torque motors, servo drives, joint modules and
precision motion platforms, constitute “enabling technologies” for the development of robot
technology as contemplated under Chapter 18C of the Listing Rules, which provide essential motion
control, precision and actuation capabilities that are fundamental to the development and
BUSINESS
– 165 –


--- page 176 ---
advancement of robotic and automated systems, and directly contribute to the engineering of robots
for the improved performance and automation of tasks and processes. We have met the revenue
requirement of HK$250 million to qualify as a Commercial Company in 2024 as set out in Rule
18C.03(4) of the Listing Rules.
Our customer engagement centers on delivering adaptable cobot products built on our high
performance core motion components and modular control software, allowing partners to manage
final deployment and scenario specific customization. Pre sales technical assessments involve our
sales, solution support and engineering teams working with customers to evaluate feasibility
through simulations, model matching and on site tests. After a solution is confirmed and contracts
are executed, we manufacture and deliver products according to customer specifications. Our
products typically carry 12–24 month warranties covering quality related defects, with repair or
replacement provided during the warranty period and optional maintenance services offered
thereafter at a reasonable cost.
We have experienced rapid business growth during the Track Record Period. The following
table sets forth a breakdown of our revenue by nature of products and services for the periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentages)
(Unaudited)
Sale of products /H1118/H1118/H1118108,943 99.5 174,076 99.3 308,202 99.3 204,341 99.1 280,033 99.7
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,133 59.5 120,257 68.6 235,509 75.9 158,060 76.6 207,565 73.9
– Core motion
components /H1118/H1118/H1118/H1118/H111843,810 40.0 53,819 30.7 72,693 23.4 46,281 22.4 72,468 25.8
Cobot services (1) /H1118/H1118/H1118499 0.5 1,304 0.7 2,239 0.7 1,883 0.9 847 0.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Note:
(1) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in
relation to our cobots sold to customers.
The following table sets forth a breakdown of our sales volume and average selling price
(“ASP”) by E Series and Series cobot products for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
Sales
V olume
ASP
(RMB)
E Series /H1118/H1118843 63,194 1,728 58,285 2,854 64,829 1,906 65,483 2,556 55,941
S Series /H1118/H1118 – – 93 86,753 310 79,378 191 82,729 808 56,388
The sales volume of both our E Series and S Series cobot products witnessed increasing trends
during the Track Record Period.
BUSINESS
– 166 –


--- page 177 ---
The ASP of E Series cobot products decreased from RMB63,194 in 2022 to RMB58,285 in
2023, and decreased from RMB65,483 in the nine months ended September 30, 2024 to RMB55,941
in the same period in 2025, whereas the gross profit margin for our E Series cobot products
remained relatively stable at 25.8% in 2022 and 25.5% in 2023, and increased from 35.6% in the
nine months ended September 30, 2024 to 37.3% in the same period in 2025. This was primarily
due to our (i) effective cost control measures, including negotiating lower procurement and
processing costs with core suppliers, adopting validated alternative materials for key components,
improving production processes to reduce wastage and labor input, and enhancing efficiency
through automation and optimized staffing, which led to reduced costs and sales prices; and (ii)
strategic sales price reductions to capture a larger market share. The ASP of E Series cobot products
increased from RMB58,285 in 2023 to RMB64,829 in 2024, primarily because of the significant
increase in the proportion of sales to overseas customers, including Neura Robotics. Our sales
prices to overseas customers are generally higher than those to domestic customers.
The ASP of S Series cobot products decreased from RMB86,753 in 2023 to RMB79,378 in
2024, whereas the gross profit margin for our S Series cobot products increased from 34.4% in 2023
to 40.4% in 2024, primarily attributable to the same reasons as those for the changes in the ASP and
gross profit margin for the E Series cobot products from 2022 to 2023 and from the nine months
ended September 30, 2024 to the same period in 2025 as mentioned above. The ASP of S Series
cobot products decreased from RMB82,729 in the nine months ended September 30, 2024 to
RMB56,388 in the same period in 2025, primarily because we increased the sales of S Series cobots
to a domestic customer for their deployment in consumer scenarios, where performance and payload
requirements are relatively low. Compared to higher-payload S Series cobots, the products we
provided to this customer required less torque, enabling the use of lower-cost motors, reducers and
other components. This results in a lower overall unit cost, and correspondingly lower selling price.
Given the relatively small revenue contribution of our core motion component business and
the wide variety of product models involved, the sales volume and ASP of such components may
not be directly comparable across periods or provide meaningful insight into our overall pricing
trends.
The following table sets forth our key operating metrics during the Track Record Period:
Y ear ended/As of December 31,
Nine months
ended/As of
September 30,
2022 2023 2024 2025
Number of new customers (1) /H1118/H1118/H1118/H1118239 306 390 299
Number of key customers (2) /H1118/H1118/H1118/H111838 55 77 62
Total number of customers /H1118/H1118/H1118/H1118298 493 525 478
Customer acquisition cost
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133.7 197.5 107.5 131.5
Key customer revenue
contribution (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872.9 76.6 82.9 84.9
Key customer retention rate (4)
(%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 86.8 83.6 80.4
Key customer net dollar
retention rate (%) (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 131.2 169.6 124.5
Notes:
(1) Refers to the number of customers that generated revenue for the first time during the relevant year/period.
(2) Refers to customers with revenue contribution of RMB500,000 or more during a given year/period.
(3) Refers to selling and distribution expenses divided by the number of new customers acquired during the
relevant year/period.
BUSINESS
– 167 –


--- page 178 ---
(4) Refers to the percentage of key customers in the previous year/period that made repeat purchases during the
current year/period.
(5) Refers to the percentage of recurring revenue generated from key customers in the previous year/period that
is retained from those same customers in the current year/period.
Our total number of customers increased from 298 in 2022 to 493 in 2023, and further to 525
in 2024, and amounted to 478 in the nine months ended September 30, 2025, primarily in line with
our business growth. Our number of new customers increased from 239 in 2022 to 306 in 2023, and
further to 390 in 2024, and reached 299 in the nine months ended September 30, 2025. The increase
in our key customer net dollar retention rate from 131.2% in 2023 to 169.6% in 2024 was primarily
driven by higher recurring revenue from existing key customers, reflecting their increased adoption
and expanded usage of our products and services. We recorded a key customer retention rate of
80.4% and key customer net dollar retention rate of 124.5% in the nine months ended September
30, 2025.
Our customer acquisition cost increased from RMB133.7 thousand in 2022 to RMB197.5
thousand in 2023, primarily due to an increase in selling and distribution expenses, particularly as
a result of higher employee compensation and increased sales and marketing activities in line with
revenue growth. Our customer acquisition cost then then decreased to RMB107.5 thousand in 2024,
primarily due to a decrease in selling and distribution expenses, as we optimized the efficiency of
our selling and marketing efforts by focusing on key customers in certain downstream application
scenarios and benefited from enhanced market recognition of our technology and products. This
allowed us to acquire a greater number of new customers with lower business promotion expenses,
resulting in a lower average customer acquisition cost. Our customer acquisition cost then increased
to RMB131.5 thousand in the nine months ended September 30, 2025, primarily due to higher
selling and distribution expenses, which were driven by our intensified promotional efforts that
contributed to an increase in sales volume.
PRICING
Our pricing policy is tailored to the technical specifications of each product type. Cobots are
typically priced considering factors such as payload capacity, precision and level of customization.
In addition, in terms of core motion components, frameless torque motors are generally priced based
on torque and torque density, with more advanced models reflecting higher performance levels.
Servo drivers are typically priced according to their ability to handle greater precision or larger
loads. Joint modules are generally priced depending on the number of joints, load capacity and
accuracy. For precision motion platforms, pricing varies according to the number of axes and
required precision. We aim to strike a balance between maintaining competitive pricing and
ensuring the long-term sustainability of our business by providing value to our customers. We
employ a tiered pricing model that adjusts based on factors such as purchase volume and the
strategic nature of the partnership. For example, for large-scale customers and strategic partners, we
may offer pricing that reflects the long-term collaboration potential. As advised by Frost & Sullivan,
the ASP of our products is in line with the industry range.
OUR SALES NETWORK
We adopt a scenario-centric go-to-market strategy centered on collaborative ecosystem
development with partners. Guided by this strategy, we have established strong relationships with
industry participants worldwide. As of the Latest Practicable Date, our products had been sold to
over 1,000 customers across over 50 countries and regions, with overseas markets contributing
37.9% of our total revenue in the nine months ended September 30, 2025.
BUSINESS
– 168 –


--- page 179 ---
The following table sets forth a breakdown of our revenue by geographic region for the
periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Chinese Mainland /H1118/H111880,729 73.8 128,936 73.5 154,542 49.8 105,792 51.3 174,846 62.2
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,191 16.6 31,190 17.8 124,328 40.1 78,982 38.3 83,167 29.7
– Germany /H1118/H1118/H1118/H1118/H111811,651 10.6 23,556 13.4 116,489 37.5 73,418 35.6 69,203 24.6
Americas /H1118/H1118/H1118/H1118/H1118/H1118/H11183,098 2.8 8,118 4.6 24,025 7.7 15,846 7.7 12,942 4.6
– United States /H1118/H11181,334 1.2 4,476 2.6 16,781 5.4 9,391 4.6 8,329 3.0
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,424 6.8 7,136 4.1 7,546 2.4 5,604 2.7 9,925 3.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Note:
(1) Primarily including other regions in Asia such as Malaysia and South Korea, as well as Australia.
We have established an extensive sales network through direct sales and distributors, ensuring
broad market coverage and diverse consumer touchpoints. Our direct sales customers mainly
include system integrators and end users. Our distributors are primarily established regional
industrial automation distributors with technical expertise and value-added services, as well as
specialized automation solution providers focusing on industries such as automotive, electronics
and machinery manufacturing. We strengthen ecosystem engagement by validating application
scenarios jointly with our customers, making our products a core components of our customers’
applications.
The following table sets forth a breakdown of our revenue by sales channels for the periods
indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Direct Sales
– System integrators
– Standardized
equipment
manufacturers /H1118/H111861,279 56.0 114,839 65.5 230,246 74.2 148,993 72.2 212,869 75.8
– Non-standardized
equipment
manufacturers /H1118/H111815,043 13.7 23,666 13.5 36,751 11.8 25,433 12.3 42,046 15.0
– Subtotal of system
integrators /H1118/H1118/H1118/H1118/H111876,323 69.7 138,505 79.0 266,997 86.0 174,426 84.6 254,915 90.8
– End users /H1118/H1118/H1118/H1118/H1118/H111825,634 23.4 22,202 12.7 24,218 7.8 18,682 9.1 11,034 3.9
Subtotal of direct
sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,957 93.2 160,707 91.6 291,215 93.8 193,108 93.6 265,949 94.7
Distributors /H1118/H1118/H1118/H1118/H11187,485 6.8 14,672 8.4 19,226 6.2 13,116 6.4 14,931 5.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
BUSINESS
– 169 –


--- page 180 ---
Direct Sales
During the Track Record Period, we derived substantially all our revenue from direct sales to
customers. Our direct sales customers primarily comprise: (i) system integrators, which include
standardized and non-standardized equipment manufacturers, and (ii) end users.
System integrators are companies that specialize in the design, assemble and implementation
of complete robotic or automation solutions tailored to a customer’s specific application needs with
our cobots as an integral component of these solutions. System integrators typically focus on
particular industries, possessing deep expertise in the downstream requirements and unique
technical processes of their respective sectors. Our major customers that are system integrators
operate across a range of sectors, including medical technology companies specializing in medical
hardware and software systems for medical aesthetics and rehabilitation therapy, providers of
intelligent equipment and automation solutions for industrial manufacturing, and robotics
companies focused on advanced automation and human-robot collaboration.
System integrators can be further classified into standardized equipment manufacturers and
non-standardized equipment manufacturers. Standard equipment manufacturers create turnkey
automation solutions tailored to their specific scenarios and market applications. They focus on
producing equipment that meets industry standards and can be widely used across various
applications without the need for extensive customization. On the other hand, non-standardized
equipment manufacturers specialize in customizing and adapting solutions to fit the unique
requirements of individual clients, often involving complex system configurations and bespoke
engineering.
We also directly sell products to end users, who directly deploy our products, mainly including
power battery manufacturers and consumer electronics manufacturers.
The salient terms of our typical sales agreements with our direct sales customers are set forth
below.
 Duration . Most of our sales agreements with our direct sales customers are one-off
purchase and sale agreements.
 Payment and credit terms . We may extend customers a credit period of 30 to 90 days,
or the flexibility of installment payments, on a case-by-case basis.
 Inspections upon arrival . We require our customers to timely inspect the products after
their arrivals.
 After-sales services . We provide free-of-charge warranty services for 12-24 months upon
delivery of the products, including onsite inspection and repair services.
Distributors
In line with market practice, we engage distributors who are primarily established regional
industrial automation distributors with technical expertise and value-added services, as well as
specialized automation solution providers focusing on industries such as automotive, electronics
and machinery manufacturing. We believe that by engaging distributors, we are able to leverage
their experience and knowledge of the target local markets as well as their existing sales networks
and resources, which can help us to expand our market reach over a wider geographical area and
achieve deeper market penetration than if we were to proceed with direct sales and marketing alone
without having to incur substantial sales and marketing costs. To our best knowledge, there were
no sub-distributors in our sales network during the Track Record Period and up to the Latest
Practicable Date.
BUSINESS
– 170 –


--- page 181 ---
Our relationship with our distributors is a buyer and seller relationship, where our distributors
directly acquire cobots and related products from us. We allow returns and/or exchanges for limited
circumstances such as quality defects or damages during transportation. We recognize sales
revenues from distributors when the control over our products is transferred to them.
We have established stringent selection criteria for new distributors to ensure they are
well-prepared to represent our brand and effectively promote our products. In evaluating potential
distributors, we consider several key factors, including their existing resources and influence within
the relevant industry, their alignment with and recognition of our brand values, and their willingness
to invest resources in market development.
We conduct annual performance evaluation to monitor the activities of our distributors. Our
evaluation is primarily based on the follow aspects: achievement of sales targets, brand
development efforts, technical service capabilities, business management (including timely
payments and integrity), and overall compliance. In addition, our technical support and marketing
department provides systematic training to strengthen distributors’ understanding of our
development strategy.
We have been continuously optimizing our distributor network throughout the Track Record
Period. The following table sets forth the movement in the number of our distributors during the
periods indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Number of distributors as at the
beginning of period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851 63 0 2 6
Addition of new distributors /H1118/H1118/H1118/H111811 15 8 6
Termination of distributors /H1118/H1118/H1118/H1118/H1118– 1 12 12
Number of distributors as at
the end of period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 30 26 20
As of December 31, 2022, 2023 and 2024 and September 30, 2025, we engaged 16, 30, 26 and
20 distributors, respectively. We ceased to renew distribution agreements with 12 distributors in
2024 and another 12 distributors during the nine months ended September 30, 2025, primarily due
to their failure to meet their sales target following a comprehensive evaluation that also took into
account market demand in such distributors’ downstream industries and changes in their own
business condition.
Below sets forth a summary of the typical key terms of our standard agreements with
distributors:
 Term. The duration of distribution agreements is typically 12 months, subject to renewal
by mutual agreement.
 Retail prices and minimum purchase amount . We agree with our distributors on the retail
prices of the relevant products. Subject to market conditions and raw material price
fluctuations, we may carry out strategic price adjustments and notify our distributors
accordingly. We reserve the right to impose fines or terminate agreement for distributors
who violate our pricing policies. Minimum annual purchase amounts are agreed with
each distributor and are typically set based on a range of dynamic factors, including
projected sales targets, their operational scale, cumulative purchase record and credit
history.
 Scope of distribution . We typically determine the scope of distribution for each
distributor based on different scenarios and industries.
BUSINESS
– 171 –


--- page 182 ---
 Penalties for Cannibalization . We expressly prohibit distributors from selling products
outside of their designated channels and geographical regions. In addition, we regularly
monitor any cannibalization activities and may impose fines or terminate agreements
with distributors who sell products outside of their designated channels and regions.
 Return or exchange policy . Distributors shall complete the inspection and acceptance of
products within seven days after delivery. After acceptance, returns or exchanges are not
permitted except for product quality issues.
 Warranties . We typically provide product warranty for a period of 18 months from the
date of shipment. If the product fails to meet the applicable quality standards and falls
into the defined warranty scope during the warranty scope, we fulfill our warranty
obligations through repair, replacement, or other appropriate remedies.
 Payment and credit terms . We grant credit limits to distributors based on their annual
purchase amounts, the cooperation relationship and the results of negotiations between
both parties, which may be up to 30% of the purchase value. Payment terms generally
require settlement within 60 days after month-end.
 Termination. Either party may terminate the agreement based on reasonable grounds by
giving 30 days’ prior written notice.
 Confidentiality. Distributors are required to maintain the confidentiality of our business,
including technical and commercial information both during and after the term of the
agreement.
Given that our products are primarily supplied with a high level of customization options,
distributors are unlikely to accumulate excess inventory without receiving specific customization
requirements from their end customers. As advised by Frost & Sullivan, it is customary in our
industry for distributors not to maintain significant inventory levels; instead, they typically place
orders only after receiving confirmed orders from end users. Consistent with this practice, and
considering that our typical order fulfillment cycle from order placement to delivery only takes
about one month, which enables timely replenishment without requiring excessive inventory
buildup, our distributors primarily serve to broaden our market reach and generally place orders
with us on a demand-driven basis. To the best of our knowledge, our major distributors during the
Track Record Period (who, where applicable, collectively accounted for approximately 76%, 61%,
47% and 76% of total revenue from distributorship in each year/period during the Track Record
Period) did not maintain any inventory at the end of each year/period during the Track Record
Period and up to the Latest Practicable Date. In addition, we generally do not accept product returns
from distributors except in cases involving product quality issues. This policy discourages
speculative ordering and promotes disciplined order planning. Our sales personnel also proactively
and consistently communicate with distributors and would dynamically adjust these metrics to
establish reasonable expectations regarding market conditions and sales targets. With the foregoing
policies and in light of the historical purchase patterns of our distributors, we believe that our
distributor management policy, including the sales targets, would serve to better incentivize
distributors to expand customer reach and promote our products rather than stockpiling inventory,
and our risk of channel stuffing associated with distributors is low.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material breach of distribution agreements that had a significant impact on our business. During
the same period, we did not have any material disputes with, or any material return or exchange of
products from, our distributors that had a significant impact on our business. To the best of our
knowledge, during the Track Record Period and up to the Latest Practicable Date, all of our
distributors were Independent Third Parties. To our best knowledge, there was no employment,
financing or family relationship between our distributors and us during the Track Record Period and
up to the Latest Practicable Date.
BUSINESS
– 172 –


--- page 183 ---
MARKETING
We believe that scenario-centric marketing strategies are crucial to the expansion of our
customer base and the promotion of our brand image. By targeting enterprises that prioritize quality,
precision and performance, we aim to cultivate long-term business relationships. This approach has
resulted in a high retention rate and strong customer loyalty. In addition to maintaining long-term
and stable relationships with our existing customers, we actively seek to expand our customer base
by targeting new customers in core application scenarios and industries for cobots. We conduct
marketing through both online and offline channels. We actively promote our products through
various search engines and social media platforms. Offline, we participate in trade shows, forums
and industry exhibitions to engage directly with potential customers and showcase our innovations.
In addition, we actively reach out to target customers, especially system integrators, based on
specific application scenarios. We also regularly evaluate our marketing strategies to establish
approaches that are appropriate and effective for our business.
OUR CUSTOMERS
Our customers primarily include system integrators, end users and distributors, who are
mainly industrial automation solution providers and equipment manufacturers across sectors
including cognitive robotics, semiconductors, genetic sequencing, power batteries and consumer
electronics. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, our revenue
from the five largest customers in each year/period during the Track Record Period was RMB56.1
million, RMB85.2 million, RMB188.1 million and RMB155.4 million, respectively, accounting for
51.2%, 48.5%, 60.6% and 55.3% of our total revenue for the respective year/period. In the same
years/periods, our revenue from our largest customer in each year/period during the Track Record
Period was RMB27.3 million, RMB31.4 million, RMB116.1 million and RMB69.5 million,
accounting for 24.9%, 17.9%, 37.4% and 24.7% of our total revenue for the respective year/period.
The following table sets forth the details of our five largest customers by revenue for 2022:
Y ear ended December 31, 2022
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Customer A Standardized
equipment
manufacturer
A life science technology
company headquartered
in Shenzhen, Chinese
Mainland, with focuses
on the R&D and
manufacturing of genetic
sequencing equipment
and related products
Primarily core
motion
components
27.3 24.9 2019 Payment within
30 days after
goods receipt
2. /H1118/H1118Han’s Laser
and its
affiliates
End user, Standardized
equipment
manufacturer,
Non-standardized
equipment
manufacturer,
Distributor
A provider of intelligent
manufacturing equipment
and industrial automation
solutions headquartered
in Shenzhen, Chinese
Mainland
Cobots and
core
motion
components
12.6 11.5 2018 30/120-day
payment, or
partial
prepayment
3. /H1118/H1118Neura
Robotics
(1)
Standardized
equipment
manufacturer
A robotics company
headquartered in
Metzingen, Germany,
specializing in the
development of cognitive
robots
Cobots and
core
motion
components
11.7 10.6 2020 Payment within
30 days after
goods receipt
BUSINESS
– 173 –


--- page 184 ---
Y ear ended December 31, 2022
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
4. /H1118/H1118Customer B Distributor A robotics solutions provider
headquartered in Kuala
Lumpur, Malaysia,
specializing in the
delivery of
comprehensive
automation systems for
manufacturing industries
Cobots 2.7 2.5 2018 Prepayment
5. /H1118/H1118Customer C End user A company headquartered in
Zhejiang, Chinese
Mainland, specializing in
the research,
development,
manufacturing and export
of automotive lamps
Cobots 1.9 1.7 2021 50% prepayment;
45% after
acceptance;
5% after three
months
Total/H1118 56.1 51.2
Note:
(1) Neura Robotics was a joint venture of the Group as of December 31, 2022.
The following table sets forth the details of our five largest customers by revenue for 2023:
Y ear ended December 31, 2023
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Customer A Standardized
equipment
manufacturer
A life science technology
company headquartered
in Shenzhen, Chinese
Mainland, with focuses
on the research,
development and
manufacturing of genetic
sequencing equipment
and related products
Cobots and
core
motion
components
31.4 17.9 2019 Payment within
60 days after
acceptance
and invoicing
2. /H1118/H1118Neura Robotics Standardized
equipment
manufacturer
A robotics company
headquartered in
Metzingen, Germany,
specializing in the
development of cognitive
robots
Cobots 23.5 13.4 2020 Payment within
30 days after
goods receipt
3. /H1118/H1118Han’s Laser
and its
affiliates
End user, Standardized
equipment
manufacturer,
Non-standardized
equipment
manufacturer,
Distributor
A provider of intelligent
manufacturing equipment
and industrial automation
solutions headquartered
in Shenzhen, Chinese
Mainland
Cobots and
core
motion
components
16.7 9.5 2018 30/120-day
payment, or
partial
prepayment
BUSINESS
– 174 –


--- page 185 ---
Y ear ended December 31, 2023
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
4. /H1118/H1118Customer D Standardized
equipment
manufacturer
A medical technology
company headquartered
in Shenzhen, Chinese
Mainland, specializing in
the provision of medical
furniture and medical
hardware and software
systems
Cobots 8.4 4.8 2022 Partial
prepayment
5. /H1118/H1118Customer E Standardized
equipment
manufacturer
A biotech company
headquartered in
Shenzhen, Chinese
Mainland, specializing in
the research, development
and manufacturing of
gene sequencing
equipment and related
products
Core motion
components
5.1 2.9 2022 Payment within
30 days after
goods receipt
Total/H1118 85.2 48.5
The following table sets forth the details of our five largest customers by revenue for 2024:
Y ear ended December 31, 2024
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Neura Robotics Standardized
equipment
manufacturer
A robotics company
headquartered in
Metzingen, Germany,
specializing in the
development of cognitive
robots
Cobots and
core
motion
components
116.1 37.4 2020 Payment within
30 days after
goods receipt
2. /H1118/H1118Customer A Standardized
equipment
manufacturer
A life science technology
company headquartered
in Shenzhen, Chinese
Mainland, with focuses
on the research,
development and
manufacturing of genetic
sequencing equipment
and related products
Cobots and
core
motion
components
30.3 9.7 2019 Payment within
60 days after
acceptance
and invoicing
3. /H1118/H1118Han’s Laser
and its
affiliates
End user, Standardized
equipment
manufacturer,
Non-standardized
equipment
manufacturer,
Distributor
A provider of intelligent
manufacturing equipment
and industrial automation
solutions headquartered
in Shenzhen, Chinese
Mainland
Cobots and
core
motion
components
16.1 5.2 2020 30/120-day
payment or
partial
prepayment
BUSINESS
– 175 –


--- page 186 ---
Y ear ended December 31, 2024
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
4. /H1118/H1118Customer F Standardized
equipment
manufacturer
A leading CNC manufacturer
headquartered in Oxnard,
California
Cobots 15.4 5.0 2019 Prepayment
5. /H1118/H1118Shenzhen
Niuer
Commercial
Robot
Standardized
equipment
manufacturer
A company headquartered in
Shenzhen, Chinese
Mainland, specializing in
the manufacturing of
semiconductor equipment
Cobots 10.2 3.3 2021 30% upon
delivery;
balance
payable
within 90
days
Total/H1118 188.1 60.6
Nine months ended September 30, 2025
No. Customer Type Background Products sold
Revenue
attributable
to the
customer
%o fo u r
total
revenue
Y ear of
commencement
of business
relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Neura Robotics Standardized
equipment
manufacturer
A robotics company
headquartered in
Metzingen, Germany,
specializing in the
development of cognitive
robots
Cobots and
core
motion
components
69.5 24.7 2020 Payment within
30 days after
goods receipt,
or within
30-45 days
after delivery
2. /H1118/H1118Shenzhen
Niuer
Commercial
Robot
Standardized
equipment
manufacturer
A company headquartered in
Shenzhen, Chinese
Mainland, specializing in
the manufacturing of
semiconductor equipment
Cobots 34.6 12.3 2021 Payment within
90 days after
delivery
3. /H1118/H1118Customer A Standardized
equipment
manufacturer
A life science technology
company headquartered
in Shenzhen, Chinese
Mainland, with focuses
on the R&D and
manufacturing of genetic
sequencing equipment
and related products
Primarily core
motion
components
27.8 9.9 2019 Payment within
60 days after
acceptance
and invoicing
4. /H1118/H1118Customer F Distributor A provider of solutions for
motion control
subsystems in high-end
equipment headquartered
in Shenzhen, Chinese
Mainland
Core motion
components
12.4 4.4 2021 Prepayment, or
payment
within 15
days after
receipt
5. /H1118/H1118Customer G Standardized
equipment
manufacturer
A leading CNC manufacturer
headquartered in Oxnard,
California
Cobots 11.1 3.9 2019 Prepayment
Total/H1118 155.4 55.3
Save as discussed above, as of the Latest Practicable Date, none of our Directors, their
associates or any of our shareholders (who owned or, to the knowledge of Directors, had owned
more than 5% of our issued share capital) had any interest in any of our five largest customers.
BUSINESS
– 176 –


--- page 187 ---
OUR SUPPLIERS
Our major suppliers are providers of key raw materials and components, primarily including
electronic and electrical components, standard mechanical parts, custom parts and auxiliary
equipment such as speed reducers, encoders, optical instruments and sensors. In 2022, 2023 and
2024 and the nine months ended September 30, 2025, purchases from our five largest suppliers in
each year/period during the Track Record Period amounted to RMB36.1 million, RMB44.5 million,
RMB65.6 million and RMB50.3 million, respectively, representing 38.1%, 35.4%, 32.3% and
28.8% of our cost of sales for the respective year/period. Purchases from our largest supplier in each
year/period during the Track Record Period accounted for 12.7%, 14.4%, 12.2% and 7.7% of our
cost of sales for the respective year/period.
The following table sets forth the details of our five largest suppliers by cost of sales for 2022:
Y ear ended December 31, 2022
No. Supplier Background
Products/
services provided to us Purchase cost
% of our total
cost of sales
Y ear of
commencement of
business relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Supplier A An engineering technology
company located in the
United Kingdom specializing
in the provision of precision
optical devices
Optical tools and
instruments
12.0 12.7 2018 Payment within
30 days after
delivery
2. /H1118/H1118Neura Robotics
(1) A robotics company
headquartered in Metzingen,
Germany, specializing in the
development of cognitive
robots
Reducers/
modules/
encoders
8.7 9.2 2021 30-day monthly
settlement
3. /H1118/H1118Han’s Laser and
its affiliates
A provider of intelligent
manufacturing equipment and
industrial automation
solutions headquartered in
Shenzhen, Chinese Mainland
Reducers/
motors
6.2 6.6 2021 120-day monthly
settlement
4. /H1118/H1118Supplier B An equipment manufacturer
headquartered in Suzhou,
Chinese Mainland,
specializing in the provision
of distribution and precision
transmission components
Reducers 4.9 5.2 2018 Prepayment
5. /H1118/H1118Supplier C A company headquartered in
Shenzhen, Chinese Mainland,
specializing in the provision
of CNC machining,
electronics, automotive and
medical devices
Structural parts/
machined parts
4.2 4.4 2020 60-day monthly
settlement
Total/H1118 36.1 38.1
Notes:
(1) Neura Robotics was a joint venture of the Group as of December 31, 2022.
BUSINESS
– 177 –


--- page 188 ---
The following table sets forth the details of our five largest suppliers by cost of sales for 2023:
Y ear ended December 31, 2023
No. Supplier Background
Products/
services provided to us Purchase cost
% of our total
cost of sales
Y ear of
commencement of
business relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Supplier D A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the research,
development and
manufacturing of reducers and
mechatronic systems
Reducers 18.1 14.4 2018 30-day monthly
settlement
2. /H1118/H1118Supplier A An engineering technology
company located in the
United Kingdom specializing
in the provision of optical
devices
Optical tools and
instruments
8.2 6.5 2021 Payment within
30 days after
delivery
3. /H1118/H1118Neura Robotics A robotics company
headquartered in Metzingen,
Germany, specializing in the
development of cognitive
robots
Reducers/
modules/
encoders
6.9 5.5 2018 30-day monthly
settlement
4. /H1118/H1118Supplier E A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the provision
of mod components, non-
standard automation
equipment
Structural parts/
machined parts/
injection molded
parts
6.4 5.1 2018 60-day monthly
settlement
5. /H1118/H1118Supplier F A company headquartered in
Shenzhen, Chinese Mainland,
specializing in the provision
of electronic components and
enterprise computing
solutions
Surface mounted
devices/
MOS tube/
magnet
ring/relay
4.9 3.9 2018 Payment within
30 days after
delivery
Total/H1118 44.5 35.4
The following table sets forth the details of our five largest suppliers by cost of sales for 2024:
Y ear ended December 31, 2024
No. Supplier Background
Products/
services provided to us Purchase cost
% of our total
cost of sales
Y ear of
commencement of
business relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Neura Robotics A robotics company
headquartered in Metzingen,
Germany, specializing in the
development of cognitive
robots
Reducers/
modules/
encoders
24.8 12.2 2021 30-day monthly
settlement
2. /H1118/H1118Supplier D A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the research,
development and
manufacturing of reducers and
mechatronic systems
Reducers 16.0 7.9 2018 30-day monthly
settlement
BUSINESS
– 178 –


--- page 189 ---
Y ear ended December 31, 2024
No. Supplier Background
Products/
services provided to us Purchase cost
% of our total
cost of sales
Y ear of
commencement of
business relationship
with us Typical credit term
(RMB in million)
3. /H1118/H1118Supplier A An engineering technology
company located in the
United Kingdom specializing
in the provision of precision
optical devices
Optical tools and
instruments
10.1 5.0 2018 Payment within
30 days after
delivery
4. /H1118/H1118Supplier E A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the provision
of mod components, non-
standard automation
equipment
Structural parts/
machined parts/
injection molded
parts
8.0 3.9 2018 60-day monthly
settlement
5. /H1118/H1118Supplier G A company headquartered in
Shenzhen, Chinese Mainland,
specializing in the
manufacturing of precision
metal components
Structural parts/
machined parts
6.7 3.3 2021 60-day monthly
settlement
Total/H1118 65.6 32.3
Nine months ended September 30, 2025
No. Supplier Background
Products/
services provided to us Purchase cost
% of our total
cost of sales
Y ear of
commencement of
business relationship
with us Typical credit term
(RMB in million)
1. /H1118/H1118Supplier D A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the research,
development and
manufacturing of reducers and
mechatronic systems
Reducers 13.4 7.7 2018 Payment within
30 days after
goods
delivery
2. /H1118/H1118Supplier A An engineering technology
company located in the
United Kingdom specializing
in the provision of optical
devices
Optical tools and
instruments
12.3 7.0 2021 30-day monthly
settlement
3. /H1118/H1118Neura Robotics A robotics company
headquartered in Metzingen,
Germany, specializing in the
development of cognitive
robots
Reducers/
modules/
encoders
11.7 6.7 2018 30-day monthly
settlement
4. /H1118/H1118Supplier H An engineering technology
company headquartered in
Hong Kong, specializing in
the provision of optical
devices
Integrated circuit 7.1 4.1 2020 Payment within
30 days after
delivery
5. /H1118/H1118Supplier E A technology company
headquartered in Shenzhen,
Chinese Mainland,
specializing in the provision
of mod components,
nonstandard automation
equipment
Structural parts/
machined parts/
injection molded
parts
5.8 3.3 2018 60-day monthly
settlement
Total/H1118 50.3 28.8
BUSINESS
– 179 –


--- page 190 ---
Below sets forth the salient terms of our standard agreements with suppliers:
 Payment terms . Monthly settlement, triggered by (i) a supplier-submitted signed contract
and valid V A T invoice; (ii) error-free reconciliation and internal approval; (iii) product
acceptance by the buyer/end-user; (iv) complete delivery/certification documents; and
(v) a written payment request.
 Quality control . Products must meet specified standards. The supplier is responsible for
addressing any quality defects found after acceptance, including replacement or repair,
at no extra cost.
 Inspection and after-sales : Products are subject to inspection upon delivery. If defects
are found during use, the supplier must accept returns or repairs at their expense. A
24-month warranty period is provided.
 Termination. We may terminate the agreement if (i) the supplier fails to deliver the
products on time with a delay exceeding 10 days; (ii) if the delivered products are
counterfeit, infringe third-party intellectual property rights, or are otherwise non-
compliant; or (iii) if the products fail to meet required quality standards upon inspection.
 Penalties for breach : Penalties include a 1% daily penalty for late delivery, with the
possibility of contract termination after 10 days. Supplying counterfeit or substandard
products incurs a 30% penalty on the contract amount.
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material disputes with our suppliers, nor did we experience any significant fluctuation in prices set
by our suppliers, any material breach of contract on the part of our suppliers, or any shortage or
delay in delivery of supplies from our suppliers. Save as discussed above, as of the Latest
Practicable Date, none of our Directors, their associates or any of our Shareholders (who or which
to the knowledge of the Directors, owned more than 5% of our issued share capital) had any interest
in any of our top five suppliers in each year during the Track Record Period and up to the Latest
Practicable Date.
OVERLAPPING OF MAJOR CUSTOMERS AND SUPPLIERS
During the Track Record Period, Neura Robotics GmbH and Han’s Laser, two of our top five
customers were also our suppliers for manufacturing materials. The overlap in our business
relationships arises from the complementary nature of our respective product offerings and industry
positioning. For Neura Robotics GmbH, we source intelligent robots to enhance our automation
capabilities, while supplying them with cobots and core motion components that integrate
seamlessly with their systems. For Han’s Laser, we procure advanced industrial laser systems to
support our manufacturing processes, and in turn, provide them with core motion components that
are essential for their equipment. These reciprocal arrangements reflect strategic collaborations
within the value chain, enabling both parties to leverage each other’s technological strengths and
drive mutual growth. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, our
revenue from Neura Robotics was RMB11.6 million, RMB23.5 million, RMB116.1 million and
RMB69.5 million, respectively, accounting for approximately 10.6%, 13.4%, 37.4% and 24.7% of
our total revenue in the same period, respectively. Our gross profit from Neura Robotics was
RMB2.5 million, RMB6.7 million, RMB41.6 million and RMB27.5 million in 2022, 2023 and 2024
and the nine months ended September 30, 2025, respectively, representing a gross profit margin of
21.3%, 28.4%, 35.8% and 40.0% in the same period, respectively. Our purchases from Neura
Robotics was RMB8.7 million, RMB6.9 million, RMB24.8 million and RMB11.7 million in 2022,
2023 and 2024 and the nine months ended September 30, 2025, respectively, accounting for
approximately 9.2%, 5.5%, 12.2% and 6.7% of our total cost of sales in the same period,
respectively. Additionally, in 2022, 2023 and 2024 and the nine months ended September 30, 2025,
our revenue from Han’s Laser and its affiliates was RMB12.6 million, RMB16.7 million, RMB16.1
million and RMB9.7 million, respectively, accounting for approximately 11.5%, 9.5%, 5.2% and
3.4% of our total revenue in the same period, respectively. Our gross profit from Han’s Laser and
BUSINESS
– 180 –


--- page 191 ---
its affiliates was RMB1.5 million, RMB2.9 million, RMB3.9 million and RMB2.6 million in 2022,
2023, 2024 and the nine months ended September 30, 2025, respectively, representing a gross profit
margin of 11.8%, 17.6%, 24.6% and 26.5% in the same period, respectively. Our purchases from
Han’s Laser and its affiliates was RMB6.2 million, RMB2.3 million, RMB0.7 million and RMB0.2
million in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively,
accounting for approximately 6.2%, 1.8% and 0.3% and 0.1% of our total cost of sales in the same
period, respectively.
Negotiations of the terms of our sales to and purchases from the two overlapping
customers/suppliers were conducted on an individual basis and the sales and purchases were neither
inter-connected nor inter-conditional with each other. All of our sales to and purchases from the
overlapping customers/suppliers were conducted in the ordinary course of business under normal
commercial terms and in arm’s length transactions. Our Directors believe that these arrangements
are mutually advantageous, as all negotiations were conducted on an arm’s-length basis, consistent
with the prevailing market practices and are comparable to those offered to our other customers and
suppliers.
PROCUREMENT AND PRODUCTION
Our Procurement
The key raw materials and components for the production of our products primarily include
electronic and electrical components, standard mechanical parts, custom parts and auxiliary
equipment. Our procurement process is under periodic review for higher efficiency and cost control
purposes without jeopardizing the quality of deliverables. We carefully evaluate our raw material
suppliers based on factors such as technology, pricing and responsiveness. To ensure consistent
standards, we conduct regular and comprehensive assessments of our suppliers, focusing on their
ability to meet our stringent requirements. We typically enter into long-term agreements with our
raw materials suppliers.
Our Production Facilities
During the Track Record Period, we manufactured our products primarily at our production
facility in Foshan, Guangdong. We also operate a production facility in Shenzhen, Guangdong,
which is primarily responsible for the production of our R&D samples.
The following tables sets forth the details of the production capacities and utilization rates of
our production facility in Foshan, Guangdong for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2025
Production base
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity (1)
Actual
Production
volume
Utilization
rate (2)
Designed
Production
capacity
Actual
Production
volume
Utilization
rate
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Production units in
units of cobots (%)
Foshan, Guangdong /H1118 1,400 816 58.3 2,700 2,210 81.9 4,040 3,470 85.9 5,269 (3) 3,895 73.9 (3)
Notes:
(1) The designed production capacity for each respective year/period is calculated by standard working hours based on
the following formula: (Average number of direct production personnel at the beginning and end of the year × 300
days × 8 hours) ÷ 45 hours per unit × rolled throughout yield (75% for 2023 and 2024 and 80% for 2025). Our
manufacturing process involves multiple stages, each subject to quality control checks, and products that do not meet
specifications at any stage must undergo rework before final acceptance, which would result in additional labor hours
being incurred. The yield factor used in our designed production capacity calculation represents our estimated rolled
throughput yield, which measures the proportion of products that pass all sequential production and quality inspection
BUSINESS
– 181 –


--- page 192 ---
steps on a first-pass basis without requiring rework or re-testing, which was 75% for 2023 and 2024 and 80% for 2025
due to continued refinement of our manufacturing processes and quality control systems. We consider the rolled
throughput yield applied in the Track Record Period to be a prudent and reasonable assumption based on our
production experience and stringent quality standards. Applying this assumption allows us to reflect more accurately
our effective production output and avoids overstating our designed capacity. The increase in designed production
capacity in 2023 and 2024 was primarily attributable to the continuous addition of production personnel and
equipment during the respective periods.
(2) Utilization rate is calculated by dividing the actual production volume (namely effective working hours for the
respective year/period, which equal to valid working days in the respective year/period times daily working hours
times number of direct production personnel) by designed production capacity for the designated year/period.
(3) The utilization rate of 73.9% for the nine months ended September 30, 2025 was calculated based on actual
production volume for the first three quarters against the annualized designed production capacity for 2025 of 5,269
units of cobots, as explained in footnote (1) above. Based on the designed production capacity for the first three
quarters of 3,824 units, the utilization rate for the same period would have been 101.8%, primarily due to a surge in
order demand and extended working hours during the period.
We formulate production schedules and plans according to the market demand, taking into
consideration the level of our stock and utilization rates of our production facilities. We have
implemented a set of internal production and operation policies to promote our compliance with
applicable national and international industry standards. We carry out regular inspections to assess
the conditions of our production facilities and conduct necessary repairs and maintenance. We have
also introduced and implemented a stringent reporting system as to all the accidents and
malfunction of the equipment and keep all the relevant records.
Our Production Processes
Our cobots and core motion components are manufactured through a standardized, modular,
and scalable process that emphasizes quality, efficiency, and production transparency. Each product
undergoes a production cycle, starting with a 24-hour material preparation and issuance phase,
followed by tailored mechanical component assembly process, testings, and final quality check and
packaging. The following diagram illustrates the principal steps of the production process generally
applicable to our cobot products. We continue to track manual operation time to better evaluate
labor efficiency and resource planning. The production time in the following diagram represents our
estimation of the time required for each cobot production step.
Electrical control
box assembly
QC, packing
and warehousing
Joint assembly
4.2 hours
3.2 hours
36 hours
6.5 hours
7.7 hours2.1 hours
1 hour
Full system
test
Mechanical
arm assembly
Aging test
Teach pendant
assembly
Material
preparation and
issuance
24 hours
BUSINESS
– 182 –


--- page 193 ---
We set forth below a summary of our production processes.
 Material preparation and issuance . All necessary components are arranged and
dispatched according to the production schedule to ensure smooth workflows across
subsequent stages.
 Assembly . Modules, mechanical arms, electrical control boxes or teach pendants are
assembled according to specifications. Mechanical arm assembly involves the
installation of mechanical parts, software flashing and basic power-on testing. Electrical
control box and teach pendant assembly involves component installation, software
flashing and basic function testing. For cobot products, final system assembly is
performed after all core components are completed.
 Full System Aging Test . This stage simulates operating conditions to verify the stability,
functionality and overall performance of the complete products.
 Quality control, packing and warehousing . After a successful aging test, final
inspections are conducted to ensure compliance with quality standards. Qualified
products are cleaned, packaged and stored in warehouses pending delivery.
Each of our core motion components follow its own structured production timeline after the
completion of the 24-hour material preparation and issuance phase, as sets forth below:
 Torque motors . Each torque motor has a production cycle of approximately 12 hours,
with main tasks involving handling silicon steel components, unboxing, and preparing
materials for further automated steps. As torque motor is a critical precision component,
it is subject to strict quality control throughout the production cycle.
 Servo driver . Each Servo driver requires a production cycle of roughly two hours. After
material preparation, key production tasks include power board testing, thermal paste
application, mechanical assembly of control components, functionality testing, and
safety checks such as insulation and grounding verification. Each step is standardized to
ensure consistency and compliance with industrial specifications.
 Joint Modules . Each joint module has a production cycle of approximately 14 hours.
Main production tasks include tool setup, multi-step motor sub-assembly, retrieval and
positioning of transmission components, and sequential alignment. These steps are
labor-intensive and require close coordination, reflecting the complexity of the joint’s
mechanical and electronic integration.
 Precision motion platforms. Each precision motion platform is assembled through a
process where the X-axis and Y -axis are constructed simultaneously, which typically
requires a production cycle of approximately 13 hours. Main production tasks include
synchronized assembly of actuators, rail systems, and motion modules, the operation
time for which varies for each axis.
LOGISTICS AND INVENTORY MANAGEMENT
We leverage our own warehouse for storing our inventories and raw materials, and we engage
third-party logistics service providers for delivery services. Finished products that have passed
quality inspections are delivered by the logistics service providers from our own production
facilities directly to our customers or to our designated warehouses and, ultimately, to locations
specified by our customers.
BUSINESS
– 183 –


--- page 194 ---
Our inventories include raw materials, work-in-progress, finished goods and goods in transit.
As of December 31, 2022, 2023 and 2024 and as of September 30, 2025, our inventories were
RMB88.0 million, RMB110.7 million, RMB128.0 million and RMB140.4 million, respectively. We
have a strict inventory control policy to monitor our inventory levels in order to minimize obsolete
inventory.
In order to prevent future occurrences of a significant write-down of inventories, we have
implemented the following inventory management measures. We classify inventories by type and
importance into different categories and apply differentiated control strategies. We have launched
the material requirement planning (“MRP”) system to enhance material planning and management.
We have also introduced alternative material management to optimize material consumption and
reduce inventory stagnation. In addition, we have implemented an engineering change management
system to support product structure updates and prioritize the consumption of existing materials.
See “Financial Information — Discussion of Key Items of Consolidated Statements of Financial
Position — Net Current Assets — Inventories.”
QUALITY CONTROL
We are dedicated to pursuing excellent quality and performance on a continuous basis. To
ensure this, we have implemented comprehensive policies and have detailed procedures in place to
ensure our consistent quality, encompassing well-rounded processes from raw materials selection,
production, testing, storage and after-sales service. We have also engaged external quality control
consultants to introduce advanced quality management practices. We strictly adhere to industry
standards.
Procurement
We purchase raw materials from selected suppliers who have passed our qualification
assessment. See “— Procurement and Production — Our Procurement.” We also require our
assessment team to attend technical trainings or obtained relevant certifications. Upon receipt of
raw materials, we carry out tests and inspections including packaging and label inspections,
appearance inspections, performance tests and ROHS tests. We keep inspection records of the raw
materials. Defective and non-conforming products are promptly returned to the suppliers, who are
required to provide an analysis report within a certain period of time, whereas qualified raw
materials are accepted and stored in our warehouses.
Production and Testing
We strictly follow national, regional and internal standards and guidance for our production.
Our quality control team conducts periodic tests and inspections of work-in-progress and finished
products in accordance with customer requirements and specifications, with detailed inspection
records maintained to ensure full traceability. We also regularly inspect our entire production line,
particularly the tools, instruments and equipment.
We have established a comprehensive multi-stage inspection regime encompassing incoming
material inspection, in-process inspection and final inspection. Each stage is governed by
documented procedures and acceptance criteria, with defective products identified, segregated and
addressed through prescribed corrective actions to prevent any downstream impact. We also
implement sampling inspections in accordance with defined sampling plans and acceptance quality
levels to enhance overall quality assurance across the production process.
In terms of production safety, we have employed a stringent safety inspection policy.
BUSINESS
– 184 –


--- page 195 ---
Storage
Our finished products are first packaged and stored at our warehouses before delivered to our
customers. We have established stringent internal control procedures governing storage to ensure
product quality and integrity. All finished products are stored in designated areas with clear
identification. Regular inspections are conducted to monitor storage conditions. We use appropriate
tools and equipment for the handling of different products to prevent damage caused by vibration,
abrasion or contamination. Inventory is managed according to batch numbers and production dates
to maintain traceability and facilitate first-in-first-out control where applicable.
After-Sales Service
In addition, we recognize that outstanding after-sales service is integral to customer
satisfaction and loyalty. Our comprehensive after-sales management system includes mechanisms
for collecting customer feedback, analyzing reported issues and providing on-site repair and support
services. We have established a comprehensive customer complaint handling process, in which
complaints are promptly recorded, analyzed and addressed by designated personnel. All customer
complaints, investigations and resolution measures are properly documented and archived. We also
conduct annual customer satisfaction surveys through multiple channels and compile and review the
results to formulate corrective and preventive measures where necessary.
Our products comply with the safety standards and quality requirements of various countries
and regions. As a result of our adherence to quality control procedures, we did not experience any
material sales returns, product liability claims or legal claims due to product safety and quality
control issues, and we did not recall any products during the Track Record Period and up to the
Latest Practicable Date. We typically provide 12 to 24 months warranties as stated in our contracts
with our customers. Our warranty term is usually limited to defects or the failure of products or
services that do not meet the quality standards as specified and agreed with our customers. In case
of product failure within the warranty period, we will arrange for repair or replacement of products
and/or services without extra charge. After the warranty period expires, we may provide
maintenance and repair services at a reasonable cost.
COMPETITIVE LANDSCAPE
The manufacturing industry is accelerating toward intelligent and low carbon transformation,
driving demand for flexible automation. Cobots, with advantages in modular deployment, safety
and rapid scenario adaptation, are becoming core enablers of this shift. According to Frost &
Sullivan, the global cobot market grew from RMB2.5 billion in 2020 to RMB7.5 billion in 2024 at
a CAGR of 32.0%, and is expected to reach RMB35.0 billion by 2029 at a CAGR of 37.4%. In
China, the market expanded from RMB0.6 billion to RMB2.2 billion over the same period at a
CAGR of 38.8% and is projected to reach RMB12.4 billion by 2029 at a CAGR of 43.5%.
Meanwhile, the industry remains concentrated. In 2024, the top five global players held 42.1%
market share. According to Frost & Sullivan, we were the second largest cobot company in China
with a 10.3% share and a top five global player with 3.5% share in 2024. See “Industry Overview.”
EMPLOYEES
As of September 30, 2025, we had 539 full-time employees. Most of our employees are based
in China, primarily located at our headquarters in Guangdong. Separately, as of September 30, 2025,
we had engaged one dispatched worker in China as sales personnel. The following table sets forth
a breakdown of our employees by function as of September 30, 2025:
Business Function
Number of
Employees Percent (%)
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159 29.5%
Sales and marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119 22.1%
Supply chain and production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219 40.6%
Administrative and general management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842 7.8%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118539 100.0%
BUSINESS
– 185 –


--- page 196 ---
Our success depends on our ability to attract, retain and motivate qualified personnel. We
adopt high standards and strict procedures in our recruitment to ensure the quality of new hiring and
use various methods for our recruitment, including campus recruitment, online recruitment, internal
recommendation and recruiting through hunting firms or agents, to satisfy our demands for different
types of talent. We have training programs for all our employees, from entry-level employees to
management, on subjects such as corporate culture, strategies, policy and internal control, internal
systems and business skills.
As required by PRC laws and regulations, we participate in various employee social security
plans for our employees that are administered by local governments, including housing provident
fund, pension insurance, medical insurance, maternity insurance, work-related injury insurance and
unemployment insurance. The remuneration package for our employees generally includes salary
and bonuses. Employees typically receive welfare benefits, including paid leaves, transportation
and living allowances, among others. We have maintained a good relationship and expect to
maintain an amicable relationship in the future with our employees. During the Track Record Period
and up to the Latest Practicable Date, there were no material strikes which had an adverse impact
on our operations and no material disputes between the Group and our employees.
Social Insurance and Housing Provident Funds
We are required by PRC laws and regulations to make contributions for mandatory social
insurance and/or housing provident funds for our employees. During the Track Record Period, we
did not make adequate contributions to the social insurance and/or housing provident funds for
some of our employees, primarily because (i) certain employees were unwilling to pay the social
insurance and housing provident funds in full as additional contributions were required from them;
or (ii) our employees did not fully understand the relevant requirements of the relevant PRC laws
and regulations. As of December 31, 2022, 2023 and 2024 and as of September 30, 2025, the
shortfall of social insurance and housing provident fund contributions amounted to RMB4.6
million, RMB9.4 million, RMB8.4 million and RMB10.9 million, respectively.
As advised by our PRC Legal Advisor, if an employer fails to make social insurance
contributions in full, the relevant authorities could order the employer to pay, within a prescribed
time limit, the outstanding amount with an additional late payment penalty at the daily rate of
0.05%, and if the employer fails to make the overdue contributions within such time limit, a fine
equal to one to three times the outstanding amount may be imposed. Additionally, where an
employer is overdue in the payment and deposit of, or underpays, the housing provident fund, the
authority could order it to make the payment and deposit within a prescribed time limit, and where
the payment and deposit has not been made after the expiration of the time limit, an application may
be made to a court in China for compulsory enforcement. Given that we have undertaken to make
timely and full contributions, the maximum potential penalty would be limited to the shortfall in our
social insurance and housing provident fund contributions as above. We plan to implement a
rectification plan for social insurance contributions in accordance with the adjustment window
permitted by local authorities. An initial phase of rectification is scheduled to commence in July
2025, with the intention to complete the rectification process in full by the end of next year.
Our Directors believe that the incidents above would not have a material adverse effect on our
business, financial condition and results of operations, considering that during the Track Record
Period and up to the Latest Practicable Date, (i) we did not receive any notification from the
relevant authorities requiring us to pay for the shortfalls with respect to social insurance and
housing provident funds, nor did we receive any employee complaint concerning their payment of
social insurance and housing provident funds; (ii) we will make timely payments for the outstanding
amount and overdue charges under our own accounts as soon as requested by relevant authorities;
and (iii) (a) based on confirmations from relevant authorities, during the Track Record Period, we
were not subject to any administrative penalties imposed by the social insurance authorities or the
housing provident fund authorities due to insufficient payment of social insurance or housing
provident funds, and (b) we learned from the interviews with relevant authorities where the majority
BUSINESS
– 186 –


--- page 197 ---
of our employees locate that, in practice, these authorities typically do not proactively require
enterprises within their responsible districts to make supplementary payments for shortfalls of
social insurance (which, according to applicable rules, also include late fees) or housing provident
funds, and they generally do not proactively impose administrative penalties on enterprises for such
insufficient payments, unless employee complaints have been filed. In addition, pursuant to the
Urgent Notice on Enforcing the Requirement of the General Meeting of the State Council and
Stabilizing the Levy of Social Insurance Payment (஫࿏ໝྼ਷ਕ৫੬ਕึᙄၚग़ʲྼਂλᖢ
ٝpromulgated on September 21, 2018 by the Ministry of Human
Resources and Social Security, administrative enforcement authorities are prohibited from
organizing and conducting centralized collection of enterprises’ historical social insurance arrears.
Based on the foregoing, as advised by our PRC Legal Advisor, the likelihood that we would be
subject to administrative penalties for the shortfall of social insurance and housing provident fund
is remote, provided that there are no material adverse changes in the current regulatory policies and
environment and no employee complaints occur.
Pursuant to the Interpretation II of the Supreme People’s Court on Several Issues Concerning
the Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)), which took effect on September 1, 2025, any agreement between an
employer and an employee or any commitment made by an employee to the employer stating that
social insurance premiums need not be paid shall be deemed invalid by the people’s court. If an
employer fails to pay social insurance premiums in accordance with the law, and the employee
requests to terminate the labor contract and claims economic compensation pursuant to Article 38
Paragraph 3 of the Labor Contract Law, the people’s court shall support such claims in accordance
with the law. Considering (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, as advised by our PRC Legal
Advisor, the aforementioned regulation will not have material adverse impact on our business
operations and financial position.
To monitor our compliance with relevant laws and regulations in respect of social insurance
and housing provident fund contributions, we have taken the following internal control measures:
 We have established a dedicated human resources team responsible for regularly
reviewing and updating our payroll and employee records to ensure all contributions are
calculated and made in accordance with the latest PRC laws and regulations.
 We conduct periodic internal audits to verify the accuracy and completeness of social
insurance and housing provident fund contributions, and to identify and rectify any
discrepancies in a timely manner.
 We provide regular training sessions for our human resources and finance personnel to
enhance their understanding of the relevant legal requirements and to keep them
informed of any regulatory updates.
 We maintain close communication with legal advisors to stay informed of any changes
in policies or procedures and to seek guidance where necessary.
 Engage in regular communication with the relevant PRC authorities to ascertain that our
methods for calculating and remitting contributions are in full compliance with all
pertinent regulations.
 Proactively track changes to PRC social insurance and housing fund laws and
regulations on an ongoing basis.
BUSINESS
– 187 –


--- page 198 ---
INSURANCE
We maintain insurance coverage over our daily operations. Our principal insurance policies
primarily include employee-related insurance, such as accident insurance for all employees and
additional medical insurance for employees based in Shenzhen, which we believe have covered
major risks in our daily operations in the jurisdictions in which we operate. In line with general
market practice, we do not maintain certain policies that are not available in the jurisdictions in
which we operate, or that are not generally required by law. See “Risk Factors — Risks Relating
to Our General Operation and Industry — We have customary insurance coverage, and any claims
beyond our insurance coverage may result in us incurring substantial costs and a diversion of
resources.”
As advised by our PRC Legal Advisor, under applicable PRC laws, we may be held liable for
losses or injuries caused by defects in our products, including cobots and core motion components.
Consumers may seek compensation from either the manufacturer or the seller. In cases where the
product is found to have been sold or manufactured with known defects that result in death or
serious health consequences, the affected party may also claim punitive damages in addition to
compensatory damages. During the Track Record Period and up to the Latest Practicable Date, we
did not experience any material product liability incidents in the ordinary course of our operations.
In line with market practice, we have not taken out any product liability insurance. We have adopted
a series of internal quality control and risk management measures to minimize product defects and
safety risks, including stringent design validation, multi-stage product testing, and quality
inspections throughout the manufacturing process. In addition, our products are primarily sold to
enterprise customers with established procurement standards and operational safeguards, which
further reduce the likelihood of personal injury or property damage resulting from product failure.
In light of these factors, and taking into account our historical track record, we believe that our
insurance coverage is adequate for our business and in line with general market practice. We will
continue to review and assess our risk portfolio and make necessary and appropriate adjustment to
our insurance plans to align with our needs and with industry practice. During the Track Record
Period and up to the Latest Practicable Date, we did not make any material insurance claims in
relation to our business.
DATA SECURITY AND PRIV ACY
During the Track Record Period and up to the Latest Practicable Date, in the course of our
routine business operation, we may process (a) personal data and (b) certain products-related
non-personal data (“Product Data”) generated during use of products by our customers. For personal
data, we may collect (i) personal data through our Chinese and English official websites and official
social media accounts and (ii) contact information of our customers provided in connection with
their use of our products or services.
Product Data is stored and processed solely within customers’ own premises, except where
customers voluntarily share certain Product Data for the limited purpose of resolving technical
issues. We do not have routine access to, or proactively collect or retrieve Product Data under
normal circumstances.
All data collected within the PRC has been stored in the PRC and there has not been any
transmission of such data to locations outside the PRC. With respect to personal data collected
through our English official website, such data is first stored in our server located in the United
States and we may transfer such data from the United States to the PRC for storage and processing
purposes. Such personal data primarily includes the names, phone numbers and email addresses of
contacts of customers and/or potential customers and has been stored in the PRC. During the Track
Record Period and up to the Latest Practicable Date, we were not involved in any cross-border
transmission of data.
BUSINESS
– 188 –


--- page 199 ---
As for the provision of data to third party, we may entrust third-party service providers to
process personal data for the purpose of (i) internal corporate management, (ii) provision of
third-party software to our customers and (iii) facilitating communication between sales personnel
and customers. We set out the purposes, methods and scope of data sharing with third parties in our
data privacy policies and obtain the consent of personal data subjects accordingly. Where our
business partners are involved in the processing of personal data, we typically enter into data
processing agreements with them which include provisions requiring compliance with applicable
data protection laws and regulations.
To reinforce our data security and protection measures, we have established a comprehensive
data compliance system comprising encryption systems, antivirus software and regular data backup.
Specifically, (i) we have designated departments responsible for guiding and implementing
cybersecurity, data security and personal information protection, including cybersecurity
protection, data classification and hierarchization, full lifecycle data management and compliance
assessments; (ii) access to all operational and business data is strictly controlled and limited to
authorized personnel based on the necessity of their job duties, following the principle of least
privilege, with regular reviews of access permissions. We have also formulated and implemented
detailed information privacy protection policies to monitor and prevent unauthorized access to or
leakage of any data handled in the course of our operations. Any attempt to access, modify or export
data outside the approved scope is subject to internal approval procedures and is monitored through
audit logs; (iii) we deploy robust network security infrastructure including firewalls and threat
intelligence tools as well as intrusion detection and prevention technologies to mitigate the risk of
external or internal breaches; and (iv) we promptly address any potential vulnerabilities and have
established internal procedures to respond to data breaches and security incidents. These policies
and measures facilitate our cybersecurity protection, personal information protection and data
management and provide detailed requirements in relation to the classification, storage, access,
transmission, encryption, backup and disposal of data.
During the Track Record Period and up to the Latest Practicable Date (i) we had not received
any investigation, enquiry, warning, penalty or sanction from governmental authorities (including
the Cyberspace Administration of China and its local branches) with regard to our practices in
relation to cybersecurity, data and privacy; (ii) we have not been involved in any legal proceedings
initiated by governmental authorities or third parties in relation to cybersecurity, data and privacy;
and (iii) there had been no material cybersecurity or data protection incidents or infringement upon
the rights of any third parties or other legal, administrative or governmental proceedings pending
or, to the best of our knowledge, threatened against or relating to us.
During the Track Record Period and up to the Latest Practicable Date, our information
technology and software systems did not encounter any material malfunction, unexpected system
failure, interruption or security breach, nor did we experience any material data leakage or data loss
or unauthorized use of customers’ or distributors’ personal information. As advised by our PRC
Legal Adviser, during the Track Record Period and up to the Latest Practicable Date, we had been
in compliance with the existing PRC laws and regulations on cybersecurity, data security and
personal data protection in all material respects and the existing laws and regulations in
cybersecurity, data security and personal data protection will not have a material adverse impact on
our business operations.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to operating as a responsible corporate by integrating ESG considerations
into our corporate strategy and daily operations. As advised by our PRC Legal Advisor, our
Directors confirm that, during the Track Record Period and up to the Latest Practicable Date, we
did not have any non-compliance with applicable health, work safety and environmental laws and
regulations that would, individually or in the aggregate, have a material adverse effect on our
business, financial condition or results of operations.
BUSINESS
– 189 –


--- page 200 ---
ESG Governance
The Board is ultimately responsible for the formulation and oversight of ESG strategies,
objectives, and key risk controls. We have established ESG and Sustainability Committee to support
strategic planning, shareholder engagement and ongoing risk assessment.
Ethical Conduct and Anti-Corruption
We uphold the highest standards of business ethics. We have implemented a comprehensive
anti-fraud and anti-corruption framework to govern conflict of interest management, confidentiality,
bribery prevention and whistleblower protection. Preventive measures include supplier blacklisting,
mandatory conflict-of-interest disclosures, and integrity clauses in procurement contracts.
Violations are subject to disciplinary action, including termination and criminal referral. We also
encourage employees and shareholders to raise concerns through a confidential reporting channel,
reinforcing a culture of accountability and transparency.
Environmental Protection Policies
We have implemented a comprehensive environmental management system aligned with ISO
14001:2015 certification and the applicable environmental laws of the PRC. Key environmental
performance metrics are tracked across business units, including electricity consumption and
non-hazardous waste recovery. We promote green operations through energy-efficient equipment
and employee awareness programs. The significant increase in total greenhouse gas emissions in
2023 was mainly due to the increase of electricity consumption caused by the increase in personnel,
product output, and leased area with the expansion of our business. The following table sets forth
the key ESG metrics that we monitor:
Indicator Unit Y ear ended December 31,
Six months
ended
June 30,
2022 2023 2024 2025
Emissions
Greenhouse gases (1)
Total greenhouse gas emissions /H1118/H1118/H1118/H1118/H1118tons of
CO2e
354.9 1,045.9 1,097.9 566.2
Direct greenhouse gas emissions (2) /H1118tons of
CO2e
2.5 2.5 2.5 1.2
Indirect greenhouse gas emissions (3) tons of
CO2e
352.4 1,043.4 1,095.4 565
Greenhouse gas emission intensity /H1118/H1118tons of
CO2e/
person
0.96 2.46 2.36 0.98
Exhaust emission
(4)
Carbon Monoxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 3.7 3.7 3.7 1.9
Nitrogen Oxides /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 0.1 0.1 0.1 0.1
Sulphur Dioxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 0.1 0.1 0.1 0.0
Waste
Total hazardous waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 30.0 45.0 50.0 30.0
Hazardous waste intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg/person 0.081 0.106 0.107 0.052
Total non-hazardous waste (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 1,060.0 1,060.0 1,070.0 1,607.0
Non-hazardous waste intensity /H1118/H1118/H1118/H1118/H1118/H1118kg/person 2.9 2.5 2.3 2.8
Resources Usage (6)
Energy Consumption
Total energy consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118MWh 551.7 1,642.5 1,725.7 891.0
Total direct energy consumption /H1118/H1118/H1118MWh 1.9 1.9 1.9 0.9
Total indirect energy consumption /H1118/H1118MWh 549.8 1,640.6 1,723.8 890.1
Energy consumption intensity /H1118/H1118/H1118/H1118/H1118/H1118MWh/person 1.5 3.86 3.70 1.55
Water resources consumption
Total water resources consumption /H1118/H1118m3 3,109.4 6,757.7 6,290.6 3,840.1
Water resources consumption
intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
m3/person 8.4 15.9 13.5 6.7
BUSINESS
– 190 –


--- page 201 ---
Notes:
(1) Greenhouse gas emission data are presented in terms of carbon dioxide equivalent, calculated according to the
“Guidelines for Accounting and Reporting Greenhouse Gas Emissions from Enterprises — Power Generation
Facilities (2021 Revision)” issued by China’s Ministry of Ecology and Environment and the “2006 IPCC Guidelines
for National Greenhouse Gas Inventories” published by the Intergovernmental Panel on Climate Change (IPCC).
(2) Direct greenhouse gas emissions mainly originate from the consumption of natural gas and petrol.
(3) Indirect greenhouse gas emissions primarily arise from electricity consumption.
(4) The sources of exhaust emissions include both stationary and mobile sources. Emissions from stationary sources are
calculated based on the “Manual of Emission Factors for Urban Living Sources from the First National Pollution
Census” and monitoring of actual production processes; emissions from mobile sources are calculated according to
the “Technical Guidelines for Compiling Road Motor V ehicle Air Pollutant Emission Inventories (Trial).”
(5) The non-hazardous waste involved in our operations mainly consists of non-hazardous domestic waste and office
supplies waste generated during our daily operations. All of it has been 100% recycled, with no emissions after
treatment.
(6) Our business does not involve the use of packaging materials, so Key Performance Indicator A2.5 (the total amount
of packaging materials used for finished products) is not applicable.
(7) The scope of data disclosed includes data from 2022, 2023, and 2024 at both the headquarters and branch levels.
Environmental Governance Targets
We have established a comprehensive Environmental, Social, and Governance (ESG)
management system and monitors various quantifiable indicators, with a target to reduce electricity
consumption intensity per person and water resource consumption intensity per person by 5%
respectively by 2030, using 2024 as the baseline year. Both the organic exhaust gases and fugitive
emissions from the Foshan factory comply with the Guangdong Provincial Local Standards and the
factory has obtained ISO 14001:2015 Environmental Management System Certification.
Based on historical operational data, as our business scale expands, the consumption of
electricity, as well as the generation of waste, have shown an upward trend. We have set the
promotion of energy-saving measures and the reduction of water and electricity consumption as our
goals and will continuously optimize emission intensity and resource use efficiency.
In terms of renewable energy, we target a 50% reduction in paper consumption against the
2024 baseline by 2030 to enhance resource efficiency, implementing comprehensive operations. To
ensure achievement of these goals, we will regularly publish ESG progress reports and rigorously
monitor and evaluate the effectiveness of all initiatives through ISO-certified management systems.
Environmental Protection Investment
In 2023, we invested a total of RMB77,000 (tax included) in environmental governance. The
funds were primarily allocated to the dedicated air purification treatment for formaldehyde removal
of the Foshan Haichuang Building and a comprehensive upgrade project for exhaust emission
systems and industrial noise control. In 2024, total environmental expenditures amounted to
RMB57,008 (tax included). These investments focused on the standardized disposal of industrial
solid waste, the professional transportation and compliant treatment of hazardous waste and the
completion of a triple international certification, covering ISO 9001, ISO 14001, and ISO 45001
standards. During the Track Record Period and up to the Latest Practicable Date, we are not
penalized for any environmental issues.
Social Responsibility
Employment: We maintain a compliant framework that covers recruitment, training, employee
protections and grievance mechanisms to ensure a safe and lawful workplace.
Product Responsibility and Quality Assurance: We operate ISO-certified quality
management systems with multi-stage inspections to ensure product safety and compliance
throughout the entire lifecycle.
Supply Chain Management : We apply strict supplier admission and quality control standards,
requiring certified management systems and documented procedures to ensure supply chain
reliability and regulatory compliance.
BUSINESS
– 191 –


--- page 202 ---
RISK MANAGEMENT AND INTERNAL CONTROL
We have established a set of risk management measures and internal control policies and
procedures that we consider to be appropriate for our business operations and we are dedicated to
continuously improving these policies. Furthermore, we continually review the implementation of
our risk management policies and measures to ensure that our policies and implementation are
effective and sufficient.
In preparation for the Listing, we have engaged an independent third-party consultant (the
“Internal Control Consultant ”) to perform a review over selected areas of our internal control (the
“Internal Control Review ”). The scope of the Internal Control Review performed by the Internal
Control Consultant was agreed between us and the Internal Control Consultant. The selected areas
of our internal controls that were reviewed by the Internal Control Consultant included entity-level
controls and business process level controls, including sales, accounts receivable and collections,
procurement, accounts payable and payments, inventory management (including logistics),
production and cost, human resources and payroll, fixed assets and intangible assets management,
cash and funds management, insurance management, financial reporting and information disclosure
control, tax management, general controls of information systems, and R&D processes.
The Internal Control Consultant performed the follow-up reviews in May 2025 to review the
status of the management actions taken by us to address the findings of the Internal Control Review,
and did not make further recommendations for the samples tested. The Internal Control Review was
conducted based on information provided by our Group and no assurance or opinion on internal
controls was expressed by the Internal Control Consultant.
Having considered the report prepared by our Internal Control Consultant, the Directors
confirmed that all of the major recommendations provided by the Internal Control Consultant have
been followed and corrective actions were taken accordingly. Our Directors are of the view that our
enhanced internal control measures are adequate and effective to ensure compliance with relevant
laws and regulations going forward.
PROPERTIES
Our headquarters are located in Guangdong, China. We lease properties in China and South
Korea. As of the Latest Practicable Date, none of the properties held or leased by us had a carrying
amount of 15% or more of our consolidated total assets. According to section 6(2) of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice,
this Prospectus is exempt from the requirements of section 342(1)(b) of the Companies (Winding
up and Miscellaneous Provisions) Ordinance to include all interests in land or buildings in a
valuation report as described under paragraph 34(2) of the Third Schedule to the Companies
(Winding up and Miscellaneous Provisions) Ordinance.
Leased Properties
As of the Latest Practicable Date, we leased seven properties in China with an aggregate GFA
of approximately 38,309.9 sq.m., that were primarily used for production base and office spaces.
The leases generally have a term ranging from two to three years. As of the same date, there were
defects in some of our leased properties in China.
As of the Latest Practicable Date, for one leased property with a GFA of 465.65 sq.m.
(representing approximately 1.2% of our total leased GFA in China as of the Latest Practicable
Date), (i) the lessor of which had not provided us with valid property ownership certificate
documents; and (ii) its actual usage was inconsistent with the usage set out in the title certificate.
This property, situated on allocated land, is primarily used for office purposes. As advised by our
PRC Legal Advisor, our leasehold interests may be affected by the inconsistent usage, or if the
property rights holder is ordered by the land administration authority to return the land, and we may
be forced to vacate from the leased property. Taking into account (i) the insignificant proportion of
such property in our overall leased property portfolio; (ii) that, during the Track Record Period and
BUSINESS
– 192 –


--- page 203 ---
up to the Latest Practicable Date, we had not received any notice requiring us to vacate such
premise due to such inconsistency or due to any third-party challenge to the lessor’s leasehold right,
nor were we aware of any ongoing litigation, arbitration, or other legal disputes in respect of such
lease; (iii) that we are not the subject of penalties under relevant laws and regulations in the event
of any dispute or loss arising from the use of such premise; and (iv) the readily replaceable nature
of such property due to its limited size and standard usage, our Directors are of the view that the
absence of valid title certificate for, or inconsistent usage of, such leased property would not have
any material adverse effect on our business, financial condition or results of operations.
In addition, as of the Latest Practicable Date, we were unable to file the lease agreements for
registration with respect to five of our leased properties in China. Registration requires cooperation
from both parties, and lessors are typically unwilling to complete such procedures due to the low
penalty risk. As such, we were unable to complete registration for these lease agreements. We have
implemented internal policies requiring our employees to proactively coordinate with lessors to
complete the registration process and to register lease agreements where lessors are cooperative.
According to the relevant PRC regulations, we may be ordered by the relevant government
authorities to register the relevant lease agreements within a prescribed period, and we may be
subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if we fail to
comply. The maximum aggregate penalty, if imposed, would be RMB50,000, which our Directors
believe would not have any material adverse impact on our business operations. As advised by our
PRC Legal Advisor, the validity and enforceability of the lease agreements are not affected by the
failure to register or file the lease agreements with the relevant government authorities. Based on
the foregoing and considering that, during the Track Record Period and up to the Latest Practicable
Date, we had not been required to register these leases by the authorities and had not been penalized
for such non-registration, our Directors are of the view that the non-registration of the lease
agreements will not have any material adverse effect on our business, financial condition or results
of operations.
Having considered the above, our Directors believe that the foregoing incidents do not
constitute material or systemic non-compliance on the part of our Group and will not, individually
or in the aggregate, materially and adversely affect our business or results of operations. For risks
relating to our leased properties, see “Risk Factors — Risks Relating to Our General Operation and
Industry — We lease properties primarily for office use and production. Any non-renewal of leases,
substantial increases in rent, or any third-party challenge to our leasehold interest, may affect our
business and financial performance.”
Additionally, as of the Latest Practicable Date, we leased one property in South Korea with
a gross floor area of approximately 133.3 sq.m., primarily used as office space, under a lease term
of about one year.
LICENSES, APPROV ALS AND PERMITS
All of our principal businesses are conducted in the PRC. We are required to maintain various
licenses, permits and approvals in order to operate our business. We continually monitor our
compliance with the requirements related to licenses, permits and approvals in order to ensure that
we have all such licenses, permits and approvals which are necessary to operate our business. As
advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable
Date, we had obtained all requisite licenses, approvals and permits from the relevant authorities in
China that are material to the operation of our existing business. The following table sets out a list
of material licenses, permits and approval held by us as of the Latest Practicable Date:
License/permit
Entity holding the
license/permit Latest renewal date Expiration Date
High-tech Enterprise
Certificate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Our Company December 2023 December 2026
Specialized and Innovative
“Little Giant” Enterprise /H1118
Our Company October 2025 October 2028
BUSINESS
– 193 –


--- page 204 ---
In addition, while we primarily sell our products in China, a portion of our products is
exported to overseas markets. Products exported to certain overseas markets are required to comply
with applicable local industry-specific certifications, standards and testing requirements for safety
and reliability, depending on the destination markets and customer requirements. These include,
among others, ISO 13849, ISO/TS 15066 and FCC for North America; CE certification for the
European Union, Japan, Turkey and Brazil; KCs certification for South Korea; and CAN/CSA
Z434-14 (R2020) for Canada. We have also obtained additional non-mandatory certifications and
test results, such as China Robot CR certification, IPX6 ingress protection ratings and MTBF
testing results, to meet higher customer and application-specific requirements.
We did not maintain product liability insurance for exported products, which is not required
by overseas exports. During the Track Record Period and up to the Latest Practicable Date, we have
maintained all material certifications required for our product exports to overseas markets, nor had
we been subject to any penalties, sanctions or enforcement actions imposed by overseas regulatory
authorities.
The table below sets out the main standards, certifications or requirements that we were
compliant with as of the Latest Practicable Date:
Standards, certifications
or requirements
Definition of the standards,
certifications or requirements
Our compliance with the standards,
certifications or requirements
ISO/TS 15066:2016 /H1118/H1118/H1118An international technical
specification that provides safety
requirements and guidance for
collaborative industrial robot
systems and the work
environment, supporting the safe
implementation of human-robot
collaboration.
Our cobots have achieved ISO/TS
15066:2016 compliance,
confirming that it meets the
safety requirements for
collaborative operation between
humans and robots in industrial
environments.
100000 Hours Mean
Time Between
Failures (MTBF)
Reliability
Certification /H1118/H1118/H1118/H1118/H1118/H1118/H1118
An certificate issued by the Chinese
National Robot Test and
Assessment Center, that provides
reliability requirements and
guidance for collaborative
industrial robot systems,
supporting long-term operational
stability and durability through a
benchmark of 100000 hours Mean
Time Between Failures.
Our cobots have successfully passed
the MTBF 100000-hour reliability
test conducted by a national
authority, demonstrating their
high durability and consistent
performance.
China Compulsory
Certification (CCC)
for Insulated Electric
Wires and Cables /H1118/H1118/H1118
A specification issued China’s
national mandatory certification
system that provides safety and
reliability requirements for
collaborative robotic arms,
supporting compliant
manufacturing, operational safety,
and quality assurance through
product type testing, factory
quality audits, and post-
certification supervision.
Our cobot models E10, E05, and
E03 met the national safety and
reliability standards for industrial
use, demonstrating our
achievement of a certified level
of product quality and operational
assurance.
BUSINESS
– 194 –


--- page 205 ---
Standards, certifications
or requirements
Definition of the standards,
certifications or requirements
Our compliance with the standards,
certifications or requirements
V erification of MD
(Machinery Directive)
Compliance /H1118/H1118/H1118/H1118/H1118/H1118/H1118
A certificate provided by SGS that
shows a product meets EU safety
and quality standards required for
CE marking under the Machinery
Directive.
Our cobots have received CE
marking, confirming that they are
built to high European standards
for machinery safety design
quality and electrical protection.
IEC 60601 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118An internally recognized standard
for the basic safety and essential
performance of medical electrical
equipment
Our Elfin-Pro Series cobots have
achieved IEC-60601 certification,
confirming that the Elfin-Pro
Series cobots meet the stringent
safety requirements and are
suitable for use in medical and
healthcare environments.
CE-EMC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Compliance with the
electromagnetic compatibility
requirements under the CE
marketing system in the European
Economic Area
Our Elfin-Pro Series cobots have
received CE-EMC certification,
confirming that they can operate
reliably in environments with
various electronic devices without
causing or being affected by
electromagnetic disturbances.
CAN/CSA Z434-14
(R2020) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A Canadian national standard
specifying safety requirements for
the design, installation,
safeguarding, maintenance, and
operation of industrial robots and
robot systems.
Our cobots have achieved
CAN/CSA Z434-14 (R2020)
certification, confirming that they
meet the rigorous safety
requirements for industrial robots
and robot systems in accordance
with Canadian standards.
Machinery Directive
2006/42/EC (MD) /H1118/H1118/H1118
A European Union directive that
sets out essential health and
safety requirements for machinery
placed on the market or put into
service within the European
Economic Area, ensuring the
safety of machinery users and
operators.
Our cobots have achieved
verification of compliance with
the Machinery Directive
2006/42/EC, confirming that they
meet the stringent health and
safety requirements for machinery
intended for use within the
European Economic Area.
ISO 13849-1:2015 /H1118/H1118/H1118/H1118An international standard that
specifies the safety requirements
and guidance on the principles
for the design and integration of
safety-related parts of control
systems, including the
achievement of required
performance levels for machinery.
Our cobots have achieved ISO
13849-1:2015 functional safety
certification, confirming that their
safety architecture and
performance level meet the
stringent requirements for safety-
related control systems in
machinery.
SEMI S2-0818A /H1118/H1118/H1118/H1118/H1118/H1118An international safety guideline
developed by SEMI
(Semiconductor Equipment and
Materials International) that
specifies the requirements for the
environmental, health, and safety
aspects of semiconductor
manufacturing equipment.
Our cobots have achieved SEMI
S2-0818A compliance, confirming
that they meet the environmental,
health, and safety requirements
for use in semiconductor
manufacturing environments.
BUSINESS
– 195 –


--- page 206 ---
Standards, certifications
or requirements
Definition of the standards,
certifications or requirements
Our compliance with the standards,
certifications or requirements
IP68 ingress protection
rating under IEC
60529 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An international ingress protection
rating defined under IEC 60529,
where the first digit /H110336/H11033indicates
complete protection against dust
ingress and the second digit /H110338/H11033
indicates protection against
continuous immersion in water
under conditions specified by the
manufacturer and the testing
laboratory.
Our cobot model E10F has passed
the IP6X dust ingress test and the
IPX8 continuous immersion test
conducted by SGS under IEC
60529, and therefore achieves an
overall IP68 ingress protection
rating.
Korea Certification for
Safety ( /H11033KCs/H11033) /H1118/H1118/H1118/H1118/H1118
A safety certification regime
administered under the Korean
occupational safety and health
regulations, which sets out safety
requirements for machinery
including industrial robots placed
on the Korean market and used in
workplaces.
Our cobot models S05, S20, S30,
S10 and S15 have obtained KCs
self-confirmation of safety
certificates for six-axis industrial
robots issued by the Korea
Occupational Safety and Health
Agency, confirming their
compliance with the applicable
Korean safety requirements.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been and
were not a party to any material legal, arbitral or administrative proceedings, and we were not aware
of any pending or threatened legal, arbitral or administrative proceedings against us or our Directors
that could, individually or in the aggregate, have a material adverse effect on our business, financial
condition and results of operations.
During the Track Record Period and up to the Latest Practicable Date, we had not been and
were not involved in any non-compliance incidents that led to fines, enforcement actions or other
penalties that could, individually or in the aggregate, have a material adverse effect on our business,
financial condition or results of operations. Our Directors and our PRC Legal Advisor are of the
view that, we had complied, in all material respects, with all relevant laws and regulations in the
PRC during the Track Record Period and up to the Latest Practicable Date.
BUSINESS
– 196 –


--- page 207 ---
OVERVIEW
Upon Listing, transactions between members of our Group and our connected persons will
constitute our transactions of our Company under Chapter 14A of the Listing Rules.
CONNECTED PERSONS
The table below sets forth the connected persons of our Company involved in the connected
transactions set out in this section and the nature of their connection with us:
Name of Connected Persons Connected Relationship
Han’s Laser /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118One of our substantial shareholders
SUMMARY OF THE TRANSACTIONS
Nature of Transaction Waiver Sought Historical Amount
Proposed Annual Cap
for the Y ear Ending
December 31,
2026 2027 2028
(RMB in millions) (RMB million)
One-off Connected Transaction
1. Lease Agreement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A N/A N/A
Fully-exempt Continuing Connected Transaction
2. Administrative Services
Framework Agreement /H1118/H1118/H1118/H1118/H1118/H1118/H1118
N/A For the year ended
December 31,
2022: 0.62
2023: 0.73
2024: 0.79
For the nine
months ended
September 30,
2025: 1.05
2.0 2.0 2.0
Non-exempt Continuing Connected Transactions
3. Procurement Framework
Agreement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Announcement
requirement
For the year ended
December 31,
2022: 6.23
2023: 2.35
2024: 0.73
For the nine
months ended
September 30,
2025: 0.26
2.0 3.0 4.0
4. Sales Framework Agreement /H1118/H1118/H1118Announcement and
independent
shareholders’
approval
requirements
For the year ended
December 31,
2022: 12.60
2023: 16.71
2024: 16.07
For the nine
months ended
September 30,
2025: 9.66
30.0 40.0 60.0
CONNECTED TRANSACTIONS
– 197 –


--- page 208 ---
ONE-OFF CONNECTED TRANSACTION
1. Lease Agreement
Principal terms
We entered into lease agreements with Han’s Laser in March 2025 pursuant to which Han’s
Laser agreed to lease to us a premise (the “ Leased Property ”) with a total gross floor area of
approximately 7,500 sq.m. located in Guangdong Province, the PRC mainly for office use (the
“Lease Agreement ”). The rent under the Lease Agreement, on an annual basis, is approximately
RMB2.63 million, and shall be payable by us on a monthly basis. The Lease Agreement has a fixed
term from January 1, 2025 to February 29, 2028. The value of the lease liabilities which includes
the present value of the lease payment recognized by our Company according to IFRS 16
attributable to the lease under the Lease Agreement amounted to approximately RMB13.97 million
as at September 30, 2025. The Lease Agreement was entered into: (i) in the ordinary and usual
course of business of our Company; (ii) on arm’s length basis; and (iii) on normal commercial terms
with the rent being determined with reference to the prevailing market rates for similar properties
in the same area and the square meters rented.
In accordance with IFRS 16 “Leases,” our Company recognized a right-of-use asset on its
balance sheet in connection with the lease of the properties from Han’s Laser. As such, the
transactions under the Lease Agreement will be recorded as an acquisition of a capital asset and a
one-off connected transaction of our Company for the purpose of the Listing Rules. Accordingly,
the reporting, announcement, annual review and independent shareholders’ approval requirements
with respect to continuing connected transactions in Chapter 14A of the Listing Rules will not be
applicable.
FULLY-EXEMPT CONTINUING CONNECTED TRANSACTION
We have conducted the following transaction in the ordinary and usual course of our business,
which will, upon Listing, constitute continuing connected transaction of our Company fully exempt
from the annual reporting, announcement and/or independent shareholders’ approval requirements
(as the case may be) under Chapter 14A of the Listing Rules.
2. Administrative Services Framework Agreement
Principal terms
We entered into an administrative services framework agreement with Han’s Laser on March
20, 2026 (the “ Administrative Services Framework Agreement ”), pursuant to which, Han’s Laser
will provide (i) property management services to our Group in respect of the Leased Property and
we will pay property management fee to Han’s Laser; and (ii) accommodation services (staff
dormitory services) and other ancillary services such as car rental services. The initial term of the
Administrative Services Framework Agreement shall commence on the Listing Date until December
31, 2028. Relevant subsidiaries of both parties will enter into separate underlying agreements and/or
orders which will set out the specific terms and conditions according to the principals provided in
the Administrative Services Framework Agreement.
Reasons for the benefits of the transaction
Our Company has been procuring such services from Han’s Laser during the Track Record
Period. Our Group and Han’s Laser have established a long-term and stable business relationship,
and Han’s Laser has acquired a comprehensive understanding of our property management needs.
Considering that Han’s Laser has provided such service to us during the Track Record Period, we
believe it is in the best interest of the Group and our Shareholders as a whole to continue to procure
such service from Han’s Laser who is capable of fulfilling our demands with a stable and high
quality service.
CONNECTED TRANSACTIONS
– 198 –


--- page 209 ---
Pricing policies
The pricing offered by Han’s Laser for its property management services is determined based
on its standard pricing policy. The Group will conduct annual review to ensure the pricing terms
under the Administrative Services Framework Agreement shall be in the best interests of our
Company and our Shareholders as a whole.
Historical amounts
The service fee paid by our Group was RMB0.62 million, RMB0.73 million, RMB0.79 million
and RMB1.05 million, for the years ended December 31, 2022, 2023 and 2024 and for the nine
months ended September 30, 2025, respectively.
Annual caps
The service fee under the Administrative Services Framework Agreement for the three years
ending December 31, 2026, 2027 and 2028 shall not exceed RMB2.0 million, RMB2.0 million, and
RMB2.0 million, respectively.
Basis of annual caps
In determining the annual caps for the transactions contemplated under the Administrative
Services Framework Agreement, we have considered, among other things, the following:
 The historical transaction amount and the expected demand of such services;
 The gross floor area of properties currently leased from Han’s Laser; and
 The anticipated expansion of our business in the rapidly expanding global cobot
industry, which is expected to lead to a corresponding increase in our need for the
administrative services (including accommodation and other ancillary services) provided
by Han’s Laser.
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We have conducted the following transactions in the ordinary and usual course of our
business, which will, upon Listing, constitute continuing connected transactions of our Company
subject to the annual reporting, announcement and/or independent shareholders’ approval
requirements (as the case may be) under Chapter 14A of the Listing Rules.
3. Procurement Framework Agreement
Principal terms
We entered into a procurement framework agreement with Han’s Laser on March 20, 2026 (the
“Procurement Framework Agreement ”), pursuant to which, our Group will procure various (i)
ancillary equipment and tools such as laser welding machine and visual equipment; and (ii)
customized special-model motors from Han’s Laser. The initial term of the Procurement Framework
Agreement shall commence on the Listing Date until December 31, 2028. Relevant subsidiaries of
both parties will enter into separate underlying agreements and/or orders which will set out the
specific terms and conditions according to the principals provided in the Procurement Framework
Agreement.
CONNECTED TRANSACTIONS
– 199 –


--- page 210 ---
Reasons for and benefits of the transaction
Despite we mainly offer our clients with standardized cobots which are adaptable in various
application scenarios, some of our clients may from time to time require our cobots to be equipped
with certain application scenario-specific functions such as laser welding and palletizing. As we do
not manufacture such ancillary equipment and tools by ourselves, we procure such ancillary
equipment and tools from third parties including Han’s Laser if we consider it is in the interests of
the Company and Shareholders as a whole. Typically, our cobots incorporate our proprietary motion
control technology, integrating torque motors, servo drive systems and advanced control algorithms.
For those clients who may require customized special-model motors, taking into consideration the
size of the procurement order, the expected delivery date and the resources required, we may from
time to time outsource such customized special-model motors to third parties including Han’s Laser
if we consider it is in the interests of the Company and Shareholders as a whole.
Our Company has been purchasing such products from Han’s Laser during the Track Record
Period in the ordinary and usual course of our business. Our Group and Han’s laser have established
a long-term and stable business relationship, and Han’s Laser has acquired a comprehensive
understanding of our business and operational requirements. Considering that Han’s Laser has
provided such products to us during the Track Record Period, we believe it is in the best interest
of the Group and our Shareholders as a whole to continue to procure such products from Han’s
Laser who is capable of fulfilling our demands with a stable and high quality supply on terms which
are similar to or better than those offered by Independent Third Parties. In addition, it would be
more cost-effective for the Company to procure such products from third parties including Han’s
Laser rather than to invest additional resources (including manpower, manufacturing capacity and
land) for special orders.
Pricing policies
The fees to be charged by Han’s Laser in respect of above products shall be determined
through arm’s length negotiations between the relevant parties, taking into consideration the pricing
offered by our clients, volume of products required, standard fee rate of Han’s Laser, expected cost
to be incurred by Han’s Laser, and prevailing market price of comparable products. The Group will
obtain fee quotes from Independent Third Parties for comparable products at least on an annual
basis and/or before entering into any definitive agreements to ensure the terms offered by Han’s
Laser are similar to or better than the terms offered by Independent Third Parties under the similar
circumstances.
Historical amounts
The transaction amounts in respect of our procurement of the above products were
approximately RMB6.23 million, RMB2.35 million, RMB0.73 million and RMB0.26 million for the
years ended December 31, 2022, 2023 and 2024 and for the nine months ended September 30, 2025,
respectively.
Annual caps
The transaction amounts in respect of our procurement of the above products under the
Procurement Framework Agreement for the three years ending December 31, 2026, 2027 and 2028
shall not exceed RMB2.0 million, RMB3.0 million and RMB4.0 million, respectively.
CONNECTED TRANSACTIONS
– 200 –


--- page 211 ---
Basis of annual caps
In determining the annual caps for the transactions contemplated under the Procurement
Framework Agreement, we have considered, among other things, the following:
 The historical transaction amount, including the unit costs and the expected market
condition and general cost inflation for the relevant period;
 The anticipated expansion of our business in the rapidly expanding global cobot industry
taking into account, among others, macroeconomic conditions, market demand and
industry standards, which is expected to lead to a corresponding increase in our demand
for (i) ancillary equipment and tools and (ii) customized special-model motors (as may
be requested by some of our clients from time to time) in order to match our operating
needs; and
 The quality of the products and pricing Han’s Laser offers are reliable and more
competitive than other suppliers. As such, we would generally prefer to procure from
Han’s Laser (although we have a number of alternative suppliers). In addition, some of
our customers may specifically request for procurement of these products from Han’s
Laser.
4. Sales Framework Agreement
Principal terms
The Company entered into a sales framework agreement with Han’s Laser (the “ Sales
Framework Agreement ”) on March 20, 2026, pursuant to which, we will provide our cobots and
servo drives as well as complementary post-sale services and other technology services to Han’s
Laser. The initial term of the Sales Framework Agreement shall commence on the Listing Date until
December 31, 2028. Relevant subsidiaries of both parties will enter into separate underlying
agreements and/or orders which will set out the specific terms and conditions according to the
principals provided in the Sales Framework Agreement.
Reasons for and benefits of the transaction
Han’s Laser is one of leading intelligent manufacturing equipment and industrial automation
solution providers, it operates in, among others, the industrial robot system integration industry. As
a key player in the industrial robot system integration industry Han’s Laser procures various robots
and/or servo drives from third parties including the Group and integrates these robots and servo
drives into its solutions offered to clients. Sale of robots and servo drives is in the ordinary and
usual course of business of the Group.
Pricing policies
The fee charged by us is determined with reference to the sales pricing policy adopted by us
which applies to all of our sales. Our sales pricing policy takes into consideration, among others,
our cost and expense, our reasonable profit margin and customers’ procurement volume. The pricing
offered by us to Han’s Laser is generally in line with that offered to other customers of our Group
with similar procurement scale. The Group will conduct annual review to ensure the pricing terms
under the Sales Framework Agreement shall be at least in line with the comparable market rates and
in the best interests of our Company and our Shareholders as a whole.
Historical amounts
The transaction amounts in respect of the sale of the above products and services by us were
approximately RMB12.60 million, RMB16.71 million, RMB16.07 million and RMB9.66 million for
the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025,
respectively.
CONNECTED TRANSACTIONS
– 201 –


--- page 212 ---
Annual caps
The transaction amounts in respect of the sale of the above products and services by us under
the Sales Framework Agreement for the three years ending December 31, 2026, 2027 and 2028 shall
not exceed RMB30.0 million, RMB40.0 million and RMB60.0 million, respectively.
Basis of annual caps
In determining the annual caps for the transactions contemplated under the Sales Framework
Agreement, we have considered, among other things, the following:
 The historical transaction amount, including the unit costs and the expected market
condition and general cost inflation for the relevant period;
 The estimated continuous business growth of Han’s Laser, taking into account, among
others, macroeconomic conditions, market demand and industry standards, which drives
increase in demand for our products. As a key participant in the downstream industrial
robot system integration industry in PRC and one of the largest industrial robot system
integration manufacturer in PRC market, Han’s Laser has a substantial demand for
cobots and servo drives which are integrated into its solutions offered to clients; and
 As a leading player in the industry who offers high-quality products, our products are
well recognized by Han’s Laser and its customers, some of Han’s Laser’s customers may
specifically request Han’s Laser to procure our products. In addition, our Group and
Han’s Laser have established a long-term and stable business relationship, such that we
have acquired a comprehensive understanding of Han’s Laser’s operational
requirements. Hence, Han’s Laser’s procurement of the relevant products from us is
expected to increase.
LISTING RULES IMPLICATIONS
In respect of the transaction under the Administrative Services Framework Agreement, as the
highest applicable percentage ratio for each of the three years ending December 31, 2026, 2027 and
2028 calculated for the purpose of Chapter 14A of the Listing Rules is expected to be less 5% on
an annual basis and the highest annual cap for the three years ending December 31, 2028 is less than
HKD3 million, such transactions will, upon Listing, constitute continuing connected transactions of
our Company fully exempt from the reporting, annual review, announcement, circular and
independent shareholders’ approval requirements under Chapter 14A of the Listing Rules pursuant
to Rule 14A.76(1) of the Listing Rules.
In respect of the transactions under the Procurement Framework Agreement, as the highest
applicable percentage ratio for each of the three years ending December 31, 2026, 2027 and 2028
calculated for the purpose of Chapter 14A of the Listing Rules is expected to be more than 0.1%
but less than 5% on an annual basis, such transactions will, upon Listing, constitute continuing
connected transactions of our Company subject to the annual reporting and announcement
requirements under the Listing Rules.
In respect of the transactions under the Sales Framework Agreement, as the highest applicable
percentage ratio for each of the three years ending December 31, 2026, 2027 and 2028 calculated
for the purpose of Chapter 14A of the Listing Rules is expected to be more than 5% on an annual
basis, such transactions will, upon Listing, constitute continuing connected transactions of our
Company subject to the annual reporting, announcement and the independent shareholders’
approval requirements under the Listing Rules.
CONNECTED TRANSACTIONS
– 202 –


--- page 213 ---
INTERNAL CONTROL MEASURES
In order to ensure that the terms under relevant framework agreements for the continuing
connected transactions are fair and reasonable, or no less favorable than terms available to or from
Independent Third Parties, and are carried out under normal commercial terms, we have adopted the
following internal control procedures:
 our various internal departments will be responsible for the control and daily
management in respect of the continuing connected transactions;
 our various internal departments will be jointly responsible for evaluating the terms
under the framework agreement for the continuing connected transactions, in particular,
the fairness of the pricing policies and annual caps under each transaction;
 our various internal departments will regularly monitor the fulfilment status of the
annual caps and the transaction updates under the framework agreements; and
 our independent non-executive Directors and auditors will conduct annual review of the
continuing connected transactions under the framework agreements and provide annual
confirmation to ensure that, in accordance with the Listing Rules, the transactions are
conducted in accordance with the terms of the framework agreements, on normal
commercial terms and in accordance with the relevant pricing policies.
CONFIRMATION BY DIRECTORS
The Directors (including independent non-executive Directors) are of the view that the above
continuing connected transactions have been entered into in the ordinary and usual course of
business of our Group and on normal commercial terms or better that are fair and reasonable and
in the interests of our Company and our Shareholders as a whole; and the proposed annual caps for
such continuing connected transactions are fair and reasonable and in the interests of our Company
and our Shareholders as a whole.
CONFIRMATION BY THE JOINT SPONSORS
The Joint Sponsors are of the view that the above continuing connected transactions have been
entered into in the ordinary and usual course of business of the Group on normal commercial terms
or better which are fair and reasonable and in the interests of the Company and its Shareholders as
a whole; and the proposed annual caps in respect of such continuing connected transactions are fair
and reasonable and in the interests of the Company and its Shareholders as a whole.
W AIVERS GRANTED BY THE STOCK EXCHANGE
As the above continuing connected transactions are expected to be carried out on a recurring
basis, our Directors consider that strict compliance with the aforesaid announcement and/or
independent shareholders’ approval requirements (as the case may be) will be impractical, and such
requirement will lead to unnecessary administrative costs and create an onerous burden on our
Group. Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, pursuant to Rule 14A.105 of the Listing Rules, waivers from strict compliance with the
announcement and independent shareholders’ approval requirements under Rule 14A.35 and Rule
14A.36 of the Listing Rules in respect of each of the above continuing connected transactions (as
the case may be), provided that the total amount of transactions for each of the three years ending
December 31, 2026, 2027 and 2028 will not exceed the relevant proposed annual caps as set out in
this section. We will comply with the applicable requirements of the Listing Rules if we exceed the
proposed annual caps set out in this section or if there are significant changes in the terms of such
transactions.
Save for the announcement and/or independent shareholders’ approval requirements (as the
case may be) for which a waiver has been granted, the Company will comply with the relevant
requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTIONS
– 203 –


--- page 214 ---
OVERVIEW
Our Board consists of seven Directors, including three executive Directors, one non-executive
Director and three independent non-executive Directors. All our Directors and senior management
meet the qualification requirements under the relevant PRC laws and regulations and the Hong
Kong Listing Rules for their respective positions.
BOARD OF DIRECTORS
Brief information of our Directors is set out below:
Name Age Position
Date of
appointment as
Director
Date of joining
our Group
Principal roles
and responsibilities
Mr. Wang
Guangneng
(ˮΈঐ)/H1118/H1118/H1118/H1118/H1118
51 Executive Director,
chairperson of the
Board and general
manager
September 7,
2017
September 7,
2017
Responsible for the strategic
planning, daily operations
and management of our
Group
Mr. Zhang
Guoping ( ੵ਷
̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Executive Director and
chief technology
officer
November 3,
2020
September 7,
2017
Responsible for research and
development of our
technology and product
Mr. Zhang Yingtao
(ੵᏐᏹ)/H1118/H1118/H1118/H1118/H1118
40 Executive Director, chief
financial officer and
Board secretary
May 14, 2025 November 3,
2020
Responsible for financing,
investor relations, financial
management, legal and
compliance, and business
development of our Group
Dr. Fang Bin
(ⅳג)H1118/H1118/H1118/H1118/H1118/H1118
41 Non-executive Director July 1, 2021 July 1, 2021 Responsible for participating
in strategic decision
making, supervision and
management operations
through the Board
Dr. Wang Yihua
(ˮ່ശ)/H1118/H1118/H1118/H1118/H1118
54 Independent Non-
executive Director
May 14, 2025 May 14, 2025 Responsible for supervising
and offering independent
judgment to the Board
Dr. Huang Kai
(ර௱) /H1118/H1118/H1118/H1118/H1118/H1118
48 Independent Non-
executive Director
May 14, 2025 May 14, 2025 Responsible for supervising
and offering independent
judgment to the Board
Ms. Gao Li
(৷ᘆ) /H1118/H1118/H1118/H1118/H1118/H1118
50 Independent Non-
executive Director
May 14, 2025 May 14, 2025 Responsible for supervising
and offering independent
judgment to the Board
Executive Directors
Mr. Wang Guangneng ( ˮΈঐ), aged 51, is our founder, executive Director, chairperson of
the Board and general manager. Mr. Wang also holds directorships in various subsidiaries of our
Company, including Huayan Robotics Technology and Jiutian Power Technology.
DIRECTORS AND SENIOR MANAGEMENT
– 204 –


--- page 215 ---
Mr. Wang has over 25 years of experience in motors, servos and motion control. Prior to
founding our Group in 2017, Mr. Wang worked as an electronic engineer at ASM Technology
Singapore Pte Ltd (currently known as ASMPT Singapore Pte. Ltd.), a subsidiary of ASMPT
Limited, which is listed on the Main Board of the Stock Exchange (stock code: 00522), from May
2001 to December 2004. Afterwards, from June 2005 to August 2017, Mr. Wang served as the
deputy general manager, being responsible for leading product research and development, at
Shenzhen Han’s Motor Technology Co., Ltd. (ʮ̡), a wholly-owned
subsidiary of Han’s Laser, one of our substantial Shareholders. Mr. Wang was also appointed as (i)
an industry professor of the Department of Electronic and Electrical Engineering, Southern
University of Science and Technology (Ҧɽኪཥɿၾཥंʈ೻ӻ) for a period from
November 2023 to October 2026; and (ii) an expert in the strategic experts database of the
Guangdong Provincial Development and Reform Commission (ึ) for a
period from April 2023 to April 2028.
Mr. Wang obtained his bachelor’s degree in electrical technology from Beihang University ( ̏
ঘ˂ɽኪ) in the PRC in July 1998 and his master’s degree in power electronics and power
transmission from Beihang University in March 2001. In November 2011, Mr. Wang was recognized
as an Electrical Engineering Senior Engineer (ࢪby the Shenzhen Human
Resources and Social Security Bureau (ღ҅). Mr. Wang was awarded the
First Prize of Guangdong Science and Technology Award (ኪҦஔᆤᎸɓഃᆤ)b yt h e
People’s Government of Guangdong Province (ִ݁in February 2017 and the Second
Prize of the 2019 National Technological Invention Award (2019ɚഃᆤ)b yt h e
Ministry of Science and Technology (Ҧ௅) of the PRC in January 2020.
Mr. Zhang Guoping ( ੵ਷̻), aged 47, is our founder, executive Director and chief
technology officer. Mr. Zhang has served as our chief technology officer since our incorporation in
2017 and was appointed as a Director in November 2020.
Mr. Zhang has over 20 years of experience in motors, servos and motion control. Prior to
founding our Group in 2017, Mr. Zhang worked as a R&D engineer at ASM Assembly Automation
Limited (ʮ̡) from May 2005 and as a R&D director at Shenzhen Han’s Motor
Technology Co., Ltd. (ʮ̡) from September 2008 to September 2017.
Mr. Zhang obtained his bachelor’s degree in electronic engineering and automation from
Beihang University in July 2002 and his master’s degree in power electronics and power
transmission from Beihang University in March 2005. In February 2013, Mr. Zhang was awarded
the Second Prize of Guangdong Science and Technology Award (ኪҦஔᆤᎸɚഃᆤ)b y
the People’s Government of Guangdong Province. In 2017, Mr. Zhang was recognized as a
Shenzhen High-level Professional Talent ( ଉέ̹৷ᄴϣਖ਼ุɛʑ) by the Shenzhen Human
Resources and Social Security Bureau.
Mr. Zhang Yingtao ( ੵᏐᏹ), aged 40, is our executive Director, chief financial officer and
Board secretary. Mr. Zhang Yingtao joined our Group in November 2020 and has since served as
our strategy development director being responsible for among others, the investor relations,
financing and financial management of the Group. He was appointed as an executive Director, chief
financial officer and Board secretary in May 2025.
Mr. Zhang Yingtao is experienced in financing, investment management and financial
management. His previous working experience includes, (i) to our best knowledge, working as an
operations management trainee at S.F. Express Co., Ltd. (ʮ̡), a wholly-owned
subsidiary of S.F. Holding Co., Ltd. (ʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 002352) and on the Main Board of the Stock Exchange (stock code:
06936), from October 2014 to June 2015; (ii) serving as an industry researcher at Shenzhen Qianhai
Ningzhi Private Equity Securities Fund Management Co., Ltd. (၍ଣϞ
ʮ̡) from August 2015 to February 2017, being responsible for, among others, evaluating
investment targets from perspectives including financial status, business and prospects; (iii) serving
as an investment manager at Shenzhen Xinjingjie Investment Management Co., Ltd. (ޢ
DIRECTORS AND SENIOR MANAGEMENT
– 205 –


--- page 216 ---
ʮ̡) from March 2017 to July 2019, being responsible for, among others, evaluating
investment targets from perspectives including financial status, business and prospects; and (iv)
serving as an investment director at Shenzhen Zijing Huifu Investment Management Partnership
(Limited Partnership) ( ଉέ̹ഓঠිబҳ༟၍ଣΥྫΆุ(Υྫ)) from August 2019 to October
2020, being responsible for, among others, evaluating investment targets from perspectives
including financial status, business and prospects.
Mr. Zhang Yingtao obtained his bachelor’s degree in management from Shenzhen University
(ଉέɽኪ) in the PRC in June 2011 and his master’s degree in economics from Shenzhen
University in June 2014.
Non-executive Director
Dr. Fang Bin (ⅳג)aged 41, is our non-executive Director. Dr. Fang joined our Group and
was appointed as a Director in July 2021.
Dr. Fang has served as a senior management personnel in Y oushan V enture Capital Fund
Management (Shenzhen) Co., Ltd. (၍ଣ(ଉέ)ʮ̡) since June 2019.
Zhongshen Xinchuang is not a close associate of Dr. Fang Bin. For details of Zhongshen Xinchuang,
see “History, Development and Corporate Structure — Pre-IPO Investments.” Prior to that, Dr. Fang
worked at Rongyuan Guangda (Tianjin) Equity Investment Management Partnership (Limited
Partnership) ( ፄ๕ᄿ༺(ݵ)ᛆҳ༟၍ଣΥྫΆุ(Υྫ)) with his final position as an
investment manager from July 2011 to March 2015, and as an investment director at Chuangjin
Hecheng Investment Management (Beijing) Co., Ltd. (Υϓҳ༟၍ଣ(̏ԯ)ʮ̡) from
March 2015 to May 2019.
Dr. Fang obtained his bachelor’s degree in management science from the University of
Science and Technology of China (ኪҦஔɽኪ) in the PRC in July 2006 and his doctorate
degree in management science in July 2011 from the Chinese Academy of Sciences (ኪ৫).
Independent non-executive Directors
Dr. Wang Yihua ( ˮ່ശ), aged 54, is our independent non-executive Director. Dr. Wang was
appointed as our independent non-executive Director in May 2025.
Dr. Wang has served as an associate professor of accounting by the Personnel Department of
Guangdong Province (ɛԫᝂ) (currently known as the Human Resources and Social
Security Department of Guangdong Province (ღᝂ)) since December
2006.
Dr. Wang has served as an independent director at Shenzhen Kiwi Instruments Co., Ltd. ( ଉ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code:
688045) since December 2020. From December 2018 to December 2024, Dr. Wang served as an
independent director at Silkroad Visual Technology Co., Ltd. (ʮ̡), a
company listed on the Shenzhen Stock Exchange (stock code: 300556). From November 2019 to
November 2025, Dr. Wang served as an independent director at Anfu CE Link Ltd. ( τ၅ጤऎঐྼ
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 300787). From
December 2019 to January 2024, Dr. Wang served as an independent director at Shenzhen Xinhao
Photoelectricity Technology Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 301051). Dr. Wang also served as an independent director
at Tubatu Group Co., Ltd. (ʮ̡) from December 2020 to August 2022.
Dr. Wang graduated from Dongbei University of Finance and Economics (̏ৌ຾ɽኪ)i n
the PRC in July 1995 majoring in management information system, and then obtained her master’s
degree and doctoral degree in accounting from Dongbei University of Finance and Economics in
April 1998 and December 2007, respectively. Dr. Wang was admitted as a member of the Chinese
DIRECTORS AND SENIOR MANAGEMENT
– 206 –


--- page 217 ---
Institute of Certified Public Accountants (CICPA), and as a non-practicing member of the Shenzhen
Institute of Certified Public Accountants (՘ึ) in December 2009. Dr. Wang
possesses appropriate professional accounting or related financial management expertise required
under Rule 3.10(2) of the Listing Rules.
Dr. Huang Kai ( ර௱), aged 48, is our independent non-executive Director. Dr. Huang was
appointed as our independent non-executive Director in May 2025.
Dr. Huang has served as a professor at Sun Y at-sen University ( ʕʆɽኪ) since September
2015. Prior to that, Dr. Huang served as (i) a researcher in fortiss GmbH from August 2011 to July
2012, and (ii) a researcher in Technical University of Munich from July 2012 to June 2015.
Dr. Huang obtained his bachelor’s degree in computer software from Fudan University ( ూ͇
ɽኪ) in the PRC in July 1999, his master’s degree in computer science from Leiden University in
Netherlands in August 2005, and his doctoral degree in sciences from the Federal Institute of
Technology Zurich in Switzerland in January 2011.
Ms. Gao Li ( ৷ᘆ), aged 50, is our independent non-executive Director. Ms. Gao was
appointed as our independent non-executive Director in May 2025.
Ms. Gao (i) served at Credit Suisse, first in the New Y ork office and then in the Hong Kong
office, from July 2007 to September 2016, with her final position in the Hong Kong office as a
director at the APAC investment banking and capital markets department; (ii) served as an executive
director at the global investment banking department of J.P . Morgan Securities (Asia Pacific)
Limited from September 2016 to November 2019; (iii) served as a vice president of finance at
Wal-Mart (China) Investment Co., Ltd. from January 2020 to June 2021, and (iv) served as a
managing director at the investment banking department of Nomura International (Hong Kong)
Limited from June 2021 to January 2024.
Ms. Gao obtained (i) her bachelor’s degree in economics from Nanjing University (ԯɽኪ)
in the PRC in July 1997, (ii) her master’s degree in science from Nanjing University in the PRC in
June 1999, (iii) her master of science degree from North Carolina State University in the U.S. in
May 2001, and (iv) her master of business administration degree from Massachusetts Institute of
Technology in the U.S. in June 2007.
SENIOR MANAGEMENT
Brief information of our senior management is set out below:
Name Age Position
Date of
appointment as
senior
management
Date of joining
our Group
Principal roles
and responsibilities
Mr. Wang
Guangneng ( ˮ
Έঐ) /H1118/H1118/H1118/H1118/H1118/H1118
51 Executive Director,
chairperson of the
Board and general
manager
September 7,
2017
September 7,
2017
Responsible for the strategic
planning, daily operations
and management of our
Group
Mr. Zhang
Guoping ( ੵ਷
̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Executive Director and
chief technology
officer
September 7,
2017
September 7,
2017
Responsible for research and
development of our
technology and product
Mr. Zhang Yingtao
(ੵᏐᏹ)/H1118/H1118/H1118/H1118/H1118
40 Executive Director, chief
financial officer and
Board secretary
November 3,
2020
November 3,
2020
Responsible for financing,
investor relations, financial
management, legal and
compliance, and business
development of our Group
DIRECTORS AND SENIOR MANAGEMENT
– 207 –


--- page 218 ---
Mr. Wang Guangneng ( ˮΈঐ), is our executive Director, chairperson of the Board and
general manager. See “— Executive Directors” in this section for the biographical details of Mr.
Wang.
Mr. Zhang Guoping ( ੵ਷̻), is our executive Director and chief technology officer. See “—
Executive Directors” in this section for the biographical details of Mr. Zhang.
Mr. Zhang Yingtao ( ੵᏐᏹ), is our executive Director, chief financial officer and Board
secretary. See “— Executive Directors” in this section for the biographical details of Mr. Zhang
Yingtao.
JOINT COMPANY SECRETARIES
Mr. Zhang Yingtao ( ੵᏐᏹ), is our joint company secretary. See “— Executive Directors”
in this section for the biographical details of Mr. Zhang Yingtao.
Ms. Chan Pui Ching (ࠊ)is our joint company secretary. Ms. Chan is a senior manager
of company secretarial services of Tricor Services Limited, a member of Vistra Group. Ms. Chan
has over 17 years of experience in the corporate secretarial field. She has been providing
professional corporate services to Hong Kong listed companies as well as multinational, private and
offshore companies.
Ms. Chan is a Chartered Secretary, a Chartered Governance Professional and an Associate of
both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the
United Kingdom. Ms. Chan obtained a bachelor of social sciences degree from The University of
Hong Kong in 2003.
CONFIRMATION FROM OUR DIRECTORS
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have
any interest in a business which competes or is likely to compete, directly or indirectly, with our
business, and requires disclosure under Rule 8.10 of the Listing Rules and further confirms that he
or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on May
24, 2025; and (ii) understands his or her obligations as a director of a listed issuer on the Stock
Exchange under the Listing Rules.
Each of the independent non-executive Directors confirms (i) his/her independence as regards
each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he or she 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/her independence
at the time of his/her appointments.
BOARD COMMITTEES
Our Company has established three Board Committees in accordance with the relevant PRC
laws and regulations, the Articles and the corporate governance practice under the Listing Rules,
namely the Audit Committee, the Remuneration Committee and the Nomination Committee.
Audit Committee
The Audit Committee of our Company consists of three members, namely, Dr. Wang Yihua,
Ms. Gao Li and Dr. Huang Kai. Dr. Wang Yihua is the chairperson of the Audit Committee. The
primary responsibilities of the Audit Committee are to review and supervise our financial reporting
process, including:
(a) to make recommendations to the Board on the appointment, replacement and removal of
the external auditor, to consider and approve the remuneration and terms of engagement
of the external auditor, and any questions of its resignation or dismissal;
DIRECTORS AND SENIOR MANAGEMENT
– 208 –


--- page 219 ---
(b) to review and monitor the external auditor’s independence and objectivity and the
effectiveness of the audit process in accordance with applicable standards. The Audit
Committee shall discuss with the external auditors the nature and scope of the audit and
reporting obligations before the audit commences;
(c) to develop and implement policy on engaging an external auditor to provide non-audit
services;
(d) to monitor internal audit system of the Company and ensure the implementation of such
systems;
(e) to facilitate communications between the internal audit department and external
auditors;
(f) to review the financial information and relevant disclosures of the Company; and
(g) to monitor the Company in respect of financial reporting system, risk management and
internal controls system.
Remuneration Committee
The Remuneration Committee of our Company consists of three members, namely, Dr. Wang
Yihua, Mr. Wang Guangneng and Ms. Gao Li. Dr. Wang Yihua is the chairperson of the
Remuneration Committee. The primary responsibilities of the Remuneration Committee include:
(a) to make recommendations to the Board on our Company’s remuneration policy and
structure for all Directors and senior management, and on the establishment of a formal
and transparent procedure for developing the remuneration policy;
(b) to review and approve the remuneration proposals of senior management with reference
to the Board’s corporate goals and objectives;
(c) to make recommendations to the Board on the remuneration packages of the executive
Director and senior management or to determine, with delegated responsibility, the
remuneration packages of the executive Director and senior management. The
remuneration packages shall include benefits in kind, pension rights and compensation
payments (including compensation for loss or termination of their office or
appointment);
(d) to make recommendations to the Board on the remuneration of non-executive Directors;
(e) to consider salaries paid by comparable companies, time commitment and
responsibilities and employment conditions elsewhere in our Group;
(f) to review and approve the compensation payable to the executive Director and senior
management for their loss or termination of office or appointment to ensure that such
compensation is consistent with the contractual terms and is otherwise fair and not
excessive;
(g) to review and approve the compensation arrangements relating to dismissal or removal
of the Directors for misconduct to ensure that such compensation is consistent with the
contractual terms and is otherwise fair and not excessive;
(h) to ensure that no Director or any of his associates is involved in deciding his own
remuneration; and.
(i) to review and/or approve matters relating to share schemes under Chapter 17 of the
Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT
– 209 –


--- page 220 ---
Nomination Committee
The Nomination Committee of our Company consists of three members, namely, Dr. Wang
Yihua, Mr. Wang Guangneng and Ms. Gao Li. Dr. Wang Yihua is the chairperson of the Nomination
Committee. The primary responsibilities of the Nomination Committee include:
(a) to review the structure, size and composition of the Board (including the skills,
knowledge and experience) at least annually and make recommendations on any
proposed changes to the Board to complement our Company’s corporate strategy;
(b) to identify individuals suitably qualified to become board members and select and make
recommendations to the Board on the selection of individuals nominated for
directorships;
(c) to assess the independence of the independent non-executive Directors; and
(d) to make recommendations to the Board on the appointment or re-appointment of
Directors and succession planning for Directors (in particular the chairperson of the
Board and the chief executive officer).
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The aggregate amount of remuneration paid to our Directors (including directors’ fee, salaries,
remuneration, pension, discretionary bonus, equity-settled share-based payments and other benefits
in kind) for the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025 were approximately RMB6.3 million, RMB24.3 million, RMB2.9 million and
RMB16.6 million, respectively. Further information on the remuneration of each Director during the
Track Record Period is set out in Appendix I to this Prospectus.
For each of the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the aggregate amount of directors’ fee, salaries, remuneration, pension,
discretionary bonus, equity-settled share-based compensation payments and other benefits in kind
(if applicable) paid to the five highest-paid individuals of our Group were approximately RMB4.1
million, RMB6.2 million, RMB3.9 million and RMB18.6 million, respectively.
During the Track Record Period and up to the Latest Practicable Date, no remuneration was
paid or payable by our Company to our Directors or the five highest-paid individuals as an
inducement to join or upon joining our Company. During the Track Record Period and up to the
Latest Practicable Date, no compensation was paid or payable by our Company to our Directors,
former Directors or the five highest-paid individuals for the loss of any office in connection with
the management of the affairs of any subsidiary of our Company.
During the Track Record Period and up to the Latest Practicable Date, none of our Directors
has waived or agreed to waive any remuneration or benefits in kind. Save as disclosed above, no
other payments were paid or payable by our Company or any of our subsidiaries to our Directors
or the five highest-paid individuals during the Track Record Period and up to the Latest Practicable
Date.
Under the arrangement currently in force, the aggregate amounts of remuneration payable by
our Company to our Directors for the year ending December 31, 2025 to be approximately RMB2.7
million. The actual remuneration of Directors in 2025 may be different from the expected
remuneration.
DIRECTORS AND SENIOR MANAGEMENT
– 210 –


--- page 221 ---
DIRECTORS’ INTEREST
Save as disclosed in this Prospectus, none of our Directors (i) held any other positions in our
Company or any other members of our Group as of the Latest Practicable Date; (ii) had any other
relationship with any Directors, senior management or Controlling Shareholder of our Company as
of the Latest Practicable Date; and (iii) held any directorship in any other listed companies in the
three years immediately prior to the date of this Prospectus.
MANAGEMENT PRESENCE
We have applied for, and the Stock Exchange has granted, a waiver from compliance with
Rule 8.12 of the Listing Rules. For further details, see “Waiver and Exemption” in this Prospectus.
BOARD DIVERSITY POLICY
In order to enhance the effectiveness of our Board and to maintain high standard of corporate
governance, the Board has adopted a board diversity policy (the “ Board Diversity Policy ”). The
Board Diversity Policy sets out the criteria in selecting candidates to our Board, including but not
limited to gender, age, cultural and educational background, ethnicity, professional experience,
skills, knowledge and length of service. The ultimate decision will be based on merit and
contribution that the selected candidates will bring to the Board.
Our Board currently consists of five male members and two female members, with three
executive Directors, one non-executive Director and three independent non-executive Directors of
ages ranging from 39 to 53. We consider that our Board has a balanced mix of skill-set, experience,
expertise, and diversity which enhances decision-making capability and the overall effectiveness of
the Board in achieving sustainable business operation and enhancing shareholder value.
The Nomination Committee is responsible for reviewing the structure and diversity of the
Board and selecting individuals to be nominated as Directors. After the Listing, the Nomination
Committee will monitor and evaluate the implementation of the Board Diversity Policy from time
to time to ensure its continued effectiveness, and when necessary, make any revisions that may be
required and recommend any such revisions to our Board for consideration and approval. The
Nomination Committee will also include in successive annual reports a summary of the Board
Diversity Policy, including any measurable objectives set for implementing the Board Diversity
Policy and the progress on achieving these objectives.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
We are committed to achieving high standards of corporate governance which are crucial to
our development and safeguard the interests of our Shareholders. To accomplish this, save for the
deviation disclosed below, we expect to comply with the corporate governance requirements under
the Corporate Governance Code and Corporate Governance Report as set out in Appendix C1 to the
Listing Rules after the Listing.
Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on the
Stock Exchange are expected to comply with, but may choose to deviate from the requirement that
the roles of chairperson of the board and chief executive should be separate and should not be
performed by the same individual. We do not have a separate chairperson of the Board and chief
executive, and Mr. Wang currently acts as both our chairperson of the Board and our general
manager. Mr. Wang is our founder and has played an important leadership role in our Company’s
development. The Board believes that vesting the roles of both chairperson of the Board and general
manager in the same person has the benefit of ensuring consistent leadership within the Group and
enables more effective and efficient overall strategic planning for the Group. The Board considers
that the balance of power and authority for the present arrangement will not be impaired, and this
DIRECTORS AND SENIOR MANAGEMENT
–2 1 1–


--- page 222 ---
structure will enable our Company to make and implement decisions promptly and effectively. For
further information relating to our Company’s corporate governance measures, see “Relationship
with Our Controlling Shareholders — Corporate Governance” in this Prospectus.
COMPLIANCE ADVISER
We have appointed Gram Capital Limited as our compliance adviser pursuant to Rule 3A.19
of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, we must consult with and, if
necessary, seek advice from our compliance adviser on a timely basis in the following
circumstances:
(i) before the publication of any regulatory announcement, circular or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction, is
contemplated including but not limited to share issues and share repurchases;
(iii) where our Company proposes to use the proceeds of the Global Offering in a manner
different from that detailed in this Prospectus, or where the business activities,
developments or results of our Group deviate from any forecast, estimate or other
information in this Prospectus; and
(iv) where the Stock Exchange makes an inquiry of our Company regarding unusual
movements in the price or trading volume of its listed securities or any other matters
under Rule 13.10 of the Listing Rules.
The term of the appointment of our compliance adviser shall commence on the Listing Date
and end on the date when we distribute our annual report in respect of our financial results for the
first full financial year commencing after the Listing Date, and such appointment may be subject
to extension by mutual agreement.
CORE R&D TEAM MEMBERS
For further details of the experience of our core R&D team members, see “Business —
Research and Development — R&D Team and Core Members” in this Prospectus.
DIRECTORS AND SENIOR MANAGEMENT
– 212 –


--- page 223 ---
OVERVIEW
As of the Latest Practicable Date, Mr. Wang and Mr. Zhang beneficially owned 3.15% and
0.45% of the total issued share capital of our Company, respectively. In addition, Mr. Wang
ultimately controlled 35.84% voting rights, which are attached to the 25.10%, 4.20%, 1.73%,
0.81%, 1.91%, 1.11%, 0.55% and 0.42% of the total issued share capital of our Company held by
Zhirentuan, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun,
respectively. Each of Zhirenxing, Zhirentuan, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle,
Zhirenju and Zhirenyun is controlled and manged by Zhirentuan Tech as its general partner.
Zhirentuan Tech is in turn owned as to 99% and 1% by Mr. Wang and Mr. Zhang, respectively. On
April 30, 2025, Mr. Wang and Mr. Zhang entered into the Acting in Concert Agreement to record
and formalize their cooperation, pursuant to which, Mr. Wang and Mr. Zhang confirmed that they
and entities controlled by them had been acting in concert since he/it became a Director or
Shareholder and will continue to act in concert to align their votes at the Board meetings and the
general meetings of the Company (as the case may be). See “History, Development and Corporate
Structure — Corporate Structure” in this Prospectus for details. Therefore, as of the Latest
Practicable Date, Mr. Wang, Mr. Zhang, Zhirentuan Tech, Zhirentuan, Zhirenxing, Xianzhikong,
Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun collectively controlled 39.44% voting
rights of the Company and constituted the group of Controlling Shareholders.
Immediately following the completion of the Global Offering, Mr. Wang, Mr. Zhang,
Zhirentuan, Zhirentuan Tech, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju
and Zhirenyun continue to control 31.89% of voting rights of our Company (assuming the Offer
Size Adjustment Option and the Over-allotment Option are fully exercised) or approximately
33.45% voting rights of the Company (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised). Therefore, Mr. Wang, Mr. Zhang, Zhirentuan, Zhirentuan
Tech, Zhirenxing, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun will
remain as the group of Controlling Shareholders upon Listing.
INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Each of our Controlling Shareholders confirmed that as of the Latest Practicable Date, apart
from the business of our Company, he/it did not have any interest in other business, which competes
or is likely to compete, directly or indirectly, with our business, which would require disclosure
under Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we can carry on our
business independently from our Controlling Shareholders and its close associates after the Listing.
Management Independence
Upon completion of the Listing, our Board will comprise seven Directors, comprising three
executive Directors, one non-executive Director and three independent non-executive Directors.
See “Directors and Senior Management” in this Prospectus for details.
Our Directors believe that our Board and senior management is able to manage our business
and function independently from our Controlling Shareholders and their respective associates based
on the following reasons:
(a) Save for Mr. Wang and Mr. Zhang acting as our Controlling Shareholders, none of the
other Directors and members of our senior management team hold any position in the
Controlling Shareholders or their respective associates. In addition, Mr. Zhang Yingtao
(ੵᏐᏹ), one of our executive Directors and members of senior management who joined
the Group in 2020, has an in-depth understanding of our business and operation;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 213 –


--- page 224 ---
(b) each of our Directors is aware of his/her fiduciary duties as a Director which require,
among other things, that he/she acts for the benefit and in the best interests of our
Company and does not allow any conflict between his/her duties as a Director and
his/her personal interest;
(c) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and our Directors or their respective associates, the
interested Directors shall abstain from voting at the relevant board meetings of our
Company in respect of such transactions and shall not be counted in the quorum;
(d) our Board has a balanced composition of executive Directors, non-executive Director
and independent non-executive Directors which ensures the independence of the Board
in making decisions affecting our Company. Specifically, (i) our independent non-
executive Directors are not associated with any of the Controlling Shareholders or their
respective close associates; (ii) our independent non-executive Directors account for
more than one-third of the Board; and (iii) our independent non-executive Directors,
details of whom are set out in the section headed “Directors and Senior Management”
in this Prospectus, together possess the requisite knowledge, expertise and experience
for their views to carry weight and are able to bring impartial and sound judgment to the
decision-making process of our Board and protect the interest of our Company and our
Shareholders as a whole;
(e) upon Listing, we will adopt a series of corporate governance measures and sufficient and
effective control mechanisms to manage conflicts of interest, if any, between our
Company and our Controlling Shareholders which would support our independent
management. See “— Corporate Governance” in this section for details.
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 Company independently from our
Controlling Shareholders and their respective close associates after the Listing.
Operational Independence
Although Mr. Wang and Mr. Zhang will retain a controlling interest in our Company upon
Listing, we believe that we can operate our business independently from our Controlling
Shareholders due to the following reasons:
(a) we hold and enjoy the benefit of all relevant qualifications and licenses necessary to
operate our business;
(b) we have a sufficient level of operations, assets, facilities, technologies and employees
including research and development employees to support our own listing status and to
operate and function independently from our Controlling Shareholders;
(c) we also maintain a comprehensive set of internal control procedures for facilitating the
effective operation of our business. With reference to the relevant laws, regulations and
rules, we have developed sound corporate governance practice and have adopted our
rules of procedure for general meetings, rules of procedure for Board meetings and
connected transactions regulations;
(d) we have our own financial department, human resources and administration department
and audit department. These departments are led and supervised by our own senior
management team who reports to the Board. In addition, we have our own internal
financial procedures and prepare our own financial budget independently; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 214 –


--- page 225 ---
(e) we have also adopted a set of corporate governance measures and internal control
procedures to maintain effective and independent operation. See the corporate
governance measures stipulated under “— Independence From Our Controlling
Shareholders — Management Independence” and “— Corporate Governance” in this
section.
Based on the above, our Directors believe that we are able to operate independently of our
Controlling Shareholders and their respective close associates.
Financial Independence
We have an independent financial system and make financial decisions according to our
Company’s own business needs. We have our own internal control and accounting systems and an
independent finance department for discharging the treasury function and independent access to
third party financing. We do not expect to rely on our Controlling Shareholders and their respective
close associates for financing after the Listing.
As of the Latest Practicable Date, we did not have any outstanding loans, guarantees or other
form of financial assistance provided by Controlling Shareholders or their respective close
associates to the Group.
Based on the above, our Directors believe that from a financial perspective, we are capable
of carrying on our business independently from the Controlling Shareholders and their respective
close associates and are able to maintain our financial independence.
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 protection of our
Shareholders’ interests. We would adopt the following measures to safeguard good corporate
governance standards and to avoid potential conflict of interests between our Company and our
Controlling Shareholders:
(a) where a Board meeting is held for the matters in which any Director or his/her associates
have a material interest, such Director(s) shall abstain from voting on the relevant
resolutions and shall not be counted in the quorum for the voting;
(b) where a Shareholders’ meeting is to be held for considering proposed transactions in
which our Controlling Shareholders or any of their respective associates has a material
interest, our Controlling Shareholders or their respective associates will not vote on the
resolutions and shall not be counted in the quorum in the voting;
(c) as part of our preparation for the Listing, we have amended our Articles of Association
to comply with the Listing Rules which will become effective upon Listing. In particular,
our Articles of Association provides that, a Director shall be abstained from voting on
any resolution approving any contract, transaction or arrangement in which such
Director or any of his/her associates has a material interest nor shall such Director be
counted in the quorum present at the Board meeting;
(d) our Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if our Company enters into connected transactions with
our Controlling Shareholders or any of their respective associates, our Company will
comply with the applicable Listing Rules;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 215 –


--- page 226 ---
(e) we are committed that our Board shall include a balanced composition of executive
Director and non-executive Directors (including independent non-executive Directors).
We have appointed three independent non-executive Directors, and we believe our
independent non-executive Directors (i) possess sufficient experiences, (ii) are free of
any business or other relationship which could interfere in any material manner with the
exercise of their independent judgment, and (iii) will be able to provide an impartial and
independent opinion to protect the interests of our Shareholders as a whole. For details
of the independent non-executive Directors, see “Directors and Senior Management” in
this Prospectus for details;
(f) where our Directors reasonably request the advice of independent professionals such as
financial advisors, the appointment of such independent professionals will be made at
our Company’s expenses; and
(g) we have appointed Gram Capital Limited as our Compliance Adviser to provide advice
and guidance to us in respect of compliance with the Listing Rules, including various
requirements relating to corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance measures
have been put in place to manage conflicts of interest between our Company and our Controlling
Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 216 –


--- page 227 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering, the following persons are expected to have an interest and/or short positions in our Shares
or underlying Shares which would be required to be disclosed to us and the Stock Exchange under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested
in 10% or more of the nominal value of any class of share capital carrying the 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 (assuming the Offer Size
Adjustment Option and Over-Allotment
Option are not exercised) (1)
Name of
Substantial
Shareholders
Type of
Shares
Nature of
Interest
Number of
Shares
Approximate
percentage in
the total
registered
share capital
of the
Company
Number of
Shares
Approximate
percentage of
shareholding
in the relevant
type of Shares
Approximate
percentage in
the total
registered
share capital
of the
Company
Mr. Wang (2) /H1118/H1118/H1118/H1118Unlisted
Shares
Beneficial
owner
14,218,750 3.15% – – –
Interest in
controlled
corporation
161,520,600 35.84% 18,027,800 100% 3.39%
Interest in
parties
acting in
concert
2,031,250 0.45% – – –
H Shares Beneficial
owner
– – 14,218,750 2.77% 2.68%
Interest in
controlled
corporation
– – 143,492,800 27.95% 27.00%
Interest in
parties
acting in
concert
– – 2,031,250 0.40% 0.38%
Mr. Zhang
(2) /H1118/H1118/H1118/H1118Unlisted
Shares
Beneficial
owner
2,031,250 0.45% – – –
Interest in
parties
acting in
concert
175,739,350 38.99% 18,027,800 100% 3.39%
H Shares Beneficial
owner
– – 2,031,250 0.40% 0.38%
Interest in
parties
acting in
concert
– – 157,711,550 30.72% 29.67%
Han’s Laser /H1118/H1118/H1118/H1118Unlisted
Shares
Beneficial
owner
75,586,735 16.77% – – –
H Shares Beneficial
owner
– – 75,586,735 14.72% 14.22%
Zhongshen
Xinchuang
(3) /H1118/H1118/H1118
Unlisted
Shares
Beneficial
owner
33,163,265 7.36% – – –
H Shares Beneficial
owner
– – 33,163,265 6.46% 6.24%
SUBSTANTIAL SHAREHOLDERS
– 217 –


--- page 228 ---
Notes:
(1) The calculation is based on the assumption that immediately following the completion of the Global Offering, there
will be a total number of 531,479,980 Shares (including 513,452,180 H Shares and 18,027,800 Unlisted Shares
without taking into consideration the exercise of the Offer Size Adjustment Option and the Over-allotment Option)
in issue.
(2) Pursuant to the Acting in Concert Agreement, Mr. Wang and Mr. Zhang confirmed that they and entities controlled
by them had been acting in concert since he/it became a Director or Shareholder and will continue to act in concert
to align their votes at the Board meetings and the general meetings of the Company (as the case may be). Each of
Zhirenxing, Zhirentuan, Xianzhikong, Zhirenying, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun is controlled and
manged by Zhirentuan Tech as its general partner. Zhirentuan Tech is owned as to 99% and 1% by Mr. Wang and Mr.
Zhang, respectively. Therefore, under the SFO, each of Mr. Wang, Mr. Zhang, Zhirentuan Tech, Zhirenxing,
Zhirentuan, Xianzhikong Zhirenying, Zhirenju, Zhirenxue, Zhirenle and Zhirenyun is deemed to be interested in the
Shares held by each other.
(3) The general partner of Zhongshen Xinchuang is Shenzhen Y ouyue Consulting Partnership Enterprise (Limited
Partnership) ( ଉέᎴᏋፔ༔ΥྫΆุ(Υྫ)) (“ Shenzhen Y ouyue ”), whose general partner is Y oushan V enture
Capital Fund Management (Shenzhen) Co., Ltd. (၍ଣ(ଉέ)ʮ̡)( “ Y oushan Fund
Management ”), which is in turn owned by Mr. Chen Yingjiu as to 95%. As such, each of Shenzhen Y ouyue, Y oushan
Fund Management and Mr. Chen Yingjiu is deemed to be interested in the Shares held by Zhongshen Xinchuang.
Save as disclosed above and “Statutory and General Information — 4. Disclosure of Interest
— A. Substantial Shareholders” in Appendix IV to this Prospectus, our Directors are not aware of
any other person who will have any interest and/or short positions in our Shares or underlying
Shares which would be required to be disclosed to us and the Stock Exchange under the provisions
of Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or more
of the nominal value of any class of share capital carrying the rights to vote in all circumstances
at general meetings of our Company or any other member of our Group. Our Directors are not aware
of any arrangement which may at a subsequent date result in a change of control of our Company.
SUBSTANTIAL SHAREHOLDERS
– 218 –


--- page 229 ---
OUR SHARE CAPITAL
Immediately before the Global Offering
As of May 29, 2025, the registered share capital of our Company was RMB90,138,996,
consisting of 450,694,980 Shares, with a nominal value of RMB0.2 each.
Upon the Completion of the Global Offering
Immediately after the Global Offering and Conversion of Unlisted Shares into H Shares
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), the
share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate % of the
enlarged issued share
capital after the Global
Offering
Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,027,800 3.39%
H Shares to be converted from Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 81.41%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,785,000 15.20%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,479,980 100%
Assuming the Offer Size Adjustment Option is exercised in full and the Over-allotment Option
is not exercised, the share capital of our Company immediately following the Global Offering and
Conversion of Unlisted Shares into H Shares will be as follows:
Description of Shares Number of Shares
Approximate % of the
enlarged issued share
capital after the Global
Offering
Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,027,800 3.32%
H Shares to be converted from Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 79.59%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,902,600 17.09%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118543,597,580 100%
Assuming the Offer Size Adjustment Option is not exercised and the Over-allotment Option
is exercised in full, the share capital of our Company immediately following the Global Offering
and Conversion of Unlisted Shares into H Shares will be as follows:
Description of Shares Number of Shares
Approximate % of the
enlarged issued share
capital after the Global
Offering
Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,027,800 3.32%
H Shares to be converted from Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 79.59%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,902,600 17.09%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118543,597,580 100%
SHARE CAPITAL
– 219 –


--- page 230 ---
Assuming the Offer Size Adjustment Option and the Over-allotment Option are exercised in
full, the share capital of our Company immediately following the Global Offering and Conversion
of Unlisted Shares into H Shares will be as follows:
Description of Shares Number of Shares
Approximate % of the
enlarged issued share
capital after the Global
Offering
Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,027,800 3.23%
H Shares to be converted from Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 77.60%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,837,800 19.16%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118557,532,780 100%
OUR SHARES
Upon completion of the Global Offering and conversion of Unlisted Shares into H Shares, our
Shares will consist of Unlisted Shares and H Shares.
Our H Shares may only be subscribed for and traded in Hong Kong dollars. Our Unlisted
Shares, on the other hand, may only be subscribed for and traded in RMB. Apart from certain
qualified domestic institutional investors in the PRC, through Shanghai-Hong Kong Stock Connect,
or through Shenzhen-Hong Kong Stock Connect or other persons who are entitled to hold our H
Shares pursuant to relevant PRC laws and regulations or upon approvals of any competent
authorities, our H Shares generally cannot be subscribed for by or traded between legal or natural
persons of the PRC. Our Unlisted Shares, on the other hand, can be purchased or transferred
between legal or natural persons of the PRC, qualified foreign institutional investors and qualified
foreign strategic investors.
We shall pay all dividends in respect of H Shares in Hong Kong dollars and all dividends in
respect of Unlisted Shares in RMB. See “Appendix III — Summary of the Articles of Association”
for details of the circumstances under which general meetings of our Company are required. In
addition to cash, dividends may be distributed in the form of Shares. For holders of H Shares,
dividends in the form of Shares will be distributed in the form of additional H Shares. For holders
of Unlisted Shares, dividends in the form of Shares will be distributed in the form of additional
Unlisted Shares.
The Offer Shares will rank pari passu in all respects with all Shares currently in issue or to
be issued as mentioned in this Prospectus and will qualify and rank equally for all dividends or other
distributions declared, made or paid on the Shares on a record date which falls after the date of this
Prospectus.
CONVERSION OF UNLISTED SHARES INTO H SHARES
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the Hong
Kong Stock Exchange, such conversion, listing and trading will need to be filed with the relevant
PRC regulatory authorities, including the CSRC, and the approval of the Hong Kong Stock
Exchange.
SHARE CAPITAL
– 220 –


--- page 231 ---
Filing with the CSRC for Full Circulation
In accordance with the Overseas Listing Trial Measures and related guidelines, H-share listed
companies which apply for the conversion of unlisted shares into H shares for listing and circulation
on the Hong Kong Stock Exchange shall file with the CSRC by filing materials on key compliance
issues. An unlisted domestic joint stock company may apply for “full circulation” when applying
for an overseas initial public offering.
We applied for a “full circulation” filing when filing with the CSRC for an overseas listing
on May 30, 2025, and submitted the filing reports, authorization documents of the shareholders of
Unlisted Shares which applied for the H-share “full circulation”, undertaking on the compliance of
share acquisition and other documents in accordance with the requirements of the CSRC.
We have received the filing notice from the CSRC dated February 14, 2026 in relation to the
overseas listing and “full circulation”, pursuant to which certain Shareholders (“ Full Circulation
Participating Shareholders ”) could convert 432,667,180 Unlisted Shares into H Shares on a
one-for-one basis upon the completion of the Global Offering.
Listing Approval by the Hong Kong Stock Exchange
We have applied to the Listing Committee of the Hong Kong Stock Exchange for the granting
of listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering
(including any H Shares which may be issued pursuant to the Offer Size Adjustment Option or the
Over-allotment Option), and the H Shares to be converted from 432,667,180 Unlisted Shares on the
Hong Kong Stock Exchange, which is subject to the approval by the Hong Kong Stock Exchange.
We will perform the following procedures for the Conversion of Unlisted Shares into H Shares
after receiving the approval of the Hong Kong Stock Exchange: (1) giving instructions to our H
Share Registrar regarding relevant share certificates of the converted H Shares; and (2) enabling the
converted H Shares to be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in the CCASS.
Domestic Procedures
The Full Circulation Participating Shareholders may only deal the Shares upon completion of
the below arrangement procedures for the registration, deposit and transaction settlement in relation
to the conversion and listing:
i. We will appoint CSDCC as the nominal holder to deposit the relevant securities at
CSDCC (Hong Kong), which will then deposit the securities at HKSCC in its own name.
CSDCC, as the nominal holder of the Full Circulation Participating Shareholders, shall
handle all custody, maintenance of detailed records, cross-border settlement and
corporate actions, etc. relating to the converted H Shares for the Full Circulation
Participating Shareholders;
ii. We will engage a domestic securities company (“ Domestic Securities Company ”) to
provide services such as sending orders for trading of the converted H Shares and receipt
of transaction returns. The Domestic Securities Company will engage a Hong Kong
securities company (“ Hong Kong Securities Company ”) for settlement of share
transactions. We will make an application to CSDCC, Shenzhen Branch for the
maintenance of a detailed record of the initial holding of the converted H Shares held
by our Shareholders. Meanwhile, we will submit applications for a domestic transaction
commission code and abbreviation, which shall be confirmed by CSDCC, Shenzhen
Branch as authorized by Shenzhen Stock Exchange (“ SZSE ”);
SHARE CAPITAL
– 221 –


--- page 232 ---
iii. The SZSE shall authorize Shenzhen Securities Communication Co., Ltd. to provide
services relating to transmission of trading orders and transaction returns in respect of
the converted H Shares between the Domestic Securities Company and the Hong Kong
Securities Company, and the real-time market forwarding services of the H Shares;
iv. According to the Notice of SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫਪᕚ
), the Full Circulation Participating Shareholders shall complete the overseas
shareholding registration with the local foreign exchange administration bureau before
the Shares are sold, and after the overseas shareholding registration, open a specified
bank account for the holding of overseas shares by domestic investors at a domestic bank
with relevant qualifications and open a fund account for the H Share “Full circulation”
at the Domestic Securities Company. The Domestic Securities Company shall open a
securities trading account for the H Share “Full circulation” at the Hong Kong Securities
Company; and
v. The Full Circulation Participating Shareholders shall submit trading orders of the
converted H Shares through the Domestic Securities Company. Trading orders of the
Full Circulation Participating Shareholders for the relevant Shares will be submitted to
the Stock Exchange through the securities trading account opened by the Domestic
Securities Company at the Hong Kong Securities Company. Upon completion of the
transaction, settlements between each of the Hong Kong Securities Company and
CSDCC (Hong Kong), CSDCC (Hong Kong) and CSDCC, CSDCC and the Domestic
Securities Company, and the Domestic Securities Company and the Full Circulation
Participating Shareholders, will all be conducted separately.
Please see below for details of the Conversion of Unlisted Shares into H Shares:
Shareholder
Number of Shares to
be converted to
H Shares upon
completion of the
Global Offering
Number of Unlisted
Shares upon
completion of the
Global Offering
Zhirenxue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,617,800
Zhirenle /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,000,000
Zhirenju /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,500,000
Zhirenyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,910,000
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 18,027,800
Other Shareholders (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667,180 18,027,800
Note
(1) Refers to all Shareholders of the Company except for Zhirenxue, Zhirenle, Zhirenju and Zhirenyun. See
“History, Development and Corporate Structure – Capitalization of our Company” for details of number of
Shares held by each Shareholder.
LOCK-UP PERIODS
In accordance with Article 160 of the PRC Company Law, the shares issued prior to any public
offering of shares by a company cannot be transferred within one year from the date on which such
publicly offered shares are listed and traded on the relevant stock exchange. As such, the Shares
issued by the Company prior to the Global Offering will be subject to such statutory restriction on
transfer within a period of one year from the Listing Date. See “History, Development and
Corporate Structure — Lock-up Period.”
SHARE CAPITAL
– 222 –


--- page 233 ---
The Company will work with the Domestic Securities Company to be engaged by the
Company to restrict the trading of the H Shares converted from unlisted Shares technically within
one year after the Listing. In the unlikely event that any Full Circulation Participating Shareholders
trades their H Shares during such restriction period, as advised by the PRC Legal Advisor there will
be no administrative penalty on the Company under the PRC laws and regulations but there is risk
that the underlying agreement for the transfer of such H Shares may be declared void pursuant to
the Civil Code of the People’s Republic of China.
Our Directors and members of senior management shall declare their shareholdings in the
Company and any changes in their shareholdings. Shares transferred by our Directors and members
of the senior management each year during their term of office shall not exceed 25% of their total
respective shareholdings in the Company. The Shares that the aforementioned persons held in the
Company cannot be transferred within one year from the date on which the shares are listed and
traded, nor within half a year after they leave their positions in the Company. The Articles of
Association may contain other restrictions on the transfer of our Shares held by our Directors and
members of senior management.
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares
of H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) announced by the
CSRC, the domestic shareholders of unlisted shares shall handle share transfer registration in
accordance with the relevant business rules of CSDCC and H-share companies should submit
relevant status reports to the CSRC within 15 days after the shares involved in the application
completing the transfer registration in CSDCC.
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED
Pursuant to the PRC Company Law and the terms of the Articles of Association, our Company
may from time to time by special resolution of shareholders increase its capital or decrease its
capital or capital redemption reserve. See “Appendix III — Summary of the Articles of Association”
in this Prospectus for further details.
SHARE CAPITAL
– 223 –


--- page 234 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor ”, and together the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their designated entities to subscribe, at the Offer Price for such
number of Offer Shares (rounded down to the nearest whole board lot of 200 H Shares) that may
be purchased for an aggregate amount of approximately US$98.4 million (or approximately
HK$769.5 million, calculated based on an exchange rate of US$1.00 to HK$7.82) and exclusive of
brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading
fee) (the “ Cornerstone Placing ”).
Based on the Offer Price of HK$17.00 per Offer Share, the total number of Offer Shares to
be subscribed for by the Cornerstone Investors would be 45,265,800 Offer Shares. The table below
reflects the shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment
Option is not exercised
Assuming the Offer Size Adjustment
Option is exercised in full
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is
exercised in full
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is
exercised in full
Approximate
%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
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
56.0% 8.5% 48.7% 8.3% 48.7% 8.3% 42.4% 8.1%
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’ confidence
in our Company and our business prospect, and that leveraging on the Cornerstone Investors’
investment or industry experience, the Cornerstone Placing will help to raise the profile of our
Company. Our Company became acquainted with each of the Cornerstone Investors in its ordinary
course of operation through the Group’s business network or through introduction by the
Company’s Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and the Cornerstone
Investors and their respective close associates will not subscribe for any Offer Shares under the
Global Offering (other than pursuant to the Cornerstone Investment Agreements). The Offer Shares
to be subscribed by the Cornerstone Investors will rank pari passu in all respects with the fully paid
H Shares in issue following the Global Offering of the Company and will be counted towards the
public float of our Company under Rule 8.08 (as amended and replaced by Rule 19A.13A) of the
Listing Rules. Immediately following the completion of the Global Offering, the Cornerstone
Investors or their close associates will not, by virtue of their cornerstone investments, have any
Board representation in our Company; and none of the Cornerstone Investors and their close
associates will become a substantial Shareholder of our Company. Other than a guaranteed
allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not
have any preferential rights under each of their respective Cornerstone Investment Agreements, as
compared with other public Shareholders. 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.
Among the Cornerstone Investors, Richfirm is an entity ultimately owned as to 91.08% and
8.92% by the State-owned Assets Supervision and Administration Commission of Shunde District,
Foshan City ( Нʆ̹නᅃਜ਷Ϟ༟ପ္ຖ၍ଣ҅)( “ Shunde SASAC ”) and the Department of
CORNERSTONE INVESTORS
– 224 –


--- page 235 ---
Finance of Guangdong Province (ᝂ), respectively. Accordingly, Richfirm is ultimately
controlled by Shunde SASAC. Thus, for the purpose of the Cornerstone Placing, Richfirm is
considered as a close associate of our existing Shareholders which are ultimately controlled by
government or state-owned authorities within Guangdong Province (each not a substantial
Shareholder) including: (i) Guangdong Y uecai Industry Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)), holding 1.05% of our Company’s issued
share capital, is ultimately controlled by the Guangdong Provincial People’s Government (޲؇
ִ݁“() Guangdong Provincial Government ”), (ii) Guangzhou Chuangying Jianke
Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)), holding
0.01% of our Company’s issued share capital, is ultimately controlled by the Guangdong Provincial
Government, (iii) Shenzhen Investment Holdings Donghai Small, Medium & Micro V enture Capital
Enterprise (Limited Partnership) (ऎʕʃฆ௴ุҳ༟Άุ(Υྫ)), holding 1.47% of
our Company’s issued share capital, is ultimately controlled by Shenzhen Municipal People’s
Government State-owned Assets Supervision and Administration Commission (਷
ึ)( “ Shenzhen SASAC ”), (iv) Shenzhen Small and Medium Guarantee
V enture Capital Co., Ltd. (ʮ̡), holding 0.86% of our Company’s
issued share capital, is ultimately controlled by Shenzhen SASAC; and (v) Shenzhen Talent
Innovation and Entrepreneurship No. 3 Phase II Equity Investment Fund Partnership ( ଉέ̹ɛʑ
ΥྫΆุ(Υྫ)), holding 0.86% of our Company’s issued
share capital, is ultimately controlled by Shenzhen SASAC.
We have applied for, and the Stock Exchange has granted, a waiver under Rule 10.04 of the
Listing Rules and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules in relation
to the subscription of the Offer Shares as Cornerstone Investors by Richfirm. Please refer to the
section headed “Waivers and Exemption — Waiver and Consent in respect of Subscriptions of Offer
Shares by Close Associates of Existing Shareholder as Cornerstone Investors” for further details.
To the best knowledge of our Company, save for Richfirm, (i) none of the Cornerstone
Investors is accustomed to taking instructions from our Company or any of our Directors, chief
executive, our Controlling Shareholders, substantial Shareholders, existing Shareholders or any of
their respective subsidiaries, or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Shares registered in their name or otherwise held by
them; (ii) each of the Cornerstone Investors is not financed directly or indirectly by our Company
or any of our Directors, chief executive of our Company, our Controlling Shareholders, substantial
Shareholders, existing Shareholders or any of their respective subsidiaries or their respective close
associates; and (iii) each of the Cornerstone Investors and their respective ultimate beneficial
owners are independent of the other Cornerstone Investors, our Group, our connected persons and
their respective associates, and is not an existing Shareholder or a close associate of our Group; and
as confirmed by each of the Cornerstone Investors, each of the Cornerstone Investors and their
respective ultimate beneficial owners are independent from each other and make independent
investment decisions, and their subscription under the Cornerstone Placing would be financed by
its own internal financial resources, financial resources of its shareholders or the assets managed
for its investors (in the case of Cornerstone Investors which are funds or investment managers) and
it has sufficient funds to settle its respective investment under the Cornerstone Placing. Each of the
Cornerstone Investors has further 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) is required for the relevant Cornerstone Placing.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange.
Some of the Cornerstone Investors have agreed that our Company and Overall Coordinators in their
sole discretion may defer the delivery of all or part of the Offer Shares such Cornerstone Investors
will subscribe to on a date later than the Listing Date. Where delayed delivery takes place, each of
such Cornerstone Investors that may be affected by such delayed delivery has agreed that it shall
nevertheless fully pay for the relevant Offer Shares before the Listing.
CORNERSTONE INVESTORS
– 225 –


--- page 236 ---
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be
affected by reallocation of the Offer Shares between the International Offering and the Hong Kong
Public Offering as described in the paragraph headed “Structure of the Global Offering — The Hong
Kong Public Offering — Reallocation” in this Prospectus. The number of Offer Shares to be
acquired by each Cornerstone Investor may be reduced on a pro rata basis in accordance with the
terms of the Cornerstone Investment Agreement to satisfy the short fall, after taking into account
the requirements under Appendix F1 to the Listing Rules as well as the discretion of the Overall
Coordinators (for themselves and on behalf of the International Underwriters) to exercise the Offer
Size Adjustment Option and the Over-allotment Option. Further, the Overall Coordinators and the
Company can adjust the allocation of the number of H Shares to be subscribed for by the
Cornerstone Investors in their sole and absolute discretion for the purpose of satisfying (i) Rule
8.08(3) of the Listing Rules which provides that no more than 50% of the H Shares in public hands
on the Listing Date can be beneficially owned by the three largest public shareholders; (ii) the
minimum public float requirement under Rule 19A.13A of the Listing Rules or as otherwise
approved by the Stock Exchange; (iii) the minimum free float requirement under Rule 19A.13C of
the Listing Rules; (iv) Rule 18C.08 to the Listing Rules which provides that at least 50% of the total
number of shares offered in the initial public offering (excluding any shares to be issued pursuant
to the exercise of any offer size adjustment option and over-allotment option) of a Specialist
Technology Company must be taken up by independent price setting investors in the placing tranche
(whether as cornerstone investors or otherwise); and (v) Appendix F1 (Placing Guidelines for
Equity Securities) to the Listing Rules. Details of the actual number of Offer Shares to be allocated
to the Cornerstone Investors will be disclosed in the allotment results announcement of our
Company to be published on or around March 27, 2026.
CORNERSTONE INVESTORS
– 226 –


--- page 237 ---
THE CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$17.00 per H Share
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
Subscription
Amount (1)
Number
of Offer
Shares (2)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
(USD in
millions)
HHLRA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.0 13,802,400 17.1% 2.6% 14.8% 2.5% 14.8% 2.5% 12.9% 2.5%
GF Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.0 13,802,400 17.1% 2.6% 14.8% 2.5% 14.8% 2.5% 12.9% 2.5%
MSIP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 4,600,800 5.7% 0.8% 4.9% 0.8% 4.9% 0.8% 4.3% 0.8%
Samson Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.4 2,941,000 3.7% 0.6% 3.2% 0.6% 3.2% 0.6% 2.7% 0.5%
Haojun Investment and HTCI
(in connection with Haojun
Investment OTC Swaps) /H1118/H1118/H1118/H11185.8 2,667,800 3.3% 0.5% 2.9% 0.5% 2.9% 0.5% 2.5% 0.5%
Eternal Summer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 2,300,400 2.8% 0.4% 2.5% 0.4% 2.5% 0.4% 2.2% 0.4%
Shrewd Pioneer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0 2,300,400 2.8% 0.4% 2.5% 0.4% 2.5% 0.4% 2.2% 0.4%
Richfirm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.2 1,470,400 1.8% 0.3% 1.6% 0.3% 1.6% 0.3% 1.4% 0.3%
VVC Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0 1,380,200 1.7% 0.3% 1.5% 0.3% 1.5% 0.3% 1.3% 0.2%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898.4 45,265,800 56.0% 8.5% 48.7% 8.3% 48.7% 8.3% 42.4% 8.1%
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy. The actual investment amount shal l be converted to Hong Kong dollars
based on the exchange rate as disclosed in this Prospectus.
(2) Subject to rounding down to the nearest whole board lot of 200 Offer Shares.
CORNERSTONE INVESTORS
– 227 –


--- page 238 ---
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
HHLRA
HHLR Advisors, Ltd. (“ HHLRA ”), part of the Hillhouse Group, an exempted company
incorporated in the Cayman Islands, will subscribe for the relevant number of Offer shares under
the Cornerstone Investment Agreement in its capacity as an investment manager and on behalf of
the investment funds (collectively, the “ HHLRA Funds ”), which are limited partnerships formed
under the laws of the Cayman Islands. There is no individual limited partner investor who holds an
economic interest of 30% or more in the HHLRA Funds. HHLRA intends to hold the Offer shares
through one of the HHLRA Funds, namely HACF, L.P .
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with
sustainable, forward-thinking companies across industrial, consumer, healthcare and business
services sectors. HHLRA manages capital for global institutions, including non-profit foundations,
endowments, and pensions.
GF Fund
GF Management Co., Ltd. (ʮ̡)( “ GF Fund Management ”) and GF
International Investment Management Limited (ʮ̡)( “ GF Fund HK ”,
together with GF Fund Management, “ GF Fund ”) have, respectively, entered into Cornerstone
Investment Agreement with our Company.
GF Fund Management was established on August 5, 2003. As of December 31, 2025, GF Fund
Management’s assets under management exceeded 2 trillion yuan with comprehensive product
lines, and covering active equity, bonds, currencies, overseas investment, passive investments, FOF,
quantitative hedging, etc., in order to meet the diversified investment needs of domestic and foreign
clients. The controlling shareholder of GF Fund Management is GF Securities Co., Ltd. ( ᄿ೯൛Վ
ʮ̡)( “ GF Securities ”), a limited company listed on the Stock Exchange (stock code:
1776) and Shenzhen Stock Exchange (stock code: 000776), which owns 54.53% shareholding in GF
Fund Management. Apart from GF Securities, no other shareholder has a 30% or more shareholding
in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central
number in the Hong Kong Securities and Futures Commission license: AXL121) was incorporated
in Hong Kong in December 2010. GF Fund HK is licensed by SFC to carry on Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities in
Hong Kong. GF Fund HK serves as the global investment and business platform for its parent
company, GF Fund Management. As GF Fund Management’s window company overseas, GF Fund
HK strategically connects China and the overseas market. GF Fund HK capitalizes the investment
and research capabilities of GF Fund Management and its competitive advantage in the overseas
market to provide comprehensive quality service to its clients.
The subscription of the Offer Shares as a Cornerstone Investor will be made by GF Fund
Management and GF Fund HK in their capacity as the discretionary investment manager of a total
of nine funds under their management, which focus on investing in selected high-quality companies
across global markets. Based on the best knowledge of GF Fund Management and GF Fund HK,
each fund is an Independent Third Party, and no ultimate beneficial owner holds more than 30%
interest.
CORNERSTONE INVESTORS
– 228 –


--- page 239 ---
MSIP
Morgan Stanley & Co. International plc (“ MSIP ”) is a company incorporated in the United
Kingdom. The ultimate parent undertaking and controlling entity is Morgan Stanley. Morgan
Stanley together with its subsidiary undertakings forms the “Morgan Stanley Group”. Morgan
Stanley is a global financial services firm authorized as a Financial Holding Company and regulated
by the Board of Governors of the Federal Reserve System in the United States of America. The
Morgan Stanley Group operates within the financial services industry and is subject to extensive
supervision and regulation. The principal activity of the Morgan Stanley Group is the provision of
financial services to a global client base consisting of corporations, governments and financial
institutions. Financial services include investment banking, sales and trading, and other services to
clients.
Samson Group
Samson Group Limited (ʮ̡)( “ Samson Group ”), a limited liability company
incorporated in Hong Kong on August 28, 2024, is a diversified investment group focusing on
investments in high-end intelligent manufacturing and computing-power infrastructure. Samson
Group is wholly owned by CHEN En (ࢸan Independent Third Party.
Chen En and his team possess extensive experience in financial and industrial investment,
with a proven track record in both primary market strategic investments and secondary market
investments. They have participated in investments in various companies including Dongguan
Shunwei Semiconductor Co., Ltd. (ʮ̡), Lianchuang Electronic Technology
Co., Ltd. (ʮ̡), a limited company listed on the Shenzhen Stock Exchange
(stock code: 002036), and JL Mag Rare-Earth Co., Ltd. (ʮ̡), a limited
company listed on the Shenzhen Stock Exchange (stock code: 300748), covering sectors such as
new energy batteries, high-end intelligent manufacturing, and biopharmaceuticals.
Chen En and his team became acquainted with us through the introduction by one of the
Underwriters.
Haojun Investment and HTCI (in connection with Haojun Investment OTC Swaps)
Huatai Capital Investment Limited (“ HTCI ”) and Huatai Securities Co., Ltd. (“ HTSC ”) will
enter into a series of cross border over-the-counter swap transactions (collectively, the “ Haojun
Investment OTC Swaps ”) with each other and their ultimate client (the “ HTCI Ultimate Client
(Haojun Investment) ”), pursuant to which HTCI will hold the Offer Shares on a non-discretionary
basis to hedge the Haojun Investment OTC Swaps while the economic risks and returns of the
underlying Offer Shares are ultimately passed to the HTCI Ultimate Client (Haojun Investment),
subject to customary fees and commissions. Haojun Investment OTC Swaps will be fully funded by
the HTCI Ultimate Client (Haojun Investment). During the terms of the Haojun Investment OTC
Swaps, all economic returns of the Offer Shares subscribed by HTCI will be ultimately passed to
the HTCI Ultimate Client (Haojun Investment) and all economic loss shall be borne by the HTCI
Ultimate Client (Haojun Investment) through the Haojun Investment OTC Swaps, and HTCI will
not take part in any economic return or bear any economic loss in relation to the Offer Shares,
subject to customary fees and commissions. The Haojun Investment OTC Swaps are linked to the
Offer Shares and the HTCI Ultimate Client (Haojun Investment) may, after expiration of the lock-up
period beginning from the date of the cornerstone agreement entered into among HTCI, the
Company, the Joint Sponsors and the Overall Coordinators, and ending on the date which is six
months from the Listing Date, request to early terminate the Haojun Investment OTC Swaps at its
own discretion, upon which HTCI may dispose of the Offer Shares on the secondary market and the
HTCI Ultimate Client (Haojun Investment) will receive a final settlement amount of the Haojun
Investment OTC Swaps in cash in accordance with the terms and conditions of the Haojun
Investment OTC Swaps. Despite that HTCI will hold the legal title of the Offer Shares by itself, it
will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the
CORNERSTONE INVESTORS
– 229 –


--- page 240 ---
Haojun Investment OTC Swaps. To the best knowledge of HTCI after having made all reasonable
inquiries, the HTCI Ultimate Client (Haojun Investment) is an Independent Third Party of (i) the
Company, the connected persons or associates thereof, and (ii) HTCI, and the companies which are
members of the same group of HTCI.
During the life of the Haojun Investment OTC Swaps, HTCI may continue to hold the Offer
Shares in its custodian account, or to hold some or all of the Offer Shares in a prime brokerage
account for stock borrowing purpose, which is consistent with market practice to lower its finance
cost, provided that the economic interests are ultimately passed to the HTCI Ultimate Client
(Haojun Investment).
HTCI is an indirect wholly-owned subsidiary of HTSC, the A shares of which are listed on the
Shanghai Stock Exchange (stock code: 601688), the H shares of which are listed on the Stock
Exchange (stock code: 6886), and the global depositary receipts of which are listed on the London
Stock Exchange (LON: HTSC). The investment in the Haojun Investment OTC Swaps by Ningbo
Meishan Free Trade Port Zone Haojun Investment Management Co., Ltd. (೼ಥਜ㒊औ
ʮ̡)( “ Haojun Investment ”) is on a proprietary investment basis. Haojun
Investment, a private fund management company with the registration under the Asset Management
Association of China (AMAC), is an integrated asset management focusing on investment
opportunities in the new energy, consumer, intelligent manufacturing and semiconductor sectors.
Haojun Investment is ultimately owned as to 60% and 40% by Shi Y u ( ̦ຄ) (the chairperson of
Haojun Investment) and Chen Chen ( ௓ԕ), respectively, each an Independent Third Party.
Eternal Summer
Eternal Summer Consulting Company Ltd. (“ Eternal Summer ”) is a company incorporated
in the British Virgin Islands and is wholly owned by Pure Lotus Investment Co., Ltd., which in turn
is wholly owned by Summer Trust. Summer Trust is an irrevocable discretionary trust established
under the laws of Hong Kong, with JLT Trust (Hong Kong) Limited acting as its trustee. The trust
was established by XIA Zuoquan (РΌ), an Independent Third Party with beneficiaries of the
trust including his family members. Xia Zuoquan is one of the angel investors of BYD Company
Limited, a limited company listed on the Stock Exchange (stock code: 1211) and currently serves
as its director, he is experienced in technology-related sectors such as high-tech manufacturing and
investment.
Shrewd Pioneer
Shrewd Pioneer Limited (“ Shrewd Pioneer ”), a business company incorporated with limited
liability under the laws of the British Virgin Islands on August 10, 2020, which is wholly owned
by FONG, Siu Wan ( ˙ୗථ), an Independent Third Party with extensive experience in cross-border
investment and asset management. Shrewd Pioneer is an institutional investor dedicated to
secondary-market investments, with an investment portfolio valued at nearly HK$300 million.
FONG, Siu Wan has extensive experience in equity investments, focusing on hard technology,
artificial intelligence, semiconductors and robotics. In the secondary market, she focuses on
high-growth companies, with past investments including Alibaba Group Holding Limited and
Tencent Holdings Limited.
FONG, Siu Wan became acquainted with our Company through an introduction by one of the
Underwriters.
CORNERSTONE INVESTORS
– 230 –


--- page 241 ---
Richfirm
Richfirm (Hong Kong) Development Limited ( Όන(ಥ)ʮ̡)( “ Richfirm ”) is a
limited liability company incorporated in Hong Kong on March 30, 2001, which is an investment
holding company. Richfirm is wholly owned by Y uet Tak Trading Company Limited (Ϟ
ʮ̡), which in turn is held as to 50% by Foshan Shunde District Shunhui Information Consulting
Co., Ltd. (ʮ̡)( “ Shunhui Information ”) and 50% by Foshan
Shunde District Changde Real Estate Development Co., Ltd. (ʮ
̡)( “ Changde Real Estate ”). Shunhui Information is ultimately owned by the State-owned Assets
Supervision and Administration Commission of Shunde District, Foshan City ( Нʆ̹නᅃਜ਷Ϟ༟
ପ္ຖ၍ଣ҅), and Changde Real Estate is ultimately owned as to 91.08% and 8.92% by the
State-owned Assets Supervision and Administration Commission of Shunde District, Foshan City
(Нʆ̹නᅃਜ਷Ϟ༟ପ္ຖ၍ଣ҅) and the Department of Finance of Guangdong Province (؇
ᝂ), respectively.
VVC Technology
VVC Technology Fund Ltd. (“ VVC Technology ”) is an exempted company incorporated with
limited liability under the laws of the Cayman Islands in December 2025 and has been registered
with the Cayman Islands Monetary Authority as a mutual fund. As of the Latest Practicable Date,
VVC Technology was owned as to over 80% by V ertex China TM Ltd., a business company
incorporated with limited liability under the laws of the British Virgin Islands. V ertex China TM
Ltd. is backed by a sovereign fund from Singapore. Each of V ertex China TM Ltd. and VVC
Technology is an Independent Third Party.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things and as applicable,
the following closing conditions:
(a) the Underwriting Agreements being entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and date
as specified in the Underwriting Agreements, and neither of the aforesaid Underwriting
Agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and Overall
Coordinators (for themselves and on behalf of the Underwriters);
(c) the Listing Committee of the Stock Exchange having granted the approval for the listing
of, and permission to deal in, the H Shares (including the H Shares subscribed for by the
Cornerstone Investors) as well as other applicable waivers and approvals, and such
approval, permission or waiver having not been revoked prior to the commencement of
dealings in the H Shares on the Stock Exchange;
(d) the CSRC having accepted the CSRC Filings (as defined in the respective Cornerstone
Investment Agreement) and published the filing results in respect of the CSRC Filings
on its website, and such notice of acceptance and/or filing results published not having
otherwise been rejected, withdrawn, revoked or invalidated prior to the commencement
of dealings in the H Shares on the Stock Exchange;
CORNERSTONE INVESTORS
– 231 –


--- page 242 ---
(e) no laws shall have been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
in the respective Cornerstone Investment Agreements and there shall be no orders or
injunctions from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions; and
(f) the respective agreements, representations, warranties, undertakings and
acknowledgements of relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement are accurate and true in all respects and not misleading and that
there is no breach of the Cornerstone Investment Agreement on the part of the relevant
Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any
time during the period of six months from (and inclusive of) the Listing Date (the “ Lock-up
Period ”), dispose of, in any way, any of the Offer Shares or any interest in any company or entity
holding such Offer Shares that they have purchased pursuant to the relevant 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 such Cornerstone Investor, including the
Lock-up Period restriction.
CORNERSTONE INVESTORS
– 232 –


--- page 243 ---
You should read the following discussion and analysis in conjunction with our
consolidated financial statements, included in the Accountants’ Report in Appendix I, together
with the respective accompanying notes. Our consolidated financial information has been
prepared in accordance with the International Financial Reporting Standards (“ IFRS ”).
The following discussion and analysis contain forward-looking statements that reflect
our current views with respect to future events and financial performance. These statements
are based on our assumptions and analysis in light of our experience and perception of
historical trends, current conditions and expected future developments, as well as other
factors we believe are appropriate under the circumstances. However , our actual results may
differ significantly from those projected in the forward-looking statements. Factors that might
cause future results to differ significantly from those projected in the forward-looking
statements include, but are not limited to, those discussed in “Risk Factors” and “Forward-
Looking Statements” and elsewhere in this Prospectus.
OVERVIEW
We are a collaborative robotics company engaged in the development, manufacturing and sale
of collaborative robots (“ cobots ”) and core motion components for industrial automation
applications. Leveraging our capabilities spanning core motion components, cobot hardware and
hardware-native HRC Embodied Intelligence Control Platform, our cobots deliver high stability,
precision and motion control. Our product architecture further enables customers and system
integrators to conduct secondary development and tailor functionality to specific use cases. Our
cobots are adopted across a broad range of industry sectors, including 3C electronics, automotive,
healthcare, metal processing and logistics. Within our product portfolio, the E Series cobots are
primarily deployed in high-precision applications such as micro-component assembly, precision
machining and medical testing, while the S Series cobots are designed for high-payload and
high-throughput industrial scenarios, including palletizing, machine tending, material handling and
logistics automation. During the Track Record Period, we primarily sold our robot hardware to
customers in Chinese Mainland, Europe, the Americas and other regions in Asia.
During the Track Record Period, our revenue increased by 60.2% from RMB109.4 million in
2022 to RMB175.4 million in 2023, and further increased by 77.0% to RMB310.4 million in 2024,
representing a CAGR of 68.4% from 2022 to 2024. Our revenue further increased by 36.2% from
RMB206.2 million in the nine months ended September 30, 2024 to RMB280.9 million in the nine
months ended September 30, 2025. Concurrently, we turned from a net loss of RMB83.4 million in
2022 to a net profit of RMB17.9 million in 2024, establishing ourselves as one of the few profitable
established cobot companies in the world, according to Frost & Sullivan. We had a net profit of
RMB9.0 million in the nine months ended September 30, 2024 and a net loss of RMB15.6 million
in the nine months ended September 30, 2025.
BASIS OF PRESENTATION
For ordinary shares issued to Pre-IPO investors, pursuant to the supplemental agreements
entered into between our Company and the Pre-IPO Investors in relation to the termination of
certain of special rights granted by our Company, including redemption rights and liquidation
preferences, which are void ab initio as described in Note 31 of the Accountants’ Report in
Appendix I to this Prospectus, having taking into account the legal and regulatory framework of our
Company’s jurisdiction and the governing law of the supplementary agreements, our Directors
considered that it is appropriate to present the Pre-IPO Investments as equity throughout the Track
Record Period. For the details of financial impacts, see Note 31 of the Accountants’ Report in
Appendix I to this Prospectus.
FINANCIAL INFORMATION
– 233 –


--- page 244 ---
The historical financial information has been prepared in accordance with IFRS Accounting
Standards, which comprise all standards and interpretations as issued by the International
Accounting Standards Board (the “ IASB ”).
All IFRS Accounting Standards effective for the accounting period commencing from January
1, 2025, together with the relevant transitional provisions, have been early adopted by us in the
preparation of the historical financial information throughout each of the years ended December 31,
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025.
The historical financial information has been prepared under the historical cost convention,
except for financial assets at fair value through profit or loss which have been measured at fair
value.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business and results of operations are influenced by various general factors that affect the
overall global cobot industry. These factors include market acceptance, adoption and demand of
cobots, alongside governmental policies, initiatives and incentives which affect the global cobot
industry, as well as global economic conditions and the regulatory environment. Unfavorable
changes and any challenges in any of these general industry conditions could affect the demand for
our products and services and hence our results of operations.
In addition to these general factors, we recognize that the following specific factors, although
offering significant opportunities for our business, present challenges that we must effectively
address to sustain our growth and improve our results of operations:
Investment in technology leadership and product development
Our financial performance is dependent on our ability to maintain our leadership in the cobot
industry, which in turn depends on the investments we make in R&D. It is essential that we
continually identify and respond to rapidly evolving market trends, develop and introduce
innovative products and enhance existing product offerings and features. In particular, our R&D
efforts integrate key technologies across the entire development cycle, from core component
development to advanced control systems, enabling us to design and deliver highly competitive
cobot and core motion component products. Our product offering also enables efficient
development, modular customization and scalable deployment of cobots tailored to existing and
new application requirements.
During the Track Record Period, our research and development expenses in aggregate were
RMB239.3 million. In order to maintain our leadership position in technological innovation, we
have established experienced talent pool with strong expertise and capabilities in relevant fields.
See “Business — Research and Development.” We will continue to provide competitive
compensation and benefits packages to attract R&D talent.
Our ability to further commercialize through effective and efficient customer acquisition and
sales strategies
We have made proactive efforts and achieved success in commercializing our products. We are
dedicated to attracting new customers and deepening relationships with our existing customers. As
of the Latest Practicable Date, our products had been sold to over 1,000 customers across over 50
countries and regions. We believe that our sales network and our customer acquisition and sales
strategies have enabled us to increase sales volume, enlarge our customer base and enhance
customer retention, thereby achieving robust revenue growth.
FINANCIAL INFORMATION
– 234 –


--- page 245 ---
We have devoted resources to sales and marketing activities to continually enhance our market
awareness and the level of commercialization. We strengthen ecosystem engagement by validating
application scenarios jointly with our customers, making our products a core components of our
customers’ applications, thus forming reciprocal relationships that reinforce long-term customer
stickiness and create a defensible moat of customer resources. This has strengthened our sales and
marketing efficiency. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025,
our selling and distribution expenses, excluding share-based payment, accounted for 26.5%, 25.6%,
13.5%, 14.6% and 13.4% of our revenue in the same periods, respectively, showing a decreasing
trend. See “— Period-to-period Comparison of Results of Operations.” As we continue to scale up
our business operations, we expect to continually invest in commercialization while enhancing the
efficiency of our customer acquisition and sales initiatives.
Our ability to manage our costs and expenses and achieve operational efficiency
Our future profitability depends significantly on our ability to control costs and operating
expenses, which are affected by a number of factors, such as costs of raw materials and production,
as well as our operational efficiency. Our cost of sales as a percentage of our total revenue
decreased from 86.3% in 2022 to 71.4% in 2023, and further to 65.7% in 2024, indicating our
improved cost control capabilities and economies of scale. Our cost of sales as a percentage of our
total revenue decreased from 66.4% in the nine months ended September 30, 2024 to 62.4% in the
nine months ended September 30, 2025. As a result, our overall gross profit margin increased from
13.7% in 2022 to 28.6% in 2023, and further to 34.3% in 2024. Our overall gross profit margin
further increased from 33.6% in the nine months ended September 30, 2024 to 37.6% in the nine
months ended September 30, 2025. During the Track Record Period, our cost of sales primarily
consisted of cost of raw materials, production and labor. Changes in any major component of our
cost of sales and our overall cost structure could have an impact on our gross profit and gross profit
margin. The procurement costs for raw materials may fluctuate due to a number of factors beyond
our control, such as supply chain disruptions and inflation, and we are susceptible to significant
changes in the availability, price and standard of critical raw materials.
We are constantly improving our operating efficiency and optimizing the allocation of our
resources. Our operating expenses decreased as a percentage of revenue from 109.5% in 2023 to
32.8% in 2024, indicating improved operational efficiency. Our operating expenses, excluding
listing expenses, subsequently remained at the relatively low level of 47.7% in the nine months
ended September 30, 2025. We believe that as we achieve higher level of economies of scale, our
costs and operating expenses as a percentage of our total revenue will further decrease.
Our ability to effectively operate, penetrate and compete in the global market
Our footprint and penetration in overseas markets are critical to our success. Our international
operations are subject to changes in the political and economic relations among countries and to any
sanctions and export controls administered by government authorities and other geopolitical
challenges, including, but not limited to, economic and labor conditions, increased custom duties,
tariffs, taxes, export restrictions and other trade protection measures. In addition, we face
competition from new entrants who may offer lower prices or new technologies and products. Our
ability to operate and compete effectively is crucial to our market share, revenue growth and
profitability.
During the Track Record Period, our products are primarily sold in strategic markets in
Chinese Mainland, Europe, Americas and other regions. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, our revenue generated from customers located in Chinese
Mainland accounted for 73.8%, 73.5%, 49.8%, 51.3% and 62.2% of our total revenue, respectively.
In addition, our sales in overseas markets contribute to our improving profitability. We expect that
our reputation and sales in overseas markets will continue to have a significant impact on our
business growth and prospects.
FINANCIAL INFORMATION
– 235 –


--- page 246 ---
MATERIAL ACCOUNTING POLICY INFORMATION
We have identified certain accounting policies that are significant to the preparation of our
financial statements. Material accounting policies that are significant for understanding our
financial condition and results of operations are set forth in detail in Note 2.3 of the Accountants’
Report in Appendix I lo this Prospectus. Some of our accounting policies involve subjective
assumptions and estimates, as well as complex judgments relating to accounting items. Actual
results could differ from those estimates. We continually evaluate these estimates and assumptions
based on the most recently available information, our own historical experience and other factors
that we believe to be relevant under the circumstances. Our management has discussed the
development, selection and disclosure of these estimates with our Board of Directors. Since our
financial reporting process inherently relies on the use of estimates and assumptions, actual results
may differ from these estimates under different assumptions or conditions. When reviewing our
financial statements, you should consider (i) our selection of key accounting policies, (ii) the
judgment and other uncertainties affecting the application of such policies, and (iii) the sensitivity
of reported results to changes in conditions and assumptions. We believe that the material
accounting policy information and estimates such as basis of consolidation, revenue from contracts
with customers, and leases as detailed in Note 2.3 of the Accountants’ Report in Appendix I to this
Prospectus are critical and involve the most important estimates and judgments we used in
preparing our financial statements. See Note 2.3 to the Accountants’ Report included in Appendix
I to this Prospectus.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE
INCOME
The following table sets forth a summary of our consolidated statements of profit or loss for
the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 175,380 310,441 206,224 280,880
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,436) (125,150) (204,008) (136,988) (175,328)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 50,230 106,433 69,236 105,552
Other income and gains /H1118/H111813,450 105,596 15,372 12,904 10,090
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,944) (60,450) (41,941) (30,146) (39,315)
Administrative expenses /H1118/H1118(21,740) (45,997) (12,543) (9,662) (43,727)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(55,432) (85,656) (47,283) (33,894) (50,978)
Reversal of/(provision for)
impairment losses on
financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,828) 688 (72) (94) 41
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,735) (3,443) (3,043) (709) (564)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(644) (515) (214) (169) (287)
(Loss)/profit before tax /H1118/H1118(84,867) (39,547) 16,709 7,466 (19,188)
Income tax
credits/(expenses) /H1118/H1118/H1118/H1118/H1118/H11181,501 41,442 1,160 1,571 3,600
(Loss)/profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
FINANCIAL INFORMATION
– 236 –


--- page 247 ---
For details on the accounting treatment of redemption rights and liquidation preference rights
of pre-IPO investments, see Note 31 to the Accountants’ Report set out in Appendix I to this
prospectus.
NON-IFRS FINANCIAL MEASURE
To supplement our consolidated financial statements, which are presented in accordance with
IFRS, we also use adjusted net (loss)/profit (non-IFRS measure) as an additional financial measure,
which is not required by, or presented in accordance with IFRS. We believe this non-IFRS measure
facilitates comparisons of operating performance from period to period and company to company
by eliminating the potential impact of certain items. We believe this measure provides useful
information to investors and others in understanding and evaluating our combined results of
operations in the same manner as they help our management. However, such non-IFRS financial
measure we present may not be directly comparable to similar measures presented by other
companies. The use of this non-IFRS measure should not be considered as a substitute for analysis
of our results of operations or financial condition as reported under IFRS.
We define adjusted net (loss)/profit (non-IFRS measure) as (loss)/profit for the periods
adjusted by adding back share-based payment expenses and listing expense. The following table
reconciles our adjusted net (loss)/profit (non-IFRS measure) presented in accordance with IFRS,
which is (loss)/profit for the period:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
(Loss)/profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
Add:
– Share-based payment
(1) /H1118/H111812,831 69,573 – – 24,652
– Listing expense (2) /H1118/H1118/H1118/H1118/H1118/H1118–––– 15,389
Adjusted net (loss)/profit
(non-IFRS measure ) /H1118/H1118/H1118(70,535) 71,468 17,869 9,037 24,453
Notes:
(1) Share-based payment expenses are non-cash in nature and represent the arrangement under which we receive
services from employees as consideration for our equity instruments. Share-based payment expenses are not
expected to result in future cash payments.
(2) Listing expenses represent professional fees, underwriting commission, and other fees incurred in connection
with the Global Offering and the Listing.
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we generated all our revenue from sale of products and cobot
services.
Revenue by Nature and Product Series/Line
During the Track Record Period, our revenue was primarily derived from sale of products,
including cobots and core motion components. See “Business — Our Product Portfolio.”
FINANCIAL INFORMATION
– 237 –


--- page 248 ---
The following table sets forth our revenue breakdown by nature of products and cobot services
in absolute amount and as a percentage of our total revenue for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sales of Products /H1118 108,943 99.5 174,076 99.3 308,202 99.3 204,341 99.1 280,033 99.7
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H111865,133 59.5 120,257 68.6 235,509 75.9 158,060 76.6 207,565 73.9
– E Series /H1118/H1118/H1118/H1118/H111853,272 48.7 100,716 57.4 185,023 59.6 124,810 60.5 142,985 50.9
 Elfin-Basic
Series /H1118/H1118/H1118/H111851,793 47.3 93,655 53.4 169,586 54.6 115,523 56.0 114,868 40.9
 Elfin-Pro
Series /H1118/H1118/H1118/H1118– – – – 3,369 1.1 1,519 0.7 21,427 7.6
 Elfin-Ex
Series /H1118/H1118/H1118/H11181,479 1.4 7,060 4.0 12,067 3.9 7,768 3.8 6,691 2.4
– S Series /H1118/H1118/H1118/H1118/H1118– 0.0 8,068 4.6 24,607 7.9 15,801 7.7 45,562 16.2
 S20 /H1118/H1118/H1118/H1118/H1118/H1118– – 5,701 3.3 14,214 4.6 9,785 4.8 24,878 8.8
 S30 /H1118/H1118/H1118/H1118/H1118/H1118– – – – 8,916 2.9 5,035 2.4 11,463 4.1
 Others /H1118/H1118/H1118/H1118– – 2,367 1.3 1,477 0.4 982 0.5 9,220 3.3
– Workstation /H1118/H11189,322 8.5 8,207 4.7 9,372 3.0 7,934 3.8 4,764 1.7
– Others (1) /H1118/H1118/H1118/H11182,538 2.3 3,266 1.9 16,507 5.3 9,514 4.6 14,254 5.1
– Core Motion
Components /H1118/H1118/H111843,810 40.0 53,819 30.7 72,693 23.4 46,281 22.4 72,468 25.8
– Precision
Motion
Platforms /H1118/H1118/H1118/H111828,092 25.7 39,594 22.6 33,586 10.8 24,925 12.1 43,183 15.4
– Joint Modules /H1118 915 0.8 403 0.2 14,476 4.7 5,178 2.5 15,159 5.4
– Servo Drives /H1118/H11186,845 6.3 8,761 5.0 10,251 3.3 7,579 3.7 3,049 1.1
– Accessories /H1118/H1118/H11186,380 5.8 4,330 2.5 10,304 3.3 5,754 2.8 9,891 3.5
– Frameless
Torque Motors
and Other
Motors /H1118/H1118/H1118/H1118/H11181,578 1.4 730 0.4 4,077 1.3 2,846 1.4 1,186 0.4
Cobot Services
(2) /H1118/H1118 499 0.5 1,304 0.7 2,239 0.7 1,883 0.9 847 0.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Notes:
(1) Primarily include variant cobots from our E Series, which are fundamentally similar to the E Series cobots but
incorporate customised features and/or functions according to customers’ demand.
(2) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in relation
to our cobots sold to customers.
Our overall revenue growth across product categories throughout the Track Record Period was
mainly attributable to our increased sales volume and expanding customer base. Our number of new
customers in the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025 was 239, 306, 390 and 299, respectively. Our number of customers grew from
298 in 2022 to 493 in 2023, and further to 525 in 2024, and amounted to 478 in the nine months
ended September 30, 2025. See “— Period-to-period Comparison of Results of Operations” for
details.
FINANCIAL INFORMATION
– 238 –


--- page 249 ---
Revenue by Geographic Location
In terms of geographic coverage, we generated a majority of revenue from our sales network
in Chinese Mainland in 2022, 2023 and the nine months ended September 30, 2025, complemented
by the rapidly expanding presence of our overseas markets during the Track Record Period. As of
September 30, 2025, we have established a growing presence in and outside Chinese Mainland. We
believe that we do not have any material overseas tax exposure for overseas revenue. The following
table sets forth a breakdown of our revenue by geographical location, in an absolute amount and as
a percentage of our total revenue, for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Chinese Mainland /H1118 80,729 73.8 128,936 73.5 154,542 49.8 105,792 51.3 174,846 62.2
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,191 16.6 31,190 17.8 124,328 40.1 78,982 38.3 83,167 29.7
– Germany /H1118/H1118/H1118/H111811,651 10.6 23,556 13.4 116,489 37.5 73,418 35.6 69,203 24.6
Americas /H1118/H1118/H1118/H1118/H1118/H11183,098 2.8 8,118 4.6 24,025 7.7 15,846 7.7 12,942 4.6
– United States /H1118/H11181,334 1.2 4,476 2.6 16,781 5.4 9,391 4.6 8,329 3.0
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11187,424 6.8 7,136 4.1 7,546 2.4 5,604 2.7 9,925 3.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 100.0 175,380 100.0 310,441 100.0 206,224 100.0 280,880 100.0
Note:
(1) Primarily including other regions in Asia such as Malaysia and South Korea, as well as Australia.
There were no assessable profit arising in overseas tax jurisdictions during the Track Record
Period, as all sales activities were conducted through subsidiaries in the PRC during the Track
Record Period. As a result, we had no overseas tax exposure during the Track Record Period. See
Note 10 to the Accountants’ Report set out in Appendix I to this prospectus.
Revenue by Sales Channel
We have established a sales network through direct sales and distributors. During the Track
Record Period, our direct sales customers mainly include (i) system integrators, which include
standardized and non-standardized equipment manufacturers, and (ii) end users. During the Track
Record Period, the majority of our revenue from direct sales was revenue from system integrators.
Our distributors are primarily established regional industrial automation distributors with technical
expertise and value-added services, as well as specialized automation solution providers focusing
on industries such as automotive, electronics and machinery manufacturing. For details of revenue
breakdown by sales channel, see “Business — Our Sales Network.”
During the Track Record Period, the majority of our revenue was derived from direct sales to
system integrators. The revenue from direct sales to system integrators increased from RMB76.3
million in 2022 to RMB138.5 million in 2023, and further increased to RMB267.0 million in 2024.
The revenue from direct sales to system integrators increased from RMB174.4 million in the nine
months ended September 30, 2024 to RMB254.9 million in the nine months ended September 30,
2025.
FINANCIAL INFORMATION
– 239 –


--- page 250 ---
Cost of Sales
During the Track Record Period, our cost of sales primarily consisted of cost of sales of
products, cost of cobot services and inventory write-down. Our cost of sales of products include the
costs for raw material, production, labor and logistics.
The following table sets forth our cost of sales breakdown by nature of products and services
in absolute amount and as a percentage for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sales of products /H1118/H111880,148 84.9 123,914 99.0 198,765 97.4 130,489 95.3 171,367 97.7
– Raw material /H1118/H1118/H1118/H111864,655 68.5 96,883 77.5 156,229 76.5 102,151 74.6 137,490 78.4
– Production (1) /H1118/H1118/H1118/H11188,497 9.0 16,817 13.4 24,001 11.8 16,108 11.8 23,795 13.6
– Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,466 4.7 7,923 6.3 10,595 5.2 6,549 4.8 8,517 4.9
– Logistics /H1118/H1118/H1118/H1118/H1118/H11182,530 2.7 2,291 1.8 7,940 3.9 5,681 4.1 1,565 0.9
Cobot Services (2) /H1118/H1118 171 0.2 588 0.5 992 0.5 830 0.6 477 0.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,319 85.1 124,502 99.5 199,757 97.9 131,319 95.9 171,845 98.0
Inventory
write-down (3) /H1118/H1118/H1118/H111814,117 14.9 648 0.5 4,251 2.1 5,669 4.1 3,483 2.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,436 100.0 125,150 100.0 204,008 100.0 136,988 100.0 175,328 100.0
Notes:
(1) Primarily represent the indirect production costs incurred during the production process that cannot be directly
attributed to specific products, mainly including production management expenses, leasing expenses and utilities
expenses.
(2) Primarily represent the cost arising from our provision of quality assurance and maintenance services in relation to
our cobots sold to customers.
(3) Primarily represents the provision made on inventories. See “— Discussion of Key Items of Consolidated Statements
of Financial Position — Net Current Assets — Inventories.”
The following table sets forth our cost of sales breakdown by nature of products and services
in absolute amount and as a percentage for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sales of products: /H1118/H111880,148 84.9 123,914 99.0 198,765 97.4 130,488 95.3 171,367 97.7
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,814 51.7 89,222 71.3 152,674 74.8 101,828 74.3 128,278 73.2
– Core motion
components /H1118/H1118/H1118/H1118/H111831,333 33.2 34,692 27.7 46,091 22.6 28,660 20.9 43,089 24.6
Cobot Services (1) /H1118/H1118 171 0.2 588 0.5 992 0.5 830 0.6 477 0.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,319 85.1 124,502 99.5 199,757 97.9 131,319 95.9 171,845 98.0
Inventory
write-down (2) /H1118/H1118/H1118/H111814,117 14.9 648 0.5 4,251 2.1 5,669 4.1 3,483 2.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,436 100.0 125,150 100.0 204,008 100.0 136,988 100.0 175,328 100.0
FINANCIAL INFORMATION
– 240 –


--- page 251 ---
Notes:
(1) Primarily represent the cost arising from our provision of quality assurance and maintenance services in relation to
our cobots sold to customers.
(2) Primarily represents the provision made on inventories. See “— Discussion of Key Items of Consolidated Statements
of Financial Position — Net Current Assets — Inventories.”
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales, and our gross margin represents
gross profit divided by our revenue, expressed as a percentage. In 2022, 2023, 2024 and the nine
months ended September 30, 2024 and 2025, we had gross profit of RMB15.0 million, RMB50.2
million, RMB106.4 million, RMB69.2 million and RMB105.6 million, respectively. During the
same periods, we had gross margin of 13.7%, 28.6%, 34.3%, 33.6% and 37.6% respectively.
Gross Profit and Gross Profit Margin by Nature and Products Series/Line
The following table sets forth our gross profit and gross profit margin breakdown by nature
for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sales of Products /H1118/H111828,795 26.4 50,161 28.8 109,436 35.5 73,853 36.1 108,666 38.8
– Cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,319 25.1 31,035 25.8 82,836 35.2 56,232 35.6 79,287 38.2
– E Series /H1118/H1118/H1118/H1118/H111813,764 25.8 25,653 25.5 63,422 34.3 44,159 35.4 54,219 37.9
– S Series /H1118/H1118/H1118/H1118/H1118– – 2,773 34.4 9,943 40.4 6,538 41.4 16,791 36.9
– Workstation /H1118/H1118/H11181,998 21.4 1,736 21.2 2,038 21.7 1,822 23.0 1,814 38.1
– Others (1) /H1118/H1118/H1118/H1118/H1118556 21.9 873 26.7 7,432 45.0 3,713 39.0 6,463 45.3
– Core Motion
Components /H1118/H1118/H1118/H111812,476 37.2 19,127 35.5 26,600 36.6 17,621 38.1 29,379 40.5
– Precision Motion
Platforms /H1118/H1118/H1118/H1118/H111810,439 37.2 16,223 41.0 13,409 39.9 10,245 41.1 19,583 45.3
– Joint Modules /H1118/H1118 234 25.6 225 55.8 5,924 40.9 2,039 39.4 6,938 45.8
– Servo Drives /H1118/H1118/H1118207 3.0 1,317 15.0 2,406 23.5 1,914 25.3 411 13.5
– Accessories /H1118/H1118/H11181,149 18.0 1,089 25.1 2,662 25.8 1,857 32.3 2,267 22.9
– Frameless
Torque Motors
and Other
Motors /H1118/H1118/H1118/H1118/H1118/H1118447 28.3 273 37.3 2,199 53.9 1,566 55.0 180 15.2
Cobot Services
(2) /H1118/H1118 328 65.7 717 55.0 1,247 55.7 1,053 55.9 370 43.6
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,683 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down (3) /H1118/H1118/H1118/H1118(14,117) (12.9) (648) (0.4) (4,251) (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Notes:
(1) Primarily include variant cobots from our E Series, which are fundamentally similar to the E Series cobots but
incorporate customised features and/or functions according to customers’ demand.
FINANCIAL INFORMATION
– 241 –


--- page 252 ---
(2) Primarily represent the revenue derived from our provision of quality assurance and maintenance services in relation
to our cobots sold to customers.
(3) Primarily represents the provision made on inventories. See “— Discussion of Key Items of Consolidated Statements
of Financial Position — Net Current Assets — Inventories.”
The gross profit margin of our products generally increased during the Track Record Period.
See “— Period-to-period Comparison of Results of Operations” for details.
Gross Profit and Gross Profit Margin by Geographic Location
The following table sets forth our gross profit and gross profit margin breakdown by
geographic area for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Chinese Mainland /H1118 19,017 23.6 33,040 25.6 47,263 30.6 33,206 31.4 60,131 34.4
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,681 31.2 10,795 34.6 46,542 37.4 30,237 38.3 36,044 43.3
– Germany /H1118/H1118/H1118/H11182,486 21.3 6,688 28.4 41,823 35.9 26,950 36.7 27,418 39.6
Americas /H1118/H1118/H1118/H1118/H1118/H11181,467 47.4 4,015 49.5 13,270 55.2 8,779 55.4 7,656 59.2
– United States /H1118 594 44.5 1,831 40.9 8,646 51.5 4,572 48.7 4,739 56.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,959 39.9 3,029 42.4 3,608 47.8 2,683 47.9 5,204 52.4
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,683 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down (2) /H1118/H1118/H1118(14,117) (12.9) (648) (0.4) (4,251) (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Notes:
(1) Primarily including other regions in Asia such as Malaysia and South Korea, as well as Australia.
(2) Primarily represents the provision made on inventories. See “— Discussion of Key Items of Consolidated
Statements of Financial Position — Net Current Assets — Inventories.”
Our gross profit margin in Chinese Mainland was generally lower than those in the overseas
markets in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025. This
variance primarily reflects differences in regional pricing power and customer purchasing capacity,
which we evaluate systematically when setting prices in each market. As confirmed by Frost &
Sullivan, in overseas markets, particularly in developed economies such as Europe, the United
States and Japan, customers typically can absorb premium pricing due to stronger currency
valuation and higher per-unit consumption value in these markets. We maximize profitability in
high-value international markets while sustaining strong volume expansion and customer
relationships in China.
FINANCIAL INFORMATION
– 242 –


--- page 253 ---
Gross Profit and Gross Profit Margin by Sales Channel
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Direct Sales
– System integrators
– Standardized
equipment
manufacturers /H1118/H111815,883 25.9 31,102 27.1 79,420 34.5 51,715 34.7 82,608 38.8
– Non-standardized
equipment
manufacturers /H1118/H11184,522 30.1 6,960 29.4 13,537 36.8 9,645 37.9 15,647 37.2
– Subtotal of system
integrators /H1118/H1118/H1118/H1118/H111820,405 26.7 38,062 27.5 92,956 34.8 61,360 35.2 98,255 38.5
– End users /H1118/H1118/H1118/H1118/H1118/H11186,367 24.8 7,803 35.1 10,571 43.6 8,843 47.3 5,106 46.3
Subtotal of direct
sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,773 26.3 45,865 28.5 103,528 35.6 70,203 36.4 103,361 38.9
Distributors /H1118/H1118/H1118/H1118/H11182,350 31.4 5,013 34.2 7,156 37.2 4,702 35.9 5,674 38.0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H111829,123 26.6 50,878 29.0 110,684 35.7 74,905 36.3 109,035 38.8
Less: Inventory
write-down
(1) /H1118/H1118/H1118/H111814,117 (12.9) 648 (0.4) 4,251 (1.4) (5,669) (2.7) (3,483) (1.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 13.7 50,230 28.6 106,433 34.3 69,236 33.6 105,552 37.6
Note:
(1) Primarily represents the provision made on inventories. See “— Discussion of Key Items of Consolidated Statements
of Financial Position — Net Current Assets — Inventories.”
The gross profit margin of both direct sales and sales to distributors generally increased
throughout the Track Record Period. The gross profit margin on sales to distributors was generally
higher than that of direct sales. This was primarily because a significant portion of the products sold
to distributors was precision motion platforms, which typically have a higher gross profit margin
due to their greater technological complexity.
Other Income and Gains
During the Track Record Period, our other income and gains primarily consisted of (i) interest
income, primarily representing interests from bank deposits and loans arising from daily operations
made to the then-associate of our Company; (ii) investment income from wealth management
products; (iii) investment income from time deposits; (iv) government grants, primarily
representing subsidies we received in relation to our R&D projects by government authorities
conditioned upon our successful passing of the relevant project acceptance test; (v) gains from
disposal of subsidiaries, primarily representing the gains from the disposal of Shenzhen Niuer
Robot and its subsidiary, which primarily acted as an integrator focusing on semiconductor industry.
See “History, Development and Corporate Structure — Material Acquisitions, Disposals and
Mergers;” (vi) gains from disposal of a joint venture, representing the gains from the disposal of
Neura Robotics, which primarily engaged in the R&D of advanced robotics technologies. See
“History, Development and Corporate Structure — Material Acquisitions, Disposals and Mergers;”
(vii) fair value gains on financial assets at fair value through profit or loss; and (viii) foreign
exchange gains, net, primarily arising from our sales to overseas customers denoted in foreign
currencies and bank deposits in foreign currencies. Our other income and gains amounted to
FINANCIAL INFORMATION
– 243 –


--- page 254 ---
RMB13.5 million, RMB105.6 million, RMB15.4 million, RMB12.9 million and RMB10.1 million
in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively. The
following table sets forth a breakdown of our other income and gains in absolute amount and as a
percentage of our total other income and gains for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Interest income /H1118/H1118/H1118/H1118/H11181,250 9.3 1,508 1.4 1,987 12.9 1,652 12.8 1,165 11.5
Investment income from
wealth management
products and
structured deposits /H1118/H1118 3,827 28.5 1,136 1.1 1,932 12.6 722 5.6 344 3.4
Investment income from
certificate of deposit /H1118 471 3.5 1,394 1.3 3,371 21.9 2,210 17.1 2,652 26.3
Government grants /H1118/H1118/H11181,162 8.6 3,195 3.0 7,669 49.9 7,425 57.5 309 3.1
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 0.2 244 0.2 366 2.4 342 2.7 260 2.5
Gains from disposal of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118– – 12,835 12.2 – – – – – –
Gain from disposal of a
joint venture /H1118/H1118/H1118/H1118/H1118– – 78,579 74.5 – – – – – –
Fair value gains on
financial assets at fair
value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,101 15.6 471 0.4 47 0.3 553 4.3 480 4.8
Gain on early
termination of a
lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 362 0.3 – – 0 0.0 30 0.3
Foreign exchange gains,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,616 34.3 5,872 5.6 – – – – 4,850 48.1
13,450 100.0 105,596 100.0 15,372 100.0 12,904 100.0 10,090 100.0
Selling and Distribution Expenses
During the Track Record Period, our selling and distribution expenses primarily consisted of
(i) employee compensation; (ii) share-based payment; (iii) business promotion expenses; and (iv)
travel and business development expenses. Our selling and distribution expenses amounted to
RMB31.9 million, RMB60.5 million, RMB41.9 million, RMB30.1 million and RMB39.3 million in
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, accounting for 29.2%,
34.5%, 13.5%, 14.6% and 14.0% of our revenue in 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, respectively. The following table sets forth a breakdown of our
selling and distribution expenses in absolute amount and as a percentage of our total selling and
distribution expenses for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Employee
compensation /H1118/H111817,728 55.5 26,590 44.0 26,474 63.1 18,926 62.8 24,805 63.1
Share-based
payment /H1118/H1118/H1118/H1118/H11182,896 9.1 15,586 25.8 – – – – 1,695 4.3
FINANCIAL INFORMATION
– 244 –


--- page 255 ---
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Business promotion
expenses /H1118/H1118/H1118/H1118/H11186,274 19.6 8,249 13.6 4,685 11.2 3,832 12.7 4,922 12.5
Travel and business
development
expenses /H1118/H1118/H1118/H1118/H11182,769 8.7 5,575 9.2 5,870 14.0 3,830 12.7 4,491 11.4
Others
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,277 7.1 4,450 7.4 4,912 11.7 3,558 11.8 3,402 8.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,944 100.0 60,450 100.0 41,941 100.0 30,146 100.0 39,315 100.0
Note:
(1) Others primarily include transportation expenses, office expenses and warranty expenses.
Administrative Expenses
During the Track Record Period, our administrative expenses primarily consisted of (i)
employee compensation; (ii) share-based payment; (iii) office expenses; (iv) professional service
expenses, primarily consisted of fees paid for consultation on business administration activities,
including the process of disposing of our subsidiaries and associates; (v) depreciation and
amortization; and (vi) listing expenses. Our administrative expenses amounted to RMB21.7 million,
RMB46.0 million, RMB12.5 million, RMB9.7 million and RMB43.7 million in 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, accounting for 19.9%, 26.2%, 4.0%, 4.7%
and 15.6% of our revenue in 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, respectively. The following table sets forth a breakdown of our administrative expenses in
absolute amount and as a percentage of our total administrative expenses for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Employee
compensation /H1118/H111812,502 57.6 11,611 25.2 9,072 72.3 6,835 70.8 8,453 19.3
Share-based
payment /H1118/H1118/H1118/H1118/H11185,225 24.0 27,193 59.2 – – – – 14,260 32.6
Office expenses /H1118/H1118/H11181,195 5.5 1,776 3.9 412 3.3 272 2.8 1,402 3.2
Professional service
expenses /H1118/H1118/H1118/H1118/H1118980 4.5 3,328 7.2 1,084 8.6 906 9.4 508 1.2
Depreciation and
amortization /H1118/H1118/H1118941 4.3 883 1.9 734 5.9 536 5.5 1,590 3.6
Listing expenses /H1118/H1118 – – – – – – – – 15,389 35.2
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118897 4.1 1,206 2.6 1,241 9.9 1,113 11.5 2,125 4.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,740 100.0 45,997 100.0 12,543 100.0 9,662 100.0 43,727 100.0
Note:
(1) Others primarily include travel expenses.
FINANCIAL INFORMATION
– 245 –


--- page 256 ---
Research and Development Expenses
During the Track record period, our research and development expenses primarily consisted
of (i) employee compensation; (ii) material expenses; (iii) share-based payment; and (iv)
depreciation and amortization. Our research and development expenses amounted to RMB55.4
million, RMB85.7 million, RMB47.3 million, RMB33.9 million and RMB51.0 million in 2022,
2023, 2024 and the nine months ended September 30, 2024 and 2025, accounting for 50.6%, 48.8%,
15.2%, 16.4% and 18.1% of our revenue in 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, respectively. Our research and development expenses, excluding the relevant
share-based payment, amounted to RMB51.3 million, RMB61.3 million, RMB47.3 million,
RMB33.9 million and RMB43.9 million in 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, accounting for 46.8%, 34.9%, 15.2%, 16.4% and 15.6% of our revenue in 2022,
2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively. During the Track
Record Period, all R&D expenses of the Group during the Track Record Period were related to our
cobot products and core motion component products. During the Track Record Period, we did not
capitalize R&D expenses nor allocate them by products. The following table sets forth a breakdown
of our research and development expenses in absolute amount and as a percentage of our total
research and development expenses for the periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Employee
compensation /H1118/H111838,153 68.9 43,833 51.1 38,573 81.6 28,031 82.7 34,083 66.9
Material expenses /H1118 5,568 10.0 10,532 12.3 2,950 6.2 1,735 5.1 4,517 8.9
Share-based
payment /H1118/H1118/H1118/H1118/H1118/H11184,164 7.5 24,395 28.5 – – – – 7,051 13.8
Depreciation and
amortization /H1118/H1118/H11184,073 7.3 3,844 4.5 3,443 7.3 2,630 7.8 2,502 4.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11183,474 6.3 3,052 3.6 2,317 4.9 1,498 4.4 2,825 5.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,432 100.0 85,656 100.0 47,283 100.0 33,894 100.0 50,978 100.0
Note:
(1) Others primarily include rental and property expenses, travel expenses and certification and testing fees.
(Provision for)/Reversal of Impairment Losses on Financial Assets
During the Track Record Period, we recorded provision for impairment losses on financial
assets of RMB1.8 million in 2022, RMB0.1 million in 2024 and RMB0.1 million in the nine months
ended September 30, 2024 and recorded reversal of impairments losses on financial assets of
RMB0.7 million in 2023 and RMB41.0 thousand in the nine months ended September 30, 2025,
respectively.
Other Expenses
During the Track Record Period, our other expenses primarily related to the fines and contract
liquidated damages, losses arising from disposal of fixed assets and losses on foreign exchange. Our
other expenses amounted to RMB1.7 million, RMB3.4 million, RMB3.0 million, RMB0.7 million
and RMB0.6 million in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025,
respectively.
FINANCIAL INFORMATION
– 246 –


--- page 257 ---
Finance Costs
During the Track Record Period, our finance costs primarily included interests on bank loans
and interest on lease liabilities. Our finance costs amounted to RMB0.6 million, RMB0.5 million,
RMB0.2 million, RMB0.2 million and RMB0.3 million in 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, respectively.
Income Tax Credit/(Expense)
We had income tax credit amounted to RMB1.5 million, RMB41.4 million, RMB1.2 million,
RMB1.6 million and RMB3.6 million in 2022, 2023, 2024 and nine months ended September 30,
2024 and 2025, respectively. 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.
Under the Law of the PRC on Enterprise Income Tax (“ EIT Law ”) and Implementation
Regulation of the EIT Law, the EIT rate of our PRC subsidiaries is 25%, while our Company and
certain of our PRC subsidiaries are qualified as high and new technology enterprises and were
entitled to a preferential EIT rate of 15%. See Note 10 of the Accountants’ Report in Appendix I
to this Prospectus.
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material dispute with any tax authority.
(Loss)/profit for the Period
As a result of the foregoing, during the Track Record Period, our loss for the period amounted
to RMB83.4 million in 2022 and RMB15.6 million in the nine months ended September 30, 2025,
whereas we recorded profit of RMB1.9 million, RMB17.9 million and RMB9.0 million in 2023,
2024 and the nine months ended September 30, 2024, respectively.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Nine months ended September 30, 2025 Compared with Nine months ended September 30,
2024
Revenue
Our revenue increased by 36.2% from RMB206.2 million in the nine months ended September
30, 2024 to RMB280.9 million in the nine months ended September 30, 2025, primarily due to an
increase in revenue generated from sale of products.
Our revenue from cobots increased by 31.3% from RMB158.1 million in the nine months
ended September 30, 2024 to RMB207.6 million in the nine months ended September 30, 2025,
primarily due to (i) a significant increase in the sales volume of our S Series cobots, in particular,
our S20 cobots, which was launched in 2023 and had been increasingly well-accepted by the
market; and (ii) a significant increase in the sales volume of other cobots, primarily driven by the
market recognition of our high-quality, reliable E Series cobots.
Our revenue from our core motion components increased by 56.6% from RMB46.3 million in
the nine months ended September 30, 2024 to RMB72.5 million in the nine months ended
September 30, 2025, primarily due to (i) an increased sales volume of high precision platform,
mainly due to an increased demand of customers in China; and (ii) an increased sales volume of
joint module products, particularly to a major customer in Europe, as a result of their increased
demand.
FINANCIAL INFORMATION
– 247 –


--- page 258 ---
Cost of Sales
Our cost of sales increased by 28.0% from RMB137.0 million in the nine months ended
September 30, 2024 to RMB175.3 million in the nine months ended September 30, 2025, which is
in line with our revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased by 52.5% from RMB69.2 million in the nine months ended
September 30, 2024 to RMB105.6 million in the nine months ended September 30, 2025. Our gross
profit margin increased from 33.6% in the nine months ended September 30, 2024 to 37.6% in the
nine months ended September 30, 2025.
The gross profit from our cobots (before write-down of inventories) increased by 41.1% from
RMB56.2 million in the nine months ended September 30, 2024 to RMB79.3 million in the nine
months ended September 30, 2025. The gross profit margin of our cobots (before write-down of
inventories) increased from 35.6% in the nine months ended September 30, 2024 to 38.2% in the
nine months ended September 30, 2025. In particular, the gross profit margin of our E Series cobots
(before write-down of inventories) increased from 35.4% in the nine months ended September 30,
2024 to 37.9% in the nine months ended September 30, 2025 primarily as the cost of raw materials
and production as a proportion of our revenue decreased, as a result of our further improved
economies of scale and production efficiency. The gross profit margin of our S Series cobots (before
write-down of inventories) decreased from 41.4% to 36.9%, primarily due to increased sales of S
Series cobots to a domestic customer for their deployment in consumer scenarios, where
performance and payload requirements are relatively low. Compared to higher-payload S Series
cobots, the products we provided to this customer required less torque, enabling the use of
lower-cost motors, reducers and other components. The relatively lower technical barrier of these
products resulted in limited premium pricing, and therefore the lower the gross profit margin of our
S Series cobots (before write-down of inventories). We aim to further enhance the gross margin of
our S Series cobots by selling more to overseas customers and capitalizing on the increasing market
recognition of our S Series cobots.
The gross profit from our core motion components (before write-down of inventories)
increased by 67.0% from RMB17.6 million in the nine months ended September 30, 2024 to
RMB29.4 million in the nine months ended September 30, 2025. The gross profit from our core
motion components (before write-down of inventories) increased from 38.1% in the nine months
ended September 30, 2024 to 40.5% in the nine months ended September 30, 2025, primarily due
to an increase in the revenue from precision motion platforms and joint module products which
achieved higher gross profit margin due to greater economies of scales.
Other Income and gains
Our other income and gains decreased by 21.8% from RMB12.9 million in the nine months
ended September 30, 2024 to RMB10.1 million in the nine months ended September 30, 2025,
primarily due to a decrease in government grants we received in the nine months ended September
30, 2025 compared to the same period in 2024, primarily as a result of our strategic decision to
withdraw from a government-subsidized R&D project, the amount of which were deducted from the
total amount of government grants received in the nine months ended September 30, 2025.
Following the relocation of our headquarters from Shenzhen to Foshan, Guangdong Province, we
decided not to participate in the R&D project subsidized by the relevant Shenzhen authorities. The
requirement for reporting to and supervision by these authorities was no longer commercially
reasonable in light of our new location. Such a decrease was partially offset by an increase in
foreign exchange rates, as the EUR/RMB exchange rate were more favorable in the nine months
ended September 30, 2025 than in the same period in 2024.
FINANCIAL INFORMATION
– 248 –


--- page 259 ---
Selling and Distribution Expenses
Our selling and distribution expenses increased by 30.4% from RMB30.1 million in the nine
months ended September 30, 2024 to RMB39.3 million in the nine months ended September 30,
2025, primarily due to an increase in employee compensation in line with our revenue growth.
Administrative Expenses
Our administrative expenses increased by 352.6% from RMB9.7 million in the nine months
ended September 30, 2024 to RMB43.7 million in the nine months ended September 30, 2025,
primarily due to (i) an increase in share-based payment; and (ii) an increase in listing expenses
incurred in connection with the Global Offering and the Listing.
Research and Development Expenses
Our research and development expenses increased by 50.4% from RMB33.9 million in the
nine months ended September 30, 2024 to RMB51.0 million in the nine months ended September
30, 2025, primarily due to (i) an increase in employee compensation, and (ii) an increase in material
expenses, in line with our revenue growth. Such an increase was also because we recorded
share-based payment in the nine months ended September 30, 2025.
Income Tax Credit
We had income tax credit of RMB1.6 million and RMB3.6 million in the nine months ended
September 30, 2024 and 2025. See Note 10 of the Accountants’ Report in Appendix I to this
Prospectus.
Profit/Loss for the Period
As a result of the foregoing, we had a profit for the period of RMB9.0 million in the nine
months ended September 30, 2024 and a loss for the period of RMB15.6 million in the nine months
ended September 30, 2025.
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our revenue increased by 77.0% from RMB175.4 million in 2023 to RMB310.4 million in
2024, primarily attributable to an increase in revenue generated from sale of products.
Our revenue from cobots increased by 95.8% from RMB120.3 million in 2023 to RMB235.5
million in 2024, primarily as a result of (i) a significant increase in the sales volume of our E Series
cobots in the overseas markets, especially to major overseas customers in Europe and the Americas;
(ii) the success of new cobots under the S Series, particularly the S30 cobots launched in 2024,
which gained traction shortly after its introduction. The revenue of S30 cobots in 2024 contributed
to more than one third of the total revenue of S Series cobots in the same year; and (iii) an increase
in the sales volume of our S20 cobots, which was launched in 2023 and had been well-accepted by
the market. These increases were largely driven by the further enhanced market recognition of our
high-quality, reliable technologies and products as well as further expanded reach in application
scenarios. It was also in line with the continuously increasing overall global demand for cobots.
Our revenue from our core motion components increased by 35.1% from RMB53.8 million in
2023 to RMB72.7 million in 2024, primarily as a result of an increased sales volume of joint module
products, particularly to a major customer in Europe, in line with the increased sales volume of our
cobots to this customer. The increase in revenue from our core motion components were also
generally driven by the enhanced market recognition of our high-quality, reliable technologies and
products following our consistent investment in product development and customer acquisition.
FINANCIAL INFORMATION
– 249 –


--- page 260 ---
Cost of Sales
Our cost of sales increased by 63.0% from RMB125.2 million in 2023 to RMB204.0 million
in 2024, which is in line with our revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased significantly from RMB50.2 million in 2023 to RMB106.4 million
in 2024. Our gross profit margin increased from 28.6% in 2023 to 34.3% in 2024.
The gross profit from our cobots (before write-down of inventories) increased significantly
from RMB31.0 million in 2023 to RMB82.8 million in 2024. The gross profit margin of our cobots
(before write-down of inventories) increased from 25.8% in 2023 to 35.2% in 2024, primarily
because, as we continued to expand our business, (i) we increased the sales to overseas customers,
including Neura Robotics, among others, which have relatively higher gross margin due to local
market conditions; (ii) we increased the offering of new and premium versions of products with
higher gross margin; (iii) our cost of production as a proportion of our revenue decreased, as a result
of our further improved production efficiency and economies of scale; and (iv) our cost of raw
materials as a proportion of our revenue decreased, as a result of optimized process of raw material
selection and procurement.
Our gross profit from our core motion components (before write-down of inventories)
increased by 53.3% from RMB19.1 million in 2023 to RMB26.6 million in 2024 in line with
revenue growth of relevant products. The gross profit margin of our core motion components
(before write-down of inventories) remained relatively stable at 35.5% in 2023 and 36.6% in 2024.
Other Income and Gains
Our other income and gains decreased by 85.4% from RMB105.6 million in 2023 to RMB15.4
million in 2024, primarily due to (i) one-off gains from disposal of a joint venture in 2023, primarily
as we disposed our equity interest in Neura Robotics in 2023. Considering that both us and Neura
Robotics were at the early stage of development and that Neura Robotics focused on the R&D of
high-tech products that required substantial capital resource, we determined to prioritize the use of
capital resources in our core product development. See “History, Development and Corporate
Structure — Material Acquisitions, Disposals and Mergers;” (ii) one-off gains from disposal of
subsidiaries, primarily as we disposed our equity interest in Shenzhen Niuer Robot in 2023
primarily because, as a cobot company, we adopt a scenario-driven go-to-market strategy, whereas
the disposed subsidiary primarily focused on the R&D of products used in the semiconductor
industry. See “History, Development and Corporate Structure — Material Acquisitions, Disposals
and Mergers;” and (iii) the foreign exchange gains, net, realized in 2023, whereas no net foreign
exchange gains were realized in 2024, primarily because of the fluctuations in foreign exchange
rates. Specifically, some of our sales to overseas customers were denominated in EUR and USD.
The EUR/RMB and USD/RMB exchange rates were more favorable in 2023 compared to 2024,
resulting in net foreign exchange gains in 2023. Such a decrease was partially offset by an increase
in government grants we received in 2024, primarily as we passed two R&D project acceptance tests
in 2024, which led to the recognition of the corresponding government grants as other income.
Selling and Distribution Expenses
Our selling and distribution expenses decreased by 30.6% from RMB60.5 million in 2023 to
RMB41.9 million in 2024, primarily because (i) we recorded share-based payment in 2023; and (ii)
we had a decreased level of business promotion expenses, as we optimized the efficiency of our
selling and marketing efforts (a) by focusing on key customers in certain downstream application
scenarios, and (b) as a result of enhanced market recognition of our technology and products.
FINANCIAL INFORMATION
– 250 –


--- page 261 ---
Administrative Expenses
Our administrative expenses decreased by 72.7% from RMB46.0 million in 2023 to RMB12.5
million in 2024, primarily due to a decrease in share-based payment.
Research and Development Expenses
Our research and development expenses decreased by 44.8% from RMB85.7 million in 2023
to RMB47.3 million in 2024, primarily due to (i) a decrease in employee compensation because we
strategically minimized the R&D of integrated solutions directly facing end users in certain
commercial scenarios to focus on our core product offerings, echoing with our scenario-driven
go-to-market business strategy as a cobot company; and (ii) a decrease in material expenses because
of the same reason discussed above.
Income Tax Credit
Our income tax credit decreased significantly from RMB41.4 million in 2023 to RMB1.2
million in 2024, primarily because we recorded loss for the year in 2023 and achieved profit in
2024.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased significantly from RMB1.9
million in 2023 to RMB17.9 million in 2024.
Y ear Ended December 31, 2023 Compared with Y ear Ended December 31, 2022
Revenue
Our revenue increased by 60.2% from RMB109.4 million in 2022 to RMB175.4 million in
2023, primarily attributable to an increase in revenue generated from sale of products.
Our revenue from our cobots increased by 84.6% from RMB65.1 million in 2022 to
RMB120.3 million in 2023, primarily as a result of (i) an increase in the sales volume of our E
Series cobots in the overseas markets, especially to a major overseas customer in Europe; (ii) the
success of new cobots in the S Series, particularly the S20 cobot launched in 2023, which gained
traction shortly after its introduction; and (iii) an increase in sales volume of certain cobots in the
E Series. These increases were largely driven by the enhanced recognition of our technologies and
products as well as increased overall market demand for cobots.
Our revenue from our core motion components increased by 22.8% from RMB43.8 million in
2022 to RMB53.8 million in 2023, primarily as a result of the increased sales volume of our
precision motion platforms as we transitioned from the validation stage to mass production for key
customers of this product.
Cost of Sales
Our cost of sales increased by 32.5% from RMB94.4 million in 2022 to RMB125.2 million in
2023, which is in line with our revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased significantly from RMB15.0 million in 2022 to RMB50.2 million
in 2023. Our gross profit margin increased from 13.7% in 2022 to 28.6% in 2023.
FINANCIAL INFORMATION
– 251 –


--- page 262 ---
The gross profit from our cobots (before write-down of inventories) increased by 90.2% from
RMB16.3 million in 2022 to RMB31.0 million in 2023 in line with the revenue growth of relevant
products. The gross profit margin of our cobots (before write-down of inventories) remained
relatively stable at 25.1% in 2022 and 25.8% in 2023.
Our gross profit from our core motion components (before write-down of inventories)
increased by 53.3% from RMB12.5 million in 2022 to RMB19.1 million in 2023. The gross profit
margin of our core motion components (before write-down of inventories) increased from 28.5% in
2022 to 35.5% in 2023 primarily as a result of (i) an increase in the sales volume as well as gross
profit margin of our servo drives, primarily due to the relatively higher cost of raw materials in
2022; and (ii) an increase in the gross profit of our precision motion platforms, primarily due to a
decreased cost of production as a proportion of revenue, as a result of our further improved
production efficiency and economies of scale.
Other Income and Gains
Our other income and gains increased significantly from RMB13.5 million in 2022 to
RMB105.6 million in 2023, primarily due to (i) one-off gains from disposal of subsidiaries in 2023,
primarily because we disposed our equity interest in Shenzhen Niuer Robotics in 2023; (ii) one-off
gains from disposal of a joint venture in 2023, primarily because we disposed our equity interest
in Neura Robotics in 2023. See “— Y ear Ended December 31, 2024 Compared with Y ear Ended
December 31, 2023 — Other Income and Gains;” and (iii) an increase in government grants,
primarily as a result of the government subsidies we received in 2023 to support and encourage our
R&D projects.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 89.2% from RMB31.9 million in 2022 to
RMB60.5 million in 2023, primarily because (i) we recorded a higher level of share-based payment
in 2023, and (ii) our employee compensation increased as the level of sales and marketing activities
increased in line with our revenue growth.
Administrative Expenses
Our administrative expenses increased significantly from RMB21.7 million in 2022 to
RMB46.0 million in 2023, primarily due to the higher level of share-based payment in 2023.
Research and Development Expenses
Our research and development expenses increased by 54.5% from RMB55.4 million in 2022
to RMB85.7 million in 2023, primarily due to (i) an increase in share-based payment from RMB4.2
million in 2022 to RMB24.4 million in 2023, and (ii) an increase in the compensation for R&D
related employees in line with our business growth. In particular, we increased our investment in
the R&D of cobots designed for heavy payload applications, the control systems and precision
motion platforms to further upgrade our product portfolio and improve our competitiveness.
Income Tax Credit
Our income tax credit increased significantly from RMB1.5 million in 2022 to RMB41.4
million in 2023, primarily because of the RMB40.6 million of recognised for tax losses in previous
periods. See Note 10 of the Accountants’ Report in Appendix I to this Prospectus.
(Loss)/profit for the Y ear
As a result of the foregoing, our loss for the year was RMB83.4 million in 2022. We made a
profit of RMB1.9 million in 2023.
FINANCIAL INFORMATION
– 252 –


--- page 263 ---
DISCUSSION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth selected information from our summary consolidated balance
sheet as of the dates indicated, which has been extracted from our audited consolidated financial
statements included in Appendix I to this Prospectus:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118460,362 517,121 485,691 485,009
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H111831,057 67,094 130,872 195,222
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,419 584,215 616,563 680,231
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H111879,410 100,571 117,552 138,884
Total non-current liabilities /H1118/H1118/H11187,016 5,579 2,752 13,254
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,426 106,150 120,304 152,138
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,993 478,065 496,259 528,093
For details on the accounting treatment of redemption rights and liquidation preference rights
of pre-IPO investments, see Note 31 to the Accountants’ Report set out in Appendix I to this
prospectus.
Non-Current Assets and Liabilities
The following table sets forth our non-current assets and liabilities as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipment 14,419 12,605 14,332 16,882
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,524 6,287 4,206 16,179
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H11182,575 1,866 1,452 2,252
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,464 45,906 47,066 50,666
Prepayments, deposits and
other receivables –
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,075 430 1,964 2,123
Time deposits with original
maturity of over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61,852 107,120
Total non-current assets /H1118/H1118/H1118/H111831,057 67,094 130,872 195,222
Non-current liabilities
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118421 168 427 199
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,595 5,411 2,325 13,055
Total non-current liabilities /H1118 7,016 5,579 2,752 13,254
FINANCIAL INFORMATION
– 253 –


--- page 264 ---
Property, Plant and Equipment
Our property, plant and equipment consisted of (i) machinery and equipment, (ii) furniture and
fixtures, (iii) motor vehicles, (iv) electronic equipment and (v) leasehold improvements. Our
property, plant and equipment decreased by 12.6% from RMB14.4 million as of December 31, 2022
to RMB12.6 million as of December 31, 2023, primarily due to a decrease in leasehold
improvement attributable to depreciation, partially offset by an increase in machinery and
equipment, primarily attributable to additions of production equipment such as laser interferometer.
Our property, plant and equipment subsequently increased by 13.7% to RMB14.3 million as of
December 31, 2024, primarily due to an increase in machinery and equipment, primarily attributable
to additions of production equipment such as laser interferometer. Our property, plant and
equipment increased by 17.8% from RMB14.3 million as of December 31, 2024 to RMB16.9
million as of September 30, 2025, primarily due to (i) an increase in leasehold improvement
primarily attributable to the refurbishing of our leased office spaces in Shenzhen, Guangdong
Province and the production facilities in Foshan, Guangdong Province; and (ii) an increase in
machinery and equipment, primarily attributable to additions of production equipment.
Right-of-Use Assets
Our right-of-use assets consisted of leased properties. Our right-of-use assets decreased by
26.2% from RMB8.5 million as of December 31, 2022 to RMB6.3 million as of December 31, 2023,
and further decreased by 33.1% to RMB4.2 million as of December 31, 2024, primarily due to
depreciation of leased properties. Our right-of-use assets increased by 284.7% from RMB4.2
million as of December 31, 2024 to RMB16.2 million as of September 30, 2025, primarily due to
newly leased space for R&D activities in Shenzhen, Guangdong Province and our newly leased
production facilities in Foshan, Guangdong Province.
Deferred Tax Assets
Our deferred tax assets arose from our accumulated losses. Our deferred tax assets increased
significantly from RMB4.5 million as of December 31, 2022 to RMB45.9 million as of December
31, 2023, subsequently remained relatively stable at RMB47.1 million as of December 31, 2024 and
RMB50.7 million as of September 30, 2025, primarily due to the deductible accumulated losses we
had as of December 31, 2023 and 2024 and September 30, 2025, respectively. See Income Tax in
Note 2.3 and Note 19 of the Accountants’ Report in Appendix I to this Prospectus.
Net Current Assets
The following table sets forth our current assets and liabilities as of the dates indicated:
As of December 31,
As of
September 30,
As of
January 31,
2022 2023 2024 2025 2026
(RMB in thousands)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,994 110,716 127,978 140,374 113,118
Trade and bills receivables 47,959 69,692 111,646 134,565 156,268
Prepayments, deposits and
other receivables /H1118/H1118/H1118/H1118/H1118/H1118134,276 73,176 38,506 23,328 29,442
Financial assets at fair
value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,552 75,261 31,047 42,607 106,596
FINANCIAL INFORMATION
– 254 –


--- page 265 ---
As of December 31,
As of
September 30,
As of
January 31,
2022 2023 2024 2025 2026
(RMB in thousands)
Financial assets at fair
value through other
comprehensive income /H1118/H11183,782 776 1,334 3,834 799
Time deposits with original
maturity of over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 80,024 54,624 39,114 32,219
Restricted bank deposits /H1118/H1118 – – 36 36 –
Cash and cash equivalents /H1118 36,328 107,476 120,520 101,151 47,854
Total current assets /H1118/H1118/H1118/H1118/H1118460,362 517,121 485,691 485,009 486,296
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,375 48,973 70,803 92,114 73,706
Other payables and accruals 33,729 38,116 36,640 37,577 46,346
Interest-bearing bank loans 10,000 – – – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,684 2,068 2,121 3,525 4,428
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,016 10,646 6,894 4,383 4,428
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118606 768 1,094 1,285 1,040
Total current liabilities /H1118/H111879,410 100,571 117,552 138,884 129,948
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118380,952 416,550 368,139 346,125 356,348
Our net current assets remained relatively stable at RMB346.1 million as of September 30,
2025 and RMB356.3 million as of January 31, 2026.
Our net current assets remained relatively stable at RMB368.1 million as of December 31,
2024 and RMB346.1 million as of September 30, 2025.
Our net current assets decreased by 11.6% from RMB416.6 million as of December 31, 2023
to RMB368.1 million as of December 31, 2024, primarily due to (i) a decrease in financial assets
at fair value through profit or loss of RMB44.2 million; (ii) a decrease in prepayments, deposits and
other receivables of RMB34.7 million; (iii) a decrease in time deposits with original maturity of
over three months (current) of RMB25.4 million; and (iv) an increase in trade payables of RMB21.8
million, partially offset by (i) an increase in trade and bills receivables of RMB42.0 million; (ii) an
increase in inventories of RMB17.3 million; and (iii) an increase in cash and cash equivalents of
RMB13.0 million.
Our net current assets increased by 9.3% from RMB381.0 million as of December 31, 2022
to RMB416.6 million as of December 31, 2023, primarily due to (i) an increase in cash and cash
equivalents of RMB71.1 million; (ii) an increase in time deposits with original maturity of over
three months (current) of RMB49.6 million; (iii) an increase in inventories of RMB22.7 million;
and (iv) an increase in trade and bills receivables of RMB21.7 million, partially offset by (i) a
decrease in prepayments, deposits and other receivables of RMB61.1 million; (ii) a decrease in
financial assets at fair value through profit or loss of RMB44.3 million; and (iii) an increase in trade
payables of RMB23.6 million.
FINANCIAL INFORMATION
– 255 –


--- page 266 ---
Inventories
Our inventories primarily consisted of raw materials, work in process, finished goods and
goods in transit. The following table sets out a breakdown of our inventories as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,892 41,686 52,192 50,114
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,688 48,520 58,937 68,428
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,715 16,036 13,716 16,665
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,699 4,474 3,133 5,167
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,994 110,716 127,978 140,374
Our inventories increased by 25.8% from RMB88.0 million as of December 31, 2022 to
RMB110.7 million as of December 31, 2023, further increased by 15.6% to RMB128.0 million as
of December 31, 2024 and further increased by 9.7% to RMB140.4 million as of September 30,
2025, as our sales volume increased, which is in line with our revenue growth.
Our management periodically reviews our inventory levels for slow-moving inventory,
obsolescence or decline in market value. Allowance is made when the net realizable value of
inventories falls below the cost or any of the inventories is identified as obsolete. We assess the net
realizable value of the inventories as well as the required amount of write-down of inventories at
the end of each reporting period, which involves significant judgment on determination of the
estimated selling price of our products in the ordinary course of business, less estimated costs of
completion and selling expenses. These estimates are based on our current market condition,
contract price of products if they are held for particular contracts and the historical experience of
distributing and selling products of similar nature. In 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, we had inventory write-down of RMB14.1 million, RMB0.6 million,
RMB4.3 million RMB5.7 million and RMB3.5 million, respectively. We had a relatively higher
level of inventory write-down in 2022, primarily due to write-down of inventories related to cobots
developed for specific tasks and application scenarios, such as moxibustion physiotherapy. We
initially prepared the raw materials, created work-in-progress and manufactured these specialized
cobots based on our belief in high market demand. However, as market sentiment proved weaker
than expected and as we became increasingly more focused on developing standardized cobots
which are adaptable in various application scenarios, we decided to write down inventories, mainly
raw materials, and write off inventories, primarily work-in-progress and finished goods related to
the moxibustion physiotherapy cobots. These decisions were based on our management’s estimates
during our periodic inventory review at the end of 2022. Our management believes that sufficient
provision has been made at the end of each of the reporting periods.
The table below sets forth the breakdown of the gross value of our inventories and inventory
write-down as of the dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
Gross
Value
Inventories
write-down Net Value
Gross
Value
Inventories
write-down Net Value
Gross
Value
Inventories
write-down Net Value
Gross
Value
Inventories
write-down Net Value
RMB’000
Raw materials /H1118/H1118/H1118/H111842,320 7,428 34,892 48,656 6,970 41,686 61,570 9,378 52,192 57,237 7,123 50,114
Work in process /H1118/H1118/H111848,363 13,675 34,688 54,430 5,910 48,520 65,674 6,737 58,937 75,964 7,536 68,428
Finished goods /H1118/H1118/H1118/H111815,197 3,482 11,715 20,696 4,660 16,036 19,145 5,429 13,716 20,679 4,014 16,665
Goods in transit /H1118/H1118/H1118 6,699 – 6,699 4,474 – 4,474 3,133 – 3,133 5,167 – 5,167
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118112,579 24,585 87,994 128,256 17,540 110,716 149,522 21,544 127,978 159,047 18,673 140,374
FINANCIAL INFORMATION
– 256 –


--- page 267 ---
The following table sets forth the aged analysis of our inventory as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,730 104,200 111,033 128,380
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,587 21,691 22,927 15,926
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118310 1,734 14,244 10,401
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118952 631 1,318 4,340
112,579 128,256 149,522 159,047
The following table sets forth our inventory turnover days for the periods indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118/H1118276.1 289.8 213.5 206.6
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of inventories
for a period divided by cost of sales for the relevant period and multiplied by 365/270 days.
Our inventory turnover days were 276.1, 289.8, 213.5 and 206.6 in 2022, 2023, 2024 and the
nine months ended September 30, 2025, respectively. We had relatively long inventory turnover
days during the Track Record Period, primarily due to the following reasons. (i) To ensure the
continuity of our business operations and the advancement of R&D, we strategically increased our
inventory level for key raw materials such as certain electronics and electrical components that
typically require a lead time of six to 12 months to fulfill our annual production and R&D needs.
(ii) The strong market recognition in our technology has opened the door for customer orders that
require a high level of customization. This extensive customization requires unique and
irreplaceable product structure and production process, resulting in a wide spectrum of specialized
inventory that cannot be reduced through cross-order allocations. (iii) The increased demand for
technology upgrades and heightened market competition led to the delay in the execution of certain
sales orders, returns of trial products and the recovery of display machines by the our marketing
team, resulting in the slow turnover of relevant work-in-progress and finished products. According
to Frost & Sullivan, our inventory turnover days are in line with the industry norm.
These factors led to the increase in the proportion of inventories with an age of more than one
year to the gross inventory balance increased from 7.0% as of December 31, 2022 to 19.3% as of
September 30, 2025. Despite such increase, our management monitored our inventories carefully
and kept the long-aged inventory in a relatively low level. The proportion of inventories with an age
of more than three years was less than 3.0%, which generally aligns with our management’s
expectations. Despite the increasing proportion of inventories with an age of more than one year to
the gross inventory balance and the overall relatively long inventory turnover days, our inventory
turnover days generally decreased from 276.1 days in 2022 to 213.5 days in 2024 along with our
improving inventory management measures. Our inventory turnover days subsequently remained
relatively stable at 206.6 days in the nine months ended September 30, 2025.
FINANCIAL INFORMATION
– 257 –


--- page 268 ---
To further improve inventory turnover and reduce the future occurrences of a significant
write-down of inventories, we have implemented the following inventory management measures. (i)
We launched a MRP system to improve our material planning and management processes, classified
our inventories by category and importance to apply tailored control strategies for each category,
prioritized the consumption of long-aging inventories and engaged in timely clearance of raw
materials and discounted sales initiatives. (ii) We optimized our R&D process to more efficiently
utilize inventories. (iii) We adopted a make-to-order production model to reduce the stockpiling of
inventories for an extended period of time. As we continue to scale up our business operations and
sales orders, we will continue to improve our inventory management. (iv) For sales forecasts, we
implement precise sales forecasting with a monthly rolling forecast and review system to control
forecast deviation and reduce inventory build-up caused by inaccurate predictions.
As of January 31, 2026, RMB93.9 million, or 66.9% of our inventories as of September 30,
2025, had been subsequently consumed or sold. We believe that there is no impairment issue for
inventories because (i) our management monitors our inventories carefully and sets aside provisions
for inventories proactively, factoring in long-term inventory consumption patterns, including any
slower subsequent consumption, and current market values of our inventories which are higher than
their costs, fully covering any risks; (ii) the long-aged inventory are in a relatively low level; and
(iii) we have implemented more inventory management measures to further improve inventory
turnover and reduce the future occurrences of a significant write-down of inventories as discussed
above.
Trade and Bills Receivables
Our trade and bills receivables primarily refer to trade receivables from third parties and
related parties, less impairment and bills receivables. The following table sets forth a breakdown of
our trade and bills receivables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Trade receivables
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,819 52,061 101,039 97,984
– Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,011 18,861 8,881 29,620
Less: impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,967 2,044 1,787 2,411
Trade receivables, net /H1118/H1118/H1118/H1118/H111846,863 68,878 108,133 125,193
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,096 814 3,513 9,372
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,959 69,692 111,646 134,565
We generally grant our customers a credit term of 90 days upon goods receipt and inspection.
We sometimes allow customers with good credit history, particularly key customers with relatively
large purchase volume, to settle payments beyond the credit terms originally prescribed in their
contracts. According to Frost & Sullivan, this practice is in line with industry norm. Our trade and
bills receivables increased from RMB48.0 million as of December 31, 2022 to RMB69.7 million as
of December 31, 2023, further increased significantly to RMB111.6 million as of December 31,
2024 and further increased to RMB134.6 million as of September 30, 2025, in line with our revenue
growth.
FINANCIAL INFORMATION
– 258 –


--- page 269 ---
The following table sets forth the aged analysis of our trade receivables, net of impairment of
trade receivables, as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,159 55,272 97,410 119,176
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,630 10,966 5,000 5,746
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074 2,640 5,723 271
46,863 68,878 108,133 125,193
The following table sets forth our trade and bills receivables turnover days for the periods
indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade and bills receivables
turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128.7 122.4 106.6 118.3
Note:
(1) Trade and bills receivables turnover days are calculated using the average of opening balance and closing
balance of trade receivables (excluding provision for impairment) for a period divided by revenue for the
relevant period and multiplied by 365/270 days.
Our trade and bills receivables turnover days decreased from 128.7 days in 2022 to 122.4 days
in 2023, and further decreased to 106.6 days in 2024, primarily because we consistently adhered to
and reinforced our credit policy and payment collection rules. Our trade and bills receivables
turnover days subsequently remained relatively stable at 118.3 days in the nine months ended
September 30, 2025.
As of January 31, 2026, RMB68.6 million, or 50.1% of our trade and bills receivables as of
September 30, 2025, had been subsequently settled. We believe there is no recoverability issue for
trade receivables, and sufficient provision has been made despite lower subsequent settlement, for
the following reasons. (i) Our expected credit loss model fully incorporates key risk factors,
including aging, customer creditworthiness, and macroeconomic conditions. After careful
evaluation, we believe that the existing provision is adequate and reasonable, requiring no
additional significant allowance in this reporting period. (ii) While no material risk currently exists,
we prioritize receivables management and have taken proactive steps. For example, our finance and
sales teams have initiated targeted collection procedures, maintaining close communication with
customers to ensure planned recovery; we pay close attention and monitor receivables that have
been overdue beyond normal credit terms.
FINANCIAL INFORMATION
– 259 –


--- page 270 ---
Prepayments, Deposits and Other Receivables
Our prepayments, deposits and other receivables primarily consisted of (i) value-added tax
recoverable, (ii) prepayments for our procurements and (iii) amounts due from Neura Robotics,
mainly representing the balance of borrowings to be repaid by the then-associate of our Company.
See “— Related Party Transactions.” The following table sets out a breakdown of our prepayments,
deposits and other receivables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Current:
V alue-added tax recoverable /H1118/H1118 14,336 13,162 4,813 7,029
Deferred listing expenses /H1118/H1118/H1118/H1118 – – – 3,285
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118889 1,768 2,636 1,859
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,258 27,222 3,833 8,049
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701 4,209 977 –
Amounts due from Neura
Robotics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,017 19,476 18,822 –
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426 129 139 655
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,938 7,720 8,053 2,480
Less: impairment of other
receivables and deposit /H1118/H1118/H1118/H1118289 510 767 29
134,276 73,176 38,506 23,328
Non-Current:
Prepayments for property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,075 430 1,964 2,123
1,075 430 1,964 2,123
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135,351 73,606 40,470 25,451
Our total prepayments, deposits and other receivables (including current and non-current
portions) decreased from RMB135.4 million as of December 31, 2022 to RMB73.6 million as of
December 31, 2023, primarily due to a decrease in amounts due from Neura Robotics as a result of
repayment of loans arising from daily operations made to the then-associate of our Company.
Our prepayments, deposits and other receivables decreased from RMB73.6 million as of
December 31, 2023, to RMB40.5 million as of December 31, 2024, primarily due to a decrease in
prepayments as a result of improved contract terms with our suppliers and less prepayments
required. We adopt a strict policy on prepayment management and aim to maintain a relatively low
level of prepayments as a percentage of our total purchase amount. Our prepayments, deposits and
other receivables further decreased from RMB40.5 million as of December 31, 2024 to RMB25.5
million as of September 30, 2025, primarily due to a decrease in amounts due from Neura Robotics,
primarily as a result of the repayment of the borrowings by Neura Robotics.
As of January 31, 2026, RMB9.1 million, or 81.2% of our prepayments, deposits and other
receivables as of September 30, 2025, had been subsequently settled.
FINANCIAL INFORMATION
– 260 –


--- page 271 ---
Financial Assets at Fair Value Through Profit or Loss
Our financial assets at fair value through profit or loss primarily consisted of bank wealth
management products for the purpose of asset management. Our financial assets at fair value
through profit or loss decreased by 37.0% from RMB119.6 million as of December 31, 2022 to
RMB75.3 million as of December 31, 2023, and further decreased by 58.7% to RMB31.0 million
as of December 31, 2024, primarily due to changes in the product portfolio of asset management
products we purchased. We purchased an increasingly larger amount of time deposit products
throughout the Track Record Period and reduced our holding of financial assets at fair value through
profit or loss for the reason discussed above. Our financial assets at fair value through profit or loss
further increased by 37.2% from RMB31.0 million as of December 31, 2024 to RMB42.6 million
as of September 30, 2025, primarily because (i) we newly purchased financial assets at fair value
through profit or loss with our idle cash; and (ii) the fair value of our financial assets increased in
the nine months ended September 30, 2025.
Under our investment policy on the purchase of such financial assets, we employ a
comprehensive set of internal policies and guidelines to manage our investments in order to monitor
the investment risks associated with our portfolio of financial assets. According to our internal
capital management policy, payments for investment operations shall be processed following the
approval of the director of our finance department. It is strictly prohibited to invest in high-risk
ventures such as stocks or futures without following the prescribed procedures. Furthermore, under
our investment policy, we monitor the levels of idle cash and bank balances and use idle cash to
increase our returns based on our working capital requirements at the relevant time. Under our
internal control policies, our Board sets the general guidance for the purchase of financial assets
annually. The director of our finance department is responsible for making decisions to purchase
financial assets as outlined in the guidance. The director of our finance department is also
responsible for managing and monitoring the risks associated with our portfolio of financial assets.
We also periodically evaluate the fair value of our financial assets. This assessment includes
measuring fair value, assessing profitability and considering risk conditions related to our
investments. If any issues or problems are identified during the evaluation, they should be promptly
reported to our board of Directors along with details of the corrective actions taken. Our
management, including our finance department, has extensive experience in managing the financial
aspects of our operations.
Our investment strategy related to such products focuses on minimizing financial risks,
including market, credit and liquidity risk, while generating desirable investment returns. Our
investment horizon for each short-term financial asset we purchase is typically within three months.
After Listing, our investments in financial products will be subject to compliance with Chapter 14
of the Listing Rules.
Time Deposits with Original Maturity of Over Three Months
Our time deposits with original maturity of over three months primarily represent the value
of time deposits products we purchase for the purpose of asset management. The following table
sets out a breakdown of our time deposits with original maturity of over three months primarily,
including current and non-current portions, as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 80,024 54,624 39,114
Non-Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61,852 107,120
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 80,024 116,476 146,234
FINANCIAL INFORMATION
– 261 –


--- page 272 ---
Our total time deposits with original maturity of over three months (including current and
non-current portions) increased from RMB30.5 million as of December 31, 2022 to RMB80.0
million as of December 31, 2023, further increased to RMB116.5 million as of December 31, 2024,
and further increased to RMB146.2 million as of September 30, 2025, primarily due to changes in
the product portfolio of asset management products we purchased. In general, we purchased an
increasingly large amount of time deposit products throughout the Track Record Period and
prioritized the purchase of time deposit products to the purchase of financial assets at fair value
through profit or loss, because the former allows for more stable gains with lower level of risks.
Trade Payables
Our trade payables primarily consisted of the amount of trade and bills payables to our
suppliers. Our trade payables increased by 93.0% from RMB25.4 million as of December 31, 2022
to RMB49.0 million as of December 31, 2023, further increased by 44.6% to RMB70.8 million as
of December 31, 2024 and further increased by 30.1% to RMB92.1 million as of September 30,
2025, along with our increased sales order and therefore increased level of procurement, which is
in line with our revenue growth.
The following table sets forth the aged analysis of our trade payables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,510 45,925 67,489 89,861
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 3,048 3,314 2,253
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,375 48,973 70,803 92,114
Our trade payables are non-interest-bearing and normally settled within one to three months
upon goods receipt and inspection. Our average turnover days of trade payables were longer than
the credit period offered by our suppliers primarily because we had stable and amicable business
relationships with suppliers and a good credit history in the ordinary course of business. As a result,
we are allowed to settle our payments with suppliers beyond the credit terms originally prescribed
in the relevant contracts. The following table sets forth our trade payables turnover days for the
Track Record Period:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114.8 108.4 107.1 125.4
Note:
(1) Trade payables turnover days are calculated using the average of opening balance and closing balance of trade
payables for a period divided by cost of sales used for the relevant period and multiplied by 365/270 days.
FINANCIAL INFORMATION
– 262 –


--- page 273 ---
Our trade payables turnover days remained relatively stable at 114.8 days in 2022, 108.4 days
in 2023 and 107.1 days in 2024. Our trade payables turnover days further increased from 107.1 days
in 2024 to 125.4 days in the nine months ended September 30, 2025, primarily due to (i) a larger
share of procurement that allowed for credit periods instead of requiring prepayments; and (ii) our
proactive cash flow management, which involved obtaining longer settlement periods with our
suppliers.
As of January 31, 2026, RMB58.5 million, or 63.5% of our trade payables as of September
30, 2025, had been subsequently settled.
Other Payables and Accruals
Our other payables and accruals primarily consisted of (i) payroll payable, which primarily
represent the balance of accrued employee compensation as of the dates indicated, (ii) other tax
payables, (iii) refund liabilities, which primarily represent our estimated return funds to customers
for products that may be returned or refunded based on historical product returns and (iv) other
payables, which primarily represent payables for equipment, refunds of government subsidies,
reimbursement expenses and utilities expenses. See Note 26 of the Accountants’ Report in Appendix
I to this Prospectus. Our other payables and accruals increased by 13.0% from RMB33.7 million as
of December 31, 2022 to RMB38.1 million as of December 31, 2023, primarily because of (i) an
increase in payroll payable, mainly representing bonus compensation to employees, which was in
line with the growth of our revenue; and (ii) an increase in refund liabilities in line with our revenue
growth. Our other payables and accruals remained relatively stable at RMB38.1 million as of
December 31, 2023 and RMB36.6 million as of December 31, 2024, primarily due to a decrease in
other payables, mainly the payables for equipment, partially offset by an increase in payroll
payable, mainly the bonus compensation to employees, which was in line with our revenue growth.
Our other payables and accruals remained relatively stable at RMB36.6 million as of December 31,
2024 and RMB37.6 million as of September 30, 2025.
As of January 31, 2026, RMB18.2 million, or 71.5% of our other payables and accruals as of
September 30, 2025, had been subsequently settled.
Contract Liabilities
Our contract liabilities primarily represent advances from customers for our sale of goods. Our
contract liabilities increased by 51.7% from RMB7.0 million as of December 31, 2022 to RMB10.6
million as of December 31, 2023, subsequently decreased by 35.2% to RMB6.9 million as of
December 31, 2024 and further decreased by 36.4% to RMB4.4 million as of September 30, 2025,
which was primarily affected by the timing of the payments and product deliveries. Certain of our
customers made prepayments before December 31, 2023 while we delivered the relevant products
after that date. The following table sets out a breakdown of our contract liabilities as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Advances from customers
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,016 10,646 6,894 4,383
Analysed for reporting
purposes as:
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,016 10,646 6,894 4,383
FINANCIAL INFORMATION
– 263 –


--- page 274 ---
As of January 31, 2026, RMB3.8 million, or 86.4% of our contract liabilities as of September
30, 2025, had been subsequently recognized as revenue.
SHARE CAPITAL AND TOTAL EQUITY
Our share capital amounted to nil, nil, nil and RMB90.1 million as of December 31, 2022,
2023, 2024 and September 30, 2025, respectively.
In addition, our total equity amounted to RMB405.0 million, RMB478.1 million, RMB496.3
million and RMB528.1 million as of December 31, 2022, 2023, 2024 and September 30, 2025,
respectively. Our total equity increased by 6.4% from RMB496.3 million as of December 31, 2024
to RMB528.1 million as of September 30, 2025, primarily due to (i) the issue of shares in the nine
months ended September 30, 2025 of RMB23.0 million; and (ii) the equity-settled share award
expense of RMB24.7 million in the nine months ended September 30, 2025. These are partially
offset by our loss for the period of RMB15.6 million in the nine months ended September 30, 2025.
Our total equity increased by 3.8% from RMB478.1 million as of December 31, 2023 to RMB496.3
million as of December 31, 2024, primarily due to our profit for the year for 2024 of RMB17.9
million. Our total equity increased by 18.0% from RMB405.0 million as of December 31, 2022 to
RMB478.1 million as of December 31, 2023, primarily due an equity-settled share award expense
of RMB70.5 million in 2023.
PRE-IPO INVESTMENTS
We have completed series rounds of Pre-IPO Investments. For further details of the identity
and background of the Pre-IPO Investors and the principal terms of the Pre-IPO Investments, please
see “History, Development and Corporate Structure — Pre-IPO Investments” in this Prospectus. For
other details of the Pre-IPO Investments and the special rights, see Note 31 to the Accountants’
Report set out in Appendix I to this prospectus.
There was no exercise of Special Rights granted by our Company before January 1, 2022 and
throughout the Track Record Period.
On April 30, 2025, our Company and the Pre-IPO Investors subsequently entered into
supplemental agreements, agreeing that the redemption rights and liquidation preferences rights
granted by our Company to Pre-IPO investors have been irrevocably terminated and shall be void
ab initio. Taking into account the legal and regulatory framework of our Company’s jurisdiction and
the governing law of the supplemental agreements, our Directors considered that it is appropriate
to present the Pre-IPO Investments as equity throughout the Track Record Period.
Had the Special Rights granted by our Company to the Pre-IPO Investors been accounted for
as financial liabilities measured at present value of the redemption amount prior to entering into the
supplemental agreements in April 2025:
(i) the redemption financial liabilities, total current liabilities, net current liabilities, total
non-current liabilities and net deficits would have been:
As at 31 December,
2022 2023 2024
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118702,157 753,684 811,608
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,679 720,637 929,160
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,317 203,516 443,469
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,904 139,197 2,752
Net deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(297,164) (275,619) (315,349)
FINANCIAL INFORMATION
– 264 –


--- page 275 ---
(ii) the finance costs associated with the redemption financial liabilities, the net losses for the
year/period, basic and dilutive loss per share would have been:
Y ear ended 31 December,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financial costs
associated with the
redemption financial
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,893) 51,527 57,924 43,364 22,211
Total net losses /H1118/H1118/H1118/H1118/H1118(24,473) (49,632) (40,055) (34,327) (37,799)
Basic and dilutive loss
per share (expressed
in RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.06) (0.11) (0.09) (0.08) (0.09)
See Note 31 to the Accountants’ Report set out in Appendix I to this prospectus.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from proceeds from our
business operations, equity holder contributions and bank loans. After the Global Offering, we
intend to finance our future capital requirements through cash generated from our business
operations and the net proceeds from the Global Offering. We do not anticipate any changes to the
availability of financing to fund our operations in the future.
Consolidated Statements of Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash flows (used in)/from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118(153,460) (57,247) 11,917 18,512 (18,313)
Net cash flows from investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,858 140,522 3,467 (40,672) (18,805)
Net cash flows from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H11189,858 (12,149) (3,247) (2,678) 17,444
Net increase in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111820,256 71,126 12,137 (24,838) (19,674)
Cash and cash equivalents at
beginning of year/period /H1118/H1118/H111816,381 36,328 107,476 107,476 120,520
Cash and cash equivalents
at end of year /period /H1118/H1118/H1118/H111836,328 107,476 120,520 81,377 101,151
FINANCIAL INFORMATION
– 265 –


--- page 276 ---
Net Cash (Used in)/From Operating Activities
In the nine months ended September 30, 2025, we had net cash flows used in operating
activities of RMB18.3 million, which represents our loss before tax of RMB19.2 million, as
adjusted by (i) non-cash and non-operating items, primarily comprising of equity-settled share-
based payments of RMB24.7 million; and (ii) movements in working capital, primarily comprising
an increase in trade and bills receivables of RMB49.1 million, partially offset by an increase in
inventories of RMB17.2 million and an increase in trade and bills payables of RMB42.2 million.
In 2024, we had net cash flows from operating activities of RMB11.9 million, which represent
our profit before tax of RMB16.7 million, as adjusted by (i) non-cash and non-operating items,
primarily comprising of investment income from time deposits of RMB3.4 million; and (ii)
movements in working capital, primarily comprising an increase in trade and bills receivables of
RMB66.4 million and an increase in inventories of RMB21.5 million, partially offset by an increase
in trade and bills payables of RMB48.3 million and a decrease in prepayments, deposits and other
receivables of RMB32.6 million.
In 2023, we had net cash flows used in operating activities of RMB57.2 million, which
represent our loss before tax of RMB39.5 million, as adjusted by (i) non-cash and non-operating
items, primarily comprising gain on disposal of a joint venture of RMB78.6 million and gain on
disposal of a subsidiary of RMB12.8 million, partially offset by equity-settled share-based
payments of RMB69.6 million; and (ii) movements in working capital, primarily comprising an
increase in trade and bills receivables of RMB29.4 million, and an increase in inventories of
RMB26.4 million, partially offset by an increase in trade and bills payables of RMB40.3 million.
In 2022, we had net cash flows used in operating activities of RMB153.5 million, which
represent our loss before tax of RMB84.9 million, as adjusted by (i) non-cash and non-operating
items, primarily comprising investment income from wealth management products and structured
deposits of RMB3.8 million, partially offset by equity-settled share-based payments of RMB12.8
million; and adjusted by (ii) movements in working capital, primarily comprising an increase in
inventories of RMB47.2 million, an increase in prepayments, deposits and other receivables of
RMB35.3 million and an increase in trade and bills receivables of RMB23.2 million, as partially
offset by an increase in other payables and accruals of RMB12.0 million.
Our net operating cash flow fluctuated during the Track Record Period, which was partially
because there are often time lags between settlements to our suppliers and settlements from our
customers, resulting in possible cash flow mismatch. For the years ended December 31, 2022, 2023,
2024 and the nine months ended September 30, 2025, our trade and bills receivables turnover days
were 128.7 days, 122.4 days, 106.6 days and 118.3 days, respectively, which generally represented
the period of time since our products are delivered and accepted by the customers and up to the
settlement of amounts due from our customers. Meanwhile, during the same periods, our trade
payables turnover days were 114.8 days, 108.4 days, 107.1 days and 125.4 days, respectively, which
generally represented the period of time since we received and accepted materials and components
from our suppliers and up to our settlement of payment to them. This demonstrates that it generally
takes a relatively longer period for us to receive settlements from our customers, as compared to
the time it took us to settle our payments to suppliers. On the other hand, during the same periods,
our inventory turnover days were 276.1 days, 289.8 days, 213.5 days and 206.6 days, respectively,
which generally represented the period of time since the acquirement or production of the inventory
to the consumption or sales of these inventories. Relatively long inventory and trade receivables
turnover days indicated that cash was tied up in inventory and receivables for longer periods,
delaying the inflow of cash required for our operational expenses. We may experience cash flow
mismatch from time to time, which largely depend on our customers’ internal process for approving
payments to us, the credit terms and settlement period granted to us by our suppliers, the number
and scale of our contracts, and the efficiency of our consumption or sales of inventories.
FINANCIAL INFORMATION
– 266 –


--- page 277 ---
In order to prevent cash flow mismatch, we have adopted and plan to further adopt the
following measures:
(i) We have built an inventory monitoring system to regularly track key indicators such as
inventory turnover rate and the proportion of slow-moving inventories. Based on our
continuous monitor of inventories, sales forecasts and production plans, we timely adjust
procurement strategies. For key raw materials that we strategically stock up, we
prioritize consuming items with a relatively high level of inventory and low inventory
turnover rate. For sales forecasts, we implement precise sales forecasting with a monthly
rolling forecast and review system to control forecast deviation and reduce inventory
build-up caused by inaccurate predictions.
(ii) We have been promoting standardized designs for components used in our products to
enhance the material versatility and reduce slow-moving inventory caused by product
iterations.
(iii) We regularly negotiated with key suppliers to secure extended credit terms and/or
settlement period for trade payables while continually optimizing our trade payables
management policies. Additionally, we are exploring long-term framework agreements
with suppliers to stabilize cash flow fluctuations through options such as prepayments
and installment payments.
(iv) We have been deepening our cooperation with financial institutions and exploring
diversified financing tools, such as the use of trade receivables and discounting bills to
pay our suppliers, to lower the amount of outstanding trade receivables.
(v) We will further enhance the monitor and control of our procurement needs to minimize
redundant purchases and prevent inventory build-up from the outset. We will increase
the frequency of reviews of procurement history and past sales forecasts to optimize
future procurement practices and minimize inventory risks from human error. Oversight
of long-aged inventory will be strengthened through collaboration between R&D and
procurement teams, ensuring timely consumption of such materials through product
iteration and updates.
(vi) We plan to implement an integrated business and financial system to generate automatic
alerts for potential cash flow risks, such as stagnant inventory and impending overdue
trade receivables. We expect this integrated system to ensure efficient responses at all
stages of our business operations and to prevent the reduction in working capital caused
by inefficient operating processes.
(vii) We plan to implement differentiated trade receivables management policies based on
customer credit ratings. For overdue trade receivables, we plan to adopt a tiered
collection strategy with the option to resort to legal actions, such as issuing lawyer’s
letters and initiating litigations, to improve trade receivables collection results. We also
aim to optimize contract terms with our customers to clearly define settlement schedules
and the consequences of payment default, thereby reducing the risk of bad debt.
(viii) As a cobot provider, we plan to further focus on the development of standardized
products to improve our inventory turnover rate. We will also deepen our collaboration
with high-quality customers and gradually phase out customers with relatively high
credit risks and long payment cycles to improve our cash inflows.
Net Cash Flows from Investing Activities
In the nine months ended September 30, 2025, our net cash flows used in investing activities
was RMB18.8 million, which was primarily attributable to purchase of financial assets at fair value
through profit or loss of RMB192.8 million, a purchase of time deposits of RMB37.1 million,
partially offset by proceeds from disposal of financial assets at fair value through profit or loss of
RMB182.0 million.
FINANCIAL INFORMATION
– 267 –


--- page 278 ---
In 2024, our net cash flows from investing activities was RMB3.5 million, which was
primarily attributable to (i) proceeds from disposal of financial assets at fair value through profit
or loss of RMB382.5 million and (ii) proceeds from disposal of time deposits of RMB80.0 million,
partially offset by a purchase of financial assets at fair value through profit or loss of RMB336.3
million, a purchase of time deposits of RMB113.1 million and purchases of items of property, plant
and equipment of RMB10.0 million.
In 2023, our net cash flows from investing activities was RMB140.5 million, which was
primarily attributable to proceeds from disposal of financial assets at fair value through profit or
loss of RMB177.2 million, proceeds from the disposal of a joint venture of RMB75.0 million and
advances of loans from a joint venture of RMB70.4 million, partially offset by a purchase of
financial assets at fair value through profit or loss of RMB131.3 million and a purchase of time
deposits of RMB78.8 million.
In 2022, our net cash flows from investing activities was RMB163.9 million, which was
primarily attributable to proceeds from disposal of financial assets at fair value through profit or
loss of RMB371.5 million, partially offset by a purchase of financial assets at fair value through
profit or loss of RMB117.5 million, advances of loans to a joint venture of RMB49.5 million, a
purchase of time deposits of RMB30.0 million and purchases of items of property, plant and
equipment of RMB9.4 million.
Net Cash Flows from/(Used in) Financing Activities
In the nine months ended September 30, 2025, our net cash flows generated from financing
activities were RMB17.4 million, primarily attributable to issue of shares of RMB23.0 million,
partially offset by payments for listing expense of RMB2.6 million and payments of lease liabilities
of RMB2.9 million.
In 2024, our net cash flows used in financing activities were RMB3.2 million, primarily
attributable to payments of lease liabilities of RMB3.2 million.
In 2023, our net cash flows used in financing activities were RMB12.1 million, primarily
attributable to a repayment of bank loans of RMB10.0 million and payments of lease liabilities of
RMB1.9 million.
In 2022, our net cash flows from financing activities were RMB9.9 million, primarily
attributable to new bank loans of RMB10.0 million and capital contribution of a subsidiary from a
non-controlling shareholder of RMB3.0 million, primarily offset by payments of lease liabilities of
RMB3.0 million.
CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating costs for the
periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Workforce employment (1) /H1118/H111874,188 120,420 92,932 68,516 112,262
Research and development
costs (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,695 15,381 7,411 30,533 38,423
Direct production costs,
including materials (3) /H1118/H1118/H1118163,178 125,372 198,771 145,741 187,552
Product marketing (4) /H1118/H1118/H1118/H1118/H1118/H111810,127 18,246 18,559 14,500 13,659
Non-income taxes and other
charges (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,590 3,179 2,884 2,126 5,050
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,778 282,598 320,557 261,416 356,946
FINANCIAL INFORMATION
– 268 –


--- page 279 ---
Notes:
(1) Cash operating costs relating to workforce employment represent the sum of employee benefit expenses under
research and development expenses, administrative expenses, costs of sales and selling and distribution
expenses (excluding share-based payments expenses which are non-cash in nature), adjusted by changes in
working capital, namely the changes in current assets and the current liabilities, relating to employee benefit
expenses as of the previous and current period end under the above operating expenses.
(2) Research and development costs under cash operating costs represent research and development expenses
(excluding employee benefit expenses and non-cash items under research and development expenses) adjusted
by changes in working capital, namely the changes in current assets and the current liabilities, relating to
research and development activities as of the previous and current period end.
(3) Cash operating costs relating to direct service and production costs, including materials, represent the costs of
sales (excluding employee benefit expenses and non-cash items under contract fulfillment costs) adjusted by
changes in working capital, namely the changes in current assets and the current liabilities, relating to service
and production as of the previous and current period end.
(4) Cash operating costs relating to product marketing represent the selling and distribution expenses (excluding
employee benefit expenses and non-cash items under selling and distribution expenses) adjusted by changes
in working capital, namely the changes in current assets and the current liabilities, relating to sales and
distribution activities as of the previous and current period end.
(5) Non-income taxes and other charges include value-added taxes and other charges recorded under
administrative expenses.
INDEBTEDNESS
As of December 31, 2022, 2023, 2024, September 30, 2025 and January 31, 2026, our
indebtedness included lease liabilities and interest-bearing bank borrowings. As of January 31,
2026, we did not have any committed unutilized banking facilities. The following table sets forth
the breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
September 30,
As of
January 31,
2022 2023 2024 2025 2026
(RMB in thousands)
Current:
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,684 2,068 2,121 3,525 4,428
Interest-bearing bank loans /H1118 10,000 – – – –
Non-current: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,595 5,411 2,325 13,055 11,875
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,279 7,479 4,446 16,580 16,303
Lease Liabilities
As of December 31, 2022, 2023, 2024, September 30, 2025 and January 31, 2026, our total
lease liabilities (including current and non-current portions) amounted to RMB9.3 million, RMB7.5
million, RMB4.4 million, RMB16.6 million and RMB16.3 million, respectively.
Our total lease liabilities decreased by 19.4% from RMB9.3 million as of December 31, 2022
to RMB7.5 million as of December 31, 2023, and further decreased by 41.3% to RMB4.4 million
as of December 31, 2024, primarily as we made lease payments and reduced our lease liabilities.
Our lease liabilities subsequently increased from RMB4.4 million as of December 31, 2024 to
RMB16.6 million as of September 30, 2025, primarily due to the addition of leased spaces for R&D
activities and the renewal of lease terms for space used as our production facilities in Foshan,
Guangdong Province. Our lease liabilities remained relatively stable at RMB16.6 million as of
September 30, 2025 and RMB16.3 million as of January 31, 2026.
FINANCIAL INFORMATION
– 269 –


--- page 280 ---
Interest-bearing Bank Loans
As of December 31, 2022, 2023, 2024, September 30, 2025 and January 31, 2026, our
interest-bearing bank loans amounted to RMB10.0 million, nil, nil, nil and nil million, respectively.
We borrowed a one-off bank loan in 2022 for the purpose of daily operations, which was secured
and fully repaid in 2023. During the Track Record Period, we typically generated cash flows from
operations and investments sufficient for our business operations.
No Other Outstanding Indebtedness
Our Directors confirm that, as of the Latest Practicable Date, there was no material covenant
on any of our outstanding debt and that we did not experience any difficulty in obtaining bank loans
and other borrowings, material default in payment of trade and non-trade payables, bank loans and
other borrowings or breach of covenants during the Track Record Period and up to the date of this
Prospectus.
Except as disclosed above, as of January 31, 2026, being the most recent practicable date for
determining our indebtedness, we did not have any outstanding mortgages, charges, debentures,
other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance or other similar
indebtedness, hire purchase commitments, guarantees or other material contingent liabilities. Our
directors have confirmed that there has been no material change in our indebtedness from January
31, 2026 to the date of this Prospectus.
CONTINGENT LIABILITIES
As of December 31, 2022, 2023, 2024 and September 30, 2025, we did not have any material
contingent liabilities.
CAPITAL EXPENDITURES
During the Track Record Period, our capital expenditures primarily consisted of (i) purchase
of items of property, plant and equipment; and (ii) purchase of intangible assets. The table below
sets forth our capital expenditure for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Purchase of items of
property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H11189,376 3,791 9,960 5,361 6,297
Purchase of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 – 325 – 1,442
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,420 3,791 10,285 5,361 7,739
We had capital expenditures of RMB10.4 million, RMB3.8 million, RMB10.3 million,
RMB5.4 million and RMB7.7 million in 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, respectively. We funded the expenditures mainly with cash generated from
business operations and financing activities.
FINANCIAL INFORMATION
– 270 –


--- page 281 ---
Following the Global Offering, we will continue to incur capital expenditures to grow our
business. We plan to fund our planned capital expenditures primarily with cash flows generated
from our operations, bank borrowings and the net proceeds received from the Global Offering. See
“Future Plans and Use of Proceeds.” 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.
CAPITAL COMMITMENTS
The Group did not have any significant commitments as of December 31, 2022, 2023, 2024
and September 30, 2025.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time during our ordinary
course of business and on terms comparable to the terms of transactions with other entities that are
not related parties. There were amounts due from Neura Robotics when it was our associate as of
December 31, 2022, which amounted to RMB84.0 million. See “History, Development and
Corporate Structure — Material Acquisitions, Disposals and Mergers.” Such amounts were
non-trade in nature, unsecured and collectable within one year. Such amounts were in relation to
loans arising from daily operations we made to this then-associate of our Company, bear an interest
rate of approximately 1.0% per annum, and had been settled as of the Latest Practicable Date. See
Note 38(c) to the Accountants’ Report included in Appendix I to this Prospectus for details.
Our Directors are of the view that our related party transactions during the Track Record
Period were conducted in the ordinary course of business at arm’s length with reference to normal
commercial terms, and would not distort our track record results or make our historical results not
reflective of our future performance.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the date/for the periods indicated:
As of/Y ear ended December 31,
As of/ Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Revenue growth (%) (1) /H1118/H1118/H1118/H1118N/A 60.2 77.0 N/A 36.2
Gross profit margin (%) (2) /H1118 13.7 28.6 34.3 33.6 37.6
Net (loss)/profit margin
(%)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(76.2) 1.1 5.8 4.4 (5.5)
Adjusted net (loss)/profit
margin
(non-IFRS measure)
(%)
(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(64.4) 40.7 5.8 4.4 8.7
Current ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.8 5.1 4.1 N/A 3.5
Quick ratio (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.7 4.0 3.0 N/A 2.5
Notes:
(1) Revenue growth is calculated by subtracting the previous year’s revenue from the current period’s revenue,
dividing the result by the previous period’s revenue, multiplied by 100%.
(2) Gross profit margin equals gross profit for the period divided by revenue for the respective period and
multiplied by 100.0%.
FINANCIAL INFORMATION
– 271 –


--- page 282 ---
(3) Net (loss)/profit margin equals the net (loss)/profit for the period divided by revenue for the respective period
and multiplied by 100.0%.
(4) Adjusted net (loss)/profit margin (non-IFRS measure) equals the adjusted net (loss)/profit (non-IFRS measure)
for the period divided by revenue for the respective period and multiplied by 100.0%.
(5) Current ratio equals total current assets as of the end of the period divided by total current liabilities as of the
same date.
(6) Quick ratio equals total current assets less inventories as of the end of the period divided by total current
liabilities as of the same date.
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure primarily consisted of research and
development expenses adjusted by adding intangible assets acquired from third parties and
capitalized and deducting amortization expense of capitalized intangible assets included in research
and development expenditure. The following table sets forth our per-period and total R&D
expenditure for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,432 85,656 47,283 33,894 50,978
Adjustments:
Add: intangible assets acquired
from third parties and
capitalized
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 – 325 – 1,283
Less: amortization expense of
capitalized intangible assets
included in research and
development expenditure
(1) /H1118/H1118 (652) (709) (739) (518) (613)
Total R&D expenditure for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,824 84,947 46,869 33,376 51,648
Total R&D expenditure (2) /H1118/H1118/H1118 239,288
The following table sets forth our per-period and total operating expenditure for the periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,432 85,656 47,283 33,894 50,978
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,944 60,450 41,941 30,146 39,315
Administrative expenses /H1118/H1118/H1118/H111821,740 45,997 12,543 9,662 43,727
FINANCIAL INFORMATION
– 272 –


--- page 283 ---
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Add: intangible assets acquired
from third parties and
capitalized
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 – 325 – 1,283
Less: amortization expense of
capitalized intangible assets
included in research and
development expenditure
(1) /H1118/H1118 (652) (709) (739) (518) (613)
Total operating expenditure
for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,508 191,394 101,353 73,184 134,690
Total operating expenditure
(2) 536,945
Notes:
(1) Primarily related to software procured from third parties for our R&D activities.
(2) The sum of total indicated expenditure in 2022, 2023, 2024 and the nine months ended September 30, 2025.
The following table sets forth our annual R&D expenditure ratio and total R&D expenditure
ratio for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Annual R&D expenditure
ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851.0 44.4 46.2 45.6 38.3
Total R&D expenditure
ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 44.6
Notes:
(1) Calculated by dividing annual R&D expenditure by annual total operating expenditure.
(2) Calculated by dividing total R&D expenditure by total operating expenditure.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet commitments
or arrangements.
FINANCIAL RISKS DISCLOSURE
Our principal financial instruments comprise interest-bearing bank and other borrowings,
financial assets at fair value through profit or loss and cash and short-term deposits. The main
purpose of these financial instruments is to raise finance for our operations. We have various other
financial assets and liabilities such as trade receivables and trade payables, which arise directly
from operations. See Note 41 of the Accountants’ Report in Appendix I to this Prospectus.
FINANCIAL INFORMATION
– 273 –


--- page 284 ---
The main risks arising from our financial instruments are foreign currency risk, credit risk and
liquidity risk. See Note 41 of the Accountants’ Report in Appendix I to this Prospectus.
DIVIDENDS AND DIVIDEND POLICY
During the Track Record Period, no dividend has been paid or declared by our Company. Any
declaration and payment, as well as the amount of dividends, will be subject to our Articles of
Association and the relevant PRC laws. We currently do not have any dividend policy or fixed
dividend pay-out ratio. No dividend shall be declared or payable except out of our profits and
reserves lawfully available for distribution. As confirmed by our PRC Legal Advisor, according to
relevant PRC laws, any future net profit that we make will have to be first applied to make up for
our historically accumulated losses, after which we will be obliged to allocate 10% of our net profit
to our statutory common reserve fund until such fund has reached more than 50% of our registered
capital. We will, therefore, only be able to declare dividends after: (i) all our historically
accumulated losses have been made up for; and (ii) we have allocated sufficient net profit to our
statutory common reserve fund as described above.
WORKING CAPITAL CONFIRMATION
Our Directors are of the opinion that, taking into account the net proceeds from the Global
Offering and the financial resources available to us, including cash and cash equivalents, we have
sufficient working capital to cover our present requirements, including research and development
expenses, selling and distribution expenses, administrative expenses and other operating costs for
at least 12 months from the date of this Prospectus.
Our cash burn rate refers to the average monthly (i) net cash (used in)/from operating
activities, (ii) purchase of property, plant and equipment, and (iii) purchase of intangible assets. Our
historical cash burn rate was RMB13.7 million and RMB5.1 million in 2022 and 2023, respectively.
We had a negative cash burn rate, namely cash gain rate, of RMB0.1 million in 2024, as the net cash
from operating activities was larger than the sum of the purchase of property, plant and equipment
and the purchase of intangible assets. Our historical cash burn rate was RMB2.9 million in the nine
months ended September 30, 2025. Assuming that the average cash burn rate going forward will be
similar to the expected cash burn rate level in 2025, which is estimated to be RMB0.4 million, based
on the underlying assumptions that (i) the number of our employees will mildly increase,
particularly in the R&D department; (ii) we do not expect substantial capital investment; and (iii)
we do not expect significant increase in capital expenditures, we estimate that our cash and cash
equivalents, financial assets at fair value through profit or loss, financial assets at fair value through
other comprehensive income as of September 30, 2025 will be able to maintain our financial
viability for 384.8 months, without taking into account the estimated net proceeds from the Global
Offering. We will continue to monitor our cash flows from operations closely.
UNAUDITED PRELIMINARY FINANCIAL INFORMATION FOR THE YEAR ENDED
DECEMBER 31, 2025
The preliminary financial information of our Group as of and for the year ended December 31,
2025 as set out in Appendix IIA to this prospectus, which is prepared in compliance with the content
requirements as for preliminary results announcements under Rule 13.49 of the Listing Rules, have
been agreed by the Reporting Accountants, to the amounts set out in the draft consolidated financial
statements of our Group for the year ended December 31, 2025, following with their work under
Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary Announcements of
Annual Results” issued by the Hong Kong Institute of Certified Public Accountants.
DISTRIBUTABLE RESERVES
As of September 30, 2025, we did not have any distributable reserves.
FINANCIAL INFORMATION
– 274 –


--- page 285 ---
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB81.9 million (assuming an Offer Price of HK$17.00 per Offer Share and no
exercise of the Offer Size Adjustment Option and the Over-allotment Option), representing 6.8% of
the gross proceeds (assuming that the Offer Size Adjustment Option and the Over-allotment Option
are not exercised) of the Global Offering. We expect to incur listing expenses of RMB81.9 million,
of which RMB27.8 million is expected to be recognized in the consolidated statements of profit or
loss as administrative expenses and RMB54.1 million is expected to be recognized as a deduction
in equity directly upon the Listing. By nature, our listing expenses are composed of (i) underwriting
commission of RMB48.4 million, and (ii) non-underwriting related expenses of RMB33.5 million,
which consist of fees and expenses of legal advisors and the Reporting Accountant of RMB20.0
million and other fees and expenses of RMB13.5 million.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II — Unaudited Pro Forma Financial Information.”
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that up to the date of this Prospectus there has been no material
adverse change in our financial or trading position or prospects since September 30, 2025, being the
end date of the periods reported in Appendix I to this Prospectus, and there is no event since
September 30, 2025 that would materially affect the information as set out in the Accountants’
Report in Appendix I to this Prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
– 275 –


--- page 286 ---
FUTURE PLANS
See “Business — Our Strategies” for a detailed discussion of our future plans.
USE OF PROCEEDS
Assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, after deducting the underwriting commissions and other estimated offering expenses
payable by us in connection with the Global Offering, and assuming an Offer Price of HK$17.00
per Offer Share, we estimate that we will receive net proceeds of approximately HK$1,280.4
million from the Global Offering. We intend to use the proceeds from the Global Offering for the
purposes and in the amounts set forth below:
 Approximately 55.0% of the net proceeds, or approximately HK$704.2 million, will be
used for deepening our R&D capabilities in the next five years. We aim to further
optimize our core technologies, intelligent cobots, precision motion platforms and key
components of humanoid robots. As our initial investment in R&D has proven successful
with many of our products passing the validation stage and commencing mass
production, we plan to proactively increase our investment in R&D in the next five years
and allocate more resources to the development of advanced technologies and innovative
products to maintain our leadership, sustained growth and adaptability in the rapidly
evolving cobot industry. We plan to recruit additional R&D talents for each of our R&D
project and purchase relevant materials, hardware and software to support our R&D
activities. The net proceeds will be used to attract, recruit and compensate additional
R&D talents, and purchase R&D materials, hardware and software. Upon investing in
below R&D projects, we anticipate, among other things, an increase in our R&D
expenses, a decrease in our net profit and an increase in operating cash outflow. Upon
successfully develop below advanced technologies and innovative products, we
anticipate that we will be able to reinforce our leadership in the cobot industry, with,
among other things, increases in our revenue, gross profit, net profit and operating cash
inflow. In particular:
(i) Approximately 15.0% of the net proceeds, or approximately HK$192.1 million,
will be used for the ongoing R&D and investments in AI technologies to enhance
the intelligence of our HRC Embodied Intelligence Control Platform in line with
our business strategy. This includes (a) upgrading our motion control algorithms
and optimizing scenario-based model, (b) developing new generation of safety
controllers, (c) iterating our embodied intelligence platform with enhanced
multimodal perception and decision-making, (d) developing real-time operating
systems, and (e) upgrading the platform-level ecosystem.
(ii) Approximately 13.0% of the net proceeds, or approximately HK$166.5 million,
will be used for further tailoring our products and extending our reach to specific
downstream application scenarios. This use of proceeds is in line with our business
strategy of being committed to a scenario-centric R&D approach, focusing on
improving the adaptability of our cobot products across diverse application
scenarios. Leveraging extensive industrial process data accumulated across
scenarios such as precision machining, intelligent welding, logistics palletizing,
medical testing and screw fastening scenarios, we will continue to train and
optimize our “FlexMind” training system. For example, we will further expand our
library of algorithms for scenario-specific tasks such as welding, palletizing,
fastening, adaptive force control, spraying and polishing, to enhance product
performance in specific scenarios and ensure customer retention. We will also
enrich our library with scenario-specific algorithms for tasks such as healthcare,
FUTURE PLANS AND USE OF PROCEEDS
– 276 –


--- page 287 ---
especially rehabilitation therapy, and catering services. We will also explore the
adaptability of our platform-level cobots across diverse application scenarios and
the opportunities to further co-develop scenario-specific products.
(iii) Approximately 10.0% of the net proceeds, or approximately HK$128.0 million,
will be used for developing and upgrading our proprietary key components for
cobots, such as the M series high-performance motors, next-generation servo
drives and algorithms, sensors and air-floating platforms. This helps us pursue our
overall business strategy focused on continue strengthening R&D in cobot
technologies.
(iv) Approximately 10.0% of the net proceeds, or approximately HK$128.0 million,
will be used for developing core motion components for humanoid robots, in line
with our business strategy to seize the opportunities in the growing humanoid
robotics market. We will develop miniaturized core motion components better
suited for humanoid robots, including micro servo drives, frameless torque motors,
coreless motors, humanoid robot joint modules, motion controllers and humanoid
robot arms. Currently, our frameless torque motors and joint modules have been
applied in products for some customers of our humanoid robots. We will further
enhance the performance of relevant products.
(v) Approximately 7.0% of the net proceeds, or approximately HK$89.6 million, will
be used for the ongoing development of the next-generation high-performance
cobots. We aim for our next-generation high-performance cobots to achieve
world-leading excellence in terms of precision, jitter, response speed, safety and
perception capabilities. This will help us maintain our leadership in the cobot
industry and continually grow our market share. Our main focus includes
developing (a) next-generation cobots with high safety standards, (b) world-
leading high-precision cobots, (c) high-speed cobots, (d) special cobots that meet
stringent cleanliness standards, (e) cobots with new drive methods, and (f)
lightweight cobots. This enables us to pursue our overall business strategy focused
on continue strengthening R&D in cobot technologies and our business strategy to
improve the adaptability of our cobot products across diverse application
scenarios.
The following table sets forth further details of our implementation plans to deepen our
R&D capabilities from 2026 to 2030, based on our current estimation, which is subject
to changes based on our actual needs and market conditions at the relevant time.
For the year ended December 31,
2026 2027 2028 2029 2030
Estimated total number of additional R&D personnel to be recruited for each of the major R&D project
– Enhance HRC Embodied Intelligence Control
Platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
60 83 117 164 230
– Further tailor products and extend reach to
specific downstream application scenarios /H1118/H1118/H1118
40 56 79 111 155
– Develop and upgrade proprietary key
components for cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
40 56 79 111 155
– Develop core motion components for
humanoid robots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
40 56 79 111 155
– Continue to develop the next-generation
high-performance cobots /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
40 56 79 111 155
Total estimated number of R&D personnel /H1118/H1118 220 307 433 608 850
FUTURE PLANS AND USE OF PROCEEDS
– 277 –


--- page 288 ---
For the year ended December 31,
2026 2027 2028 2029 2030
Estimated allocation of net proceeds
(HK$ in millions)
– Recruit and remunerate R&D personnel /H1118/H1118/H1118/H111872.0 100.4 155.8 218.8 305.9
– Purchase R&D material, hardware and
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
34.5 34.5 34.5 34.5 34.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106.5 135.0 190.3 253.3 340.4
The materials, hardware and software we plan to purchase for our R&D activities
include (i) a large quantity of materials such as screws, power boards, silicon steel sheets
and surface mount resistors used across R&D projects; (ii) five sets of large model
training servers for developing advanced algorithms and models for various R&D
purposes; (iii) five sets of AI embodied intelligence model training servers for enhancing
our embodied intelligence platform with advanced functions; (iv) five multi-beam laser
interferometers motion platform testing equipment for testing products and components
related to precision motion platforms; (v) five sets of workbenches of mechanics
simulation modules for the engineering of various components and products across R&D
projects; and (vi) other hardware and software for R&D and laboratory activities.
 Approximately 20.0% of the net proceeds, or approximately HK$256.1 million, will be
used for our overseas business development to strengthen our market leadership in the
next five years, facilitating our business strategy of strengthening sales channels and
advancing market expansion. In particular, we plan to (i) increase our market coverage
by (a) expanding our sales and marketing team. We aim to recruit additional personnel
for our sales and marketing activities in China, the United States, Germany, Japan and
other locations, mainly Malaysia. We will recruit sales and marketing talents with
bachelor’s degrees or higher in international trade or engineering, with proficiency in
English and a local language, at least two years of sales experience in a related industry,
and a solid understanding of foreign trade and robotics; and (b) establishing overseas
subsidiaries in Germany and Japan to further expand our overseas business in and
centered around these locations and creating a localized sales and service network to
improve our local sales and services capabilities; and (ii) further strengthen our
advantages and enhance our brand awareness in overseas markets by (a) enhancing
collaboration with strategic overseas customers. We prioritize selecting enterprises that
possess long-standing technical expertise and/or extensive sales channels in specific
sectors with years of experiences in the robotics industry. This includes companies with
a robust customer base in automation and traditional industrial robotics, as well as those
with significant sales channel resources and technical proficiency in precision motion.
We aim to strengthen our collaboration with existing strategic overseas customers while
proactively seeking to expand our network by attracting new strategic overseas
customers; and (b) actively promoting our brand through online channels and
participating in international exhibitions. Upon investing in above agenda, we anticipate
a stronger market recognition across key international markets, and, among other things,
anticipate increases in our revenue and gross profit and an increase in our selling and
distribution expenses.
The following table sets forth the details of our implementation plans to strengthen sales
channels and advance market expansion from 2026 to 2030, based on our current
estimation, which is subject to changes based on our actual needs and market conditions
at the relevant time.
FUTURE PLANS AND USE OF PROCEEDS
– 278 –


--- page 289 ---
For the year ended December 31,
2026 2027 2028 2029 2030
Estimated total number of additional sales and marketing personnel to be recruited for each of the major
geographic region
– China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 70 80 80 80
– United States /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 8 11 11 11
– Germany /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881 01 41 41 4
– Japan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 8 12 12 12
– Others (mainly Malaysia) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855555
Total estimated number of additional sales
and marketing personnel to be recruited /H1118/H1118
83 101 122 122 122
Estimated allocation of net proceeds
(HK$ in millions)
– Recruit and remunerate sales and marketing
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
50.6 63.0 71.9 74.6 74.6
– Pay rents for offices of overseas subsidiaries /H1118 4.4 4.4 4.4 4.4 4.4
– Pay for online brand promotion and expenses
for engaging with strategic customers and
participating in international exhibitions /H1118/H1118/H1118/H1118
3.3 3.3 3.3 3.3 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858.2 70.7 79.5 82.2 82.2
 Approximately 15.0% of the net proceeds, or approximately HK$192.1 million, will be
used for upgrading and expanding our production capabilities in the next five years.
Upon investing in the upgrading and expansion of our production capabilities, we
anticipate, among others, increases in property, plant and equipment and right-of-use
assets and an increase in cash flow used in investing activities. Upon commencement of
operations of the upgraded and expanded production facility, we anticipate, among
others, increases in our revenue, gross profit and operating cash inflow. In particular:
(i) Approximately 10.0% of the net proceeds, or approximately HK$128.0 million,
will be used for expanding our production facility. During the Track Record Period,
we manufactured and produced our products primarily at our production facility. In
2024, the utilization rate of our production facility in Foshan, Guangdong reached
over 85%. We plan to further expand our production facility and increase our
production capacity to fulfill the production needs as our business continues to
grow. Specifically, we plan to construct a new production facility. The net proceeds
will be used for constructing buildings and installing supporting facilities. This
involves paying for the material costs and utility expenses during the design,
construction as well as exterior and interior fitting-out of relevant buildings, and
installing supporting facilities such as the ventilation, power and fire safety
systems. To construct and operate the new production facility, as advised by our
PRC Legal Advisor, we will need to obtain land use right certificate, construction
land use planning permit, construction planning permit, investment project filing,
environmental impact assessment approval and work safety acceptance report. We
are committed to diligently completing the requisite filing processes and securing
the necessary approvals within the appropriate time frames. Such construction is
currently at planning phase, with production and building operations yet to
commence. We anticipate starting construction in the first half of 2026, with the
two phases designed for a total annual production capacity of 40,000 units to be
completed by the end of 2027. We expect the utilization rate of this facility to reach
70% in 2028, gradually increasing in the following years. We plan to source the
remaining funding required for the construction of the production facility from
cash generated from operating activities as well as bank and other borrowings.
FUTURE PLANS AND USE OF PROCEEDS
– 279 –


--- page 290 ---
The following table sets forth further details of our new facility to be constructed in
Foshan, Guangdong Province.
Expected Start and Complete Time
of Construction
Expected Time of First
Being Operational
Expected
Designed
Annual
Production
Capacity
Expected Capacity Utilization
Rate
(units)
Start in May 2026 and complete
towards the end of 2026 (Phase I) /H1118
2027 (Phase I Operational) 20,000 Approximately 70% in 2027, and
gradually increase to 100%
Start in May 2027 and complete
towards the end of 2027 (Phase II) /H1118
2028 (Phase II Operational) 20,000 Approximately 70% in 2028, and
gradually increase to 100%
(ii) Approximately 5.0% of the net proceeds, or approximately HK$64.0 million, will
be used for (a) acquiring advanced production equipment, such as automated
production machinery and tools; (b) upgrading our production lines; and (c) further
enhancing our digitalized production systems to further enhance our production
capacity as well as efficiency.
The following table sets forth the details of advanced production machinery/
equipment/software we plan to purchase for our upgraded production lines.
Type of machinery/
equipment/software Intended use Useful life
Whether we have
similar machinery/
equipment in use and,
if yes, their remaining
useful life
For existing production facility
Automated assembly lines /H1118/H1118/H1118/H1118/H1118Automated assembly for all
components and products
10 years Y es for the existing
production facility, with
five years of remaining
life.
Automated handling equipment /H1118/H1118/H1118Automated moving and handling
for all inventories
Five years Y es for the existing
production facility, with
three years of remaining
life.
Laser tracker and precision testing
laboratory /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Functionality test for all products 10 years Y es for the existing
production facility, with
10 years of remaining life.
Automated motor assembly lines /H1118/H1118Automated assembly for all motor
in components and products
10 years Y es for the existing
production facility, with
five years of remaining
life.
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hardware and software for
production
Seven to 10
years
No
For new production facility
Automated assembly lines /H1118/H1118/H1118/H1118/H1118Automated assembly for all
components and products
10 years No
Quality testing laboratories /H1118/H1118/H1118/H1118/H1118Quality testing for all inventories 10 years No
Automated warehousing
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Intelligent warehousing for all
inventories
10 years No
Laser tracker and precision testing
laboratory /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Functionality test for all products 10 years No
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hardware and software for
production
Five to 10
years
No
FUTURE PLANS AND USE OF PROCEEDS
– 280 –


--- page 291 ---
The following table sets forth the breakdown of net proceeds allocated to upgrade and
expand our production capabilities from 2026 to 2030, based on our current estimation,
which is subject to changes based on our actual needs and market conditions at the
relevant time.
For the year ended December 31,
2026 2027 2028 2029 2030
(HK$ in millions)
Expand production facility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162.9 40. 7–––
Upgrade existing production facility /H1118/H1118/H1118/H111815.2 15.2 15.2 15.2 15.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178.1 55.9 15.2 15.2 15.2
 Approximately 10.0% of the net proceeds, or approximately HK$128.0 million, will be
used for working capital and general corporate purposes.
The additional net proceeds that we would receive if the Offer Size Adjustment Option were
exercised in full would be approximately HK$206.0 million (assuming an Offer Price of HK$17.00
per Share.
The additional net proceeds that we would receive if the Over-allotment Option were
exercised in full would be approximately HK$236.9 million (assuming an Offer Price of HK$17.00
per Share. The additional amount raised will be applied to the above areas of use of proceeds on
a pro rata basis.
To the extent that the net proceeds from the Global Offering are either more or less than
expected, we will adjust our allocation of the net proceeds for the above purposes 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 deposit the net proceeds into short-term interest-bearing accounts at
licensed commercial banks and/or other authorized financial institutions (as defined under the
Securities and Futures Ordinance or the 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
– 281 –


--- page 292 ---
China International Capital Corporation Hong Kong Securities Limited
Deutsche Bank AG, Hong Kong Branch
Futu Securities International (Hong Kong) Limited
Zheshang International Financial Holdings Co., Limited
UNDERWRITING
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 4,039,400 Hong
Kong Offer Shares and the International Offering of initially 76,745,600 International Offer Shares,
subject, in each case, to reallocation on the basis as described in the section headed “Structure of
the Global Offering” as well as to the Offer Size Adjustment Option and the Over-Allotment Option
(in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
The Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering initially
4,039,400 Hong Kong Offer Shares for subscription by the public in Hong Kong on and subject to
the terms and conditions of this Prospectus at the Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, the H Shares to be converted from Unlisted Shares and to be offered pursuant to the Global
Offering as mentioned herein and such approval not having been withdrawn and (b) certain other
conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters have
agreed severally and not jointly to subscribe or procure subscribers for their respective applicable
proportions of the Hong Kong Offer Shares being offered which are not taken up under the Hong
Kong Public Offering on and subject to the terms and conditions set out in this Prospectus and the
Hong Kong Underwriting Agreement. The Hong Kong Underwriting Agreement is conditional upon
and subject to, among other things, the International Underwriting Agreement having been executed
and becoming unconditional and not having been terminated in accordance with its terms.
For applicants applying under the Hong Kong Public Offering, this Prospectus contains the
terms and conditions of the Hong Kong Public Offering. The International Offering is expected to
be fully underwritten by the International Underwriters.
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for the
Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to termination.
If at any time prior to 8:00 a.m. on the day that trading in the H Shares commences on the Stock
Exchange:
(i) there develops, occurs, exists or comes into force:
a) any new law or regulation or any change or development involving a prospective change
or any event or series of events or circumstances likely to result in a change or a
development involving a prospective change in existing laws or regulations, or the
UNDERWRITING
– 282 –


--- page 293 ---
interpretation or application thereof by any court or any competent Authority in or
affecting Hong Kong, the PRC, the United States, or other jurisdictions relevant to the
Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”); or
b) any change or development involving a prospective change, or any event or series of
events or circumstances likely to result in a change or prospective change, in any local,
national, regional or international financial, political, military, industrial, economic,
fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation,
equity securities or currency exchange rate or controls or any monetary or trading
settlement system, or foreign investment regulations (including, without limitation, a
devaluation of the Hong Kong dollar, United States dollar or Renminbi against any
foreign currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to any
foreign currency or currencies) or other financial markets (including, without limitation,
conditions and sentiments in stock and bond markets, money and foreign exchange
markets, the inter-bank markets and credit markets) in or affecting any Relevant
Jurisdictions, or affecting an investment in the Offer Shares; or
c) any event or series of events, or circumstances in the nature of force majeure (including,
without limitation, any acts of government, declaration of a regional, national or
international emergency or war, calamity, crisis, economic sanctions, strikes, labor
disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami,
earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder,
paralysis in government operations, acts of war, epidemic, pandemic, outbreak or
escalation, mutation or aggravation of diseases, accident or interruption or delay in
transportation, local, national, regional or international outbreak or escalation of
hostilities (whether or not war is or has been declared), act of God or act of terrorism
(whether or not responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
d) the imposition or declaration of any moratorium, suspension or limitation (including
without limitation, any imposition of or requirement for any minimum or maximum
price limit or price range) on (i) the trading in shares or securities generally on the Stock
Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Singapore
Stock Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market; or (ii) the
trading in any securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
e) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial banking or
foreign exchange trading or securities settlement or clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions; or
f) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by the Company of a supplement or amendment to the Prospectus
or other documents in connection with the offer and sale of the Offer Shares pursuant to
the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing
Rules or upon any requirement or request of the Stock Exchange and/or the SFC; or
g) the commencement by any Authority or other regulatory or political body or
organization of any public action or investigation against a Group Company or a director
or a senior management member of any Group Company or announcing an intention to
take any such action; or
UNDERWRITING
– 283 –


--- page 294 ---
h) the imposition of sanctions or export controls in whatever form, directly or indirectly,
on any Group Company or any of the Controlling Shareholders or by or on any Relevant
Jurisdiction, or the withdrawal of trading privileges which existed on the date of the
Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or for,
any Relevant Jurisdiction; or
i) any valid demand by creditors for payment or repayment of indebtedness of any member
of the Group or in respect of which any member of the Group is liable prior to its stated
maturity; or
j) any non-compliance of the 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
k) any litigation, dispute, legal action or claim or regulatory or administrative investigation
or action being threatened, instigated or announced against any member of the Group or
any Controlling Shareholder or any Director or senior management members as named
in the Prospectus; or
l) any contravention by any Group Company or any Director of the Listing Rules or
applicable Laws; or
m) that the Chairman of the Board, any Director or any member of senior management of
the Company named in the Prospectus seeks to retire, or is removed from office or
vacating his/her office; or
n) any Director or any member of senior management of the Company named in the
Prospectus is being charged with an indictable offence or prohibited by operation of law
or otherwise disqualified from taking part in the management or taking directorship of
a company; or
o) any change or prospective change, or a materialization of, any of the risks set out in the
section headed “Risk Factors” in the Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion of
the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong
Kong Underwriters):
i. 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 the Company or the Group as a whole;
ii. has or will or may have a material adverse effect on the success of the Global Offering
or the level of applications under the Hong Kong Public Offering or the level of
indications of interest under the International Offering; or
iii. 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 Prospectus, the formal notice, post-hearing information
pack, the registration statement, the disclosure package, the preliminary offering
circular, the offering circular, any other announcement, document, materials,
UNDERWRITING
– 284 –


--- page 295 ---
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, without limitation, any
investor presentation materials relating to the Offer Shares and, in each case, all
amendments or supplements thereto, whether or not approved by the Joint Sponsors, the
Overall Coordinators or any of the Underwriters and Offering Documents (the “ Offering
Documents ”); or
iv. has or will or may have the effect of making any part of the Hong Kong Underwriting
Agreement (including underwriting) incapable of performance in accordance with its
terms or preventing the processing of applications and/or payments pursuant to the
Global Offering or pursuant to the underwriting thereof; or
(ii) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
a) 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 the 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
b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material omission
or misstatement in any Global Offering Document; or
c) any breach of, or any event or circumstance rendering untrue or incorrect or misleading
in any respect, any of the representations, warranties and undertakings given by the
Company, Mr. Wang, Mr. Zhang or Zhirentuan in the Hong Kong Underwriting
Agreement or the International Underwriting Agreement; or
d) any event, act or omission which gives rise or is likely to give rise to any liability of any
of the indemnifying parties pursuant to the indemnities in the Hong Kong Underwriting
Agreement; or
e) any breach of any of the obligations or undertakings imposed upon the Company or Mr.
Wang, Mr. Zhang or Zhirentuan or any cornerstone investor (as applicable) to the Hong
Kong Underwriting Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
f) there is any change or development involving a prospective change, constituting or
having a material adverse effect or any development involving a prospective material
adverse effect, on the profits, losses, results of operations, assets, liabilities, general
affairs, business, management, performance, prospects, shareholders’ equity, position or
condition (financial, trading or otherwise) of the Group, taken as a whole; or
g) the Company withdraws the Prospectus (and/or any other documents used in connection
with the subscription or sale of any of the Offer Shares pursuant to the Global Offering)
or the Global Offering; or
UNDERWRITING
– 285 –


--- page 296 ---
h) that the approval by the Listing Committee of the listing of, and permission to deal in,
the H Shares in issue and to be issued pursuant to the Global Offering (including the
additional H Shares which may be issued pursuant to any exercise of the Offer Size
Adjustment Option and/or 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
i) any expert (other than any of the Joint Sponsors) has withdrawn its consent to the issue
of the Prospectus with the inclusion of its reports, letters and/or legal opinions (as the
case may be) and references to its name included in the form and context in which it
respectively appears; or
j) any prohibition on the Company for whatever reason from offering, allotting, issuing or
selling any of the Offer Shares (including the shares to be issued pursuant to the Offer
Size Adjustment Option and/or the Over-allotment Option) pursuant to the terms of the
Global Offering; or
k) an order or petition is presented for the winding-up or liquidation of the Company, or the
Company makes any composition or arrangement with its creditors or enters into a
scheme of arrangement or any resolution is passed for the winding-up of the Company
or a provisional liquidator, receiver or manager is appointed over all or part of the assets
or undertaking of the Company or anything analogous thereto occurs in respect of the
Company; or
l) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the results
of the CSRC Filings published on the website of the CSRC is rejected, withdrawn,
revoked or invalidated; or (B) other than with the prior written consent of the Overall
Coordinators, the issue or requirement to issue by the Company of a supplement or
amendment to the CSRC Filings pursuant to the CSRC Rules or upon any requirement
or request of the CSRC; or (C) any non-compliance of the CSRC Filings with the CSRC
Rules or any other applicable Laws; or
m) 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,
then, in each case, the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) may, in their sole and absolute discretion and upon giving notice in writing to
the Company, terminate the Hong Kong Underwriting Agreement with immediate effect.
UNDERWRITING
– 286 –


--- page 297 ---
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that no further H Shares or securities convertible into H Shares (whether or not of a class
already listed) may be issued 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 for:
(a) the issue of shares, the listing of which has been approved by the Stock Exchange,
pursuant to a share option scheme under Chapter 17 of the Listing Rules;
(b) any capitalization issue, capital reduction or consolidation or sub-division of H Shares;
(c) issue of H Shares or securities pursuant to the Global Offering (including any exercise
of the Offer Size Adjustment Option or the Over-Allotment Option); and
(d) any other applicable circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by Controlling Shareholders, Key Persons and Pathfinder SIIs
Pursuant to Rules 18C.13 and 18C.14 of the Listing Rules, each of Controlling Shareholders,
key persons of the Company and the Pathfinder SIIs, and their respective close associates, as
identified under the section headed “History, Development and Corporate Structure — Lock-up
Periods”, has undertaken to the Stock Exchange and to us that, except pursuant to the Global
Offering (including the Offer Size Adjustment Option and the Over-allotment Option), it will not,
unless otherwise permitted under Rule 18C.15 of the Listing Rules: at any time in the period
commencing on the date by reference to which disclosure of its shareholding is made in this
Prospectus and ending on the date which is 12 months (or 6 months in the case of the Pathfinder
SIIs) from the Listing Date, 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 H Shares in respect
of which it is shown by this Prospectus to be the beneficial owner.
Note 2 to Rule 18C.14 of the Listing Rules provides that the above undertakings do not
prevent such persons from using the H Shares beneficially owned by it/him/her as security
(including a charge or pledge) in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan.
Further, pursuant to Note 2 to 18C.14 of the Listing Rules, each of such persons has
undertaken to the Stock Exchange and to us that, within the period commencing on the date by
reference to which disclosure of its shareholding is made in this Prospectus and ending on the date
which is 12 months (or 6 months in the case of the Pathfinder SIIs) from the Listing Date:
(a) when it pledges or charges any H Shares beneficially owned by it in favor of an
authorized institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of
Hong Kong) for a bona fide commercial loan, immediately inform us and the Stock
Exchange of such pledge or charge together with the number of H Shares so pledged or
charged; and
(b) when it receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged H Shares will be disposed of, immediately inform us and
the Stock Exchange of such indications.
We will inform the Stock Exchange as soon as we have been informed of the above matters,
if any, by such persons and disclose such matters as soon as possible after being so informed.
UNDERWRITING
– 287 –


--- page 298 ---
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by the Company
The Company has undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Syndicate Capital Market Intermediaries and the Hong Kong
Underwriters that except pursuant to the Global Offering (including the Offer Size Adjustment
Option and the Over-allotment Option), at any time after the date of the Hong Kong Underwriting
Agreement up to and including the date falling six months from the Listing Date (the “ First
Six-Month Period ”), it will not, without the prior written consent of the Joint Sponsors and the
Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and unless in
compliance with the requirements of the Listing Rules:
(i) allot, issue, repurchase, sell, accept subscription for, offer to allot, issue, repurchase or
sell, contract or agree to allot, issue, repurchase or sell, 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,
repurchase or sell, or otherwise transfer or dispose of or create an encumbrance (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 equity securities of the 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 securities of the Company), or deposit any equity securities of the
Company with a depositary in connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of any equity
securities of the Company or any interest in any of the foregoing (including, without
limitation, any equity securities convertible into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any
securities of the Company); or
(iii) enter into any transaction with the same economic effect as any transaction described in
(i) or (ii) above; or
(iv) offer to or agree to do any of the foregoing or announce any intention to do so, in each
case, whether any of the foregoing transactions is to be settled by delivery of such
securities, in cash or otherwise (whether or not the issue of such securities will be
completed within the First Six-Month Period). In the event that, at any time during the
period of six months immediately following the expiry of the First Six-Month Period
(the “ Second Six-Month Period ”), the Company enters into any of the transactions
specified in (i), (ii) or (iii) above or offers to or agrees to or announces any intention to
effect any such transactions, the Company shall take all reasonable steps to ensure that
it will not create a disorderly or false market in the H Shares or any other securities of
the Company. The Controlling Shareholders have jointly and severally undertaken to
each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Syndicate Capital Market Intermediaries and the Hong Kong
Underwriters to procure the Company to comply with the undertakings herein.
UNDERWRITING
– 288 –


--- page 299 ---
Undertakings by the Controlling Shareholders
The Controlling Shareholders have jointly and severally undertaken to each of the Joint
Sponsors, the Sponsor-Overall Coordinators, the Joint Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Syndicate Capital Market
Intermediaries and the Hong Kong Underwriters that, without the prior written consent of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) and unless in compliance with the requirements of the Listing Rules, each of them
will not, and will procure that none of the relevant registered holder(s) or the relevant affiliates,
close associates or companies controlled by them will, at any time during the period commencing
on the date of the Hong Kong Underwriting Agreement and ending on, and including, the date that
is 12 months after the Listing Date (“ 12-Month Period ”):
(a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, lend,
grant or sell any option, warrant, contract or right to purchase, grant or purchase any
option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an
Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over,
either directly or indirectly, conditionally or unconditionally, any H Shares or other
securities of the Company or any legal or beneficial interest therein (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase any H Shares
or other securities of the Company) beneficially owned by it (the “ Locked-up
Securities ”);
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any Locked-up Securities;
(c) enter into any transaction with the same economic effect as any transaction specified in
(a) or (b) above, or
(d) offer to or contract to or agree to, or publicly announce any intention to enter into any
transaction specified in (a), (b) or (c) above,
in each case, whether any of the transactions specified in (a), (b) or (c) above is to be settled by
delivery of H Shares or such other securities of the Company, in cash or otherwise (whether or not
the issue of such H Shares or other securities of the Company will be completed within the
12-Month Period).
Without limiting the above, at any time after the date of the Hong Kong Underwriting
Agreement up to and including the date falling 12 months after the Listing Date, the Controlling
Shareholders will, and will procure the relevant registered holder(s) to, (a) if and when they or the
relevant registered holder(s) pledges or charges any Locked-up Securities, immediately inform the
Company in writing of such pledge or charge together with the number of Locked-up Securities so
pledged or charged; and (b) if and when they or the relevant registered holder(s) receives any
indication, either verbal or written, from any pledgee or chargee that any of the pledged or charged
Locked-up Securities will be disposed of, immediately inform the Company in writing of such
indications.
Provided nothing in these undertakings shall prevent Controlling Shareholders from using the
Locked-up Securities as security (including a charge or a pledge) in favor of an authorized
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a
bona fide commercial loan.
UNDERWRITING
– 289 –


--- page 300 ---
The Company has undertaken that, as soon as practicable upon receiving such information in
writing from Controlling Shareholders and if required pursuant to the Listing Rules, notify the
Stock Exchange and make a public disclosure in relation to such information by way of an
announcement.
Indemnity
Our Company has agreed to indemnify, among others, the Joint Sponsors, the Joint Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Syndicate Capital Market Intermediaries and the Hong Kong Underwriters for certain losses which
they may suffer, including losses arising from the performance of their obligations under the Hong
Kong Underwriting Agreement and any breach by us of the Hong Kong Underwriting Agreement,
as the case may be.
Hong Kong Underwriters’ Interests in our Company
Except for its obligations under the Hong Kong Underwriting Agreement, none of the Hong
Kong Underwriters has any shareholding interest in our Company or any right or option (whether
legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in our
Company.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
obligations under the Hong Kong Underwriting Agreement.
The International Offering
In connection with the International Offering, it is expected that the Company will enter into
the International Underwriting Agreement with the International Underwriters on March 26, 2026.
Under the International Underwriting Agreement and subject to the Over-Allotment Option, the
International Underwriters will, subject to certain conditions set out therein, severally and not
jointly, agree to subscribe for or purchase or procure subscribers or purchasers for their respective
proportions of the International Offer Shares which are not taken up under the International
Offering. See “Structure of the Global Offering — The International Offering.”
Offer Size Adjustment Option
The Company is expected to grant to the Overall Coordinators the Offer Size Adjustment
Option, exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters) on or before the second Business Day prior to the Listing Date and will lapse
immediately thereafter, whichever is earlier, in writing, to require our Company to allot and issue
up to an aggregate of 12,117,600 additional Offer Shares, representing approximately 15% of the
initial Offer Shares in aggregate, at the same price per Share under the International Offering to
cover, among other things, any excess demand in the International Offering at the absolute
discretion of the Overall Coordinators. The Offer Size Adjustment Option provides flexibility for
the Overall Coordinators to increase the number of Offer Shares available for purchase under the
International Offering to cover additional market demand. See “Structure of the Global Offering —
Offer Size Adjustment Option.”
Over-Allotment Option
The Company is expected to grant to the International Underwriters the Over-Allotment
Option, exercisable by the Overall Coordinators on behalf of the International Underwriters during
the 30-day period from the last day for lodging of applications under the Hong Kong Public
Offering, to require the Company to issue up to an aggregate of 13,935,200 additional Offer Shares,
representing approximately 15% of the Offer Shares initially available under the Global Offering
UNDERWRITING
– 290 –


--- page 301 ---
(assuming the Offer Size Adjustment Option is exercised in full) or up to an aggregate of 12,117,600
additional Offer Shares, representing approximately 15% of the number of Offer Shares being
offered under the Global Offering (assuming the Offer Size Adjustment Option is not exercised). It
is expected that the International Underwriting Agreement may be terminated on similar grounds as
the Hong Kong Underwriting Agreement. Potential investors should note that if the International
Underwriting Agreement is not entered into, or is terminated, the Global Offering will not proceed.
See “Structure of the Global Offering — The International Offering — Over-Allotment Option.”
Commissions and Expenses
All Capital Market Intermediaries participating in the Global Offering will receive an
underwriting commission equivalent to 2.25% (the “ Fixed Fees ”) of the aggregate Offer Price
payable in respect of all of the Offer Shares (including any Offer Shares which may be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the
“Gross Proceeds ”) and an additional discretionary incentive fee, in the Company’s sole discretion,
up to 1.75% (the “ Discretionary Fees ”) of the Gross Proceeds. The ratio of Fixed Fees and
Discretionary Fees payable to all Capital Market Intermediaries is therefore 56.25:43.75.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the
Company will pay the underwriting commission for such H Shares to the International Underwriters
(but not the Hong Kong Underwriters).
The aggregate amount of sponsor fee payable by the Company to the Joint Sponsors is
US$800,000.
The aggregate underwriting commissions and fees together with the Stock Exchange listing
fees, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee, legal
and other professional fees and printing and all other expenses relating to the Global Offering are
estimated to be approximately HK$92.9 million (assuming the full payment of the Discretionary
Fees and the Offer Size Adjustment Option and the Over-allotment Option are not fully exercised)
and will be paid by the Company.
Offer Size Adjustment Option, Over-Allotment and Stabilization
Details of the arrangements relating to the Offer Size Adjustment Option, the Over-Allotment
Option and stabilization are set forth in the section headed “Structure of the Global Offering.”
INDEPENDENCE OF THE JOINT SPONSORS
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters of the Hong Kong Public Offering and the International Offering (together,
the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or stabilizing
process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their various
business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the
UNDERWRITING
– 291 –


--- page 302 ---
accounts of their customers. Such investment and trading activities may involve or relate to assets,
securities and/or instruments of the Company and/or persons and entities with relationships with the
Company and may also include swaps and other financial instruments entered into for hedging
purposes in connection with the Group’s loans and other debt.
In relation to the H Shares, those activities could include acting as agent for buyers and sellers
of the H Shares, entering into transactions with those buyers and sellers in a principal capacity,
including as a lender to initial purchasers of the H Shares (which financing may be secured by the
H Shares) in the Global Offering, proprietary trading in the H Shares, and entering into over the
counter or listed derivative transactions or listed and unlisted securities transactions (including
issuing securities such as derivative warrants listed on a stock exchange) which have as their
underlying assets, assets including the H Shares. Those activities may require hedging activity by
those entities involving, directly or indirectly, the buying and selling of the H Shares. All such
activities could occur in Hong Kong and elsewhere in the world and may result in the Syndicate
Members and their affiliates holding long and/or short positions in the H Shares, in baskets of
securities or indices including the H Shares, in units of funds that may purchase the H Shares, or
in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having
the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates
or agents) to act as a market maker or liquidity provider in the security, and this will also result in
hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period described
in “ Structure of the Global Offering .” Such activities may affect the market price or value of the
H Shares, the liquidity or trading volume in the H Shares and the volatility of the price of the H
Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager through its affiliates or any
person acting for it) must not, in connection with the distribution of the Offer Shares,
effect any transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise, with
a view to stabilizing or maintaining the market price of any of the Offer Shares at levels
other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members 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.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to us and our
affiliates for which such Syndicate Members or their respective affiliates have received or will
receive customary fees and commissions.
UNDERWRITING
– 292 –


--- page 303 ---
THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. China International Capital Corporation Hong Kong Securities Limited and
Deutsche Bank AG, Hong Kong Branch are the Joint Overall Coordinators of the Global Offering.
80,785,000 Offer Shares will be made available under the Global Offering comprising:
(a) the Hong Kong Public Offering of 4,039,400 H Shares (subject to reallocation) in Hong
Kong as described in the paragraph headed “— The Hong Kong Public Offering” below;
and
(b) the International Offering of an aggregate of initially 76,745,600 H Shares (subject to
reallocation, the Offer Size Adjustment Option and the Over-Allotment Option) outside
the United States in reliance on Regulation S, as described in the paragraph headed “—
The International Offering” below.
Investors may either:
(a) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(b) apply for or indicate an interest for International Offer Shares under the International
Offering, but may not do both.
The Offer Shares will represent approximately 15.20% of the total H 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. If the Offer Size Adjustment Option and
the Over-allotment Option are both exercised in full, the Offer Shares (including H Shares issued
pursuant to the full exercise of the Offer Size Adjustment Option and the Over-allotment Option)
will represent approximately 19.16% of the enlarged issued share capital of the Company
immediately following the completion of the Global Offering and the issue of Offer Shares pursuant
to the Offer Size Adjustment Option and the Over-allotment Option.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
The Company is initially offering 4,039,400 Offer Shares for subscription by the public in
Hong Kong at the Offer Price, representing approximately 5% of the total number of Offer Shares
initially available under the Global Offering. The number of Shares offered under the Hong Kong
Public Offering, subject to any reallocation of Offer Shares between the International Offering and
the Hong Kong Public Offering, will represent approximately 0.76% of the enlarged share capital
of the Company immediately following the completion of the Global Offering, assuming the Offer
Size Adjustment Option and the Over-Allotment Option are not exercised.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities which regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in the
paragraph headed “— Conditions of the Global Offering” below.
STRUCTURE OF THE GLOBAL OFFERING
– 293 –


--- page 304 ---
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis
of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for
by applicants. Such allocation could, where appropriate, consist of balloting, which would mean
that some applicants may receive a higher allocation than others who have applied for the same
number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may
not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Offer Shares initially available under the
Hong Kong Public Offering (after taking account of any reallocation referred to below) is to be
divided into two pools (with any odd lots being allocated to pool A), pool A and pool B. The Hong
Kong Offer Shares in pool A will be allocated on an equitable basis to valid applicants who have
applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million
(excluding the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction
levy payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable basis
to valid applicants who have applied for Hong Kong Offer Shares with an aggregate subscription
price of more than HK$5 million (excluding the brokerage, SFC transaction levy, Stock Exchange
trading fee and AFRC transaction levy payable) and up to the total value in pool B. Investors should
be aware that applications in pool A and applications in pool B may receive different allocation
ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are undersubscribed, such
unsubscribed Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that
other pool and be allocated accordingly. For the purpose of this paragraph only, the “price” for the
Offer Shares means the price payable on application therefore. 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 2,019,600 Hong
Kong Offer Shares, being approximately 50% of the 4,039,400 Hong Kong Offer Shares initially
available under the Hong Kong Public Offering are liable to be rejected.
Reallocation and Clawback
The allocation of the Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 and 18C.09 of
the Listing Rules requires a clawback mechanism to put in place which would have the effect of
increasing the number of Offer Shares under the Hong Kong Public Offering to a certain percentage
of the total number of Offer Shares offered under the Global Offering if certain prescribed total
demand levels are reached (“ Mandatory Reallocation ”):
(a) 4,039,400 Offer Shares available in the Hong Kong Public Offering, representing
approximately 5% of the Offer Shares initially available under the Global Offering;
in the event that the Hong Kong Offer Shares are fully subscribed or oversubscribed
(b) if the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 10 times or more but less than 50 times the number of Offer Shares initially
available for subscription under the Hong Kong Public Offering, then the Offer Shares
will be reallocated to the Hong Kong Public Offering from the International Offering
such that the total number of Offer Shares initially available under the Hong Kong
Public Offering will be 8,078,600 Offer Shares, representing approximately 10.00% of
the Offer Shares initially available under the Global Offering; and
(c) if the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 50 times or more of Offer Shares initially available for subscription under the
Hong Kong Public Offering, then the Offer Shares will be reallocated to the Hong Kong
STRUCTURE OF THE GLOBAL OFFERING
– 294 –


--- page 305 ---
Public Offering from the International Offering such that the total number of Offer
Shares initially available under the Hong Kong Public Offering will be 16,157,000 Offer
Shares, representing 20.00% of the Offer Shares initially available under the Global
Offering.
in the event that the Hong Kong Offer Shares are not fully subscribed
(e) If the Hong Kong Public Offering is not fully subscribed for, the Overall Coordinators
have the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the
International Offering, in such proportions as the Overall Coordinators deems
appropriate, and the Allocation Cap as defined in and stated under Chapter 4.14 of the
Guide for New Listing Applicants will not be triggered;
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 addition, the Overall Coordinators may reallocate the Offer Shares from the
International Offering to the Hong Kong Public Offering to satisfy valid applications under the
Hong Kong Public Offering.
In addition to any Mandatory Reallocation which may be required, the Overall Coordinators
(for themselves and on behalf of the Underwriters) may, at their discretion, reallocate Offer Shares
initially allocated for the International Offering to the Hong Kong Public Offering to satisfy valid
applications in pool A and pool B under the Hong Kong Public Offering. In the event that (i) the
International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully
subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offer
Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed
or oversubscribed as to less than 10 times of the number of Hong Kong Offer Shares initially
available under the Hong Kong Public Offering, and certain Offer Shares may be reallocated to the
Hong Kong Public Offering from the International Offering, so that the total number of the Offer
Shares available under the Hong Kong Public Offering will be increased to 8,078,600 Offer Shares,
representing approximately 10% of the Offer Shares initially available under the Hong Kong Public
Offering (before any exercise of the Offer Size Adjustment Option or the Over-Allotment Option),
in accordance with Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock
Exchange.
The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be
offered in the International Offering may, in certain circumstances, be reallocated between these
offerings at the discretion of the Overall Coordinators.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he is making the application have not applied for or taken up, or indicated an interest
for, and will not apply for or take up, or indicate an interest for, any Offer Shares under the
International Offering. Such applicant’s application in the International Offer is liable to be rejected
if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be).
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors.
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject
to application channels), the Offer Price of HK$17.00 per Offer Share in addition to the brokerage,
SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on each Offer
Share.
STRUCTURE OF THE GLOBAL OFFERING
– 295 –


--- page 306 ---
References in this Prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
Subject to the Offer Size Adjustment Option, the Over-Allotment Option and reallocation as
described above, the International Offering will consist of an offering of initially 76,745,600 H
Shares, representing approximately 95% of the total number of Offer Shares initially available
under the Global Offering and approximately 14.44% of the total H Shares in issue immediately
after the completion of the Global Offering, assuming the Offer Size Adjustment Option and the
Over-Allotment Option are not exercised.
Allocation
The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares in Hong Kong and other jurisdictions outside the United States only in reliance on
Regulation 144A/S. Professional investors generally include brokers, dealers, companies (including
fund managers) whose ordinary business involves dealing in shares and other securities and
corporate entities which regularly invest in shares and other securities. Allocation of Offer Shares
pursuant to the International Offering will be effected in accordance with the “book-building”
process described in the paragraph headed “— Pricing of the Global Offering” below and based on
a number of factors, including the level and timing of demand, the total size of the relevant
investor’s invested assets or equity assets in the relevant sector and whether or not it is expected
that the relevant investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares,
after the Listing. Such allocation is intended to result in a distribution of the Offer Shares on a basis
which would lead to the establishment of a solid professional and institutional shareholder base to
the benefit of the Company and the Shareholders as a whole. In addition, pursuant to Rule 18C.08
of the Listing Rules, at least 50% of the total number of shares offered in the Global Offering
(excluding any shares to be issued pursuant to the exercise of the Offer Size Adjustment Option and
the Over-allotment Option) will be taken up by independent price setting investors, as defined under
the Listing Rules, in the International Offering.
The Joint Overall Coordinators (on behalf of the Underwriters) may require any investor who
has been offered the Offer Shares under the International Offering, and who has made an application
under the Hong Kong Public Offering to provide sufficient information to the Joint Overall
Coordinators so as to allow them to identify the relevant application under the Hong Kong Public
Offering and to ensure that it is excluded from any application of Offer Shares under the
International Offering.
Reallocation and Clawback
The total number of Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of, amongst others, the clawback arrangement described in the paragraph
headed “— The Hong Kong Public Offering — Reallocation and Clawback” above, the exercise of
the Offer Size Adjustment Option and the Over-Allotment Option in whole or in part and/or any
reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering.
Offer Size Adjustment Option
In order to provide flexibility for the Overall Coordinators to increase the number of Offer
Shares available for purchase under the International Offering to cover additional market demand,
the Company is expected to grant to the International Underwriters the Offer Size Adjustment
Option, exercisable by the Overall Coordinators at their absolute discretion (on behalf of the
International Underwriters) on or before the second business day prior to the Listing Date and will
lapse immediately thereafter, to require the Company to allot and issue up to an aggregate of
12,117,600 additional H Shares, representing approximately 15% of the initial number of Offer
Shares offered under the Global Offering, at the Offer Price to cover any excess demand in the
International Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 296 –


--- page 307 ---
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 2.23% of our issued share capital immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not
exercised) and the full exercise of the Offer Size Adjustment Option.
In considering whether to exercise the Offer Size Adjustment Option, 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 H Shares
issued under the Global
Offering before the
exercise of the Offer
Size Adjustment Option
(“Original Subscribers”)
Approximate
percentage of total
issued share capital held
by the Original
Subscribers before the
exercise of the Offer
Size Adjustment Option
Number of H Shares
issued under the Global
Offering after the
exercise of the Offer
Size Adjustment Option
Approximate
percentage of total
issued share capital held
by the Original
Subscribers after the
exercise of the Offer
Size Adjustment Option
80,785,000 15.20% 92,902,600 14.86%
The Offer Size Adjustment Option will not be used for price stabilization purposes and will
not be subject to the provisions of the Securities and Futures (Price Stabilizing) Rules (Chapter
571W of the Laws of Hong Kong). The Offer Size Adjustment Option will be in addition to the
Over-allotment Option.
If the Offer Size Adjustment Option is exercised in full, the additional net proceeds received
from the placing of the additional Shares allotted and issued will be allocated in accordance with
the allocations as disclosed in the section headed “Future Plans and Use of Proceeds” in this
prospectus, on a pro rata basis.
The Company will disclose in its allotment results announcement if and to what extent the
Offer Size Adjustment Option has been exercised, or will confirm that if the Offer Size Adjustment
Option has not been exercised, it will lapse and cannot be exercised at any future date.
Over-Allotment Option
In connection with the Global Offering, the Company is expected to grant an Over-Allotment
Option to the International Underwriters exercisable by the Overall Coordinators on behalf of the
International Underwriters.
Pursuant to the Over-Allotment Option, the International Underwriters have the right,
exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any time
from the Listing Date until 30 days after the last date for the lodging of applications under the Hong
Kong Public Offering, to require the Company to issue up to an aggregate of 12,117,600 additional
Offer Shares at the Offer Price (representing in aggregate approximately 15% of the Offer Shares
initially being offered under the Global Offering assuming the Offer Size Adjustment Option is not
exercised at all) or up to an aggregate of 13,935,200 additional H Shares (representing
STRUCTURE OF THE GLOBAL OFFERING
– 297 –


--- page 308 ---
approximately 15% of the Offer Shares initially available under the Global Offering assuming the
Offer Size Adjustment Option is exercised in full) to, cover over allocations in the International
Offering, if any. If the Over-allotment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 2.23% of our issued share capital immediately
following the completion of the Global Offering and the exercise of the Over-allotment Option
(assuming the Offer Size Adjustment Option is not exercised), or approximately 2.50% of our issued
share capital immediately following the completion of the Global Offering and the exercise of the
Over-allotment Option (assuming the Offer Size Adjustment Option is exercised in full). In the
event that the Over-Allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market, during a specified period of time, to retard and, if possible, prevent, a decline in the market
price of the securities below the offer price. Such transactions may be effected in all jurisdictions
where it is permissible to do so, in each case in compliance with all applicable laws and regulatory
requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is
effected is not permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager through its affiliates or any
person acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any
other stabilizing transactions with a view to stabilizing or maintaining the market price of the H
Shares for a limited period after the Listing Date at a level higher than that which might otherwise
prevail in the open market. Short sales involve the sale by the Stabilizing Manager through its
affiliates of a greater number of H Shares than the Underwriters are required to purchase in the
Global Offering. “Covered” short sales are sales made in an amount not greater than the
Over-Allotment Option. The Stabilizing Manager through its affiliates may close out the covered
short position by either exercising the Over-Allotment Option to purchase additional H Shares or
purchasing H Shares in the open market. In determining the source of the H Shares to close out the
covered short position, the Stabilizing Manager through its affiliates will consider, among others,
the price of H Shares in the open market as compared to the price at which they may purchase
additional H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or retarding a decline in the market
price of the H Shares while the Global Offering is in progress. Any market purchases of the H
Shares may be effected on any stock exchange, including the Stock Exchange, any over-the-counter
market or otherwise, provided that they are made in compliance with all applicable laws and
regulatory requirements. However, there is no obligation on the Stabilizing Manager through its
affiliates or any person acting for it to conduct any such stabilizing action, which if taken, (a) will
be conducted at the absolute discretion of the Stabilizing Manager through its affiliates or any
person acting for it, (b) may be discontinued at any time, and (c) is required to be brought to an end
within 30 days after the last day for the lodging of applications under the Hong Kong Public
Offering. The number of Shares that may be over-allocated will not exceed the number of Shares
that may be sold under the Over-allotment Option, being 13,935,200 Shares (representing
approximately 15% of the Offer Shares available under the Global Offering assuming the Offer Size
Adjustment Option is exercised in full) or being 12,117,600 Shares (representing approximately
15% of the number of Offer Shares being offered initially under the Global Offering assuming the
Offer Size Adjustment Option is not exercised).
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and
Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and
Futures (Price Stabilizing) Rules include:
(a) over-allocating for the purpose of preventing or minimizing any reduction in the market
price of the H Shares;
STRUCTURE OF THE GLOBAL OFFERING
– 298 –


--- page 309 ---
(b) selling or agreeing to sell the H Shares so as to establish a short position in them for the
purpose of preventing or minimizing any deduction in the market price of the H Shares;
(c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred
pursuant to the exercise of the Over-Allotment Option in order to close out any position
established under (a) or (b) above;
(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of
preventing or minimizing any reduction in the market price of the H Shares;
(e) selling or agreeing to sell any H Shares to liquidate any position established as a result
of those purchases; and
(f) offering or attempting to do anything described in (b), (c), (d) and (e) above.
Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for
it, will be entered into in accordance with the laws, rules and regulations in place in Hong Kong
on stabilization.
Prospective applications for investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the H
Shares, the Stabilizing Manager through its affiliates, or any person acting for it, may
maintain a long position in the H Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager through
its affiliates, or any person acting for it, will maintain the long position is at the
discretion of the Stabilizing Manager through its affiliates and is uncertain;
(c) liquidation of any such long position by the Stabilizing Manager through its affiliates
and selling in the open market may lead to a decline in the market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilizing period, which begins on the Listing Date, and is expected to expire on the
30th day after the last day for the lodging of applications under the Hong Kong Public
Offering. After this date, when no further stabilizing action may be taken, demand for
the H Shares, and their market price, could fall after the end of the stabilizing period.
These activities by the Stabilizing Manager through its affiliates may stabilize, maintain
or otherwise affect the market price of the H Shares. As a result, the price of the H Shares
may be higher than the price that otherwise may exist in the open market;
(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any
person acting for it, may not necessarily result in the market price of the H Shares
staying at or above the Offer Price either during or after the stabilizing period; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be
made at a price at or below the Offer Price and therefore at or below the price paid by
applicants for, or investors in, the Offer Shares.
An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will
be made within seven days of the expiration of the stabilizing period.
STRUCTURE OF THE GLOBAL OFFERING
– 299 –


--- page 310 ---
PRICING OF THE GLOBAL OFFERING
The International Underwriters will be soliciting from prospective investor indications of
interest in acquiring International Offer Shares in the International Offering. Prospective
professional and institutional investors will be required to specify the number of International 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 around, the last day for lodging applications under the Hong Kong Public Offering.
The Offer Price will be HK$17.00 per Offer Share unless otherwise announced.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate,
based on the level of interest expressed by prospective professional and institutional investors
during the book-building process, and with the consent of the Company, reduce the number of Offer
Shares offered in the Global Offering that stated in this Prospectus at any time on or prior to the
morning of the last day for lodging applications under the Hong Kong Public Offering. In such a
case, the Company will, as soon as practicable following the decision to make such reduction, and
in any event not later than the morning of the day which is the last day for lodging applications
under the Hong Kong Public Offering, cause to be posted on the website of the Stock Exchange
(www.hkexnews.hk ) and on the website of the Company ( www.huayan-robotics.com ) notices of
the reduction. Upon issue of such a notice, the number of Offer Shares offered in the Global
Offering will be final and conclusive. 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 the Prospectus and any other financial information which may change materially as a result of
such reduction. Our Company will also, as soon as practicable following the decision to make such
change, issue a supplemental Prospectus updating investors of the change in the number of Offer
Shares being offered under the Global Offering. The Global Offering must first be canceled and
subsequently relaunched on FINI pursuant to the supplemental Prospectus.
Applicants should have regard to the possibility that any announcement of a reduction in the
number of Offer Shares being offered under the Global Offering may not be made until the day
which is the last day for lodging applications under the Hong Kong Public Offering. In the absence
of any such notice so published, the number of Offer Shares will not be reduced.
If there is any change to the offer size due to change in the number of Offer Shares initially
offered under the Global Offering (other than pursuant to the Offer Size Adjustment Option, the
Over-allotment Option and/or the reallocation mechanism as disclosed in this Prospectus), or if our
Company becomes aware that there has been a significant change affecting any matter contained in
this Prospectus or a significant new matter has arisen, the inclusion of information in respect of
which would have been required to be in this Prospectus if it had arisen before this Prospectus was
issued, after the issue of this Prospectus and before the commencement of dealings in our H Shares
as prescribed under Rule 11.13 of the Listing Rules, we are required to cancel the Global Offering,
issue a supplemental or new prospectus and relaunch the offering on FINI pursuant to the
supplemental or new prospectus.
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 allocation in the Hong Kong Public Offering are expected to be announced on Friday,
March 27, 2026 through a variety of channels in the manner described in the section headed “How
to apply for the Hong Kong Offer Shares — B. Publication of Results.”
STRUCTURE OF THE GLOBAL OFFERING
– 300 –


--- page 311 ---
HONG KONG UNDERWRITING AGREEMENT
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is conditional upon the International
Underwriting Agreement being signed and becoming unconditional.
Our Company expects to enter into the International Underwriting Agreement relating to the
International Offering on or around March 26, 2026.
These underwriting arrangements, and the respective Underwriting Agreements, are
summarized in the section headed “Underwriting.”
H SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS. If the Stock Exchange grants the listing of, and permission to deal in, the H Shares and
our Company complies with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the date of commencement of dealings in the H Shares on the Stock Exchange or any
other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange
is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(i) the Stock Exchange granting approval for the listing of, and permission to deal in, the
H Shares to be converted from Domestic Unlisted Shares and to be issued pursuant to
the Global Offering and such approval not having been withdrawn;
(ii) the execution and delivery of the International Underwriting Agreement on or around
Thursday, March 26, 2026; and
(iii) the obligations of the Underwriters under each of the respective Underwriting
Agreements becoming and remaining unconditional and not having been terminated in
accordance with the terms of the respective agreements.
In each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such dates and
times) and, in any event, not later than the date which is 30 days after the date of this Prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse
of the Hong Kong Public Offering will be published by the Company on the website of the Stock
Exchange ( www.hkexnews.hk ) and the website of the Company ( www.huayan-robotics.com )o n
the next day following such lapse. In such event, all application monies will be returned, without
interest, on the terms set out in the section headed “How to apply for the Hong Kong Offer Shares.”
STRUCTURE OF THE GLOBAL OFFERING
– 301 –


--- page 312 ---
In the meantime, all application monies will be held in (a) separate bank account(s) with the
receiving banker or other licensed bank(s) in Hong Kong licensed under the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) (as amended).
H Share certificates for the Offer Shares only become valid evidence of title at 8:00 a.m. on
Monday, March 30, 2026 provided that (i) the Global Offering has become unconditional in all
respects and (ii) the right of termination as described in the section headed “Underwriting —
Underwriting arrangements and expenses — The Hong Kong Public Offering — Grounds for
Termination” has not been exercised at or before that time.
DEALING IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Monday, March 30, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, March 30, 2026. The H Shares will be traded in
board lots of 200 H Shares each and the stock code of the H Shares will be 1021.
STRUCTURE OF THE GLOBAL OFFERING
– 302 –


--- page 313 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and our website at www.huayan-robotics.com.
The contents of this Prospectus are identical to the Prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the HK eIPO White Form service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s)
for whose benefit you are applying for:
 are an existing Shareholder or close associates;
 are a Director or any of his/her close associates; 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 Friday, March 20, 2026
and end at 12:00 noon on Wednesday, March 25, 2026 (Hong Kong time).
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 303 –


--- page 314 ---
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application
Channel Platform Target Investors Application Time
HK eIPO White
Form service /H1118
www.hkeipo.hk Applicants who would
like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Friday, March 20,
2026 to 11:30 a.m.
on Wednesday,
March 25, 2026,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Wednesday,
March 25, 2026,
Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118
Y our broker or
custodian who is a
HKSCC Participant
will submit an EIPO
application on your
behalf through
HKSCC’s FINI
system in
accordance with
your instruction
Applicants who would
not like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last
day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment
in respect of any application instructions given by you or for your benefit through the HK eIPO
White Form service to make an application for Hong Kong Offer Shares, an actual application shall
be deemed to have been made. If you are a person for whose benefit the electronic application
instructions are given, you shall be deemed to have declared that only one set of electronic
application instructions has been given for your benefit. If you are an agent for another person, you
shall be deemed to have declared that you have only given one set of electronic application
instructions for the benefit of the person for whom you are an agent and that you are duly authorized
to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under HK eIPO White Form
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 304 –


--- page 315 ---
If you apply through the HK eIPO White Form service, you are deemed to have authorized
the HK eIPO White Form Service Provider to apply on the terms and conditions in this Prospectus,
as supplemented and amended by the terms and conditions of HK eIPO White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you jointly
and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on
your behalf and to do on your behalf all the things stated in this Prospectus and any supplement to
it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this Prospectus.
3. Information Required to Apply
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. Legal entity identifier (“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 HK eIPO White Form service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong Address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number
of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’
names.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 305 –


--- page 316 ---
2. The applicant’s full name as shown on their identity document must be used 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 shares in a public offer. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Joint 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.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 H Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on
application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong Offer Shares are available for application in
specified board lot sizes only. Please refer to the amount
payable associated with each specified board lot size in the
table below.
The Offer Price is HK$17.00 per Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application, in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in
Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 306 –


--- page 317 ---
By instructing your broker or custodian to apply for the Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
Channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to arrange
payment of the Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at the
Designated Bank for your broker or custodian.
If you are applying through the HK eIPO White Form
service, you may refer to the table below for the amount
payable for the number of H Shares you have selected. Y ou
must pay the respective amount payable on application in full
upon application for Hong Kong Offer Shares.
No. of Hong
Kong Offer
Shares
applied for
Amount
payable
(2)
on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable
(2)
on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable
(2)
on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Amount
payable
(2)
on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,434.29 4,000 68,685.78 60,000 1,030,286.70 800,000 13,737,156.00
400 6,868.57 5,000 85,857.23 70,000 1,202,001.16 900,000 15,454,300.50
600 10,302.88 6,000 103,028.66 80,000 1,373,715.60 1,000,000 17,171,445.00
800 13,737.16 7,000 120,200.11 90,000 1,545,430.06 1,500,000 25,757,167.50
1,000 17,171.45 8,000 137,371.55 100,000 1,717,144.50 2,019,600
(1) 34,679,450.33
1,200 20,605.73 9,000 154,543.00 200,000 3,434,289.00
1,400 24,040.02 10,000 171,714.46 300,000 5,151,433.50
1,600 27,474.31 20,000 343,428.90 400,000 6,868,578.00
1,800 30,908.61 30,000 515,143.36 500,000 8,585,722.50
2,000 34,342.89 40,000 686,857.80 600,000 10,302,867.00
3,000 51,514.34 50,000 858,572.26 700,000 12,020,011.50
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong
Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application
channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange trading fee and
the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of the Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Applications for Hong Kong Offer Shares
— 3. Information Required to Apply” in this section. If you are suspected of submitting or cause
to submit more than one application, all of your applications will be rejected.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 307 –


--- page 318 ---
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or
the person(s) for whose benefit you have made the application shall not apply for any Offer Shares.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to the
Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice
Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things
on your behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Joint Overall Coordinators, as our agents, to execute any documents for you and to do
on your behalf all things necessary to register any Hong Kong Offer Shares allocated to
you in your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this Prospectus and the designated website of the HK eIPO White
Form service (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this
Prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Joint Sponsors, the Joint Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, the Underwriters, their respective directors, officers, employees,
partners, agents, advisors and any other parties involved in the Global Offering (the
“Relevant Persons ”), the H Share Registrar and HKSCC will not be liable for any
information and representations not in this Prospectus and any supplement to it;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 308 –


--- page 319 ---
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “— G. Personal Data — 3. Purposes and 4.
Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this Prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by 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;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Joint Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong Kong
Offer Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 309 –


--- page 320 ---
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the HK eIPO White
Form service or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC or the HK eIPO White Form
Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel :
Website /H1118/H1118/H1118/H1118/H1118From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function.
The full list of (i) wholly or partially
successful applicants using the HK eIPO
White Form service and HKSCC EIPO
channel, and (ii) the number of Hong Kong
Offer Shares conditionally allotted to them,
among other things, will be displayed at
www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result .
24 hours, from 11:00 p.m.
on Friday, March 27,
2026 to 12:00 midnight
on Thursday, April 2,
2026 (Hong Kong time)
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.huayan-robotics.com which will
provide links to the above mentioned
websites of the H Share Registrar.
No later than 11:00 p.m.
on Friday, March 27,
2026 (Hong Kong time)
Telephone /H1118/H1118/H1118+852 3691 8488 — the allocation results
telephone enquiry line provided by the H
Share Registrar
between 9:00 a.m. and
6:00 p.m., from
Monday, March 30,
2026 to Thursday,
April 2, 2026, (Hong
Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Thursday, March 26, 2026 (Hong Kong time).
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 310 –


--- page 321 ---
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Thursday, March 26, 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 level of indications of interest in the Global Offer,
the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong
Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.huayan-robotics.com by no later than 11:00 p.m. on Friday, March 27, 2026 (Hong Kong
time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Joint Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Joint Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
–3 1 1–


--- page 322 ---
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 Global Offer. Hong Kong Offer Shares applied for by
you through the broker or custodian may be affected to the extent of the settlement failure. In the
extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement
failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and
HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money
settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will be
issued for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, March
30, 2026 (Hong Kong time), provided that the Global Offer 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.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate (1)
For application of
1,000,000 Hong
Kong Offer Shares
or more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the H
Share Registrar, Tricor Investor
Services Limited at 17/F, Far East
Finance Centre, 16 Harcourt
Road, Hong Kong
Time: from 9:00 a.m. to 1:00 p.m.
on Monday, March 30, 2026
(Hong Kong time)
H Share certificate(s) will
be issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account. No action by
you is required
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 312 –


--- page 323 ---
HK eIPO White Form service HKSCC EIPO channel
If you are an individual, you must
not authorise any other person to
collect for you. If you are a
corporate applicant, your
authorised representative must
bear a letter of authorization from
your corporation stamped with
your corporation’s chop.
Both individuals and authorised
representatives must produce, at
the time of collection, evidence of
identity acceptable to the H Share
Registrar.
Note: If you do not collect your H
Share certificate(s) personally
within the time above, it/they will
be sent to the address specified in
your application instructions by
ordinary post at your own risk
For application of less
than 1,000,000 Hong
Kong Offer Shares /H1118
Y our H Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Date: Friday, March 27, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Monday, March 30, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
HK eIPO White Form e-Auto
Refund payment instructions to
your designated bank account
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be despatched
to in favour of the applicant (or,
in the case of joint applications,
the first-named applicant) the
address as specified in your
application instructions by
ordinary post at your own risk
Note:
(1) Except in the event of Bad Weather Signals (as defined below) in force in Hong Kong in the morning on Friday,
March 27, 2026 rendering it impossible for the relevant H 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 H Share certificates in accordance with the contingency arrangements as agreed between them.
Y ou may refer to “— E. Bad Weather Arrangements” in this section.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 313 –


--- page 324 ---
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, March 25, 2026 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “ Bad Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, March 25,
2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have Bad Weather Signals in force at any time between 9:00 a.m.
and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this Prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.huayan-robotics.com of the revised timetable.
If a Bad Weather Signal is hoisted on Friday, March 27, 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 Monday, March 30, 2026.
If a Bad Weather Signal is hoisted on Friday, March 27, 2026, for application of less than
1,000,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by
ordinary post when the post office re-opens after the Bad Weather Signal is lowered or cancelled
(e.g. in the afternoon of Friday, March 27, 2026 or on Monday, March 30, 2026.
If a Bad Weather Signal is hoisted on Monday, March 30, 2026, for application of 1,000,000
Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in
person at the H Share Registrar’s office after the Bad Weather Signal is lowered or cancelled (e.g.
in the afternoon of Monday, March 30, 2026 or on Tuesday, March 31, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares or any other date HKSCC
chooses. Settlement of transactions between Exchange Participants is required to take place in
CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 314 –


--- page 325 ---
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 advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into
or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully
applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto
Refund payment instruction(s), where applicable, verification of compliance with the
terms and application procedures set out in this Prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 315 –


--- page 326 ---
 establishing benefit entitlements of holders of the H Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which applicants
and holders of the H Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 the Company’s appointed agents such as financial advisers, receiving banks and overseas
principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the Hong
Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations, including for the purpose of the
Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its
statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have or
propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the
personal data were collected. Personal data which is no longer required will be destroyed or dealt
with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong
Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. The Company and the H Share Registrar have the right to charge
a reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to the Company and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate Information” in this Prospectus or as notified from time
to time, for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 316 –


--- page 327 ---
The following is the text of a report, prepared for the purpose of incorporation in this
prospectus, received from the independent reporting accountants, Ernst & Young, Certified
Public Accountants, Hong Kong.
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎ 27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF GUANGDONG HUAYAN ROBOTICS CO., LTD., CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED
AND DEUTSCHE SECURITIES ASIA LIMITED
INTRODUCTION
We report on the historical financial information of Guangdong Huayan Robotics Co.,
Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-87,
which comprises the consolidated statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years
ended 31 December 2022, 2023 and 2024, and the nine months ended 30 September 2025 (the
“Relevant Periods”), and the consolidated statements of financial position of the Group and the
statements of financial position of the Company as at 31 December 2022, 2023 and 2024 and
30 September 2025 and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial
Information set out on pages I-4 to I-87 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of the Company dated 20 March 2026 (the
“Prospectus”) in connection with the initial listing of the shares of the Company on the Main
Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
DIRECTORS’ RESPONSIBILITY FOR THE HISTORICAL FINANCIAL
INFORMATION
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
REPORTING ACCOUNTANTS’ RESPONSIBILITY
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 328 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
OPINION
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2022, 2023 and 2024 and 30 September 2025 and of the financial
performance and cash flows of the Group for each of the Relevant Periods in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
Review of interim comparative financial information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the nine months ended 30
September 2024 and other explanatory information (the “Interim Comparative Financial
Information”). The directors of the Company are responsible for the preparation and
presentation of the Interim Comparative Financial Information in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information. Our responsibility is to
express a conclusion on the Interim Comparative Financial Information based on our 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 issued by the HKICPA. A review 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. Based on our review, nothing has come to our
attention that causes us to believe that the Interim Comparative Financial Information, for the
purposes of the accountants’ report, is not prepared, in all material respects, in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 329 ---
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Certified Public Accountants
Hong Kong
20 March 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 330 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 331 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 109,442 175,380 310,441 206,224 280,880
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,436) (125,150) (204,008) (136,988) (175,328)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,006 50,230 106,433 69,236 105,552
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 13,450 105,596 15,372 12,904 10,090
Selling and distribution expenses /H1118/H1118 (31,944) (60,450) (41,941) (30,146) (39,315)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,740) (45,997) (12,543) (9,662) (43,727)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(55,432) (85,656) (47,283) (33,894) (50,978)
(Provision for)/reversal of
impairment losses on
financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,828) 688 (72) (94) 41
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,735) (3,443) (3,043) (709) (564)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (644) (515) (214) (169) (287)
(LOSS)/PROFIT BEFORE TAX /H1118/H1118/H11187 (84,867) (39,547) 16,709 7,466 (19,188)
Income tax credit/(expense) /H1118/H1118/H1118/H1118/H111810 1,501 41,442 1,160 1,571 3,600
(LOSS)/PROFIT FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79,528) 3,451 17,869 9,037 (15,588)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118(3,838) (1,556) – – –
(83,366) 1,895 17,869 9,037 (15,588)
(LOSSES)/EARNINGS PER
SHARE A TTRIBUTABLE TO
ORDINARY EQUITY
HOLDERS OF THE PARENT 12
Basic and diluted (RMB per
share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.18) 0.01 0.04 0.02 (0.04)
(LOSS)/PROFIT FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,366) 1,895 17,869 9,037 (15,588)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 332 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
OTHER COMPREHENSIVE
(LOSS)/INCOME
Other comprehensive (loss)/income
that may be reclassified to profit
and loss in subsequent periods:
Exchange differences:
Exchange differences on translation
of foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) 194 325 19 (203)
TOTAL COMPREHENSIVE
(LOSS)/INCOME FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,368) 2,089 18,194 9,056 (15,791)
Attributable to:
Owners of the company /H1118/H1118/H1118/H1118/H1118/H1118(79,530) 3,645 18,194 9,056 (15,791)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118(3,838) (1,556) – – –
(83,368) 2,089 18,194 9,056 (15,791)
For the details of Pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 333 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H111813 14,419 12,605 14,332 16,882
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 8,524 6,287 4,206 16,179
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111814 2,575 1,866 1,452 2,252
Investment in a joint venture /H1118/H111817 ––– –
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 4,464 45,906 47,066 50,666
Prepayments, deposits and other
receivables – non-current /H1118/H1118/H111821 1,075 430 1,964 2,123
Time deposits with original
maturity of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 – – 61,852 107,120
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H111831,057 67,094 130,872 195,222
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 87,994 110,716 127,978 140,374
Trade and bills receivables /H1118/H1118/H1118/H111820 47,959 69,692 111,646 134,565
Prepayments, deposits and
other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 134,276 73,176 38,506 23,328
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H111822 119,552 75,261 31,047 42,607
Financial assets at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 3,782 776 1,334 3,834
Time deposits with original
maturity of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 30,471 80,024 54,624 39,114
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H111824 – – 36 36
Cash and cash equivalents /H1118/H1118/H1118/H111824 36,328 107,476 120,520 101,151
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118460,362 517,121 485,691 485,009
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 25,375 48,973 70,803 92,114
Other payables and accruals /H1118/H1118/H111826 33,729 38,116 36,640 37,577
Interest-bearing bank loans /H1118/H1118/H1118/H111827 10,000 – – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,684 2,068 2,121 3,525
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 7,016 10,646 6,894 4,383
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 606 768 1,094 1,285
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118
79,410 100,571 117,552 138,884
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118380,952 416,550 368,139 346,125
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118/H1118/H1118 412,009 483,644 499,011 541,347
For the details of Pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 334 ---
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 421 168 427 199
Lease Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 6,595 5,411 2,325 13,055
Total non-current liabilities /H1118/H1118/H1118/H1118/H11187,016 5,579 2,752 13,254
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,993 478,065 496,259 528,093
EQUITY
Equity attributable to owners
of the parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – – – 90,139
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 86,533 86,533 86,533 –
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 318,314 391,532 409,726 437,954
404,847 478,065 496,259 528,093
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H11181 4 6–– –
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,993 478,065 496,259 528,093
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 335 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Attributable to owners of the parent
Paid-in
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Exchange
fluctuation
reserve Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 32) (note 33)
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827 167,075 (350,889) – 471,546 984 472,530
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (79,528) – (79,528) (3,838) (83,366)
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (2) (2) – (2)
Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118– – – (79,528) (2) (79,530) (3,838) (83,368)
Equity-settled share award expense
(note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,238 – – 13,238 – 13,238
Forfeited share award (note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (407) – – (407) – (407)
Capital contribution by non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 3,000 3,000
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827* 179,906* (430,417)* (2)* 404,847 146 404,993
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 336 ---
Y ear ended 31 December 2023
Attributable to owners of the parent
Paid-in
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Exchange
fluctuation
reserve Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 32) (note 33)
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827 179,906 (430,417) (2) 404,847 146 404,993
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 3,451 – 3,451 (1,556) 1,895
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 194 194 – 194
Total comprehensive income for the year /H1118/H1118/H1118 – – – 3,451 194 3,645 (1,556) 2,089
Equity-settled share award expense
(note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 70,524 – – 70,524 – 70,524
Forfeited share award (note 33) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (951) – – (951) – (951)
Disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – 1,410 1,410
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827* 249,479* (426,966)* 192* 478,065 – 478,065
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 337 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Paid-in
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Exchange
fluctuation
reserve Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 32) (note 33)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827 249,479 (426,966) 192 478,065
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 17,869 – 17,869
Exchange differences on translation of foreign operations /H1118/H1118 –––– 3 2 5 3 2 5
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 17,869 325 18,194
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827* 249,479* (409,097)* 517* 496,259
Nine months ended 30 September 2024
Attributable to owners of the parent
Paid-in
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Exchange
fluctuation
reserve Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 32) (note 33)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827 249,479 (426,966) 192 478,065
Profit for the period (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 9,037 – 9,037
Exchange differences on translation of foreign operations
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1 9 1 9
Total comprehensive income for the period (unaudited) /H1118/H1118/H1118/H1118– – – 9,037 19 9,056
As at 30 September 2024 (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533 568,827 249,479 (417,929) 211 487,121
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 338 ---
Nine months ended 30 September 2025
Attributable to owners of the parent
Share capital
Paid-in
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Exchange
fluctuation
reserve Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 31) (note 31) (note 32) (note 33)
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 86,533 568,827 249,479 (409,097) 517 496,259
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (15,588) – (15,588)
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (203) (203)
Total comprehensive loss for the period /H1118/H1118/H1118/H1118/H1118–––– (15,588) (203) (15,791)
Conversion into a joint stock company /H1118/H1118/H1118/H1118/H1118/H111886,533 (86,533) –––––
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,606 – 19,36 7––– 22,973
Equity-settled share award expense (note 33) /H1118 – – – 24,652 – – 24,652
As at 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,139 – 588,194* 274,131* (424,685)* 314* 528,093
* The reserve accounts comprised the consolidated reserves of RMB318,314,000, RMB391,532,000, RMB409,726,000 and RMB437,954,000 in the consolida ted statements of
financial position as at 31 December 2022, 2023 and 2024 and 30 September 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 339 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM
OPERA TING ACTIVITIES
(Loss)/profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84,867) (39,547) 16,709 7,466 (19,188)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 644 515 214 169 287
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,250) (1,508) (1,987) (1,652) (1,165)
Loss on disposal of items of
property, plant and equipment /H1118/H11187 23 117 – – 23
Gain on early termination of
a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 – (362) – – (30)
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 3,346 4,373 5,306 4,211 4,116
Depreciation of right-of-use assets /H11187 2,771 2,433 2,081 1,561 2,785
Amortisation of intangible assets /H1118/H11187 652 709 739 518 642
Impairment/(reversal of
impairment) of trade receivables /H11187 1,575 (909) (184) 172 697
Impairment of other receivables /H1118/H1118/H11187 253 221 257 (78) (738)
Gain on disposal of subsidiaries /H1118/H11185 – (12,835) – – –
Gain on disposal of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 – (78,579) – – –
Write-down of inventories to net
realisable value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 14,117 648 4,251 5,669 3,483
Investment income from wealth
management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (3,827) (1,136) (1,932) (722) (344)
Investment income from time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (471) (1,394) (3,371) (2,210) (2,652)
Fair value gains on financial assets
at fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (2,101) (471) (47) (553) (480)
Foreign exchange losses/(gains),
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118307 172 (582) 1,339 (508)
Equity-settled share-based
payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 12,831 69,573 – – 24,652
(55,997) (57,980) 21,454 15,890 11,580
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 340 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,224) (26,440) (21,513) (28,682) (17,210)
Increase in restricted bank
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (36) – –
Increase in trade and bills
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,240) (29,362) (66,379) (21,856) (49,063)
(Increase)/decrease in prepayments,
deposits and other receivables /H1118/H1118 (35,316) (5,938) 32,595 25,438 (1,993)
(Decrease)/increase in trade
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,715) 40,280 48,344 33,336 42,203
Increase/(decrease) in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,030 12,323 (369) (4,752) (175)
Increase/(decrease) in contract
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,783 5,750 (3,752) (2,801) (2,511)
(Increase)/decrease in financial
assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,782) 3,006 (558) 133 (2,500)
Increase/(decrease) in provision for
product warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175 162 326 358 191
Cash generated (used in)/from
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(154,286) (58,199) 10,112 17,064 (19,478)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118826 952 1,805 1,448 1,165
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Net cash flows (used in)/from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(153,460) (57,247) 11,917 18,512 (18,313)
continued/...
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 341 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchases of items of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,376) (3,791) (9,960) (5,361) (6,297)
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118(1,044) – (325) – (1,442)
Proceeds from disposal of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 905 286 47 1,255
(Decrease)/increase in deferred
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(253) (253) 259 335 (228)
Purchase of financial assets at fair
value through profit or loss /H1118/H1118/H1118/H1118(117,451) (131,290) (336,305) (246,100) (192,750)
Disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 – 580 95 95 6,555
Disposal of a joint venture /H1118/H1118/H1118/H1118/H1118/H1118 – 74,98 2–––
Purchase of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,000) (78,832) (113,105) (102,839) (37,106)
Proceeds from disposal of time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 30,673 80,024 80,024 10,000
Proceeds from disposal of financial
assets at fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118371,479 177,188 382,498 233,127 182,014
Advances of loans to Neura
Robotics GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(49,509) (22,482) – – –
Repayment of loans from Neura
Robotics GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 92,842 – – 19,194
Net cash flows from/(used in)
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,858 140,522 3,467 (40,672) (18,805)
CASH FLOWS FROM
FINANCING ACTIVITIES
New bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,00 0––––
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (10,000) – – –
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (212) – – –
Proceeds from issue of shares /H1118/H1118/H111831 –––– 22,973
Capital contribution of a subsidiary
from a non-controlling
shareholder /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,00 0––––
Payment for listing expenses /H1118/H1118/H1118/H1118 –––– (2,648)
Payments of lease liabilities /H1118/H1118/H1118/H1118/H1118(2,994) (1,937) (3,247) (2,678) (2,881)
Net cash flows from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,858 (12,149) (3,247) (2,678) 17,444
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 342 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
NET INCREASE/(DECREASE) IN
CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,256 71,126 12,137 (24,838) (19,674)
Cash and cash equivalents at
beginning of year/period /H1118/H1118/H1118/H1118/H1118/H111816,381 36,328 107,476 107,476 120,520
Effect of foreign exchange rate
changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(309) 22 907 (1,261) 305
CASH AND CASH
EQUIV ALENTS A T END OF
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,328 107,476 120,520 81,377 101,151
ANAL YSIS OF BALANCES OF
CASH AND CASH
EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 36,328 29,550 96,906 31,866 101,151
Non-pledged time deposits with
original maturity of less than
three months when acquired /H1118/H1118/H1118/H111824 – 77,926 23,614 49,511 –
Cash and cash equivalents as stated
in the consolidated statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 36,328 107,476 120,520 81,377 101,151
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 343 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H111813 13,013 11,856 12,186 15,297
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 8,524 6,287 4,206 13,576
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111814 2,575 1,866 1,452 2,252
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 4,464 45,906 47,066 50,666
Investments in subsidiaries /H1118/H1118/H1118/H111816 180,765 187,901 233,853 262,332
Investment in a joint venture /H1118/H111817 ––– –
Time deposits with original
maturity of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 – – 61,852 107,120
Prepayment, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 1,075 430 1,963 2,123
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118210,416 254,246 362,578 453,366
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 82,549 110,345 126,474 138,858
Trade and bills receivables /H1118/H1118/H1118/H111820 54,555 65,332 115,075 137,756
Prepayments, deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 131,805 93,500 52,415 73,213
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H111822 5,544 75,261 31,047 42,607
Financial assets at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 3,782 776 1,334 3,834
Time deposits with original
maturity of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 30,471 58,105 54,624 39,114
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H111824 – – 36 36
Cash and cash equivalents /H1118/H1118/H1118/H111824 32,492 104,885 91,522 53,769
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118341,198 508,204 472,527 489,187
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 24,240 48,369 70,310 82,395
Other payables and accruals /H1118/H1118/H111826 78,298 175,130 207,553 230,120
Interest-bearing loans and
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 10,000 – – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,684 2,068 2,121 2,331
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 3,513 9,669 6,560 4,173
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118543 701 1,048 1,413
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 344 ---
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118119,278 235,937 287,592 320,432
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118221,920 272,267 184,935 168,755
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118/H1118/H1118 432,336 526,513 547,513 622,121
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 421 168 427 199
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 6,595 5,411 2,325 11,642
Total non-current liabilities /H1118/H1118/H1118/H1118 7,016 5,579 2,752 11,841
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,320 520,934 544,761 610,280
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – – – 90,139
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 86,533 86,533 86,533 –
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 338,787 434,401 458,228 520,141
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,320 520,934 544,761 610,280
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 345 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a joint stock company with limited liability incorporated in Shenzhen, People’s Republic of
China (the “PRC”). The registered office address of the Company is 1101, Building 9, Haichuang Dazu Robot
Intelligent Manufacturing Center, No. 3 Erzhi Industrial Avenue, Xihai Village, Beijiao Town, Shunde District,
Foshan City, Guangdong Province, the PRC.
During the Relevant Periods, the Group was principally engaged in the research and development,
manufacturing and commercialization of intelligent robots.
During the Relevant Periods, Mr. Wang Guangneng is considered to be the largest shareholder, who held
approximately 24.18% of interest in the issued shares of the Company directly and indirectly.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics
to a private company incorporated in Hong Kong), the particulars of which are set out below:
Name
Place and date of
registration and
place of operations
Registered share
capital
Percentage of equity
attributable to
the Company
Principal activitiesDirect Indirect
Guangdong Jiutian Power
Technology Co., Ltd.
ʮ̡*
(note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
24 September
2020
RMB10,000,000 100% – Research and
development,
manufacture and
sale of robots
Shenzhen Huayan Robotics
Technology Co., Ltd. ଉέ̹
ʮ̡*
(note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
9 June 2021
RMB150,000,000 100% – Sale of products
Huayan Robotics (Tianjin)
Co., Ltd.ዚኜɛ(ݵ)Ϟ
ʮ̡* (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
14 December
2020
RMB1,000,000 100% – Sale of products
Huayan Robotics (Jiangsu)
Co., Ltd.ዚኜɛ(Ϫᘽ)Ϟ
ʮ̡* (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
27 April 2022
RMB50,000,000 100% – Sale of products
Huayan Robotics (Foshan)
Co., Ltd.ዚኜɛ(Нʆ)Ϟ
ʮ̡* (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
1 November
2022
RMB1,000,000 100% – Sale of products
Huayan Robotics (HK)
Limited.ዚኜɛ(ಥ)Ϟ
ʮ̡ (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong
12 January
2022
HKD12,000,000 100% – Sale of products
Huayan Robotics America Inc.
(note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The United States
16 April 2024
USD300,000 100% – Sale of products
Huayan (Guangzhou) Robotics
Co., Ltd.ض(ᄿψ)ዚኜɛϞ
ʮ̡* (note (a) ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chinese Mainland
6 June 2025
RMB2,000,000 100% – Sale of products
* The English names of these companies registered in the PRC represent the best effort made by the
directors of the Company to translate the Chinese names as these companies have not been registered
with any official English names.
Note:
(a) As at the date of this report, no audited financial statements have been prepared for these entities for
the Relevant Periods as these entities were not subject to any statutory audit requirements under the
relevant rules and regulations in the jurisdictions of incorporation or newly incorporated.
(b) The statutory financial statements of this entity for the period from 12 January 2022 (date of
incorporation) to 31 December 2024 prepared in accordance with the Hong Kong Small and
Medium-sized Entity Financial Reporting Standards (“SME-FRS”) issued by the HKICPA, were audited
by Conpak CPA Limited, certified public accountants registered in Hong Kong.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 346 ---
2.1 BASIS OF PREPARATION
For ordinary shares issued to Pre-IPO investors, pursuant to the supplemental agreements entered into between
the Company and the Pre-IPO Investors in relation to the termination of certain of special rights granted by the
Company, including redemption rights and liquidation preferences, which are void ab initio as described in note 31
to this report, having taking into account the legal and regulatory framework of the Company’s jurisdiction and the
governing law of the supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO
Investments as equity throughout the Track Record Period. For the details of financial impacts, see note 31 of this
report.
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all standards and interpretations as issued by the International Accounting Standards Board (“IASB”). All
IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025, together with the
relevant transitional provisions, have been adopted by the Group in the preparation of the Historical Financial
Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention except for certain
financial instruments which have been measured at fair value at the end of each of the Relevant Periods.
Basis of consolidation
The Historical Financial Information includes the financial information of the Company and its subsidiaries
for the Relevant Periods. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by
the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights
that give the Group the current ability to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial information of the subsidiaries is prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment
retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised
in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis
as would be required if the Group had directly disposed of the related assets or liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 347 ---
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and revised IFRS Accounting Standards, that have been issued
but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and revised
IFRS Accounting Standards, if applicable, when they become effective.
Amendments to IFRS 10
and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Sale or Contribution of Assets between an Investor and its Associate or
Joint V enture
1
Amendments to IFRS 9
and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to the Classification and Measurement of Financial
Instruments 2
Amendments to IFRS 9 and
IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Contract Referencing Nature-dependent Electricity 2
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements 3
IFRS 19 and its amendments /H1118/H1118Subsidiaries without Public Accountability: Disclosures 3
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 3
Annual Improvements to IFRS
Accounting Standards –
V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
2
1 No mandatory effective date yet determined but available for adoption
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual/reporting periods beginning on or after 1 January 2027
The Group is in the process of making a detailed assessment of the impact of these new and revised IFRS
Accounting Standards upon initial application. So far, the Group considers that these new and revised IFRS
Accounting Standards, except for IFRS 18, may result in changes in certain accounting policies and no significant
impact on the Group’s financial performance and financial position is expected in the period of initial application.
The application of IFRS 18 is not expected to have material impact on the financial position of the Group but is
expected to affect the presentation of the statement of profit or loss and statement of cash flows and disclosures in
the future financial information. The Group will continue to assess the impact of IFRS 18 on the Group’s financial
information.
2.3 MATERIAL ACCOUNTING POLICIES
Investments in a joint venture
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control.
The Group’s investment in a joint venture is stated in the consolidated statement of financial position at the
Group’s share of net assets under the equity method of accounting, less any impairment losses. Adjustments are made
to bring into line any dissimilar accounting policies that may exist. The Group’s share of the post-acquisition results
and other comprehensive income of a joint venture is included in profit or loss respectively. In addition, when there
has been a change recognised directly in the equity of a joint venture, the Group recognises its share of any changes,
when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from
transactions between the Group and the joint venture are eliminated to the extent of the Group’s investment in the
joint venture, except where unrealised losses provide evidence of an impairment of the assets transferred. Goodwill
arising from the acquisition of a joint venture is included as part of the Group’s investment in a joint venture.
Upon loss of joint control over the joint venture, the Group measures and recognises any retained investment
at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the
fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 348 ---
Fair value measurement
The Group measures its certain financial instruments at fair value at the end of each of the Relevant Periods.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or
liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The
principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability
is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Leve l 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Leve l 2 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
Leve l 3 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on
the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the Relevant
Periods.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for a non-financial asset is
required (other than inventories, deferred tax assets and financial assets), the asset’s recoverable amount is estimated.
An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less
costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets, in which case the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate asset (e.g.,
a headquarters building) is allocated to an individual cash-generating unit if it can be allocated on a reasonable and
consistent basis or, otherwise, to the smallest group of cash-generating units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the
recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed
only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to
an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation)
had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited
to profit or loss in the period in which it arises.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 349 ---
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as
follows:
Leasehold improvements Shorter of remaining lease terms and estimated useful lives
Machinery and equipment 9.5% to 19.2%
Furniture and fixtures 6.1% to 19.4%
Motor vehicles 14.3% to 19.0%
Electronic equipment 4.9% to 32.0%
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 350 ---
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives
and the depreciation method are reviewed, and adjusted if appropriate, at least at end of each of the Relevant Periods.
An item of property, plant and equipment including any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified
to the appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible
assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over
the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at end of each of the Relevant Periods.
Intangible assets are amortized on the straight-line basis over the following useful economic lives:
Software 3 to 5 years
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets as follows:
Buildings 2 to 6 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 351 ---
(b) Lease liabilities
Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term
reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on
an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment
occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a
change in an index or rate) or a change in assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of employee dormitory
(that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a
purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment
that are considered to be of low value. Lease payments on short-term leases and leases of low-value assets are
recognised as an expense on a straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has applied the practical expedient of not
adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair
value plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue
recognition” below.
In order for a financial asset to be classified and measured at amortized cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 352 ---
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign exchange
revaluation and impairment losses or reversals are recognised in profit or loss and computed in the same manner as
for financial assets measured at amortised cost. The remaining fair value changes are recognised in other
comprehensive income. Upon derecognition, the cumulative fair value change recognised in other comprehensive
income is recycled to profit or loss.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 353 ---
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information. The Group considers that there
has been a significant increase in credit risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are classified
within the following stages for measurement of ECLs except for trade receivables and contract assets which apply
the simplified approach as detailed below.
Stage 1 Financial instruments for which credit risk has not increased significantly since initial recognition
and for which the loss allowance is measured at an amount equal to 12- month ECLs
Stage 2 Financial instruments for which credit risk has increased significantly since initial recognition but
that are not credit-impaired financial assets and for which the loss allowance is measured at an
amount equal to lifetime ECLs
Stage 3 Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount equal to
lifetime ECLs
Simplified approach
For trade receivables and contract assets that do not contain a significant financing component or when the
Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group
applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes
in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of financial liability and equity instrument.
A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another financial
asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions
that are potentially unfavourable to the entity; or (b) a contract that will or may be settled in the entity’s own equity
instruments and is: (i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the
entity’s own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed
amount of cash or another financial asset for a fixed number of the entity’s own equity instruments.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 354 ---
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and accruals, interest-bearing bank and
other borrowings.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, loans and borrowings)
After initial recognition, trade payables, other payables and accruals, interest-bearing bank and other
borrowings, are subsequently measured at amortised cost, using the effective interest rate method unless the effect
of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit
or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on weighted average
basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an
appropriate proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs
to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into
known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting
short-term cash commitments.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 355 ---
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above, which are repayable on demand and form an integral part of
the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of each of the Relevant Periods of the future expenditures expected to be required to settle the obligation. The
increase in the discounted present value amount arising from the passage of time is included in finance costs in profit
or loss.
The Group provides for warranties in relation to the sale of products for general repairs of defects occurring
during the warranty period. Provisions for these assurance-type warranties granted by the Group are initially
recognised based on sales volume and past experience of the level of repairs and returns. The warranty-related cost
is revised annually.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
each of the Relevant Periods, taking into consideration interpretations and practices prevailing in the countries in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each of the
Relevant Periods between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and a joint
venture, when the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carry forward of unused
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries and a joint
venture, deferred tax assets are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 356 ---
The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the Relevant
Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to
profit or loss over the expected useful life of the relevant asset by equal annual instalments.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
(a) Sale of products
Revenue from the sale of products is recognised at the point in time when control of the products is transferred
to the customers, generally on delivery or acceptance of the products as agreed in the sales contracts.
For some contracts, the Group provides installation and commissioning services that are bundled together with
the sale of products to the customers. The installation and commissioning services significantly modify or customise
the goods, therefore, the products and the services are highly interrelated and combined as one single performance
obligation which is satisfied at point in time.
Rights of return
For contracts which provide a customer with a right to return the products 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 in order to determine the amount of variable consideration that can
be included in the transaction price. For goods that are expected to be returned, instead of revenue, a refund liability
is recognised. A right-of-return asset (and the corresponding adjustment to cost of sales) is also recognised for the
right to recover products from a customer.
(b) Provision of maintenance services
Revenue from maintenance services is recognised at a point in time when the service is completed and is
determined based on the fees as agreed in the agreement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 357 ---
(c) Provision of advisory services
Revenue from the provision of advisory services is recognised over the scheduled period on a straight-line
basis because the customer simultaneously receives and consumes the benefits provided by the Group.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from
a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Right-of-return assets
A right-of-return asset is recognised for the right to recover the goods expected to be returned by customers.
The asset is measured at the former carrying amount of the goods to be returned, less any expected costs to recover
the goods and any potential decreases in the value of the returned goods. The Group updates the measurement of the
asset for any revisions to the expected level of returns and any additional decreases in the value of the returned goods.
Refund liabilities
A refund liability is recognised for the obligation to refund some or all of the consideration received (or
receivable) from a customer and is measured at the amount the Group ultimately expects it will have to return to the
customer. The Group updates its estimates of refund liabilities (and the corresponding change in the transaction price)
at the end of each of the Relevant Periods.
Share-based payments
The Group operates share award schemes for the purpose of providing incentives and rewards to eligible
participants who contribute to the success of the Group’s operations. Employees (including directors) of the Group
receive remuneration in the form of share-based payments, whereby employees render services as consideration for
equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured
by reference to the fair value at the date at which they are granted. Further details are included in note 33 to the
Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each of the Relevant Periods until
the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not
been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are
treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 358 ---
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee
as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes
any award where non-vesting conditions within the control of either the Group or the employee are not met. However,
if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that it
is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described
in the previous paragraph.
Other employee benefits
Pension scheme
The employees of the Company and the Company’s subsidiaries which operate in Chinese Mainland are
required to participate in a central pension scheme operated by the local municipal government. The subsidiaries are
required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are
charged to profit or loss as they become payable in accordance with the rules of the central pension scheme. Other
than the monthly contributions, the Group has no further payment obligations once the contributions have been paid.
Housing fund and other social insurances — Chinese Mainland
The Company and the Company’s subsidiaries which operate in Chinese Mainland has participated in defined
social security contribution schemes for its employees pursuant to the relevant laws and regulations of the PRC.
These include housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity
insurance. The Company and the Company’s subsidiaries which operate in Chinese Mainland makes monthly
contributions to the housing fund and other social insurances. The contributions are charged to profit or loss on an
accrual basis. The liability of the Company and the Company’s subsidiaries which operate in Chinese Mainland in
respect of these funds is limited to the contributions payable in each of the Relevant Periods.
Borrowing costs
All borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects the
amounts that it recognises in its Historical Financial Information. The Group will adjust the amounts recognised in
its Historical Financial Information to reflect any adjusting events after the reporting period and update the
disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting
period, the Group will not change the amounts recognised in its Historical Financial Information, but will disclose
the nature of the non-adjusting events and an estimate of their financial effects, or a statement that such an estimate
cannot be made, if applicable.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the
Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of
exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of
monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 359 ---
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries and a joint venture are currencies other than the
RMB. As at the end of each of the Relevant Periods, the assets and liabilities of these entities are translated into RMB
at the exchange rates prevailing at the end of each of the Relevant Periods and their statements of profit or loss are
translated into RMB at the exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognized in other comprehensive income and accumulated in the
exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are
translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of
overseas subsidiaries which arise throughout the year are translated into RMB at the weighted average exchange rates
or the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or
liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
Historical Financial Information:
Classification of financial assets
The classification of financial assets at initial recognition depends on the Group’s business model for managing
the financial assets. In determining the business model, the Group considers how the performance of the business
model and the financial assets held within that business model are evaluated and reported to the Group’s key
management personnel, the risks that affect the performance of the business model (and the financial assets held
within) and, in particular, the way those risks are managed. In determining whether cash flows are going to be realised
by collecting the financial assets’ contractual cash flows, it is necessary for the Group to consider the reason, timing,
frequency, and value of sales prior to maturity date.
Recognition of income taxes and deferred tax assets
Determining income tax provision involves judgement on the future tax treatment of certain transactions and
when certain matters relating to the income taxes have not been confirmed by the local tax bureau. Management
evaluates tax implications of transactions and tax provisions are set up accordingly. The tax treatments of such
transactions are reconsidered periodically to take into account all changes in tax legislation.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will
be available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits, together with future tax planning strategies. Further details on deferred taxes are disclosed in note 19 to the
Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 360 ---
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
V ariable consideration for returns
The Group estimates variable consideration to be included in the transaction price for the sale of products with
rights of return.
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 updates its assessment of expected returns annually and the refund liabilities are adjusted
accordingly. Estimates of expected returns are sensitive to changes in circumstances and the Group’s past experience
regarding returns may not be representative of customers’ actual returns in the future. As at 31 December 2022, 2023,
2024 and 30 September 2025, the amount recognised as liabilities were RMB1,322,000, RMB2,651,000 and
RMB4,204,000 and RMB2,998,000, respectively, for the expected returns.
Provision against obsolete and slow-moving inventories
The Group reviews the condition of its inventories at the end of each of the Relevant Periods and makes
provisions against obsolete and slow-moving inventory items which are identified as no longer suitable for sale or
use based on sales forecasts. Such sales forecasts are prepared based on agreements or orders on hand and estimated
sales in the foreseeable future based on historical experiences with its customers and current market conditions of
robots’ industry. Management estimates the net realizable value for those obsolete and slow-moving inventories based
primarily on the latest invoice prices and current market conditions. The estimation is reassessed at the end of each
of the Relevant Periods. The provision against obsolete and slow-moving inventories requires the use of judgements
and estimates. Where the actual outcome or expectation in future is different from the original estimate, such
difference will impact on the carrying value of inventories and the write-down of inventories recognized in the
periods in which such estimates have been changed. The carrying amounts of inventories at the end of each of the
Relevant Periods are disclosed in note 18 to the Historical Financial Information.
Provision for expected credit losses on trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on
aging of trade receivable for groupings of various customer segments that have similar loss patterns (i.e., by customer
type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if
forecast economic conditions (i.e., global GDP , global default rate) are expected to deteriorate over the next year
which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are
adjusted. At each reporting date, the historical observed default rates are updated and changes in the forward-looking
estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade
receivables is disclosed in note 20 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 361 ---
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have
to pay”, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter
into financing transactions) or when it needs to be adjusted to reflect the terms and conditions of the lease (for
example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such
as the subsidiary’s stand-alone credit rating).
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at the end of each of the Relevant Periods. Indefinite life intangible assets are tested for
impairment annually and at other times when such an indicator exists. Other non-financial assets are tested for
impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when
the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on
available data from binding sales transactions in an arm’s length transaction of similar assets or observable market
prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management
must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount
rate in order to calculate the present value of those cash flows.
Provision for warranties
The Group provides one-year warranties to its customers on certain of its products for general repairs of
defects occurring during the warranty period. The amount of the provision for the warranties is estimated based on
sales volumes and past experience of the level of repairs and returns. The estimation basis is reviewed on an ongoing
basis annually and revised where appropriate. The details was disclosed in note 30 to the Historical Financial
Information.
4. OPERATING SEGMENT INFORMATION
For management purposes, the Group is not organised into business units based on its service and products and
only has one reportable operating segment.
The information reported to the directors, who are the chief operating decision makers, for the purpose of
resource allocation and assessment of performance does not contain discrete operating segment financial information
and the directors reviewed the financial results of the Group as a whole. Therefore, no further information about the
operating segment is presented.
Geographical information
(a) Revenue from external customers
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Chinese Mainland /H1118/H1118/H1118/H1118/H111880,729 128,936 154,542 105,792 174,846
European /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,191 31,190 124,328 78,982 83,167
Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,098 8,118 24,025 15,846 12,942
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,424 7,136 7,546 5,604 9,925
109,442 175,380 310,441 206,224 280,880
The revenue information above is based on the locations of the customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 362 ---
(b) Non-current assets
The Group’s non-current assets are all located in Chinese Mainland. Thus, no geographic information is
presented.
Information about major customers
Revenue from a major customer which accounted for 10% or more of the Group’s revenue during the Relevant
Periods are set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Customer 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,284 31,448 N/A* 22,065 27,808
Customer 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,651 23,508 116,083 73,151 69,792
Customer 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,596 N/A* N/A* N/A* N/A*
Customer 4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* N/A* N/A* N/A* 33,927
* Less than 10% of the Group’s revenue.
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts
with customers /H1118/H1118/H1118/H1118/H1118/H1118109,442 175,380 310,441 206,224 280,880
109,442 175,380 310,441 206,224 280,880
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Types of goods or
services
Sale of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118108,943 174,076 308,202 204,341 280,033
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499 1,304 2,239 1,883 847
109,442 175,380 310,441 206,224 280,880
Geographical market
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H111880,729 128,936 154,542 105,792 174,846
European /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,191 31,190 124,328 78,982 83,167
Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,098 8,118 24,025 15,846 12,942
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,424 7,136 7,546 5,604 9,925
109,442 175,380 310,441 206,224 280,880
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 363 ---
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Timing of revenue
recognition
Goods transferred at a
point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,943 174,076 308,202 204,341 280,033
Maintenance services
transferred at a point
in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118455 660 1,455 1,399 818
Advisory services
transferred over time /H1118/H1118/H1118 44 644 784 484 29
Total revenue from
contracts with
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,442 175,380 310,441 206,224 280,880
The following table shows the amounts of revenue recognised in the current reporting period that were
included in the contract liabilities at the beginning of the reporting period:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognised that
was included in contract
liabilities at the
beginning of the
reporting period:
Sale of products /H1118/H1118/H1118/H1118/H1118/H1118/H11181,008 6,122 9,844 9,535 6,544
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of products
The performance obligation is usually satisfied upon acceptance of products for domestic sales and delivery
of products for export and payment is generally due within 3 months from control of the products is transferred to
the customers, where payment in advance is normally required for some customers. These contracts provide
customers with a right of return, which gives rise to variable consideration subject to constraint.
Provision of related supporting services
The performance obligation is satisfied at point in time when services are completed and payment is generally
due upon completion of services and customer acceptance.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 364 ---
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially
unsatisfied) as at 31 December 2022, 2023, 2024, and 30 September 2025 are as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts expected to be recognised
as revenue:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,122 9,844 6,375 4,012
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118894 802 519 371
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,016 10,646 6,894 4,383
The amounts of transaction prices allocated to the remaining performance obligations which are expected to
be recognised as revenue after one year relate to sale of products, of which the performance obligations are to be
satisfied within two years. All the other amounts of transaction prices allocated to the remaining performance
obligations are expected to be recognised as revenue within one year. The amounts disclosed above do not include
variable consideration which is constrained.
Other income and gains
An analysis of other income and gains is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,250 1,508 1,987 1,652 1,165
Investment income from
wealth management
products and structured
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,827 1,136 1,932 722 344
Investment income from
certificate of deposit /H1118/H1118/H1118 471 1,394 3,371 2,210 2,652
Government grants* /H1118/H1118/H1118/H1118/H11181,162 3,195 7,669 7,425 309
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 244 366 342 260
Gains
Gains from disposal of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,83 5–––
Gain from disposal of a
joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 78,57 9–––
Fair value gains on
financial assets at fair
value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,101 471 47 553 480
Gain on early termination
of a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 362 – – 30
Foreign exchange
gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,616 5,872 – – 4,850
13,450 105,596 15,372 12,904 10,090
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 365 ---
* The Group has received certain government grants related to assets and income. Certain of the grants
related to assets and income have future related costs expected to be incurred. The grants related to
assets were recognised in profit or loss over the useful lives of the relevant assets. The grants related
to income have been received to compensate for the Group’s research and development costs and are
recognised in profit or loss on a systematic basis over the periods that the costs, for which they are
intended to compensate, are expensed.
Other government grants related to income that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to the Group with no future
related costs are recognised in profit or loss in the period in which they become receivable. There are
no unfulfilled conditions or contingencies relating to these grants.
6. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 5 5 2 1 2–––
Interest on lease liabilities /H1118 489 303 214 169 287
644 515 214 169 287
For the details of Pre-IPO investments, please refer to note 31 to this report.
7. (LOSS)/PROFIT BEFORE TAX
The Group’s (loss)/profit before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories sold* /H1118/H1118/H1118/H1118 94,265 124,563 203,016 136,158 174,851
Cost of services provided /H1118/H1118/H1118 171 587 992 830 477
Research and development
costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,432 85,656 47,283 33,894 50,978
Depreciation of property, plant
and equipment** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 3,346 4,373 5,306 4,211 4,116
Depreciation of right-of-use
assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,771 2,433 2,081 1,561 2,785
Amortisation of intangible
assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 652 709 739 518 642
Loss on disposal of property,
plant and equipment*** /H1118/H1118/H1118 23 117 – – 23
Foreign exchange
losses/(gains), net*** /H1118/H1118/H1118/H1118/H1118(4,616) (5,872) 2,003 613 (4,850)
Lease payments in respect of
short-term leases and
low-value assets leases /H1118/H1118/H111815 2,553 1,979 1,721 1,098 1,187
Impairment/(reversal of
impairment) of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,575 (923) (183) 172 697
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 366 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Impairment of other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 253 221 257 (78) (738)
Write-down of inventories to
net realisable value**** /H1118/H1118/H1118 14,117 648 4,251 5,669 3,483
Product warranty provision /H1118/H1118/H111830 693 620 1,259 1,152 1,129
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118 23 286 252 – –
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 15,389
Employee benefit expenses
(excluding directors’ and
supervisors’ remuneration
(note 8) )
– Wages and salaries /H1118/H1118/H1118/H1118/H111859,000 70,570 58,826 49,420 75,399
– Performance related
bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,794 5,219 8,774 6,784 10,066
– Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,945 3,487 3,666 2,675 4,304
– Share-based payments
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,153 48,029 – – 10,521
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,892 127,305 71,266 58,879 100,290
* The amounts disclosed for cost of inventories sold included write-down of inventories to net realisable
value
** The depreciation of property, plant and equipment and right-of-use assets, amortisation of intangible
assets are included in “Cost of sales”, “Selling and distribution expenses”, “Administrative expenses”,
and “Research and development expenses” in profit or loss, respectively
*** The amounts are included in “other income and gains” and “other expenses” in profit or loss
**** The amounts are included in “cost of inventories sold” in profit or loss.
8. DIRECTORS’ AND SUPERVISORS’ REMUNERATION
Directors’ and supervisors’ remuneration as recorded during the Relevant Periods and the nine months ended
30 September 2024 is set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Other emoluments:
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H11181,768 1,791 1,795 1,346 1,515
Performance related bonus /H1118 770 866 954 715 876
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103 99 102 77 85
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,678 21,544 – – 14,131
6,319 24,300 2,851 2,138 16,607
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 367 ---
(a) Independent non-executive directors
Nine months ended 30 September 2025
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Independent
non-executive
directors:
Ms. Gao Li /H1118/H1118/H1118/H1118/H1118––––––
Mr. Wang Yihua /H1118/H1118/H1118 ––––––
Mr. Huang Kai /H1118/H1118/H1118 ––––––
––––––
The independent non-executive directors of the Company were appointed in May 2025.
(b) Non-executive directors
Y ear ended 31 December 2022
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Non-executive
directors:
Mr. Fang Bin /H1118/H1118/H1118/H1118 ––––––
Y ear ended 31 December 2023
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Non-executive
directors:
Mr. Fang Bin /H1118/H1118/H1118/H1118 ––––––
Y ear ended 31 December 2024
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Non-executive
directors:
Mr. Fang Bin /H1118/H1118/H1118/H1118 ––––––
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 368 ---
Nine months ended 30 September 2025
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Non-executive
directors:
Mr. Fang Bin /H1118/H1118/H1118/H1118 ––––––
Nine months ended 30 September 2024
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Non-executive
directors:
Mr. Fang Bin /H1118/H1118/H1118/H1118 ––––––
Mr. Fang Bin was appointed as a non-executive director of the Company with effect from July 2021 and no
emoluments payable to him during the Relevant Periods and the nine months ended 30 September 2024.
(c) Executive directors and supervisors
Y ear ended 31 December 2022
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
and a supervisor:
Mr. Wang
Guangneng
(note (i)) /H1118/H1118/H1118/H1118/H1118/H1118– 473 420 28 – 921
Mr. Zhang Guoping
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 583 215 28 – 826
Mr. Wang Xianli
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 394 60 21 1,843 2,318
Mr. Zhao Yi
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 318 75 26 1,835 2,254
Mr. Y e Zhaohong
(note (iii)) /H1118/H1118/H1118/H1118/H1118––––––
– 1,768 770 103 3,678 6,319
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 369 ---
Y ear ended 31 December 2023
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
and a supervisor:
Mr. Wang
Guangneng
(note (i)) /H1118/H1118/H1118/H1118/H1118/H1118– 474 420 27 – 921
Mr. Zhang Guoping
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 584 252 27 – 863
Mr. Wang Xianli
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 414 50 20 10,797 11,281
Mr. Zhao Yi
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 319 144 25 10,747 11,235
Mr. Y e Zhaohong
(note (iii)) /H1118/H1118/H1118/H1118/H1118––––––
– 1,791 866 99 21,544 24,300
Y ear ended 31 December 2024
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
and a supervisor:
Mr. Wang
Guangneng
(note (i)) /H1118/H1118/H1118/H1118/H1118/H1118– 474 420 27 – 921
Mr. Zhang Guoping
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 583 290 27 – 900
Mr. Wang Xianli
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 416 100 21 – 537
Mr. Zhao Yi
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 322 144 27 – 493
Mr. Y e Zhaohong
(note (iii)) /H1118/H1118/H1118/H1118/H1118––––––
– 1,795 954 102 – 2,851
Nine months ended 30 September 2025
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors:
Mr. Wang
Guangneng
(note (i)) /H1118/H1118/H1118/H1118/H1118/H1118– 357 394 22 11,598 12,371
Mr. Zhang Guoping
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 440 272 24 1,859 2,595
Mr. Zhang Yingtao
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 410 135 17 674 1,236
Mr. Zhao Yi
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 135 75 12 – 222
Mr. Wang Xianli
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 173 – 10 – 183
– 1,515 876 85 14,131 16,607
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 370 ---
Nine months ended 30 September 2024
Fees
Salaries,
allowances
and benefits in
kind
Performance
related bonus
Pension
scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Executive directors
and a supervisor:
Mr. Wang
Guangneng
(note (i)) /H1118/H1118/H1118/H1118/H1118/H1118– 355 315 21 – 691
Mr. Zhang Guoping
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 437 217 21 – 675
Mr. Wang Xianli
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 312 75 16 – 403
Mr. Zhao Yi
(note (ii)) /H1118/H1118/H1118/H1118/H1118– 242 108 19 – 369
Mr. Y e Zhaohong
(note (iii)) /H1118/H1118/H1118/H1118/H1118––––––
– 1,346 715 77 – 2,138
Notes:
(i) Mr. Wang Guangneng was appointed as a director and the chief executive officer of the Company and
the chairman of the Board with effect from September 2017.
(ii) Mr. Zhang Guoping was appointed as a director of the Company with effect from November 2020. Mr.
Wang Xianli was appointed as a director of the Company with effect from November 2020 to May 2025.
Mr. Zhao Yi was appointed as a director of the Company with effect from January 2021 to May 2025.
Mr. Zhang Yingtao was appointed as a director with effect from May 2025.
(iii) Mr.Y e Zhaohong was appointed as a supervisor of the Company with effect from January 2021 to May
2025. The emoluments of the Mr. Y e Zhaohong relation to his services rendered for the Company since
his appointment were borne by the Company’s shareholder. His emoluments were not allocated to the
Company as the management of the Company considers there is no reasonable basis of allocation.
During the Relevant Periods and the nine months ended 30 September 2024, restricted share units were granted
to certain directors through share incentive platforms, further details of which are included in the disclosures in note
33 to the Historical Financial Information. The fair value of such awarded restricted share units, which has been
recognised in profit or loss, was determined as at the date of grant and the amount included in the Historical Financial
Information for the Relevant Periods and the nine months ended 30 September 2024 is included in the above
directors’ remuneration disclosures.
Save for the supervisor, there was no arrangement under which a director or the chief executive agreed to
waive any remuneration during the Relevant Periods and the nine months ended 30 September 2024.
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods and nine months ended 30 September 2024
included two, two, two, two and three directors, respectively, details of whose remuneration are set out in note 8
above. Details of the remuneration for the remaining three, three, three, three and two highest paid employees who
are neither a director nor chief executive of the Company during the Relevant Periods and nine months ended 30
September 2024 are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H11181,411 2,012 1,621 1,199 680
Performance related bonus /H1118 233 253 386 414 334
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839 57 58 38 31
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118689 2,094 – – 1,485
2,372 4,416 2,065 1,651 2,530
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 371 ---
The number of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
(Unaudited)
Nil to HK$1,000,000 /H1118/H1118/H1118/H1118 3133–
HK$ 1,000,001 to
HK$ 1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118––––2
HK$ 1,500,001 to
HK$ 2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118–2–––
33332
During the Relevant Periods and nine months ended 30 September 2024, restricted share units were granted
to certain non-director and non-chief executive highest paid employees in respect of their services to the Group,
further details of which are included in the disclosures in note 33 to the Historical Financial Information. The fair
value of such units, which has been recognised in profit or loss over the vesting period, was determined as at the date
of grant and the amount included in the financial statements for the Relevant Periods and nine months ended 30
September 2024 is included in the above non-director and non-chief executive highest paid employees’ remuneration
disclosures.
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
Chinese Mainland
The provision for corporate income tax in Chinese Mainland is based on the statutory rate of 25% of the
taxable profits determined in accordance with the PRC Corporate Income Tax Law which was approved and became
effective on 1 January 2008. The Company, Guangdong Huayan Robotics Co., Ltd., and its subsidiary, Guangdong
Jiutian Dongli Technology Co., Ltd. are qualified high and new technology enterprises and were subject to income
tax at a preferential tax rate of 15% during the Relevant Periods and nine months ended 30 September 2024. This
qualification is subject to review by the relevant tax authority in the PRC for every three years, with the Company’s
and the subsidiary’s next review scheduled for year ended 31 December 2026.
Overseas subsidiaries
No income tax on the overseas subsidiaries has been provided as there were no assessable profit arising in such
overseas tax jurisdictions during the Relevant Periods and nine months ending 30 September 2024.
The income tax profit of the Group for the Relevant Periods and nine months ended 30 September 2024 is
analysed as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax /H1118/H1118/H1118/H1118/H1118–––––
Deferred income tax /H1118/H1118/H1118/H1118(1,501) (41,442) (1,160) (1,571) (3,600)
Total tax credit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,501) (41,442) (1,160) (1,571) (3,600)
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 372 ---
A reconciliation of the expected income tax calculated at the preferential tax rate and (loss)/profit before
income tax, with the actual income tax at the effective tax rate is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Loss)/profit before tax /H1118/H1118/H1118(84,867) (39,547) 16,709 7,466 (19,188)
Tax charge at the statutory
tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118(21,217) (9,887) 4,177 1,867 (4,797)
Entities subject to lower
statutory income
tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,696 6,586 (928) (1,057) 3,770
Additional deductible
allowance for qualified
research and
development expenses* /H1118 (3,952) (6,089) (5,610) (4,094) (5,823)
Temporary differences and
tax losses not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,171 82 275 1,163 642
Expenses not deductible
for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,801 8,463 1,050 655 2,608
Recognised for tax losses
in previous periods /H1118/H1118/H1118/H1118 – (40,597) – – –
Tax losses utilised from
previous periods /H1118/H1118/H1118/H1118/H1118– – (124) (105) –
Tax (credit)/expense at the
Group’s effective
tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,501) (41,442) (1,160) (1,571) (3,600)
* Based on Public Notice 2021 No. 13 issued by the State Tax Bureau of the PRC on 31 March 2021, the
enterprises originally eligible for 100% deduction of eligible research and development expenses from
1 January 2022 to 31 December 2022. Furthermore, based on Public Notice 2023 No. 7 issued by the
State Tax Bureau of the PRC on 26 March 2023, the enterprises eligible for 100% deduction of eligible
research and development expenses from 1 January 2023. The Company has claimed such additional
super deduction during the Relevant Periods and nine months ended 30 September 2024.
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
12. (LOSSES)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
PARENT
The calculation of the basic (losses)/earnings per share amounts is based on the (loss)/profit attributable to
ordinary equity holders of the parent and the weighted average number of ordinary shares in issue during the Relevant
Periods and nine months ended 30 September 2024. The weighted average number of ordinary shares in issue during
the Relevant Periods and nine months ended 30 September 2024, as adjusted to reflect the conversion into a joint
stock company with limited liability on 13 May 2025 (note 31).
No adjustment has been made to the basic (losses)/earnings per share amounts presented for the Relevant
Periods and nine months ended 30 September 2024 in respect of a dilution as the Group had no potentially dilutive
ordinary shares in issue.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 373 ---
The calculations of basic and diluted loss per share are based on:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Earnings
(Loss)/profit attributable to
ordinary equity holders
of the parent, used in
the basic earnings per
share calculation /H1118/H1118/H1118/H1118/H1118(79,528) 3,451 17,869 9,037 (15,588)
Shares
Weighted average number
of ordinary shares in
issue during the
year/period, used in the
basic (losses)/earnings
per share calculation /H1118/H1118/H1118432,667,180 432,667,180 432,667,180 432,667,180 440,855,631
For the details of Pre-IPO investments, please refer to note 31 to this report.
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Machinery
and equipment
Furniture and
fixtures Motor vehicles
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,995 – – 3,903 1,830 10,728
Accumulated depreciation /H1118/H1118/H1118/H1118(632) – – (2,207) (508) (3,347)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11184,363 – – 1,696 1,322 7,381
At 1 January 2022,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,363 – – 1,696 1,322 7,381
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,190 106 – 1,137 5,986 10,419
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35) –––– (35)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,038) (6) – (934) (1,368) (3,346)
At 31 December 2022, net of
accumulated depreciation /H1118/H1118/H11186,480 100 – 1,899 5,940 14,419
At 31 December 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,150 106 – 5,040 7,816 21,112
Accumulated depreciation /H1118/H1118/H1118/H1118(1,670) (6) – (3,141) (1,876) (6,693)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11186,480 100 – 1,899 5,940 14,419
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 374 ---
Machinery
and equipment
Furniture and
fixtures Motor vehicles
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,150 106 – 5,040 7,816 21,112
Accumulated depreciation /H1118/H1118/H1118/H1118(1,670) (6) – (3,141) (1,876) (6,693)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11186,480 100 – 1,899 5,940 14,419
At 1 January 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,480 100 – 1,899 5,940 14,419
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,415 9 114 622 1,093 4,253
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(129) – – (893) – (1,022)
Disposal of subsidiaries
(note 34) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(215) (13) – (125) (319) (672)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,417) (20) (16) (206) (2,714) (4,373)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H11187,134 76 98 1,297 4,000 12,605
At 31 December 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,175 99 114 4,580 8,358 23,326
Accumulated depreciation /H1118/H1118/H1118/H1118(3,041) (23) (16) (3,283) (4,358) (10,721)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11187,134 76 98 1,297 4,000 12,605
Machinery
and
Equipment
Furniture and
fixtures Motor vehicles
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,175 99 114 4,580 8,358 23,326
Accumulated depreciation /H1118/H1118/H1118/H1118(3,041) (23) (16) (3,283) (4,358) (10,721)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11187,134 76 98 1,297 4,000 12,605
At 1 January 2024, net of
accumulated depreciation /H1118/H1118/H11187,134 76 98 1,297 4,000 12,605
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,327 – – 465 2,527 7,319
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239) – – (47) – (286)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,015) (19) (22) (682) (2,568) (5,306)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H11189,207 57 76 1,033 3,959 14,332
At 31 December 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,263 99 114 4,998 11,118 30,592
Accumulated depreciation /H1118/H1118/H1118/H1118(5,056) (42) (38) (3,965) (7,159) (16,260)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11189,207 57 76 1,033 3,959 14,332
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 375 ---
Machinery
and
Equipment
Furniture and
fixtures Motor vehicles
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,263 99 114 4,998 11,118 30,592
Accumulated depreciation /H1118/H1118/H1118/H1118(5,056) (42) (38) (3,965) (7,159) (16,260)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H11189,207 57 76 1,033 3,959 14,332
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H11189,207 57 76 1,033 3,959 14,332
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,369 123 – 526 3,597 6,615
Transfer from inventory /H1118/H1118/H1118/H1118/H11181,33 0–––– 1,330
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (6) – (141) (984) (1,279)
Depreciation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,006) (18) (15) (317) (1,760) (4,116)
At 30 September 2025, net of
accumulated depreciation /H1118/H1118/H111810,752 156 61 1,101 4,812 16,882
At 30 September 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,788 213 114 5,255 12,968 36,338
Accumulated depreciation /H1118/H1118/H1118/H1118(7,036) (57) (53) (4,154) (8,156) (19,456)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111810,752 156 61 1,101 4,812 16,882
Considering the losses position in 2022, impairment review on the non-current assets, which including the
property, plant and equipment, right-of-use assets and intangible assets, has been conducted by the management as
at 31 December 2022 according to IAS 36. The management considered that the Group was highly centralized
managed and its activities including research and development, procurement, manufacture and production, sales are
all governed and managed in headquarters. The entities that hold non-current assets are highly inter-related and
cannot be considered to generate cash inflows that are largely independent of each other. Therefore, the
cash-generating unit (“CGU”) for non-current assets, other than financial assets located in different entities, is the
Group as a whole for impairment testing. The recoverable amount of the CGU was determined based on value in use
calculation using cash flow projections based on financial budgets approved by the management. The budgeted sales
and margins were estimated based on historical information achieved and the expected market development. The
discount rate adopted reflected the time valued and specific risks relating to the Group. According to the impairment
test results, the recoverable amount of the CGU was larger than the carrying amount of the non-current assets, thus
no impairment loss was recognized as at 31 December 2022.
The Company
Machinery and
Equipment
Furniture and
fixtures
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,994 – 3,871 1,830 10,695
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(632) – (2,206) (508) (3,346)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,362 – 1,665 1,322 7,349
At 1 January 2022, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,362 – 1,665 1,322 7,349
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,841 59 845 5,038 8,783
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35) – – – (35)
Depreciation provided during the year /H1118/H1118 (1,016) (3) (877) (1,188) (3,084)
At 31 December 2022, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,152 56 1,633 5,172 13,013
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 376 ---
Machinery and
Equipment
Furniture and
fixtures
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,800 59 4,716 6,868 19,443
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,648) (3) (3,083) (1,696) (6,430)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,152 56 1,633 5,172 13,013
Machinery and
Equipment
Furniture and
fixtures
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,800 59 4,716 6,868 19,443
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,648) (3) (3,083) (1,696) (6,430)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,152 56 1,633 5,172 13,013
At 1 January 2023, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,152 56 1,633 5,172 13,013
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,392 9 563 791 3,755
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(129) – (823) – (952)
Depreciation provided during the year /H1118/H1118 (1,378) (12) (137) (2,433) (3,960)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,037 53 1,236 3,530 11,856
At 31 December 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,063 68 4,456 7,659 22,246
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,026) (15) (3,220) (4,129) (10,390)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,037 53 1,236 3,530 11,856
Machinery and
Equipment
Furniture and
fixtures
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,063 68 4,456 7,659 22,246
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,026) (15) (3,220) (4,129) (10,390)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,037 53 1,236 3,530 11,856
At 1 January 2024, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,037 53 1,236 3,530 11,856
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,858 – 449 969 5,276
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239) – (47) – (286)
Depreciation provided during the year /H1118/H1118 (1,934) (13) (641) (2,072) (4,660)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,722 40 997 2,427 12,186
At 31 December 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,682 68 4,858 8,628 27,236
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,960) (28) (3,861) (6,201) (15,050)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,722 40 997 2,427 12,186
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 377 ---
Machinery and
Equipment
Furniture and
fixtures
Electronic
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,682 68 4,858 8,628 27,236
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,960) (28) (3,861) (6,201) (15,050)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,722 40 997 2,427 12,186
At 1 January 2025, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,722 40 997 2,427 12,186
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,359 123 519 3,429 6,430
Transfer from inventory /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,33 0––– 1,330
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(61) (6) (141) (586) (794)
Depreciation provided during the period /H1118 (1,950) (14) (294) (1,597) (3,855)
At 30 September 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,400 143 1,081 3,673 15,297
At 30 September 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,304 189 5,108 11,691 34,292
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,904) (46) (4,027) (8,018) (18,995)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,400 143 1,081 3,673 15,297
14. OTHER INTANGIBLE ASSETS
The Group and the Company
Software As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,771 3,815 3,815 4,140
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(588) (1,240) (1,949) (2,688)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,183 2,575 1,866 1,452
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,044 – 325 1,442
Amortisation provided during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(652) (709) (739) (642)
At 31 December/30 September, net
of accumulated amortisation /H1118/H1118/H1118/H11182,575 1,866 1,452 2,252
At end of year/period
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,815 3,815 4,140 5,582
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,240) (1,949) (2,688) (3,330)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,575 1,866 1,452 2,252
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 378 ---
15. LEASES
The Group as a lessee
The Group has lease contracts for various items of buildings. Leases of buildings generally have lease terms
between 2 and 6 years. Generally, the Group is restricted from assigning and subleasing the leased assets outside the
Group. There are several lease contracts that include extension options and variable lease payments, which are further
discussed below.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows:
The Group
Buildings
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H111810,449 8,524 6,287 4,206
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357 1,313 – 15,256
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,771) (2,433) (2,081) (2,785)
Revision of a lease term arising
from a change in lease payments /H1118 (511) – – –
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,117) – (498)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,524 6,287 4,206 16,179
The Company
Buildings
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H111810,449 8,524 6,287 4,206
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357 1,313 – 11,802
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,771) (2,433) (2,081) (1,934)
Revision of a lease term arising
from a change in lease payments /H1118 (511) – – –
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,117) – (498)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,524 6,287 4,206 13,576
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 379 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
The Group
Y ear ended 31 December
Nine months
ended
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H111810,938 9,279 7,479 4,446
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357 1,313 – 15,256
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489 303 214 287
Revision of a lease term arising
from a change in lease payments /H1118 (511) – – –
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,479) – (528)
Lease payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,994) (1,937) (3,247) (2,881)
Carrying amount at 31 December/
30 September /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,279 7,479 4,446 16,580
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,684 2,068 2,121 3,525
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,595 5,411 2,325 13,055
The Company
Y ear ended 31 December
Nine months
ended
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H111810,938 9,279 7,479 4,446
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357 1,313 – 11,802
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489 303 214 248
Revision of a lease term arising
from a change in lease payments /H1118 (511) – – –
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,479) – (527)
Lease payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,994) (1,937) (3,247) (1,996)
Carrying amount at 31 December/
30 September /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,279 7,479 4,446 13,973
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,684 2,068 2,121 2,331
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,595 5,411 2,325 11,642
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 380 ---
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Lease payments in respect
of short-term leases and
low-value assets leases /H1118 2,553 1,979 1,721 1,098 1,187
Interest on lease liabilities 489 303 214 169 287
Depreciation charge of
right-of-use assets /H1118/H1118/H1118/H11182,771 2,433 2,081 1,561 2,785
Total amount recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,813 4,715 4,016 2,828 4,259
The Company
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Lease payments in respect
of short-term leases and
low-value assets leases /H1118 2,330 1,802 1,543 955 843
Interest on lease liabilities /H1118 489 303 214 169 248
Depreciation charge of
right-of-use assets /H1118/H1118/H1118/H11182,771 2,433 2,081 1,561 1,934
Total amount recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,590 4,538 3,838 2,685 3,025
16. INVESTMENTS IN SUBSIDIARIES
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,765 187,901 237,150 265,773
Less: provision for impairment /H1118/H1118/H1118 – – (3,297) (3,441)
180,765 187,901 233,853 262,332
The Company recognised impairment of RMB3,297,000 and RMB3,441,000 on the investment in
subsidiaries as at 31 December 2024 and 30 September 2025, respectively.
17. INVESTMENT IN A JOINT VENTURE
The Group’s shareholdings in a joint venture is held through the Company. Neura Robotics GmbH (“Neura
Robotics”), which is considered as an immaterial joint venture of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 381 ---
The Group and The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 7 4–––
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
2 7 4–––
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118(274) – – –
––––
Although the Company holds 70% of the equity interest in Neura Robotics, it cannot control Neura
Robotics since the Company didn’t have the decision-making power for major relevant activities of Neura
Robotics and couldn’t remove the sole executive director who is also the other joint venturer.
Since Neura Robotics was at its research and development stage and was in a net liability and
loss-making position, the Group carried out impairment assessment on the investment in Neura Robotics and
a full provision was made in 2021.
In August 2023, the Group disposed the equity interest of Neura Robotics to the other joint venturer, at
a cash consideration of RMB78,579,000, which recognised a disposal gain of RMB78,579,000 (note 5).
18. INVENTORIES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,892 41,686 52,192 50,114
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,688 48,520 58,937 68,428
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,715 16,036 13,716 16,665
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,699 4,474 3,133 5,167
87,994 110,716 127,978 140,374
The inventories of the Group are net of a write-down of approximately RMB24,585,000, RMB17,540,000,
RMB21,544,000 and RMB18,673,000 as at 31 December 2022, 2023, 2024 and 30 September 2025.
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,982 41,686 52,159 50,230
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,688 48,520 58,933 68,408
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,457 15,976 12,872 15,611
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,422 4,163 2,510 4,609
82,549 110,345 126,474 138,858
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 382 ---
The inventories of the Company are net of a write-down of approximately RMB24,304,000, RMB17,313,000,
RMB21,226,000 and RMB18,413,000 as at 31 December 2022, 2023, 2024 and 30 September 2025.
19. DEFERRED TAX
The movements in deferred tax liabilities and assets during the Relevant Periods are as follows:
Deferred tax assets
The Group
Impairment
provision for
financial
assets
Write-down
of inventories
to net
realisable
value
Impairment
provision for
long-term
equity
investments
Deductible
losses Provision
Deferred
income
Leases
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213 2,615 41 – 207 101 1,641 4,818
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118255 1,031 – – 148 (38) (249) 1,147
As at 31 December
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118468 3,646 41 – 355 63 1,392 5,965
As at 1 January
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118468 3,646 41 – 355 63 1,392 5,965
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(102) (1,049) (41) 42,502 363 (38) (270) 41,365
As at 31 December
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366 2,597 – 42,502 718 25 1,122 47,330
As at 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366 2,597 – 42,502 718 25 1,122 47,330
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(10) 587 – 656 75 39 (455) 892
As at 31 December
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356 3,184 – 43,158 793 64 667 48,222
As at 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356 3,184 – 43,158 793 64 667 48,222
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(23) (422) – 4,553 (170) (34) 1,559 5,463
As at 30 September
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333 2,762 – 47,711 623 30 2,226 53,685
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 383 ---
The Company
Impairment
provision for
financial
assets
Write-down
of inventories
to net
realisable
value
Impairment
provision for
long-term
equity
investments
Deductible
losses Provision
Deferred
income
Leases
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213 2,615 41 – 207 101 1,641 4,818
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118255 1,031 – – 148 (38) (249) 1,147
As at 31 December
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118468 3,646 41 – 355 63 1,392 5,965
As at 1 January
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118468 3,646 41 – 355 63 1,392 5,965
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(102) (1,049) (41) 42,502 363 (38) (270) 41,365
As at 31 December
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366 2,597 – 42,502 718 25 1,122 47,330
As at 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366 2,597 – 42,502 718 25 1,122 47,330
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(10) 587 – 656 75 39 (455) 892
As at 31 December
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356 3,184 – 43,158 793 64 667 48,222
As at 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356 3,184 – 43,158 793 64 667 48,222
(Debited)/credited to
profit or loss /H1118/H1118/H1118/H1118(23) (422) – 4,553 (187) (34) 1,429 5,316
As at 30 September
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333 2,762 – 47,711 606 30 2,096 53,538
Deferred tax liabilities
The Group
Right-of-use
assets
Fair value
adjustments
Right-of-return
assets Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,567 186 102 1,855
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(289) (108) 43 (354)
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,278 78 145 1,501
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,278 78 145 1,501
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(334) 147 110 (77)
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118944 225 255 1,424
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118944 225 255 1,424
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(313) (98) 143 (268)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118631 127 398 1,156
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118631 127 398 1,156
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H11181,535 448 (120) 1,863
As at 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,166 575 278 3,019
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 384 ---
The Company
Right-of-use
assets
Fair value
adjustments
Right-of-return
assets Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,567 155 102 1,824
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(289) (77) 43 (323)
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,278 78 145 1,501
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,278 78 145 1,501
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(336) 147 112 (77)
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118942 225 257 1,424
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118942 225 257 1,424
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118(312) (98) 142 (268)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118630 127 399 1,156
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118630 127 399 1,156
(Credited)/debited to profit or loss /H1118/H1118/H1118/H1118/H1118/H11181,406 448 (138) 1,716
As at 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,036 575 261 2,872
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Group and the Company for
financial reporting purposes:
The Group and the Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
statement of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H11184,464 45,906 47,066 50,666
Deferred tax assets have not been recognised in respect of the following items:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294,498 42,372 52,692 86,115
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118417 531 543 622
294,915 42,903 53,235 86,737
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,649 – – –
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118––––
270,649 – – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 385 ---
Deferred tax assets have not been recognised in respect of the below items as it is not considered probable that
taxable profits will be available against which the below items can be utilised. The Group has unrecognised
accumulated tax losses in Chinese Mainland of RMB294,468,000 RMB41,701,000 and RMB52,689,000 and
RMB83,023,000 in aggregate as at 31 December 2022 and 2023 and 2024 and 30 September 2025, respectively,
which will expire in one to ten years to offset against future taxable profits of the companies in which losses were
incurred. The Group has also unrecognised accumulated tax losses in Hong Kong of RMB30,000, RMB671,000 and
RMB2,814,000 in aggregate as at 31 December 2022 and 2023 and 30 September 2025, respectively, as well as that
in the United States of RMB3,000 and RMB278,000 as at 31 December 2024 and 30 September 2025, that can be
carried forward indefinitely to offset against future taxable profits of the companies in which losses were incurred.
20. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,819 52,061 101,039 97,984
– Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,011 18,861 8,881 29,620
Less: impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,967) (2,044) (1,787) (2,411)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,863 68,878 108,133 125,193
Bills receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,096 814 3,513 9,372
47,959 69,692 111,646 134,565
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
Subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,220 91 10,623 12,938
Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,634 49,645 97,762 90,451
Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,896 16,729 4,834 27,191
Less: impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,840) (1,947) (1,657) (2,196)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,910 64,518 111,562 128,384
Bills receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118645 814 3,513 9,372
54,555 65,332 115,075 137,756
* Bills receivable is subject to impairment under the general approach and the impairment is considered
to be minimal.
The Group’s trade terms with its certain customers are on credit, and the credit period is generally 90 days.
To minimize credit risk, the Group maintains rigorous controls over outstanding receivables through its dedicated
credit control team, supported by the sales department’s timely follow-up on overdue accounts. Overdue balances are
reviewed regularly by management.
As at 31 December 2022, 2023 and 2024 and 30 September 2025, the Group had certain concentrations of
credit risk as 31%, 17% and 41% and 20% of the Group’s trade and bills receivables were due from the largest
customer, 64%, 51% and 66% and 52% of the Group’s trade and bills receivables were due from the five largest
customers. The Group does not hold any collateral or other credit enhancements over its trade receivable balances.
Trade receivables are non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 386 ---
An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on the invoice
date and net of loss allowance, is as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,159 55,272 97,410 119,176
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,630 10,966 5,000 5,746
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074 2,640 5,723 271
46,863 68,878 108,133 125,193
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,240 50,983 102,687 124,071
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,596 10,895 3,217 4,042
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074 2,640 5,658 271
53,910 64,518 111,562 128,384
The movements in the loss allowance for impairment of trade receivables are as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H11181,392 2,967 2,044 1,787
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,575 (923) (183) 697
Amount written off as uncollectible /H1118 – – (74) (73)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,967 2,044 1,787 2,411
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H11181,383 2,840 1,947 1,657
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,457 (893) (216) 612
Amount written off as uncollectible /H1118 – – (74) (73)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,840 1,947 1,657 2,196
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 387 ---
Trade receivables relating to customers with known financial difficulties or significant doubt on collection are
assessed individually for impairment allowance. The remaining trade receivables are grouped and collectively
assessed for impairment allowance and an impairment analysis is performed at the end of each of Relevant Periods
using a provision matrix to measure expected credit losses. The provision rates are based on the aging of the trade
receivables for groupings of various customer segments with similar loss patterns. The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and supportable information that is available
at the reporting date about past events, current conditions and forecasts of future economic conditions. The Company
estimated that the expected loss rate for its trade receivables due from subsidiaries is minimal.
Set out below is the information about the credit risk exposure on the Group’s and the Company’s trade
receivables:
The Group
As at 31 December 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,523 3.73% 1,363
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,866 11.38% 1,237
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,375 12.67% 301
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 100.00% 66
49,830 5.95% 2,967
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,447 2.08% 1,175
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,549 5.05% 583
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,849 7.34% 209
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 100.00% 77
70,922 2.88% 2,044
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,432 1.04% 1,023
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,195 3.73% 194
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,106 6.27% 383
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187 100.00% 187
109,920 1.63% 1,787
As at 30 September 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,618 1.20% 1,445
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,004 4.30% 256
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292 7.17% 20
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 100.00% 144
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,058 1.47% 1,865
On an individual basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546 100.00% 546
127,604 1.89% 2,411
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 388 ---
The Company
As at 31 December 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,260 3.73% 1,241
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,829 11.38% 1,232
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,375 12.67% 301
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 100.00% 66
46,530 6.10% 2,840
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,974 2.08% 1,082
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,474 5.05% 579
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,849 7.34% 209
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 100.00% 77
66,374 2.93% 1,947
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,030 1.04% 966
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,342 3.74% 125
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,037 6.28% 379
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187 100.00% 187
102,596 1.62% 1,657
As at 30 September 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
loss
(RMB’000) (RMB’000)
On a collective basis
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,479 1.20% 1,348
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,223 4.30% 180
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292 7.17% 20
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102 100.00% 102
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,096 1.41% 1,650
On an individual basis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546 100.00% 546
117,642 1.87% 2,196
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 389 ---
21. PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H111814,336 13,162 4,813 7,029
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 3,285
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118889 1,768 2,636 1,859
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,258 27,222 3,833 8,049
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701 4,209 977 –
Amounts due from Neura Robotics* /H1118 84,017 19,476 18,822 –
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426 129 139 655
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,938 7,720 8,053 2,480
Less: Impairment of other
receivables and deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118289 510 767 29
134,276 73,176 38,506 23,328
Non-Current
Prepayments for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,075 430 1,964 2,123
135,351 73,606 40,470 25,451
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H111813,570 12,885 4,551 6,506
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 3,285
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118889 1,768 2,636 1,739
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,896 27,224 3,834 7,995
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701 4,198 977 –
Amounts due from Neura Robotics* /H1118 84,017 19,476 18,822 –
Amounts due from subsidiaries /H1118/H1118/H1118/H1118 – 21,715 14,563 51,321
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418 127 92 487
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,591 6,596 7,655 1,902
Less: Impairment of other
receivables and deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118277 489 715 22
131,805 93,500 52,415 73,213
Non-Current
Prepayments for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,075 430 1,963 2,123
132,880 93,930 54,378 75,336
* Non-trade amounts due from Neura Robotics were unsecured with the fixed interest rate of 1.0% per
annum and had been settled in February 2025.
The Group considers the historical loss rate and adjusts for forward-looking macroeconomic data.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 390 ---
The movements in the loss allowance for impairment of other receivables are as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H111836 289 510 767
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253 221 257 (738)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289 510 767 29
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H111836 277 489 715
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241 212 226 (693)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277 489 715 22
22. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT AND LOSS
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H1118119,552 75,261 11,047 42,607
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,000 –
119,552 75,261 31,047 42,607
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H11185,544 75,261 11,047 42,607
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,000 –
5,544 75,261 31,047 42,607
Wealth management products issued by several licensed banks were denominated in RMB, with
expected rates of return ranging from 1.74% to 2.59% per annum for the year ended 31 December 2022, from
2.63% to 4.04% for the year ended 31 December 2023, and from 1.59% to 5.96% for the year ended 31
December 2024, and from 1.82% to 2.72% for the nine months ended 30 September 2025. The return on all
these wealth management products is not guaranteed, and their contractual cash flows do not qualify for solely
payments of principal and interest. Therefore, they are measured at fair value through profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 391 ---
23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE INCOME
The Group and The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bills receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,782 776 1,334 3,834
Bills receivables at fair value through other comprehensive income was mainly bank acceptance bills
discounted and endorsed for the purpose of daily treasury management and were qualified for derecognition.
* Bills receivable is subject to impairment under the general approach and the impairment is considered
to be minimal.
24. CASH AND BANK BALANCES AND RESTRICTED BANK DEPOSITS
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,328 29,550 96,906 101,151
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 157,950 140,090 146,234
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36 36
66,799 187,500 237,032 247,421
Less:
Current:
Time deposits with original maturity
of over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 80,024 54,624 39,114
Non-current:
Time deposits with original maturity
of over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61,852 107,120
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36 36
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111836,328 107,476 120,520 101,151
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,967 106,098 95,787 49,374
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 249 41,234
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118361 23 22 7,596
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,355 24,462 2,947
36,328 107,476 120,520 101,151
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,492 27,865 91,522 53,769
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 135,125 116,476 146,234
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36 36
62,963 162,990 208,034 200,039
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 392 ---
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Less:
Current:
Time deposits with original maturity
of over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,471 58,105 54,624 39,114
Non-current:
Time deposits with original maturity
of over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 61,852 107,120
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36 36
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111832,492 104,885 91,522 53,769
Denominated in
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,492 104,885 91,522 46,987
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,011
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 5,765
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––6
32,492 104,885 91,522 53,769
The RMB is not freely convertible into other currencies, however, under Chinese Mainland’s Foreign
Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange
Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to
conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits
are made for varying periods of between one day and three months depending on the immediate cash
requirements of the Group and earn interest at the respective short term time deposit rates. The bank balances
and restricted bank balances are deposited with creditworthy banks with no recent history of default.
As at 31 December 2024 and 30 September 2025, the restricted bank deposits are all guarantee deposits,
with an amount of RMB36,100.
25. TRADE PAYABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,375 48,973 70,803 92,114
An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice
date, is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,510 45,925 67,489 89,861
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 3,048 3,314 2,253
25,375 48,973 70,803 92,114
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 393 ---
The trade payables are non-interest-bearing and are normally settled on terms on 1-3 months terms.
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,240 48,369 70,310 82,395
An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice
date, is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,375 45,701 67,324 77,927
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865 2,668 2,986 4,468
24,240 48,369 70,310 82,395
26. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,355 15,220 18,295 18,468
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,528 1,913 1,304 1,540
Refund liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,322 2,651 4,204 2,998
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,524 18,332 12,837 14,570
33,729 38,116 36,640 37,577
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payables to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,457 140,975 172,772 215,181
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,606 12,157 16,902 4,674
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,871 1,557 1,239 618
Refund liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,387 2,533 4,206 2,624
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,977 17,908 12,434 7,023
78,298 175,130 207,553 230,120
Other payables are non-interest-bearing and repayable on demand.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 394 ---
27. INTEREST-BEARING BANK LOANS
The Group and The Company
At 31 December
2022
Effective interest
rate (%) Maturity RMB’000
Current
Bank loans – secured* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.3-4 2023 10,000
As at 31 December 2023, 31 December 2024 and 30 September 2025, the Group had no interest-bearing bank
loan.
* The loan is guaranteed by Mr. Wang Guangneng (note 38).
28. CONTRACT LIABILITIES
The Group
As at 1 January As at 31 December
As at
30 September
2022 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Advances from customers
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,008 7,016 10,646 6,894 4,383
Analysed for reporting purposes as:
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,008 7,016 10,646 6,894 4,383
The Company
As at 1 January As at 31 December
As at
30 September
2022 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Advances received from customers
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,535 3,513 9,669 6,560 4,173
Analysed for reporting purposes as:
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,535 3,513 9,669 6,560 4,173
All of contract liabilities included in the carrying amount as at 31 December 2022, 2023, 2024 and 30
September 2025, were expected to be transferred to operating revenue in the following year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 395 ---
29. DEFERRED INCOME
The Group and The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grant* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118421 168 427 199
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118674 421 168 427
Addition during the year/period /H1118/H1118/H1118 – – 5,900 –
Released to profit or loss during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(253) (253) (5,641) (228)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118421 168 427 199
* The Group’s deferred government grants represented government grants received for projects and are
credited to profit or loss on a straight-line basis over the expected lives of the related assets or
recognised as income on a systematic basis over the periods that the costs, which they are intended to
compensate, are expensed.
30. PROVISION
The Group
Warranties
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118693
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(518)
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118606
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118606
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118620
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(458)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118768
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118768
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,259
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(933)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,129
Amounts utilised during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(938)
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,285
The Group generally provides 12 months warranties to its customers on certain of its products for general
repairs of defects occurring during the warranty period. The estimation basis is reviewed on an ongoing basis and
revised annually.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 396 ---
31. SHARE CAPITAL/PAID-IN CAPITAL
Share Capital
A summary of movements in the share capital is as follows:
Number of shares
in issue Share capital
(in thousand) RMB’000
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Issue of ordinary shares upon conversion into a joint stock
company of RMB0.20 each* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667 86,533
Issue of shares** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,028 3,606
As at 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,695 90,139
Paid-in capital
RMB’000
As at 1 January 2022 and 31 December 2022, 2023 and 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533
Conversion into a joint stock company* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(86,533)
As at 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
* In May 2025, the Company converted into a joint stock company with limited liability under the Company Law
of the PRC. The paid-in capital of the Company as of the conversion base date amounting to RMB86,533,000
were converted into 432,667,000 ordinary shares of RMB0.20 each.
** In May 2025, the Group implemented the Share Award Scheme by the way of issuing 18,027,800 shares with
total consideration of RMB22,973,000, which increased the share capital and capital reserve by
RMB3,606,000 and RMB19,367,000, respectively (note 33).
Pursuant to the shareholders subscription agreements entered into on 22 September 2020, 10 June 2021 and
19 November 2021, the Company issued 81,632,655, 77,380,955 and 28,372,960 ordinary shares (representing the
number of shares after conversion into a joint stock company) to the Pre-IPO Investors at RMB6.43, RMB22.62 and
RMB31.78 per share, respectively. The aggregate net cash proceed from these transactions amounted to
approximately RMB605.36 million (collectively the “Pre-IPO Investments”). And pursuant to the share transfer
agreement dated on 26 December 2024, the shareholder Shenzhen Zhirenxing Enterprise Management Partnership
(Limited Partnership) transferred 19,666,690 ordinary shares (representing the number of shares after conversion into
a joint stock company) to certain Pre-IPO Investors at RMB25.42 per share which was settled on 3 January 2025.
Pursuant to the above agreements, the Pre-IPO Investors were granted by the Company with special rights (“Special
Rights”) which included redemption rights and liquidation preferences rights.
There was no exercise of Special Rights granted by the Company before January 1, 2022 and throughout the
Track Record Period.
On 30 April 2025, the Company and the Pre-IPO Investors subsequently entered into supplemental agreements,
agreeing that the redemption rights and liquidation preferences rights granted by the Company to Pre-IPO investors
have been irrevocably terminated and shall be void ab initio. Taking into account the legal and regulatory framework
of the Company’s jurisdiction and the governing law of the supplemental agreements, the directors considered that
it is appropriate to present the Pre-IPO Investments as equity throughout the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 397 ---
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as financial
liabilities measured at present value of the redemption amount prior to entering into the supplemental agreements in
April 2025, (i) the redemption financial liabilities, total current liabilities, net current liabilities, total non-current
liabilities and net deficits would have been:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Redemption financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118702,157 753,684 811,608
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,679 720,637 929,160
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,317 203,516 443,469
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,904 139,197 2,752
Net deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(297,164) (275,619) (315,349)
and (ii) the finance costs associated with the redemption financial liabilities, the net losses for the year/period, basic
and dilutive loss per share would have been:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financial costs associated
with the redemption
financial liabilities /H1118/H1118/H1118/H1118(58,893) 51,527 57,924 43,364 22,211
Total net losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,473) (49,632) (40,055) (34,327) (37,799)
Basic and dilutive loss per
share (expressed in
RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.06) (0.11) (0.09) (0.08) (0.09)
32. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the
consolidated statements of changes in equity.
(i) Capital reserve
Capital reserve of the Group represents the difference between the value of the paid-up capital and the
consideration received.
(ii) Share-based payment reserve
The share-based payment reserve of the Group represents the share-based compensation reserve due to
equity-settled share-based payment transactions, details of which were set out in note 33 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 398 ---
The Company
The amounts of the Company’s reserves and the movements there in for the Relevant Periods are presented as
follows:
Capital reserve
Share-based
payment reserve Accumulated loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 167,075 (351,093) 384,809
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (58,853) (58,853)
Total comprehensive loss for the year /H1118/H1118/H1118/H1118 – – (58,853) (58,853)
Equity-settled share award expense /H1118/H1118/H1118/H1118/H1118 – 13,238 – 13,238
Forfeited share award /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (407) – (407)
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 179,906 (409,946) 338,787
Capital reserve
Share-based
payment reserve Accumulated loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 179,906 (409,946) 338,787
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 26,041 26,041
Total comprehensive income for the year /H1118/H1118 – – 26,041 26,041
Equity-settled share award expense /H1118/H1118/H1118/H1118/H1118 – 70,524 – 70,524
Forfeited share award /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (951) – (951)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 249,479 (383,905) 434,401
Capital reserve
Share-based
payment reserve Accumulated loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 249,479 (383,905) 434,401
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 23,827 23,827
Total comprehensive income for the year /H1118/H1118 – – 23,827 23,827
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 249,479 (360,078) 458,228
Capital reserve
Share-based
payment reserve Accumulated loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118568,827 249,479 (360,078) 458,228
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 17,894 17,894
Total comprehensive income for the year /H1118/H1118 – – 17,894 17,894
Issue of shares (note 31) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,367 – – 19,367
Equity-settled share award expense /H1118/H1118/H1118/H1118/H1118 – 24,652 – 24,652
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588,194 274,131 (342,184) 520,141
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 399 ---
33. SHARE-BASED PAYMENTS
2021 Share Award Scheme
In December 2021, the Group approved and adopted the share award scheme (the “2021 Share Award Scheme”)
for certain employees of the Group (“Share Incentive Participants”) in order to recognise the contributions of the
Share Incentive Participants to the growth and development of the Group, and incentivise them to further promote
the development of the Group.
In order to implement the 2021 Share Award Scheme, Shenzhen Zhirenxing Enterprise Management
Partnership Enterprise (Limited Partnership) (“Zhirenxing”) was established and designated as share incentive
platforms to hold the shares which were obtained from the Company’s shareholder, Han’s Laser Technology Industry
Group Co., Ltd, specially awarded to the eligible participants as the ultimate beneficial owners. The Group has no
control over the share incentive platforms.
On 28 December 2021, the Group granted 3,349,734 (equal to 16,748,650 shares after conversion into a joint
stock company) restricted share units (“RSUs”) of the Company to 43 eligible employees at a subscription price of
zero, which will vest in two tranches, 70% of which will vest in 31 December 2022 with a performance condition
set to be the Group’s revenue growth rate exceeding 300% as compared with 2021, 30% of which will vest in 31
December 2023 with the target of revenue growth of performance condition not yet determined on 28 December 2021.
For the first tranche, the fair value of granted shares are determined based on the most recent independent
equity transactions in December 2021. As the Group did not meet the original revenue growth target of 300% for the
first tranche, there’s no share-based payment expenses recorded for the first tranche for the year ended 31 December
2022. The shareholders of the Group passed a resolution on 20 June 2023 to vest 70% of the first tranche immediately
while the rest to vest until 31 December 2023. This is considered as a regrant of the first tranche shares and
RMB58,230,000 is recognised as share-based payment expense for the year ended 31 December 2023 based on the
fair value of regrant date which is determined based on the valuation report of independent external valuer.
For the second tranche, the Group has determined the revenue growth rate to be 50% as compared with 2022
with the resolution passed on 20 June 2023 and such date has been determined as the grant date of the second tranche.
Considering the group has previously agreed with employees regarding such arrangements on 28 December 2021,
therefore the services are effectively being rendered from that date, hence the cost of the award is recognised in 2021,
2022 and 2023, with an amount of RMB73,000, RMB13,237,000 and RMB11,342,000 respectively, based on the fair
value of grant date which is determined based on the valuation report of independent external valuer.
2025 Shares Transferred to Directors
Pursuant to share transfer agreements entered into between Sichuan Zhirentuan Enterprise Management
Partnership (Limited Partnership) (“Zhirentuan”), which controlled by Mr. Wang Guangneng and Mr. Zhang
Guoping, and an investor shareholder of the Company, Zhirentuan acquired 1.80% of the then total registered share
capital of the Company (equal to 7,774,540 shares after conversion into a joint stock company), at a total
consideration of approximately RMB26,953,000. The transaction was duly completed in February 2025.
The difference between the fair value and the consideration paid was recognised immediately as share-based
payment expenses with total amount of RMB11,863,000 in the nine months ended 30 September 2025 as there are
no vesting conditions required. The fair value of the shares at the transaction date was determined by reference to
the recent valuation report of independent external valuer.
2025 Share Award Scheme
In May 2025, the Group approved and implemented a new share award scheme (the “2025 Share Award
Scheme”) to motivate key personnel and drive long-term business growth. In order to implement this scheme,
Shenzhen Zhirenle Enterprise Management Partnership (Limited Partnership), Shenzhen Zhirenju Enterprise
Management Partnership (Limited Partnership), Shenzhen Zhirenxue Enterprise Management Partnership (Limited
Partnership) and Shenzhen Zhirenyun Enterprise Management Partnership (Limited Partnership) (collectively as
“Employee Share Platforms were established and designated as the share incentive platform to grant the awards to
the eligible participants. The Group has no control over these share incentive platforms.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 400 ---
Employee Share Platforms subscribed for 18,027,800 shares of the Company at a subscription price of
RMB1.2743 per share. On 30 May 2025, the Group granted 3,605,600 units of the Employee Share Platforms, which
are equivalent to 18,010,800 shares, to 175 eligible employees with an exercise price of RMB1.2743 per share, which
will be vested in instalments over the next four years. According to the Company’s performance appraisal and
individual performance appraisal, the granted shares will be vested at a rate of 25% as of the year ended 31 December
2025, 2026, 2027 and 2028, respectively. The fair value of granted shares under the 2025 Share Award Scheme was
determined based on the valuation report of independent external valuer.
The fair values of the RSUs/shares granted under the 2021 Share Award Scheme and 2025 Share Award Scheme
were estimated as at the grant date by using market approach, taking into account the terms and conditions upon
which the RSUs/shares were granted. The following table lists the inputs to the model used:
Grant date
2021 Share Award
Scheme
2025 Share Award
Scheme
2023/6/20 2025/5/30
Average enterprise value per sales multiplier of comparable
companies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821.93 19.41
Discount for lack of marketability (“DLOM”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823% 14%
The movements of the outstanding RSUs/shares granted under the 2021 Share Award Scheme and 2025 Share
Award Scheme during the Relevant Periods were as follows:
2021 Share Award Scheme
Number of awards
equivalent to RSUs
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,349,734
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,352,797)
V ested during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118996,937
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118996,937
Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,186,644
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(71,171)
V ested during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,112,410)
At 31 December 2023 and 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
2025 Share Award Scheme
Number of awards
equivalent to shares
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Granted during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,010,800
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,010,800
During the years ended 31 December 2022 and 2023, the Group recognised share award expense of
RMB12,831,000 and RMB69,573,000, respectively in profit or loss.
During the nine months ended 30 September 2025, the Group recognised share award expense of
RMB24,652,000 in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 401 ---
34. DISPOSAL OF SUBSIDIARIES
In July 2023, the Group disposed of 60% equity interests in Shenzhen Niuer Commercial Robot Co., Ltd.
(“Shenzhen Niuer”) to a non-controlling shareholder of Shenzhen Niuer (the “Purchaser”), at a total consideration
of RMB10,555,000. The transaction was completed on 8 August 2023.
8 August 2023
RMB’000
Net assets disposed of:
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,420
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118359
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,015
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,937
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672
Intangible Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,623
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,503)
Contract Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,120)
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,205)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,522
(2,280)
Gain on disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,835
Total consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,555
Satisfied by:
Cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,000
Receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,555
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,555
An analysis of the net inflow of cash and cash equivalents in respect of the disposal of a subsidiary is as
follows.
2023
RMB’000
Cash consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,000
Cash and bank balances disposed of /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,420)
Net inflow of cash and cash equivalents in respect of the disposal of a subsidiary /H1118/H1118 580
* As of 30 September 2025, the balance of receivables was collected through cash and bill receivables,
amounting to RMB6,650,000 and RMB1,905,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 402 ---
35. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
Y ear ended 31 December
Nine months
ended
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables settled by
endorsement of bills receivable
which were qualified for
derecognition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,942 8,179 26,514 20,892
Addition of right-of-use assets /H1118/H1118/H1118/H11181,357 1,313 – 15,256
(b) Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash
and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash
flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
Interest bearing
bank borrowings Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,938 10,938
Changes from financing cash flow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,852 (2,994) 6,858
Changes from lease additions and changes /H1118/H1118/H1118/H1118/H1118 – 846 846
Accrual of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7) – (7)
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155 489 644
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H111810,000 9,279 19,279
Changes from financing cash flow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,212) (1,937) (12,149)
Changes from lease additions and early
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (166) (166)
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212 303 515
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118 – 7,479 7,479
Changes from financing cash flow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,247) (3,247)
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 214 214
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118 – 4,446 4,446
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118 – 4,446 4,446
Changes from financing cash flow /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,881)) (2,881)
Changes from lease additions and early
termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,728 14,728
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 287 287
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,580 16,580
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118 – 7,479 7,479
Changes from financing cash flow (Unaudited) /H1118 – (2,678) (2,678)
Accretion of interest (Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 169 169
At 30 September 2024 (Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,970 4,970
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 403 ---
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within operating activities /H1118 2,553 1,979 1,721 1,098 1,187
Within financing activities /H1118 2,994 1,937 3,247 2,678 2,881
5,547 3,916 4,968 3,776 4,068
36. PLEDGE OF ASSETS
Details of the Group’s restricted bank deposits are included in note 24 to the Historical Financial Information.
37. COMMITMENTS
The Group did not have any significant commitments as at 31 December 2022, 2023 and 2024 and 30
September 2025.
38. RELATED PARTY TRANSACTIONS
The directors are of the view that the following companies are related parties that have material transactions
or balances with the Group during the Relevant Periods and nine months ended 30 September 2024.
(a) Name and relationships of the related parties
Name Relationship
Neura Robotics GmbH /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118note 1
Han’s Laser Technology Industry Group Co., Ltd.
(Han’s Laser) (“ࠢ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Has significant influence over the Company
Shenzhen Han’s Motor S&T Co., Ltd. (“ ଉέ̹ɽૄ
ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Han’s Lithium Battery Intelligent
Equipment Co., Ltd. (“ ଉέ̹ɽૄ቞ཥ౽ঐༀ௪
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Han’s Beijing Equipment Co., Ltd. (“ ଉ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Han’s Photoelectric Equipment Co., Ltd. (“ ଉέ̹
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Han’s Semiconductor Equipment
Technology Co., Ltd. (“߅
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Han’s CNC Technology Co., Ltd. (“ ଉέ
ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Jiangsu Dazu Intelligent Welding Equipment Group
Co., Ltd. (“ʮ
̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Hans Laser Smart Equipment Group Co., Ltd. (“ ɽ
ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Hans Vision Technology Co., Ltd. (“ ଉέ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
GD Han’s Y ueming Laser Group Co., Ltd. (“ɽ
ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Hans YC Technology Co., Ltd. (“ ଉέ̹
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 404 ---
Name Relationship
Shanghai Han’s Industrial Co., Ltd. (“ ɪऎɽૄྼุ
ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Laser Smart Equipment Group Co., Ltd. (“ ɽૄዧΈ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shanghai Fortrend Technology Co., Ltd. (“ ɪऎɽૄ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Dongguan Hanchuan Technology Co., Ltd.
Shenzhen Branch (“ʮ̡ଉέ
ʱʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Han’s Laser Corp. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiary of Han’s Laser
HAN’S LASER KOREA CO., LTD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiary of Han’s Laser
Han’s Laser Science & Technology (Thailand) Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Han’s Laser Intelligent Technology (Jinan) Co.,
Ltd. (“Ҧ(ی)ʮ̡”) /H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
GD Han’s Y ueming Laser Group Co., Ltd.
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Dazu Machine Tool Technology Co., Ltd.
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Han Nationality Intelligent Welding
Equipment Co., Ltd. (“ ଉέ̹ɽૄ౽ঐଔટༀ௪
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Wuhan Hans Goldensky Laser SYSTEM Co., Ltd.
(“ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Dazu Properties Management Co., Ltd.
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Shenzhen Shanchuan Harmonic Transmission
Technology Co., Ltd. (“Shanchuan Harmonic”)
(“ʮ̡”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
note 2
Han’s Laser Semiconductor Equipment Technology
Co., Ltd. (“ʮ̡”) /H1118
Subsidiary of Han’s Laser
Shenzhen Mason Electronics Co., Ltd. (“ ଉέ௥Ⴥ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Subsidiary of Han’s Laser
Note 1: Neura Robotics Gmbh was the joint venture of the Group till August 2023. The Group disposed of
Neura Robotics GmbH in August 2023, after which it was no longer a related party of the Group,
refer to note 17 for more details.
Note 2: Shanchuan Harmonic was a subsidiary of Han’s Laser till March 2023. The Han’s Laser disposed of
Shanchuan Harmonic in March 2023, after which it was no longer a related party of the Group.
(b) The Group had the following transactions with related parties during the Relevant Periods and nine
months ended 30 September 2024:
Sales of products
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Neura Robotics GmbH /H1118/H1118/H111811,651 6,865 NA NA NA
Han’s Laser Technology
Industry Group Co., Ltd.
and its subsidiaries /H1118/H1118/H1118/H111812,596 16,710 16,072 11,841 9,664
24,247 23,575 16,072 11,841 9,664
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 405 ---
Purchases of products and other assets
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Neura Robotics GmbH /H1118/H1118/H1118 8,721 1,934 NA NA NA
Han’s Laser Technology
Industry Group Co., Ltd.
and its subsidiaries /H1118/H1118/H1118/H11186,227 2,347 729 498 738
14,948 4,281 729 498 738
Lease
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Han’s Laser Technology
Industry Group Co., Ltd.
and its subsidiaries
Lease payments in respect
of short-term leases and
low-value assets leases /H1118 108 187 168 146 51
Interest on lease liabilities /H1118 377 263 214 169 248
Addition of right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,190 1,313 – – 10,613
Utilities paid and purchase of property services
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Han’s Laser Technology
Industry Group Co., Ltd.
and its subsidiaries /H1118/H1118/H1118/H1118957 921 1,143 902 1,377
(c) Outstanding balances with related parties:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Due from a related party – trade in
nature:
Neura Robotics GmbH* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,941 NA NA NA
Neura Robotics GmbH** /H1118/H1118/H1118/H1118/H1118/H1118/H111815,880 NA NA NA
Han’s Laser Technology Industry
Group Co., Ltd. and its
subsidiaries* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118332 550 125 377
Han’s Laser Technology Industry
Group Co., Ltd. and its
subsidiaries** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,415 19,281 9,187 7,860
60,568 19,831 9,312 8,237
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 406 ---
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Due from related parties – non-trade
in nature:
Neura Robotics GmbH*** /H1118/H1118/H1118/H1118/H1118/H1118/H111884,017 NA NA NA
Due to related parties – trade in
nature:
Neura Robotics GmbH**** /H1118/H1118/H1118/H1118/H1118/H1118369 NA NA NA
Han’s Laser Technology Industry
Group
Co., Ltd. and its subsidiaries**** /H1118 3,008 3,390 176 514
Han’s Laser Technology Industry
Group
Co., Ltd. and its
subsidiaries***** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,769 209 577 308
7,146 3,599 753 822
Lease liabilities – trade in nature:
Han’s Laser Technology Industry
Group Co., Ltd. and its
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,279 7,479 4,446 13,973
* Included in “Prepayments, deposits and other receivables” in the consolidated statement of financial
position
** Included in “Trade and bills receivables” in the consolidated statement of financial position
*** Include the loan and interest receivables in the consolidated statement of financial position. Please refer
to note 21.
**** Included in “Other payables and accruals” in the consolidated statement of financial position
***** Included in “Trade payable” in the consolidated statement of financial position. The Group’s trade
receivables are amounts due from related parties are repayable on credit terms similar to those offered
to the major customers of the Group.
(d) Compensation of key management personnel of the Group
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H11182,193 2,143 2,308 1,346 1,206
Performance related bonus /H1118 830 1,010 1,098 715 773
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123 219 121 77 63
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11185,904 37,109 – – 14,131
9,050 40,481 3,527 2,138 16,173
Further details of executive directors’ and supervisors’ remuneration are included in note 8 to the Historical
Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 407 ---
(a) At 31 December 2022, certain bank loan of the Group in the amount of RMB10,000,000 were
guaranteed by Mr. Wang Guangneng and the guarantee was released along with the maturity of the bank
loan in December 2023.
(e) According to the share subscription agreements and supplemental agreement entered into by the Company and
the shareholders from September 2020 to April 2025, the Pre-IPO investors were granted the redemption right
by Mr. Wang Guangneng. The Company has not provided any form of guarantee in connection with any
potential failure of Mr. Wang Guangneng to fulfill his obligations relating to the redemption rights granted by
Mr. Wang Guangneng. Accordingly, no financial liability regarding redemption rights granted by Mr. Wang
Guangneng was recorded by the Company during the Track Record Period.
39. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods were as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at fair value
through profit and loss: 119,552 75,261 31,047 42,607
119,552 75,261 31,047 42,607
Financial assets at amortised cost:
Trade and bills receivables /H1118/H1118/H1118/H1118/H111847,959 69,692 111,646 134,565
Financial assets included in other
receivables and other assets /H1118/H1118/H1118 87,793 31,013 27,224 7,988
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 36 36
Cash and cash equivalents /H1118/H1118/H1118/H1118/H111836,328 107,476 120,520 101,151
Time deposits with original
maturity of over three months /H1118/H1118 30,471 80,024 116,476 146,234
202,551 288,205 375,902 389,974
Financial assets at fair value through
other comprehensive income /H1118/H1118/H1118/H11183,782 776 1,334 3,834
Financial liabilities
Financial liabilities at amortised
cost:
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,375 48,973 70,803 92,114
Financial liabilities included
in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,524 18,332 12,837 14,570
Interest-bearing bank loans /H1118/H1118/H1118 10,00 0–––
52,899 67,305 83,640 106,684
For the details of Pre-IPO investments, please refer to note 31 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 408 ---
40. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
All the carrying amounts of the Group’s financial instruments approximate to their fair values due to the
short-term maturities of these instruments.
The Group’s finance department is responsible for determining the policies and procedures for the fair value
measurement of financial instruments. At the end of each of the Relevant Periods, the finance department analysed
the movements in the values of financial instruments and determined the major inputs applied in the valuation. The
valuation is reviewed and approved by the finance manager. The valuation process and results are discussed with the
directors of the Company once a year for annual financial reporting.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The fair values of the financial assets and financial liabilities at fair value through profit and loss have been
calculated by discounting the expected future cash flows using rates currently available for instruments with similar
terms, credit risk and remaining maturities.
Fair value hierarchy
Financial assets:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
inputs (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 119,552 – 119,552
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,782 – 3,782
– 123,334 – 123,334
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
inputs (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 75,261 – 75,261
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 776 – 776
– 76,037 – 76,037
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 409 ---
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
inputs (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,047 – 11,047
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,000 – 20,000
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,334 – 1,334
– 32,381 – 32,381
As at 30 September 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
inputs (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 42,607 – 42,607
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,834 – 3,834
– 46,441 – 46,441
41. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise interest-bearing bank and other borrowings, financial
assets at fair value through profit or loss and cash and short-term deposits. The main purpose of these financial
instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities
such as trade receivables and trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
Foreign currency risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations
in exchange rates between RMB and other currencies in which the Group conducts business may affect the Group’s
financial condition and results of operations.
The following table demonstrates the sensitivity at the end of each of the Relevant Periods to a reasonably
possible change in foreign currency exchange rates, with all other variables held constant, of the Group’s loss before
tax (due to changes in the fair value of monetary assets and liabilities).
Increase/(decrease) in
basis points
Increase/(decrease) in
profit before tax
% RMB’000
Y ear ended 31 December 2022
If RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (420)
If RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 420
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,997)
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1,997
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 410 ---
Increase/(decrease) in
basis points
Increase/(decrease) in
profit before tax
% RMB’000
Y ear ended 31 December 2023
If RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (485)
If RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 485
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (5,610)
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 5,610
Y ear ended 31 December 2024
If RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (36)
If RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853 6
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (3,375)
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 3,375
Nine months ended 30 September 2025
If RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (240)
If RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 240
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,348)
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1,348
Credit risk
The Group trades only with recognised and creditworthy parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an
ongoing basis.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents and financial
assets included in prepayments, deposits and other receivables, arises from default of the counterparty, with a
maximum exposure equal to the carrying amounts of these instruments.
For other receivables, management makes periodic collective assessment as well as individual assessment on
the recoverability of other receivables based on historical settlement records and past experience. The Directors
believe that there is no material credit risk inherent in the Group’s outstanding balance of other receivables.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year-end staging classification as at the end of each of the Relevant Periods.
The amounts presented are gross carrying amounts for financial assets.
As at 31 December 2022
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,096 – – 49,830 50,926
Financial assets included
in deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,08 2––– 88,082
Cash and cash equivalents /H1118 36,32 8––– 36,328
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,47 1––– 30,471
Financial assets at fair
value through other
comprehensive income /H1118/H1118 3,78 2––– 3,782
159,759 – – 49,830 209,589
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 411 ---
As at 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118814 – – 70,922 71,736
Financial assets included
in deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,53 4––– 31,534
Cash and cash equivalents /H1118 107,47 6––– 107,476
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,02 4––– 80,024
Financial assets at fair
value through other
comprehensive income /H1118/H1118 7 7 6––– 7 7 6
220,624 – – 70,922 291,546
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,513 – – 109,920 113,433
Financial assets included
in deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,99 1––– 27,991
Restricted bank balances /H1118/H1118 3 6––– 3 6
Cash and cash equivalents /H1118 120,52 0––– 120,520
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,47 6––– 1 16,476
Financial assets at fair
value through other
comprehensive income /H1118/H1118 1,33 4––– 1,334
269,870 – – 109,920 379,790
As at 30 September 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,372 – – 127,604 136,976
Financial assets included
in deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,13 5––– 3,135
Restricted bank balances /H1118/H1118 3 6––– 3 6
Cash and cash equivalents /H1118 101,15 1––– 101,151
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,23 4––– 146,234
Financial assets at fair
value through other
comprehensive income /H1118/H1118 3,83 4––– 3,834
263,762 – – 127,604 391,366
* The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition.
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 412 ---
Liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers
the maturity of both its financial instruments and financial assets (e.g., trade receivables) and projected cash flows
from operations. The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods,
based on the contractual undiscounted payments, is as follows:
As at 31 December 2022
Less than
12 months or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,375 – 25,375
Financial liabilities included in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,524 – 17,524
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,039 7,020 10,059
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,121 – 10,121
56,059 7,020 63,079
As at 31 December 2023
Less than 12
months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,973 – 48,973
Financial liabilities included in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,332 – 18,332
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,283 5,589 7,872
69,588 5,589 75,177
As at 31 December 2024
Less than 12
months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,803 – 70,803
Financial liabilities included in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,837 – 12,837
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,252 2,373 4,625
85,892 2,373 88,265
As at 30 September 2025
Less than 12
months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,114 – 92,114
Financial liabilities included in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,570 – 14,570
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,861 13,713 17,574
110,545 13,713 124,258
APPENDIX I ACCOUNTANTS’ REPORT
– I-86 –


--- page 413 ---
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject
to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for
managing capital during the Relevant Periods.
The asset-liability ratios as at the end of each of the Relevant Periods are as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,419 584,215 616,563 680,231
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,426 106,150 120,304 152,138
Asset-liability ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818% 18% 20% 22%
* Asset-liability ratio is calculated by dividing total liabilities by total assets.
42. TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets that are not derecognised in their entirety
As part of its normal business, the Group endorsed certain bills receivable accepted by banks in Chinese
Mainland to certain of its suppliers in order to settle the trade payables due to such suppliers. As at 31 December
2022, 2023 and 2024 and 30 September 2025, the bills receivable with a carrying amount of RMB346,000,
RMB537,000 and RMB1,887,000 and RMB5,056,000, respectively, were endorsed to its supplier. The Group
considers that it has retained substantially all the risks and rewards, including default risks relating to such endorsed
bills. Accordingly, it continued to recognise the full carrying amounts of the endorsed bills and associated trade
payables. Subsequent to the endorsement, the Group did not retain any rights on the use of the endorsed bills
including the right of sale, transfer or pledge of the bills to any other third parties.
Transferred financial assets that are derecognised in their entirety
As part of its normal business, the Company endorsed certain bills receivable accepted by banks in Chinese
Mainland to suppliers with a carrying amount in aggregate of RMB2,046,000, RMB6,151,000, and RMB17,955,000
and RMB13,640,000 as at 31 December 2022, 2023 and 2024 and 30 September 2025, respectively (the
“Derecognised Bills”). The Derecognised Bills had a maturity of one to six months at the end of each of the Relevant
Periods. In accordance with the Law of Negotiable Instruments in the PRC, the holders of the Derecognised Bills may
exercise the right of recourse against any, several or all of the persons liable for the Derecognised Bills including the
Company, in disregard of the order of precedence (the “Continuing Involvement”). In the opinion of the directors,
the risk of the Company being claimed by the holders of the Derecognised Bills is remote in the absence of a default
of the accepted banks. The Company has transferred substantially all risks and rewards relating to the Derecognised
Bills. Accordingly, it has derecognised the full carrying amounts of the Derecognised Bills and the associated trade
payables. The maximum exposure to loss from the Group’s Continuing Involvement in the Derecognised Bills and
the undiscounted cash flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion
of the directors, the fair values of the Group’s Continuing Involvement in the Derecognised Bills are not significant.
43. EVENTS AFTER THE REPORTING PERIOD
No significant events have occurred in respect of any period subsequent to 30 September 2025.
44. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries in
respect of any period subsequent to 30 September 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-87 –


--- page 414 ---
The following information does not form part of the Accountants’ Report from Ernst &
Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set
out in Appendix I to this document, and is included herein for information purpose only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” in this document and the Accountants’ Report set out in
Appendix I to this document.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma adjusted consolidated net tangible assets of the Group
prepared in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on the Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7
Preparation of Pro Forma Financial Information for inclusion in Investment Circulars issued
by the Hong Kong Institute of Certified Public Accountants for illustration purposes only, and
is set out here to illustrate the effect of the Global Offering on the consolidated net tangible
assets of the Group attributable to owners of the parent as if the Global Offering had taken
place on 30 September 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group has been prepared for illustrative purpose only and, because of its hypothetical nature,
it may not give a true picture of the consolidated net tangible assets of the Group to owners
of the parent had the Global Offering been completed as of 30 September 2025 or as at any
future dates.
Consolidated net
tangible assets of the
Group attributable to
owners of the
Company as at
30 September 2025
Estimated net
Proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets as at
30 September 2025
Unaudited pro forma
adjusted consolidated net
tangible assets per Share
as at 30 September 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3&4) (Note 5)
Based on an Offer Price of
HK$17.00 per Share /H1118/H1118/H1118 525,841 1,144,683 1,670,524 3.14 3.56
Notes:
1. The consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 September
2025 is derived from the Accountant’s Report as set out in Appendix I to this document, which is based on the
audited consolidated net assets of the Group attributable to the owners of the Company as at 30 September
2025 of RMB528,093,000, with an adjustment for the intangible assets attributable to the owners of the
Company as at 30 September 2025 of RMB2,252,000.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 415 ---
2. The estimated net proceeds from the Global Offering are based on the Offer Price of HK$17 per Share, after
deduction of the underwriting fees and other related expenses payable by the Company (excluding the listing
expense that have been charged to profit or loss during the Track Record Period) and do not take into account
any share which may be sold and offered upon exercise of the Over-allotment Option.
3. The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent per
Share are arrived at by dividing the unaudited pro forma adjusted net tangible assets by 531,479,980 shares,
which is presented for illustrative purposes and assumes that Global Offering of 80,785,000.00 Offer Shares
had been completed on 30 September 2025 and do not take into account any share which may be sold and
offered upon exercise of the Over-allotment Option.
4. For the purpose of this unaudited pro forma statement of adjusted net tangible assets, the balances stated in
RMB are converted into HK$ at the rate of RMB1.00 to HK$1.13384.
5. No other adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to
reflect any trading results or other transactions of the Group entered into subsequent to 30 September 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 416 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎ 27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
To the Directors of Guangdong Huayan Robotics Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Guangdong Huayan Robotics Co., Ltd. (the “Company”)
and its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at 30
September 2025, and related notes as set out on pages II-1 to II-2 of the prospectus dated 20
March 2026 issued by the Company (the “Unaudited Pro Forma Financial Information”). The
applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma
Financial Information are described in Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 30 September 2025 as if the transaction had taken place at 30 September 2025.
As part of this process, information about the Group’s financial position has been extracted by
the Directors from the Group’s financial statements for the period ended 30 September 2025,
on which an accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion
in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 417 ---
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 418 ---
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
Certified Public Accountants
Hong Kong
20 March 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 419 ---
The following is the preliminary financial information of our Group as at and for the
year ended 31 December 2025 (the “2025 Preliminary Financial Information”), together
with comparative financial information as of and for the year ended 31 December 2024
and a management’s discussion and analysis of results of our Group’s financial position
and results of operations. The 2025 Preliminary Financial Information has been prepared
based on the consolidated financial statements of the Group prepared in accordance with
IFRS Accounting Standards. The 2025 Preliminary Financial Information does not
constitute the audited consolidated financial statements of the Group for the year ended
31 December 2025. The 2025 Preliminary Financial Information was not audited.
Investors should bear in mind that the 2025 Preliminary Financial Information in this
appendix may be subject to adjustments.
2025 PRELIMINARY FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 386,867 310,441
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(241,398) (204,008)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145,469 106,433
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 11,297 15,372
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,573) (41,941)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,748) (12,543)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(73,931) (47,283)
Provision for impairment losses on financial
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(898) (72)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(688) (3,043)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (378) (214)
(LOSS)/PROFIT BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (36,450) 16,709
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 6,533 1,160
(LOSS)/PROFIT FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,917) 17,869
OTHER COMPREHENSIVE (LOSS) INCOME
Other comprehensive income that may be
classified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(340) 325
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-1 –


--- page 420 ---
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,257) 18,194
(Loss) Profit attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,917) 17,869
Total comprehensive income attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,257) 18,194
(LOSSES)/EARNINGS PER SHARE
A TTRIBUTABLE TO ORDINARY EQUITY
HOLDERS OF THE PARENT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189
Basic and diluted (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.07) 0.04
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2025 2024
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,081 14,332
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,280 4,206
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,341 1,452
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,599 47,066
Prepayments, deposits and other receivables-
non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411 1,964
Time deposits with original maturity of over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,847 61,852
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,559 130,872
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 103,590 127,978
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 157,570 111,646
Prepayments, deposits and other receivables /H1118/H1118/H1118/H1118/H111812 27,705 38,506
Financial assets at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,513 31,047
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118916 1,334
Time deposits with original maturity of over three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,144 54,624
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-2 –


--- page 421 ---
As at 31 December
Notes 2025 2024
RMB’000 RMB’000
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3 6
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,329 120,520
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,767 485,691
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 72,005 70,803
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 49,333 36,640
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,202 2,121
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,322 6,894
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,039 1,094
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,901 117,552
NET CURRENT ASSETS 335,866 368,139
TOTAL ASSETS LESS CURRENT LIABILITIES /H1118 536,425 499,011
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123 427
Lease Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,162 2,325
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,285 2,752
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,140 496,259
EQUITY
Equity attributable to owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 90,139 –
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 – 86,533
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434,001 409,726
524,140 496,259
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,140 496,259
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-3 –


--- page 422 ---
NOTES TO THE 2025 PRELIMINARY FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company is a joint stock company with limited liability incorporated in Shenzhen, People’s Republic of
China (the “ PRC”). The registered office address of the Company is 1101, Building 9, Haichuang Dazu Robot
Intelligent Manufacturing Center, No. 3 Erzhi Industrial Avenue, Xihai Village, Beijiao Town, Shunde District,
Foshan City, Guangdong Province, the PRC.
The Company and its subsidiaries (together, the “Group”) are principally engaged in the research and
development, manufacturing and commercialization of intelligent robots.
2. BASIS OF PREPARATION
This 2025 Preliminary Financial Information has been prepared in accordance with the applicable disclosure
requirements of Appendix D2 to the Rules Governing the Listing of Securities on the Main Board of The Stock
Exchange of Hong Kong Limited in relation to annual results announcements.
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards
issued by the International Accounting Standards Board. They have been prepared under the historical cost
convention, except for certain financial instruments which have been measured at fair value. The consolidated
financial statements are presented in Renminbi (“RMB”), and all values are rounded to the nearest thousand except
when otherwise indicated.
The 2025 Preliminary Financial Information does not include all of the information required for a complete
set of financial statements prepared in accordance with the IFRS Accounting Standards.
3. ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued
but are not yet effective, in the 2025 Preliminary Financial Information. The Group intends to apply these new and
amended IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS
Accounting Standards — V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making a detailed assessment of the impact of these new and amended IFRS
Accounting Standards upon initial application. So far, the Group considers that these new and amended IFRS
Accounting Standards, except for IFRS 18, may result in changes in certain accounting policies and no significant
impact on the Group’s financial performance and financial position is expected in the period of initial application.
The application of IFRS 18 is not expected to have material impact on the financial position of the Group but is
expected to affect the presentation of the statement of profit or loss and other comprehensive income and statement
of cash flows and disclosures in the future financial information. The Group will continue to assess the impact of
IFRS 18 on the Group’s financial information.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-4 –


--- page 423 ---
4. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,867 310,441
386,867 310,441
Revenue from contracts with customers
Disaggregated revenue information
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Types of goods or services
Sale of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118385,771 308,202
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,096 2,239
386,867 310,441
Geographical market
Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,541 154,542
European /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,241 124,328
Americas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,728 24,025
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,357 7,546
386,867 310,441
Timing of revenue recognition
Goods transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118385,771 308,202
Maintenance services transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118938 1,455
Advisory services transferred over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118158 784
Total revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118386,867 310,441
The following table shows the amounts of revenue recognised in the current reporting period that were
included in the contract liabilities at the beginning of the reporting period:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Revenue recognised that was included in contract liabilities at
the beginning of the reporting period:
Sale of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,894 9,844
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-5 –


--- page 424 ---
Other income and gains
An analysis of other income and gains is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Other income
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,233 1,987
Investment income from wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118747 1,932
Investment income from certificate of deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,639 3,371
Government grants* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392 7,669
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443 366
Gains
Fair value gains on financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118466 47
Gain on early termination of a lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 –
Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,347 –
11,297 15,372
* The Group has received certain government grants related to assets and income. Certain of the grants
related to assets and income have future related costs expected to be incurred. The grants related to
assets were recognised in profit or loss over the useful lives of the relevant assets. The grants related
to income have been received to compensate for the Group’s research and development costs and are
recognised in profit or loss on a systematic basis over the periods that the costs, for which they are
intended to compensate, are expensed.
Other government grants related to income that are received as compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Group with no future related costs are
recognised in profit or loss in the period in which they become receivable. There are no unfulfilled conditions or
contingencies relating to these grants.
5. (LOSS)/PROFIT BEFORE TAX
The Group’s (loss)/profit before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
Cost of inventories sold* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240,878 203,016
Cost of services provided /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118520 992
Research and development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,931 47,283
Depreciation of property, plant and equipment** /H1118/H1118/H1118/H1118/H1118 5,838 5,306
Depreciation of right-of-use assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,684 2,081
Amortisation of intangible assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118941 739
Loss on disposal of property, plant and equipment*** /H1118/H1118 35 –
Foreign exchange (gains)/losses, net*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,347) 2,003
Lease payments in respect of short-term leases and
low-value assets leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,554 1,721
Impairment/(reversal of impairment) of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 1,652 (183)
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-6 –


--- page 425 ---
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
(Reversal of impairment)/impairment of other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (753) 257
Write-down of inventories to net realisable value**** /H1118/H1118 3,757 4,251
Product warranty provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118441 1,259
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 252
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,477 –
Employee benefit expenses (excluding directors’ and
supervisors’ remuneration
– Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,069 58,826
– Performance related bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,364 8,774
– Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,625 3,666
– Share-based payments expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,068 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,126 71,266
* The amounts disclosed for cost of inventories sold included write-down of inventories to net realisable
value
** The depreciation of property, plant and equipment and right-of-use assets, amortisation of intangible
assets are included in “Cost of sales”, “Selling and distribution expenses”, “Administrative expenses”,
and “Research and development expenses” in profit or loss, respectively
*** The amounts are included in “other income and gains” and “other expenses” in profit or loss
**** The amounts are included in “cost of inventories sold” in profit or loss.
6. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378 214
7. INCOME TAX
The income tax profit of the Group is analysed as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Deferred income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,533) (1,160)
Total tax credit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,533) (1,160)
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-7 –


--- page 426 ---
A reconciliation of the expected income tax calculated at the preferential tax rate and (loss)/profit before
income tax, with the actual income tax at the effective tax rate is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
(Loss)/profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36.450) 16,709
Tax charge at the statutory tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,113) 4,177
Entities subject to lower statutory income tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,828 (928)
Additional deductible allowance for qualified research and
development expenses* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,850) (5,610)
Temporary differences and tax losses not recognised /H1118/H1118/H1118/H1118/H1118/H1118 406 275
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,196 1,050
Tax losses utilised from previous periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (124)
Tax (credit)/expense at the Group’s effective tax rate /H1118/H1118/H1118/H1118/H1118/H1118(6,533) (1,160)
8. DIVIDENDS
No dividend was paid or declared by the Company for the year ended 31 December 2025.
9. (LOSSES)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
PARENT
The calculation of the basic (losses)/earnings per share amounts is based on the (loss)/profit attributable to
ordinary equity holders of the parent and the weighted average number of ordinary shares in issue during the year
ended at 31 December 2025 and 2024. The weighted average number of ordinary shares in issue, as adjusted to reflect
the conversion into a joint stock company with limited liability on 13 May 2025 (note 15).
No adjustment has been made to the basic (losses)/earnings per share amounts presented for the year ended
31 December 2025 and 2024 in respect of a dilution as the Group had no potentially dilutive ordinary shares in issue.
The calculations of basic and diluted (losses)/earnings per share are based on:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
(Losses)/earnings
(Loss)/profit attributable to ordinary equity holders of the
parent, used in the basic earnings per share calculation /H1118/H1118/H1118 (27,276) 17,869
Shares
Weighted average number of ordinary shares in issue during
the year, used in the basic earnings/(losses) per share
calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118443,335,686 432,667,180
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-8 –


--- page 427 ---
10. INVENTORIES
As at 31 December
2025 2024
RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,412 52,192
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,294 58,937
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,827 13,716
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057 3,133
103,590 127,978
The inventories of the Group are net of a write-down of approximately RMB12,720,000 as at 31 December
2025 (2024: RMB21,544,000).
11. TRADE AND BILLS RECEIV ABLES
As at 31 December
2025 2024
RMB’000 RMB’000
Trade receivables
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118145,356 101,039
– Related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,848 8,881
Less: impairment of trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,366) (1,787)
Trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,838 108,133
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,732 3,513
157,570 111,646
An ageing analysis of the trade receivables as at the end of each of the for the year ended 31 December 2025
and 2024, based on the invoice date and net of loss allowance, is as follows:
As at 31 December
2025 2024
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,796 97,410
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,747 5,000
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,295 5,723
148,838 108,133
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-9 –


--- page 428 ---
12. PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES
As at 31 December
2025 2024
RMB’000 RMB’000
Current
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,970 4,813
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,513 –
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,600 2,636
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,854 3,833
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302 977
Amounts due from Neura Robotics* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 18,822
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118771 139
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118709 8,053
Less: Impairment of other receivables and deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 767
27,706 38,506
Non-Current
Prepayments for property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118410 1,964
28,116 40,470
* Non-trade amounts due from Neura Robotics were unsecured with the fixed interest rate of 1.0% per
annum and had been settled in February 2025.
13. TRADE PAYABLES
As at 31 December
2025 2024
RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,005 70,803
An ageing analysis of the trade payables as at the end of each of the year ended at 31 December 2025 and 2024,
based on the invoice date, is as follows:
As at 31 December
2025 2024
RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,490 67,489
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,515 3,314
72,005 70,803
The trade payables are non-interest-bearing and are normally settled on terms on 1-3 months terms.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-10 –


--- page 429 ---
14. OTHER PAYABLES AND ACCRUALS
As at 31 December
2025 2024
RMB’000 RMB’000
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,088 18,295
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,049 1,304
Refund liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,621 4,204
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,575 12,837
49,333 36,640
15. SHARE CAPITAL/PAID-IN CAPITAL
Share Capital
A summary of movements in the share capital is as follows:
Number of shares in
issue Share capital
(in thousand) RMB’000
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Issue of ordinary shares upon conversion into a joint stock
company of RMB0.20 each* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118432,667 86,533
Issue of shares** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,028 3,606
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,695 90,139
Paid-in capital
RMB’000
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,533
Conversion into a joint stock company* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(86,533)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
* In May 2025, the Company converted into a joint stock company with limited liability under the
Company Law of the PRC. The paid-in capital of the Company as of the conversion base date amounting
to RMB86,533,000 were converted into 432,667,000 ordinary shares of RMB0.20 each.
** In May 2025, the Company implemented the Share Award Scheme by the way of issuing 18,027,800
shares with total consideration of RMB22,973,000, which increased the share capital and capital reserve
by RMB3,606,000 and RMB19,367,000, respectively.
16. COMMITMENTS
The Company did not have any significant commitments as at 31 December, 2025 and 2024.
17. EVENTS AFTER THE REPORTING PERIOD
No significant events have occurred in respect of any period subsequent to 31 December 2025.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-11 –


--- page 430 ---
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Business Review
We are a company specializing in collaborative robots (“ cobots ”). With our expertise in
cobot and core motion component development, we primarily sell robot hardware to customers
in Chinese Mainland, Europe, the Americas and other regions in Asia. Leveraging our
capabilities spanning core motion components, cobot hardware and hardware-native HRC
Embodied Intelligence Control Platform, our cobots deliver high stability, precision and
motion control.
We generate revenue primarily through sales of products, under which we sell cobots such
as our E Series and S Series cobots, as well as core motion components such as precision
motion platforms and joint modules. To a lesser extent, we also generate revenue through the
provision of cobot services, mainly the quality assurance and maintenance services in relation
our cobots sold to customers.
Our revenue demonstrated steady growth, increasing by 24.6% from RMB310.4 million
in 2024 to RMB386.9 million in 2025. We had profit for the year of RMB17.9 million in 2024
and loss for the year of RMB29.9 million in 2025.
Future Plans and Prospects
We plan to implement the following strategies:
1. deepening our R&D capabilities;
2. developing our overseas business to strengthen our market leadership; and
3. upgrading and expanding our production capabilities.
See “Future Plans and Use of Proceeds” for details.
Our Directors confirm that there has been no material adverse change in the financial or
trading position or prospects of our Group since December 31, 2025 and up to the Latest
Practicable Date.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-12 –


--- page 431 ---
DESCRIPTION OF SELECTED ITEMS IN CONSOLIDATED STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
Our revenue increased by 24.6% from RMB310.4 million in 2024 to RMB386.9 million
in 2025, primarily due to an increase in revenue generated from sale of products.
Our revenue from cobots increased by 21.8% from RMB235.5 million in 2024 to
RMB286.8 million in 2025, primarily due to (i) a significant increase in the sales volume of
our S Series cobots, in particular, our S20 cobots, which was launched in 2023 and had been
increasingly well-accepted by the market; and (ii) a significant increase in the sales volume of
our E Series cobots, primarily driven by the market recognition of the high-quality of our
products.
Our revenue from our core motion components increased by 36.2% from RMB72.7
million in 2024 to RMB99.0 million in 2025, primarily due to (i) an increased sales volume of
high precision platform, mainly due to an increased demand of customers in China; and (ii) an
increased sales volume of joint module products, particularly to a major customer in Europe,
as a result of their increased demand.
Cost of Sales
Our cost of sales increased by 18.3% from RMB204.0 million in 2024 to RMB241.4
million in 2025, which is in line with the growth of our revenue.
Gross Profit and Gross Profit Margin
Our gross profit increased by 36.7% from RMB106.4 million in 2024 to RMB145.5
million in 2025, with gross profit margin improving from 34.3% to 37.6%, primarily due to the
increase in gross profit and gross profit margin of our sales of cobots.
The gross profit from our cobots increased by 31.2% from RMB82.8 million in 2024 to
RMB107.9 million in 2025. The gross profit margin of our cobots increased from 35.2% in
2024 to 38.0% in the 2025. This was primarily driven by the increase in the gross profit margin
of our E Series cobots, since the cost of raw materials and production as a proportion of our
revenue decreased as a result of our further improved economies of scale and production
efficiency.
The gross profit from our core motion components increased by 46.6% from RMB26.6
million in 2024 to RMB39.0 million in 2025. The gross profit margin from our core motion
components increased from 36.6% in 2024 to 40.1% in 2025, primarily due to an increase in
the revenue from precision motion platforms and joint module products which achieved higher
gross profit margin due to greater economies of scales.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-13 –


--- page 432 ---
Other Income and Gains
Other income decreased by 26.5% from RMB15.4 million in 2024 and RMB11.3 million
in 2025, mainly due to our strategic decision to withdraw from a government-subsidized R&D
project, the amount of which were deducted from the total amount of government grants
received in 2025. Following the relocation of our headquarters from Shenzhen to Foshan,
Guangdong Province, we decided not to participate in the R&D project subsidized by the
relevant Shenzhen authorities. The requirement for reporting to and supervision by these
authorities was no longer commercially reasonable in light of our new location. Such a
decrease was partially offset by an increase in foreign exchange rates, as the EUR/RMB
exchange rate were more favorable in 2025 than in 2024.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 39.6% from RMB41.9 million for 2024
to RMB58.6 million for 2025, mainly due to an increase in employee compensation in line with
our revenue growth.
Administrative Expenses
Our administrative expenses significantly increased from RMB12.5 million for 2024 to
RMB58.7 million for 2025, mainly due to (i) an increase in share-based payment; and (ii) an
increase in listing expenses incurred in connection with the Global Offering and the Listing.
Research and Development Expenses
Our research and development expenses increased by 56.2% from RMB47.3 million for
2024 to RMB73.9 million for 2025, mainly due to (i) an increase in employee compensation,
and (ii) an increase in material expenses, in line with our revenue growth. Such an increase was
also because we recorded share-based payment in 2025.
Income Tax Credit
Our income tax credit significantly increased from RMB1.2 million in 2024 to RMB6.5
million in 2025, primarily because of the share-based payment expenses which were one of the
primary causes for loss of 2025 and 2024, and these expenses are not deductible when
calculating the taxable income. See Note 7 of the 2025 Preliminary Financial Information in
Appendix IIA to this Prospectus.
Loss for the Y ear
As a result of the foregoing, we had profit for the year of RMB17.9 million in 2024 and
loss for the year of RMB29.9 million in 2025.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-14 –


--- page 433 ---
DISCUSSION OF SELECTED ITEMS IN CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
The following table sets forth selected information from our summary consolidated
balance sheet as of the dates indicated, which has been extracted from preliminary financial
information of our Group included in Appendix IIA to this Prospectus:
As of December 31,
2025 2024
(RMB in thousands)
(unaudited)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,767 485,691
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,559 130,872
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118668,326 616,563
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,901 117,552
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,285 2,752
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,186 120,304
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,140 496,259
Non-Current Assets and Liabilities
The table below sets forth our non-current assets and liabilities as of the dates indicated:
As of December 31,
2025 2024
(RMB in thousands)
(unaudited)
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,081 14,332
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,280 4,206
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,341 1,452
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,599 47,066
Prepayments, deposits and
other receivables- non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411 1,964
Time deposits with original maturity of
over three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,847 61,852
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,559 130,872
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123 427
Lease Liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,162 2,325
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,285 2,752
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-15 –


--- page 434 ---
Property, Plant and Equipment
Our property, plant and equipment increased by 33.6% from RMB14.3 million as of
December 31, 2024 to RMB19.1 million as of December 31, 2025, primarily because (i) an
increase in leasehold improvement primarily attributable to the refurbishing of our leased
office spaces in Shenzhen, Guangdong Province and the production facilities in Foshan,
Guangdong Province; and (ii) an increase in machinery and equipment, primarily attributable
to additions of production equipment.
Right-of-Use Assets
Our right-of-use assets significantly increased from RMB4.2 million as of December 31,
2024 to RMB15.3 million as of December 31, 2025, primarily because of the newly leased
space for R&D activities in Shenzhen, Guangdong Province and our newly leased production
facilities in Foshan, Guangdong Province.
Deferred Tax Assets
Our deferred tax assets increased by 13.8% from RMB47.1 million as of December 31,
2024 to RMB53.6 million as of December 31, 2025, primarily because of the increase in
deductible accumulated tax losses we had as of December 31, 2025.
Net Current Assets
The table below sets forth our current assets and liabilities as of the dates indicated:
As of December 31,
2025 2024
(RMB in thousands)
(unaudited)
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,590 127,978
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,570 111,646
Prepayments, deposits and other receivables /H1118/H1118/H1118/H1118/H111827,705 38,506
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,513 31,047
Financial assets at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118916 1,334
Time deposits with original maturity of over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,144 54,624
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3 6
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,329 120,520
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,767 485,691
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-16 –


--- page 435 ---
As of December 31,
2025 2024
(RMB in thousands)
(unaudited)
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,005 70,803
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,333 36,640
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,202 2,121
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,322 6,894
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,039 1,094
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,901 117,552
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118335,866 368,139
Our net current assets remained relatively stable at RMB368.1 million as of December 31,
2024 and RMB335.9 million as of December 31, 2025.
Inventories
Our inventory decreased by 19.1% from RMB128.0 million as of December 31, 2024 to
RMB103.6 million as of December 31, 2025, primarily because of a decrease in raw materials
mainly as a result of our improving inventory management measures.
The following table sets forth the turnover days of our inventories for the years indicated:
For the Y ear Ended December 31,
2025 2024
Inventory turnover day (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175.1 213.5
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories for a period divided by cost of sales for the relevant period and multiplied by 365 days.
Our turnover days of inventories decreased from 213.5 days for 2024 to 175.1 days for
2025, mainly due to our improving inventory management measures.
Trade and Bills Receivables
Our trade and bills receivables increased by 41.2% from RMB111.6 million as of
December 31, 2024 to RMB157.6 million as of December 31, 2025, in line with our revenue
growth.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-17 –


--- page 436 ---
The table below sets forth a summary of turnover days of trade and bills receivables as
at the dates indicated:
For the Y ear Ended December 31,
2025 2024
Trade and bills receivables turnover day (1) /H1118/H1118/H1118/H1118/H1118/H1118127.0 106.6
Note:
(1) Trade and bills receivables turnover days are calculated using the average of opening balance and
closing balance of trade and bills receivables for a period divided by revenue for the relevant period and
multiplied by 365 days.
Our turnover days of trade and bills receivables increased from 106.6 days for 2024 to
127.0 days for 2025, mainly as a result of an increase in the sales of our products and the longer
payment cycles of certain customers due to their internal business and budget cycles.
Prepayments, Deposits and Other Receivables
Our prepayments, deposits and other receivables (including current and non-current
portion) decreased by 30.6% from RMB40.5 million as of December 31, 2024 to RMB28.1
million as of December 31, 2025, primarily attributable to a decrease in amounts due from
Neura Robotics, primarily as a result of the repayment of the borrowings by Neura Robotics.
Financial Assets at Fair Value Through Profit or Loss
Our financial assets at fair value through profit or loss significantly increased from
RMB31.0 million as of December 31, 2024 to RMB71.5 million as of December 31, 2025,
primarily because (i) we newly purchased financial assets at fair value through profit or loss
with our idle cash; and (ii) the fair value of our financial assets increased in 2025.
Time Deposits with Original Maturity of Over Three Months
Our time deposits with original maturity of over three months (including current and
non-current portion) increased by 20.2% from RMB116.5 million as of December 31, 2024 to
RMB140.0 million as of December 31, 2025, primarily because we purchased more time
deposit products which allow for stable gains with lower level of risks.
Trade Payables
Our trade payables remained relatively stable at RMB70.8 million as of December 31,
2024 and RMB72.0 million as of December 31, 2025.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-18 –


--- page 437 ---
The table below sets forth a summary of average turnover days of trade payables as at the
dates indicated:
For the Y ear Ended December 31,
2025 2024
Trade payables turnover day (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108.0 107.1
Note:
(1) Trade payables turnover days are calculated using the average of opening balance and closing balance
of trade payables for a period divided by revenue for the relevant period and multiplied by 365 days.
Our average trade payables turnover days remained relatively stable at 107.1 days for
2024 and 108.0 days for 2025.
Other Payables and Accruals
Our other payables and accruals increased by 34.7% from RMB36.6 million as of
December 31, 2024 to RMB49.3 million as of December 31, 2025, primarily due to an increase
in payroll payable, mainly in line with our revenue increase.
SHARE CAPITAL AND TOTAL EQUITY
Our share capital amounted to nil and RMB90.1 million as of December 31, 2024 and
2025, respectively. Our total equity remained relatively stable at RMB496.3 million and
RMB524.1 million as of December 31, 2024 and 2025, respectively.
INDEBTEDNESS
The following table sets forth the breakdown of our indebtedness as at the dates indicated:
As of December 31,
2025 2024
(RMB in thousands)
(unaudited)
CURRENT
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,202 2,121
NON-CURRENT
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,162 2,325
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,364 4,446
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-19 –


--- page 438 ---
CAPITAL EXPENDITURES
In 2024 and 2025, our capital expenditures primarily consisted of (i) purchase of items
of property, plant and equipment; and (ii) purchase of intangible assets. The following table
sets forth the breakdown of our capital expenditures for the years indicated:
Y ear ended December 31,
2025 2024
(RMB in thousands)
(unaudited)
Purchase of items of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,104 9,960
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,910 325
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,014 10,285
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as at each of the dates indicated or
for each of the years ended:
Y ear ended December 31,
2025 2024
(RMB in thousands)
(unaudited)
Revenue growth (%) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.6 77.0
Gross profit margin (%) (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837.6 34.3
Net (loss)/profit margin (%) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7.7) 5.8
Current ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.6 4.1
Quick ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.8 3.0
Notes:
(1) Revenue growth is calculated by subtracting the previous year’s revenue from the current period’s
revenue, dividing the result by the previous period’s revenue, multiplied by 100%.
(2) Gross profit margin equals gross profit for the period divided by revenue for the respective period and
multiplied by 100.0%.
(3) Net (loss)/profit margin equals the net (loss)/profit for the period divided by revenue for the respective
period and multiplied by 100.0%.
(4) Current ratio equals total current assets as of the end of the period divided by total current liabilities as
of the same date.
(5) Quick ratio equals total current assets less inventories as of the end of the period divided by total current
liabilities as of the same date.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-20 –


--- page 439 ---
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISKS
See ”Financial Information — Financial Risk Disclosure.”
CODE ON CORPORATE GOVERNANCE PRACTICES
As we were not yet listed on the Hong Kong Stock Exchange for the year ended 31
December 2024, the Corporate Governance Code as set out in Appendix 14 to the Listing Rules
(“Corporate Governance Code ”) was not applicable to us during such period under review.
After the Listing, we will comply with the code provisions set forth in the Corporate
Governance Code.
REVIEW OF OUR PRELIMINARY FINANCIAL INFORMATION
The unaudited financial information in respect of our consolidated statement of financial
position, consolidated statement of profit and loss and other comprehensive income and the
related notes thereto for the year ended 31 December 2025 as set out in the 2025 Preliminary
Financial Information above have been agreed by the Reporting Accountants to the amounts set
out in our draft consolidated financial statements for the year ended 31 December 2025
following their work under Practice Note 730 (Revised) “Guidance for Auditors Regarding
Preliminary Announcements of Annual Results” issued by the Hong Kong Institute of Certified
Public Accountants. The work performed by the Reporting Accountants in this respect did not
constitute an assurance engagement and consequently no opinion and assurance conclusion has
been expressed by the Reporting Accountants on the 2025 Preliminary Financial Information.
PURCHASE, SALES OR REDEMPTION OF OUR SHARES
As we were not yet listed on the Hong Kong Stock Exchange for the year ended December
31, 2025, this disclosure requirement is not applicable to us.
APPENDIX IIA UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIA-21 –


--- page 440 ---
This appendix contains a summary of the main provision of the Articles of
Association of the Company adopted on May 2025, which will take effect from the date
of the Listing of H Shares on the Hong Kong Stock Exchange. The main purpose of this
appendix is to provide potential investors with an overview of the Articles of Association
of the Company, so it may not contain all the information that is important to potential
investors.
SHARES AND REGISTERED CAPITAL
The Company’s shares are in the form of stock.
The issuance of the Company’s shares follows the principles of openness, fairness, and
justice. Each share of the same category shall have equal rights.
Shares of the same category issued at the same time have the same issuance conditions
and price; subscribers subscribing to the shares pay the same amount per share.
INCREASE, DECREASE, REPURCHASE, AND TRANSFER OF SHARES
Increase and Decrease of Shares
The Company may increase its capital by the following methods in accordance with the
needs of its operation and development, in compliance with laws and regulations, and upon
resolutions passed by the Shareholders’ meeting:
(i) Issuing shares to non-specific objects;
(ii) Issuing shares to specific objects;
(iii) Distributing bonus shares to existing shareholders;
(iv) Converting capital reserve into share capital;
(v) Other methods approved by laws, administrative regulations, the CSRC, the
securities regulatory authorities and stock exchanges of the Company’s stock listing
place, and other relevant regulatory authorities.
The Company may reduce its registered capital. The reduction of the Company’s
registered capital shall be carried out in accordance with the procedures stipulated by the PRC
Company Law, and other relevant regulations and the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-1 –


--- page 441 ---
Repurchase of Shares
The company shall not repurchase its own shares, except under any of the following
circumstances in accordance with laws, administrative regulations, the Articles of Association,
and the regulations of the securities regulatory authorities and stock exchanges of the
Company’s stock listing place:
(i) To reduce the Company’s registered capital;
(ii) To merge with another company holding the Company’s shares;
(iii) To use the shares for employee stock ownership plans or equity incentives;
(iv) To repurchase shares from shareholders who object to the resolutions on the
Company’s merger or division made by the Shareholders’ meeting;
(v) To use the shares for converting corporate bonds issued by the Company into shares;
(vi) As necessary to safeguard the Company’s value and the rights and interests of
shareholders.
The Company may repurchase its own shares through public centralized trading or other
methods recognized by laws, administrative regulations, the CSRC and the stock exchange and
the securities regulatory authorities of the Company’s stock listing place.
The Company shall repurchase its own shares through public centralized trading under the
circumstances specified in items (iii), (v), and (vi) above.
The Company shall repurchase its own shares upon a resolution of the Shareholders’
meeting under the circumstances specified in items (i) and (ii) above. The Company shall
repurchase its own shares upon a resolution of the Board of Directors with the attendance of
more than two-thirds of the Directors under the circumstances specified in items (iii), (v), and
(vi) above, pursuant to the provisions of the Articles of Association or the authorization of the
Shareholders’ meeting.
After the Company repurchases its own shares in accordance with the above provisions,
it shall cancel the repurchased shares within 10 days from the date of repurchase under the
circumstances specified in item (i) above; it shall transfer or cancel the repurchased shares
within 6 months under the circumstances specified in items (ii) and (iv) above; and it shall
transfer or cancel the repurchased shares within 3 years under the circumstances specified in
items (iii), (v), and (vi) above, provided that the total number of shares held by the Company
shall not exceed 10% of the total number of shares issued by the Company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-2 –


--- page 442 ---
After the Company repurchases its own shares, it shall fulfill its information disclosure
obligations in accordance with the Securities Law, and other applicable laws, regulations, and
regulatory provisions of the place where the Company’s shares are listed.
Transfer of Shares
The Company’s shares shall be transferred in accordance with the law. Shares issued
before the Company’s public offering shall not be transferred within one year from the date the
Company’s shares are listed and traded on the stock exchange.
Directors and senior management members of the Company shall report to the Company
the shares they hold in the Company and any changes therein. During their term of office, they
shall not transfer more than 25% of the total number of shares of the same category they hold
in the Company each year; the shares they hold in the Company shall not be transferred within
one year from the date the Company’s shares are listed and traded. The above personnel shall
not transfer the shares they hold in the Company within six months after leaving their
positions.
If the stock exchange and the securities regulatory authorities of the Company’s stock
listing place have other provisions on the transfer restrictions of the Company’s overseas listed
shares, such provisions shall prevail.
Shareholders, Directors, and senior management members who hold more than 5% of the
Company’s shares shall not sell the Company’s shares or other equity securities they hold
within six months after purchase, or purchase the Company’s shares or other equity securities
within six months after sale. Any profits obtained from such transactions shall belong to the
Company, and the Company’s Board of Directors shall recover such profits. However, this
provision does not apply to securities companies that hold more than 5% of the Company’s
shares due to the purchase of remaining shares after underwriting, or other circumstances
stipulated by the CSRC and the securities regulatory authorities and stock exchanges of the
Company’s stock listing place, and other relevant regulatory authorities.
The shares or other equity securities held by Directors, senior management members, and
natural person shareholders as mentioned in the preceding paragraph include those held by
their spouses, parents, children, and those held in other people’s accounts.
If the Company’s Board of Directors fails to execute the provisions of the first paragraph
of this article, shareholders have the right to request the Board of Directors to execute within
30 days. If the Board of Directors fails to execute within the above period, shareholders have
the right to directly file a lawsuit with the people’s court in the name of the Company for the
benefit of the Company. If the Board of Directors fails to execute the provisions of the first
paragraph of this article, the responsible Directors shall bear joint and several liability
according to law.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-3 –


--- page 443 ---
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
General Provisions on Shareholders
The Company shall establish a register of shareholders based on the certificates provided
by the securities registration institution. The register of shareholders is conclusive evidence of
shareholders’ ownership of the Company’s shares. The original copy of the H share register of
shareholders listed in Hong Kong shall be kept in Hong Kong; the entrusted overseas agency
shall ensure the consistency of the original and duplicate copies of the H share register of
shareholders at all times. The Hong Kong branch of the register of shareholders shall be
available for shareholders to inspect, but the Company may suspend the registration of
shareholders on terms equivalent to those under Hong Kong law.
Shareholders shall enjoy rights and bear obligations according to the types of shares they
hold; shareholders holding the same type of shares shall enjoy equal rights and bear the same
obligations.
Shareholders of the Company shall enjoy the following rights:
(i) To receive dividends and other forms of profit distribution according to the
proportion of shares they hold;
(ii) To request, convene, preside over, attend, or appoint a shareholder proxy to attend
the Shareholders’ meeting, speak and exercise corresponding voting rights in
accordance with the PRC Company Law, and the Articles of Association, except for
the waiver of voting rights in respect of individual matters as required by the Hong
Kong listing rules;
(iii) To supervise the Company’s operations and make suggestions or inquiries;
(iv) To transfer, donate, or pledge the shares they hold in accordance with laws,
administrative regulations, and the Articles of Association;
(v) To inspect and copy the Articles of Association, register of shareholders, minutes of
Shareholders’ meetings, resolutions of the Board of Directors, financial reports, and
accounting books and vouchers of the Company if they meet the requirements;
(vi) To participate in the distribution of the Company’s remaining assets according to the
proportion of shares they hold when the Company is terminated or liquidated;
(vii) To request the Company to repurchase their shares if they object to the resolutions
on the Company’s merger or division made by the Shareholders’ meeting;
(viii) Other rights stipulated by laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed, or the
Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-4 –


--- page 444 ---
Shareholders requesting to inspect and copy the Company’s relevant materials shall
comply with the provisions of the PRC Company Law, the Securities Law, and other laws and
administrative regulations.
If the content of the resolutions of the Shareholders’ meeting or the Board of Directors
violates laws or administrative regulations, shareholders have the right to request the people’s
court to determine the invalidity of the resolutions. If the procedures for convening the
Shareholders’ meeting or the Board of Directors or the voting methods violate laws,
administrative regulations, or the Articles of Association, or if the content of the resolutions
violates the Articles of Association, shareholders have the right to request the people’s court
to revoke the resolutions within 60 days from the date the resolutions are made. However, if
the procedures for convening the Shareholders’ meeting or the Board of Directors or the voting
methods have only minor defects and do not have a substantial impact on the resolutions, this
provision does not apply.
Shareholders of the Company shall bear the following obligations:
(i) To comply with laws, administrative regulations, and the Articles of Association;
(ii) To pay the share price according to the shares they subscribe for and the method of
subscription;
(iii) Not to withdraw their capital except in circumstances stipulated by laws and
regulations;
(iv) Not to abuse shareholder rights to damage the interests of the Company or other
shareholders; not to abuse the Company’s independent legal person status and
shareholders’ limited liability to damage the interests of the Company’s creditors;
(v) Other obligations stipulated by laws, administrative regulations, and the Articles of
Association.
Shareholders who abuse their rights and cause losses to the Company or other
shareholders shall bear compensation liability according to law. Shareholders who abuse the
Company’s independent legal person status and shareholders’ limited liability to evade debts
and seriously damage the interests of the Company’s creditors shall bear joint and several
liability for the Company’s debts.
Controlling Shareholders and Actual Controllers
The Company’s Controlling Shareholders and actual controllers shall exercise their rights
and fulfill their obligations in accordance with laws, administrative regulations, the CSRC, the
stock exchange and the securities regulatory authorities where the Company’s shares are listed,
and shall safeguard the interests of the listed company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-5 –


--- page 445 ---
The Company’s Controlling Shareholders and actual controllers shall comply with the
following provisions:
(i) To exercise shareholder rights according to law and not to abuse control rights or use
affiliated relationships to damage the legitimate rights and interests of the Company
or other shareholders;
(ii) To strictly fulfill the public statements and commitments made and not to change or
exempt them without authorization;
(iii) To strictly fulfill information disclosure obligations in accordance with relevant
regulations, actively cooperate with the Company in information disclosure work,
and promptly inform the Company of major events that have occurred or are about
to occur;
(iv) Not to occupy the Company’s funds in any way;
(v) Not to force, instruct, or require the Company and its relevant personnel to provide
guarantees in violation of laws and regulations;
(vi) Not to use the Company’s undisclosed major information to seek benefits, not to
disclose the Company’s undisclosed major information in any way, and not to
engage in illegal activities such as insider trading, short-swing trading, and market
manipulation;
(vii) Not to damage the legitimate rights and interests of the Company and other
shareholders through unfair related party transactions, profit distribution, asset
restructuring, external investment, etc.;
(viii) To ensure the Company’s asset integrity, personnel independence, financial
independence, institutional independence, and business independence, and not to
affect the Company’s independence in any way;
(ix) Other provisions stipulated by laws, administrative regulations, the CSRC, the
securities regulatory authorities and stock exchanges of the Company’s stock listing
place, and the Articles of Association.
If the Company’s Controlling Shareholders or actual controllers do not serve as Directors
of the Company but actually execute the Company’s affairs, the provisions of the Articles of
Association on Directors’ duties of loyalty and diligence shall apply.
If the Company’s Controlling Shareholders or actual controllers instruct Directors or
senior management members to engage in activities that damage the interests of the Company
or shareholders, they shall bear joint and several liability with such Directors or senior
management members.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-6 –


--- page 446 ---
General Provisions on Shareholders’ Meeting
The Shareholders’ meeting is the Company’s authority and shall exercise the following
powers according to law:
(i) To elect and replace Directors and decide on matters related to Directors’
remuneration;
(ii) To examine and approve the Board of Directors’ report;
(iii) To examine and approve the Company’s profit distribution plan and loss recovery
plan;
(iv) To make resolutions on the Company’s increase or decrease of registered capital;
(v) To make resolutions on the issuance of corporate bonds;
(vi) To make resolutions on the Company’s merger, division, dissolution, liquidation, or
change of corporate form;
(vii) To amend the Articles of Association;
(viii) To make resolutions on the appointment and dismissal of accounting firms
undertaking the Company’s audit business and its remuneration;
(ix) To examine and approve the external guarantee matters stipulated in Article 49 of
the Articles of Association;
(x) To examine and approve matters related to the Company’s purchase or sale of major
assets exceeding 30% of the Company’s total assets as of the latest audited financial
statements within one year;
(xi) To examine and approve changes in the use of raised funds;
(xii) To examine and approve equity incentive plans and employee stock ownership
plans;
(xiii) To examine and approve other matters that should be decided by the Shareholders’
meeting as stipulated by laws, administrative regulations, departmental rules, the
securities regulatory authorities and stock exchanges of the Company’s stock listing
place, or the Articles of Association.
The Shareholders’ meeting may authorize the Board of Directors to make resolutions on
the issuance of corporate bonds or other securities and listing proposals.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-7 –


--- page 447 ---
The external guarantee behaviors of the Company must be reviewed and approved by the
Board of Directors. The following external guarantee behaviors of the Company must be
reviewed and approved by the Shareholders’ meeting after being reviewed and approved by the
Board of Directors:
(i) Any guarantee provided after the total external guarantees of the Company and its
controlled subsidiaries exceed 50% of the Company’s net assets as of the latest
audited financial statements;
(ii) Any guarantee provided after the total external guarantees of the Company exceed
30% of the Company’s total assets as of the latest audited financial statements;
(iii) Any guarantee provided to a guarantee object with a debt-to-asset ratio exceeding
70%;
(iv) Any guarantee provided within one year with a guarantee amount exceeding 30% of
the Company’s total assets as of the latest audited financial statements;
(v) Any single guarantee with an amount exceeding 10% of the Company’s net assets
as of the latest audited financial statements;
(vi) Any guarantee provided to shareholders, actual controllers, and their related parties;
(vii) Other guarantee circumstances stipulated by the CSRC, the securities regulatory
authorities and stock exchanges of the Company’s stock listing place, or the Articles
of Association.
When the Shareholders’ meeting reviews the guarantee matters stipulated in item (iv) of
this article, it must be approved by more than two-thirds of the voting rights held by the
shareholders present at the meeting. When the Shareholders’ meeting reviews any guarantee
provided to shareholders, actual controllers, and their related parties, the shareholders or the
shareholders controlled by the actual controller shall not participate in the voting, and the
voting must be approved by more than half of the voting rights held by other shareholders
present at the meeting.
The Shareholders’ meeting is divided into annual Shareholders’ meetings and
extraordinary Shareholders’ meetings. The annual Shareholders’ meeting shall be held once a
year and shall be held within six months after the end of the previous fiscal year.
Under any of the following circumstances, the Company shall hold an extraordinary
Shareholders’ meeting within two months from the date of occurrence:
(i) When the number of Directors is less than the number stipulated by the PRC
Company Law or two-thirds of the number stipulated by the Articles of Association
(i.e., 5);
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-8 –


--- page 448 ---
(ii) When the Company’s unrecovered losses reach one-third of the total share capital;
(iii) When shareholders who individually or jointly hold more than 10% of the
Company’s shares (the number of shares held is calculated as of the date of the
shareholder’s written request) request it;
(iv) When the Board of Directors deems it necessary;
(v) When the Audit Committee proposes to convene;
(vi) Other circumstances stipulated by laws, administrative regulations, departmental
rules, the securities regulatory authorities and stock exchanges of the Company’s
stock listing place, or the Articles of Association.
Convening of Shareholders’ Meeting
The Board of Directors shall convene the Shareholders’ meeting within the prescribed
time limit.
With the consent of more than half of all independent non-executive Directors,
independent non-executive Directors have the right to propose to the Board of Directors to
convene an extraordinary Shareholders’ meeting. The Board of Directors shall, in accordance
with laws, administrative regulations, the securities regulatory rules of the place where the
Company’s shares are listed, and the Articles of Association, provide written feedback on
whether to agree to convene an extraordinary Shareholders’ meeting within 10 days of
receiving the proposal. If the Board of Directors agrees to convene an extraordinary
Shareholders’ meeting, it shall issue a notice of the Shareholders’ meeting within 5 days of
making the board resolution; if the Board of Directors does not agree to convene an
extraordinary Shareholders’ meeting, it shall explain the reasons and make an announcement.
The Audit Committee has the right to propose to the Board of Directors to convene an
extraordinary Shareholders’ meeting and shall submit the proposal in writing to the Board of
Directors. The Board of Directors shall, in accordance with laws, administrative regulations,
and the Articles of Association, provide written feedback on whether to agree to convene an
extraordinary Shareholders’ meeting within 10 days of receiving the proposal. If the Board of
Directors agrees to convene an extraordinary Shareholders’ meeting, it shall issue a notice of
the Shareholders’ meeting within 5 days of making the board resolution, and any changes to
the original proposal in the notice shall be agreed upon by the Audit Committee. If the Board
of Directors does not agree to convene an extraordinary Shareholders’ meeting or fails to
provide feedback within 10 days of receiving the proposal, it shall be deemed that the Board
of Directors is unable or unwilling to perform its duties of convening the Shareholders’
meeting, and the Audit Committee may convene and preside over the meeting on its own.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-9 –


--- page 449 ---
Shareholders who individually or jointly hold more than 10% of the Company’s total
share capital have the right to request the Board of Directors to convene an extraordinary
Shareholders’ meeting and add a proposal to the agenda of the Shareholders’ meeting and shall
submit the request in writing to the Board of Directors. The Board of Directors shall, in
accordance with laws, administrative regulations, and the Articles of Association, provide
written feedback within 10 days after receiving the request, indicating whether it agrees or
disagrees to convene the extraordinary Shareholders’ meeting. If the Board of Directors agrees
to convene an extraordinary Shareholders’ meeting, it shall issue a notice of the Shareholders’
meeting within 5 days of making the board resolution, and any changes to the original request
in the notice shall be agreed upon by the relevant shareholders. If the Board of Directors does
not agree to convene an extraordinary Shareholders’ meeting or fails to provide feedback
within 10 days of receiving the request, shareholders who individually or jointly hold more
than 10% of the Company’s total share capital have the right to propose to the Audit Committee
to convene an extraordinary Shareholders’ meeting and shall submit the request in writing to
the Audit Committee. If the Audit Committee agrees to convene an extraordinary Shareholders’
meeting, it shall issue a notice of the Shareholders’ meeting within 5 days of receiving the
request, and any changes to the original request in the notice shall be agreed upon by the
relevant shareholders. If the Audit Committee fails to issue the notice of the Shareholders’
meeting within the prescribed time limit, it shall be deemed that the Audit Committee is unable
or unwilling to convene and preside over the Shareholders’ meeting, and shareholders holding
more than 10% of the Company’s total share capital separately or jointly for more than 90
consecutive days may convene and preside over the meeting on their own.
If the Audit Committee or shareholders who individually or jointly hold more than 10%
of the Company’s total share capital decide to convene the Shareholders’ meeting on their own,
they shall notify the Board of Directors in writing and file with the relevant competent
authorities and the stock exchange on which the Company’s shares are listed and traded in
accordance with the applicable laws and regulations (if required). Before the announcement of
the Shareholders’ meeting resolution, the total shareholding ratio of the convening
shareholders shall not be less than 10% of the total share capital. The Audit Committee or
convening shareholders shall submit relevant proof materials to relevant competent authorities
and the stock exchange on which the Company’s shares are listed and traded in accordance with
the applicable laws and regulations (if required) when issuing the notice of the Shareholders’
meeting and the announcement of the Shareholders’ meeting resolution.
For Shareholders’ meetings convened by the Audit Committee or shareholders on their
own, the Board of Directors and the board secretary shall cooperate. The Board of Directors
shall provide the register of shareholders as of the record date.
The necessary expenses for the Shareholders’ meeting convened by the Audit Committee
or shareholders on their own shall be borne by the Company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-10 –


--- page 450 ---
Proposals and Notices of the Shareholders’ Meeting
The content of the proposals shall fall within the scope of the Shareholders’ meeting’s
authority, have clear topics and specific resolution matters, and comply with the provisions of
laws, administrative regulations, the securities regulatory authorities and stock exchanges of
the Company’s stock listing place, and the Articles of Association.
When the Company convenes a Shareholders’ meeting, the Board of Directors, the Audit
Committee, and shareholders holding more than 1% of the Company’s total share capital
separately or jointly have the right to submit proposals to the Company.
Shareholders holding more than 1% of the Company’s total share capital separately or
jointly may submit temporary proposals in writing to the convener 10 days before the
Shareholders’ meeting. The convener shall issue a supplementary notice of the Shareholders’
meeting within 2 days of receiving the proposal, announce the content of the temporary
proposal, and submit the temporary proposal to the Shareholders’ meeting for review. However,
temporary proposals that violate laws, administrative regulations, or the Articles of
Association, or do not fall within the scope of the Shareholders’ meeting’s authority, shall be
excluded.
Except for the circumstances stipulated in the preceding paragraph or other circumstances
permitted by laws, regulations and other rules, the convener shall not modify the proposals
already listed in the notice of the Shareholders’ meeting or add new proposals after issuing the
notice of the Shareholders’ meeting.
Proposals not listed in the notice of the Shareholders’ meeting or not in compliance with
the Articles of Association shall not be voted on or resolved at the Shareholders’ meeting.
The convener shall notify all shareholders 21 days before the annual Shareholders’
meeting and 15 days before the extraordinary Shareholders’ meeting.
The notice of the Shareholders’ meeting shall include the following content:
(i) The time, place, and duration of the meeting;
(ii) The matters and proposals to be reviewed at the meeting;
(iii) A clear statement that all shareholders are entitled to attend the Shareholders’
meeting and may appoint a proxy in writing to attend the meeting and vote, and the
proxy does not need to be a shareholder of the Company;
(iv) The record date for shareholders entitled to attend the Shareholders’ meeting (the
interval between the record date for shareholders and the date of the Shareholders’
meeting shall be no more than seven working days. Once the record date for
shareholders is confirmed, it cannot be changed);
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-11 –


--- page 451 ---
(v) The name and telephone number of the standing contact person for the meeting;
(vi) The time and procedure for voting by network or other means (including, but not
limited to, telephone, and so forth);
(vii) Other requirements stipulated by laws, regulations, the securities regulatory rules of
the place where the Company’s shares are listed, and the Articles of Association.
Holding of the Shareholders’ Meeting
All shareholders registered on the record date or their proxies are entitled to attend the
Shareholders’ meeting, speak and vote in accordance with relevant laws, regulations, the
securities regulatory rules of the place where the Company’s shares are listed, and the Articles
of Association (unless individual shareholders are required to waive their voting rights on
specific matters in accordance with the aforementioned rules).
Shareholders may attend Shareholders’ Meetings in person or appoint a proxy to attend
and vote on their behalf. Individual shareholders attending the meeting in person shall present
their ID cards or other valid identification documents; if appointing a proxy to attend the
meeting, they shall present their valid ID cards and a power of attorney for the shareholder.
Corporate shareholders shall be represented by the legal representative or a proxy
authorized by the legal representative. The legal representative attending the meeting shall
present their ID card and valid proof of their legal representative status; the proxy attending
the meeting shall present their ID card and a written power of attorney issued by the legal
representative of the corporate shareholder, except for shareholders who are a recognized
clearing house as defined under the laws of Hong Kong or its proxy.
The power of attorney for appointing a proxy to attend the Shareholders’ meeting shall
specify the following content:
(i) The name or title of the principal and the category and quantity of shares held;
(ii) The name or title of the proxy;
(iii) Specific instructions of the shareholder, including instructions to vote for, against,
or abstain on each matter listed on the agenda of the Shareholders’ meeting;
(iv) The date of issuance and validity period of the power of attorney;
(v) The signature (or seal) of the principal. If the principal is a corporate shareholder or
a partnership shareholder, the corporate seal or the partnership seal shall be affixed.
If the power of attorney for proxy voting is signed by a person authorized by the principal,
the authorization letter or other authorization documents shall be notarized. The notarized
authorization letter or other authorization documents and the power of attorney for proxy
voting shall be kept at the Company’s domicile or another place designated in the notice of the
meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-12 –


--- page 452 ---
If the principal is a legal person, it shall be represented by its legal representative or a
person authorized by the Board of Directors or other decision-making body to attend the
Company’s Shareholders’ meeting.
If the Shareholders’ meeting requires Directors and senior management members to attend
the meeting, the Directors and senior management members shall attend and accept
shareholders’ inquiries.
The Shareholders’ meeting shall be presided over by the chairman of the Board of
Directors. If the chairman is unable or unwilling to perform his duties, a Director elected by
more than half of the Directors shall preside. The Shareholders’ meeting convened by the Audit
Committee 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 duties, an Audit Committee member
elected by more than half of the Audit Committee members shall preside. The Shareholders’
meeting convened by shareholders shall be presided over by the convener or a representative
elected by the convener. If the meeting chairperson violates the rules of procedure during the
Shareholders’ meeting, making it impossible to continue the meeting, the Shareholders’
meeting may elect a person to act as the meeting chairperson with the consent of more than half
of the voting rights held by the shareholders present at the meeting, and continue the meeting.
Voting and Resolutions at the Shareholders’ Meeting
Resolutions of the Shareholders’ meeting are divided into ordinary resolutions and special
resolutions. An ordinary resolution of the Shareholders’ meeting shall be passed by more than
half of the voting rights held by the shareholders (including shareholder proxies) present at the
meeting. A special resolution of the Shareholders’ meeting shall be passed by more than
two-thirds of the voting rights held by the shareholders (including shareholder proxies) present
at the meeting.
The following matters shall be passed by the Shareholders’ meeting as ordinary
resolutions:
(i) The work report of the Board of Directors;
(ii) The profit distribution plan and loss recovery plan proposed by the Board of
Directors;
(iii) The appointment and dismissal of board members and their remuneration and
payment methods;
(iv) Other matters except those that, as stipulated by laws, administrative regulations,
the securities regulatory rules of the Company’s stock listing place, or the Articles
of Association, shall be passed by a special resolution.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-13 –


--- page 453 ---
The following matters shall be passed by the Shareholders’ meeting as special resolutions:
(i) The increase or decrease of the Company’s registered capital;
(ii) The division, split, merger, dissolution, and liquidation of the Company;
(iii) Amendments to the Articles of Association;
(iv) The Company’s purchase or sale of major assets or provision of guarantees to others
exceeding 30% of the Company’s total assets as of the latest audited financial
statements within one year;
(v) Equity incentive plans;
(vi) V ariation or abrogation of the rights of class shareholders;
(vii) Other matters stipulated by laws, administrative regulations, or the Articles of
Association, as well as matters that the Shareholders’ meeting deems to have a
significant impact on the Company and require a special resolution.
Shareholders shall exercise their voting rights based on the number of voting shares they
represent, with each share having one vote.
When the Shareholders’ meeting reviews major matters affecting the interests of small
and medium investors, the votes of small and medium investors shall be counted separately.
The results of the separate vote count shall be disclosed in a timely manner.
The Company’s own shares held by the Company do not have voting rights, and such
shares shall not be counted in the total number of voting shares present at the Shareholders’
meeting.
If a shareholder purchases the Company’s voting shares in violation of the provisions of
Article 63, Paragraphs 1 and 2 of the Securities Law, the shares exceeding the prescribed
proportion shall not exercise voting rights within 36 months after purchase and shall not be
counted in the total number of voting shares present at the Shareholders’ meeting.
The Company’s Board of Directors, independent non-executive Directors, shareholders
holding more than 1% of the voting shares, or investor protection institutions established in
accordance with laws, administrative regulations, or the CSRC may publicly solicit
shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose
specific voting intentions and other information to the solicited parties. It is prohibited to
solicit shareholders’ voting rights in a paid or disguised paid manner. Except for statutory
conditions, the Company shall not impose a minimum shareholding ratio restriction on the
solicitation of voting rights.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-14 –


--- page 454 ---
When the Shareholders’ meeting reviews related party transactions, related shareholders
shall not participate in the voting, and the number of voting shares they represent shall not be
counted in the total number of valid votes; the announcement of the Shareholders’ meeting
resolution shall fully disclose the voting situation of non-related shareholders.
DIRECTORS AND BOARD OF DIRECTORS
General Provisions on Directors
The Directors of the Company may include executive Directors, non-executive Directors
and independent non-executive Directors.
Directors of the Company shall be individuals. A person with any of the following
circumstances shall not serve as a Director of the Company:
(i) Having no capacity for civil conduct or limited capacity for civil conduct;
(ii) Having been sentenced to a criminal penalty for embezzlement, bribery,
infringement of property, misappropriation of property, or disrupting the socialist
market economic order, or having had his/her political rights deprived due to a
crime, and less than 5 years have elapsed since the expiration of the execution
period, or if on probation, less than 2 years have elapsed since the expiration of the
probation period;
(iii) Having served as a director, factory director, or manager of a company or enterprise
undergoing bankruptcy liquidation and being personally liable for the bankruptcy of
such company or enterprise, and less than 3 years have elapsed since the completion
of the bankruptcy liquidation of such company or enterprise;
(iv) Having served as the legal representative of a company or enterprise whose business
license has been revoked or has been ordered to close down due to illegal activities
and being personally liable, and less than 3 years have elapsed since the revocation
of the business license or the order to close down of such company or enterprise;
(v) Having a large-amount debt due but unpaid and being listed as a person subject to
enforcement for bad credit by the people’s court;
(vi) Having been subject to measures restricting access to the securities market by the
CSRC and the time limit has not expired;
(vii) Other circumstances stipulated by laws, administrative regulations, and
departmental rules.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-15 –


--- page 455 ---
Elections or appointments of Directors that violate the provisions of this section shall be
invalid. If a Director becomes subject to any of the circumstances listed in this section during
their tenure, the Company shall terminate their position.
Directors shall be elected or replaced by the Shareholders’ meeting and may be removed
from their positions by an ordinary resolution of the Shareholders’ meeting before the
expiration of their term. The term of office for Directors is three years, and upon the expiration
of their term, they may be re-elected.
The term of a Director is calculated from the date of assuming office until the expiration
of the current Board of Directors’ term. If the Directors are not timely re-elected upon the
expiration of their term, the original Directors shall continue to perform their duties as
Directors in accordance with laws, administrative regulations, departmental rules, and the
Articles of Association until the newly elected Directors assume office. Subject to compliance
with applicable laws, regulations, and regulatory rules in PRC and Hong Kong, any person
appointed by the Board of Directors to fill a temporary vacancy or increase the number of
Directors on the Board shall serve only until the first annual Shareholders’ meeting after their
appointment and shall be eligible for re-election at that time.
A Director may also hold the position of senior management positions, but the total
number of Directors who also serve as senior management positions, as well as Directors who
are employee representatives, shall not exceed half of the total number of Directors of the
Company.
A Director may resign before the expiration of their term. A Director’s resignation shall
take effect on the date the Company receives the written resignation report, and the Company
shall disclose the relevant information as soon as practicable (no later than 2 trading days). If
the resignation of a Director results in the number of board members falling below the statutory
minimum, the original Directors shall continue to perform their duties as Directors in
accordance with laws, administrative regulations, departmental rules, and the Articles of
Association until the newly elected Directors assume office.
Board of Directors
The Board of Directors shall exercise the following powers and duties:
(i) Convening the Shareholders’ meeting and reporting to the Shareholders’ meeting;
(ii) Implementing the resolutions of the Shareholders’ meeting;
(iii) Deciding on the Company’s business plans and investment proposals;
(iv) Formulating the Company’s profit distribution plans and loss recovery plans;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-16 –


--- page 456 ---
(v) Formulating plans for the Company’s increase or decrease of registered capital,
issuance of bonds or other securities, and listing;
(vi) Drafting plans for major acquisitions, repurchases of the Company’s shares,
mergers, divisions, dissolution, or changes in the Company’s form;
(vii) Deciding on matters such as external investments, acquisition or disposal of assets,
asset mortgages, external guarantees, entrusted wealth management, related-party
transactions, and external donations, within the scope authorized by the
Shareholders’ meeting;
(viii) Deciding on the establishment of the Company’s internal management structure;
(ix) Deciding on the appointment or dismissal of the chief executive officer, secretary of
the Board, and other senior management members, and determining their
remuneration and reward (or punishment); based on the chief executive officer’s
nomination, deciding on the appointment or dismissal of the chief financial officer,
and other senior management members, and determining their remuneration and
reward (or punishment);
(x) Formulating the Company’s basic management systems;
(xi) Drafting amendments to the Articles of Association;
(xii) Managing the Company’s information disclosure matters;
(xiii) Proposing to the Shareholders’ meeting the appointment or replacement of the
accounting firm auditing the Company;
(xiv) Listening to the work reports of the chief executive officer and reviewing the chief
executive officer’s work;
(xv) Examining and approving the external guarantee matters other than those stipulated
in Article 49 of the Articles of Association;
(xvi) Other powers and duties granted by laws, administrative regulations, departmental
rules, securities regulatory rules of the place where the Company’s shares are listed,
the Articles of Association or the Shareholders’ meeting.
The Board of Directors shall determine the authority for the Company’s external
investments, acquisition or disposal of assets, asset mortgages, external guarantees, entrusted
wealth management, related party transactions, and external donations, and establish strict
review and decision-making procedures. Major investment projects shall be evaluated by
relevant experts and professionals and submitted to the Shareholders’ meeting for approval.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-17 –


--- page 457 ---
The Board of Directors shall have one chairman. The chairman shall be elected by a
majority vote of all Directors and shall serve a term of three years, with eligibility for
reelection.
The chairman shall exercise the following powers and duties:
(i) Presiding over the Shareholders’ meeting and convening and presiding over board
meetings;
(ii) Supervising and inspecting the implementation of board resolutions;
(iii) Other powers and duties granted by the Board of Directors.
The Board of Directors shall hold at least four meetings each year, convened by the
chairman, with written notice provided to all Directors at least 14 days before the meeting.
Shareholders representing more than one-tenth of the voting rights, one-third of the Directors,
or the Audit Committee may propose the convening of an extraordinary board meeting. The
chairman shall convene and preside over the board meeting within 10 days of receiving such
a proposal.
Extraordinary board meetings shall be convened in writing or by email, with notice
provided to all Directors at least three days before the meeting.
A board meeting shall require the attendance of more than half of the Directors to be
valid. Resolutions of the Board of Directors shall require the approval of more than half of all
Directors. Each Director shall have one vote in board resolutions.
If a Director has a relationship with the enterprise or individual involved in a board
resolution, the Director shall promptly report in writing to the Board of Directors. The Director
with such a relationship shall not vote on the resolution or act as a proxy for another Director
to vote. The board meeting may proceed with the attendance of more than half of the
non-related Directors, and resolutions shall require the approval of more than half of the
non-related Directors. If the number of non-related Directors attending the board meeting is
less than three, the matter shall be submitted to the Shareholders’ meeting for review.
Board meetings shall be attended by Directors in person. If a Director is unable to attend,
they may appoint another Director in writing to attend on their behalf. The written appointment
shall specify the name of the proxy, the matters to be represented, the scope of authority, and
the validity period, and shall be signed or sealed by the appointing Director. The proxy shall
exercise the Director’s rights within the scope of authority. If a Director does not attend the
board meeting and does not appoint a proxy to attend, they shall be deemed to have waived
their voting rights at that meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-18 –


--- page 458 ---
Independent non-executive Directors
Independent non-executive Directors shall diligently perform their duties in accordance
with laws, administrative regulations, the CSRC, the securities regulatory authorities and stock
exchanges of the Company’s stock listing place, and the Articles of Association. They shall
play a role in decision-making, supervision, and professional consultation within the Board of
Directors, safeguarding the overall interests of the Company and protecting the lawful rights
and interests of minority shareholders.
Independent non-executive Directors must maintain independence. The following persons
shall not serve as independent non-executive Directors:
(i) Persons employed by the Company or its affiliated enterprises, as well as their
spouses, parents, children, and close relatives;
(ii) Natural persons who directly or indirectly hold more than 1% of the Company’s
issued shares or are among the top ten shareholders of the Company, as well as their
spouses, parents, and children;
(iii) Persons employed by shareholders who directly or indirectly hold more than 5% of
the Company’s issued shares or are among the top five shareholders of the Company,
as well as their spouses, parents, and children;
(iv) Persons employed by affiliated enterprises of the Company’s Controlling
Shareholders or actual controllers, as well as their spouses, parents, and children;
(v) Persons who have significant business dealings with the Company, its Controlling
Shareholders, actual controllers, or their respective subsidiaries, or who are
employed by entities that have significant business dealings with the Company, and
their controlling shareholders or actual controllers;
(vi) Persons who provide financial, legal, consulting, or underwriting services to the
Company, its Controlling Shareholders, actual controllers, or their respective
subsidiaries, including but not limited to project team members, reviewers,
signatories, partners, Directors, senior management members, and principal
responsible persons of intermediary institutions providing such services;
(vii) Persons who have had any of the above-mentioned circumstances within the past 12
months;
(viii) Other persons deemed not independent under laws, administrative regulations, the
CSRC, the securities regulatory authorities and stock exchanges of the Company’s
stock listing place, or the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-19 –


--- page 459 ---
Independent non-executive Directors shall conduct an annual self-assessment of their
independence and submit the results to the Board of Directors. The Board of Directors shall
annually evaluate the independence of incumbent independent non-executive Directors and
issue a special opinion, which shall be disclosed together with the annual report.
The following matters shall be submitted to the Board of Directors for review after
obtaining the approval of more than half of all independent non-executive Directors:
(i) Related party transactions that require disclosure;
(ii) Proposals for the Company and related parties to change or waive commitments;
(iii) Decisions and measures taken by the Board of Directors of an acquired listed
company in response to the acquisition;
(iv) Other matters stipulated by laws, administrative regulations, the CSRC, securities
regulatory rules of the place where the Company’s shares are listed, or the Articles
of Association.
The Company shall establish a special meeting mechanism composed entirely of
independent non-executive Directors. Matters such as related party transactions to be reviewed
by the Board of Directors shall first be approved by the special meeting of independent
non-executive Directors. The Company holds special meetings of independent non-executive
Directors regularly or irregularly. Matters listed in items (i) to (iii) of paragraph 1 of Article
132 and Article 133 of the Articles of Association shall be reviewed by the special meeting of
independent non-executive Directors. The special meeting of independent non-executive
Directors may discuss other matters of the Company as needed.
The special meeting of independent non-executive Directors shall be convened and
presided over by one independent Director jointly recommended by more than half of the
independent non-executive Directors. If the convener fails to perform their duties or is unable
to do so, two or more independent non-executive Directors may convene the meeting and
recommend one representative to preside.
Special Committees under the Board
The Company’s Board of Directors shall establish an Audit Committee, which shall
exercise the powers and duties of the Board of Supervisors as stipulated in the PRC Company
Law.
The Audit Committee shall comprise more than three members, all of whom must be
non-executive directors, of whom the majority must be independent non-executive Directors,
at least one of whom must be an independent director with appropriate professional
qualifications or appropriate accounting or related financial management expertise as required
by the Hong Kong Listing Rules, with the chairperson (convener) being an independent
Director with accounting expertise.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-20 –


--- page 460 ---
The Audit Committee shall be responsible for reviewing the Company’s financial
information and its disclosure, supervising and evaluating internal and external audits, and
internal controls. The following matters shall be submitted to the Board of Directors for review
after obtaining the approval of more than half of all Audit Committee members:
(i) Disclosure of financial accounting reports and financial information in periodic
reports, as well as internal control evaluation reports;
(ii) Appointment or dismissal of the accounting firm auditing the listed company;
(iii) Appointment or dismissal of the Company’s chief financial officer;
(iv) Changes in accounting policies, accounting estimates, or corrections of major
accounting errors due to reasons other than changes in accounting standards;
(v) Other matters stipulated by laws, administrative regulations, the CSRC, securities
regulatory rules of the place where the Company’s shares are listed, or the Articles
of Association.
The Audit Committee shall hold at least one meeting per quarter. Extraordinary meetings
may be convened upon the proposal of two or more members or if the chairperson deems it
necessary. A meeting of the Audit Committee shall require the attendance of at least two-thirds
of its members to be valid. Resolutions of the Audit Committee shall require the approval of
more than half of its members. Each member shall have one vote in Audit Committee
resolutions. Minutes of Audit Committee meetings shall be prepared, and attending members
shall sign the minutes.
The working procedures of the Audit Committee shall be formulated by the Board of
Directors.
The Board of Directors shall establish other special committees, such as the Nomination
Committee, and the Remuneration and Appraisal Committee, which shall perform their duties
in accordance with the Articles of Association and the authorization of the Board of Directors.
Proposals of these committees shall be submitted to the Board of Directors for review and
decision. The working procedures of these special committees shall be formulated by the Board
of Directors.
SENIOR MANAGEMENT MEMBERS
The Company shall have a general manager, also known as the chief executive officer,
who shall be appointed or dismissed by the Board of Directors.
The Chief Technology Officer, chief executive officer, chief financial officer, and
secretary of the Board shall constitute the senior management of the Company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-21 –


--- page 461 ---
The provisions of the Articles of Association regarding the circumstances under which a
person may not serve as a Director and the regulations on departure management shall also
apply to senior management. The provisions of the Articles of Association regarding the
fiduciary duties and diligence obligations of Directors shall also apply to senior management.
The chief executive officer shall be accountable to the Board of Directors and shall
exercise the following powers and duties:
(i) Presiding over the Company’s production, operation, and management activities,
implementing the resolutions of the Board of Directors, and reporting to the Board
of Directors;
(ii) Implementing the Company’s annual business plans and investment proposals;
(iii) Drafting proposals for the establishment of the Company’s internal management
structure;
(iv) Drafting the Company’s basic management systems;
(v) Formulating the Company’s specific regulations;
(vi) Proposing to the Board of Directors the appointment or dismissal of the chief
financial officer and other senior management;
(vii) Deciding on the appointment or dismissal of management personnel other than those
whose appointment or dismissal is to be decided by the Board of Directors;
(viii) The chairman of the Board of Directors or the chief executive officer examining and
approving the transaction matters outside the scope of authority of the Board of
Directors as stipulated in the Articles of Association in accordance with the
authorization of the Board of Directors;
(ix) Other powers and duties granted by the Articles of Association or the Board of
Directors.
The chief executive officer shall attend meetings of the Board of Directors.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-22 –


--- page 462 ---
FINANCIAL ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT
Financial Accounting System
The Company shall establish its financial accounting system in accordance with laws,
administrative regulations, and the provisions of relevant national authorities.
Within four months after the end of each fiscal year, the Company shall submit and
disclose its annual report to the local office of the CSRC (if necessary) and the stock exchange
where the Company’s shares are listed (if necessary). Within two months after the end of the
first half of each fiscal year, the Company shall submit and disclose its interim report to the
local office of the CSRC (if necessary) and the stock exchange where the Company’s shares
are listed (if necessary). The Company shall submit and disclose its quarterly report in
accordance with the regulations of the stock exchange where the Company’s shares are listed.
The Company shall not establish separate accounting books in addition to the statutory
accounting books. The Company’s assets shall not be stored in accounts opened in the name
of any individual.
When distributing the after-tax profits of the current year, the Company shall allocate
10% of the profits to the Company’s statutory reserve fund. If the cumulative amount of the
Company’s statutory reserve fund exceeds 50% of the Company’s registered capital, the
Company may cease to make further allocations. If the Company’s statutory reserve fund is
insufficient to cover the losses of previous years, the Company shall use the current year’s
profits to cover the losses before allocating the statutory reserve fund as stipulated above. After
allocating the statutory reserve fund from the after-tax profits, the Company may also allocate
a discretionary reserve fund from the after-tax profits upon a resolution of the Shareholders’
meeting.
After covering losses and allocating reserve funds, the remaining after-tax profits shall be
distributed according to the proportion of shares held by shareholders, unless otherwise
stipulated in the Articles of Association. If the Shareholders’ meeting violates the PRC
Company Law by distributing profits to shareholders, the shareholders must return the profits
distributed in violation of the regulations to the Company; if the Company suffers losses as a
result, the shareholders and the responsible Directors and senior management shall bear the
liability for compensation. The Company’s own shares held by the Company shall not
participate in the distribution of profits.
The Company’s reserve funds shall be used to cover the Company’s losses, expand the
Company’s production and operation, or convert into additional capital. When using reserve
funds to cover the Company’s losses, the discretionary reserve fund and the statutory reserve
fund shall be used first; if the losses cannot be fully covered, the capital reserve fund may be
used in accordance with regulations. When converting the statutory reserve fund into additional
registered capital, the remaining statutory reserve fund shall not be less than 25% of the
Company’s registered capital before the conversion.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-23 –


--- page 463 ---
Internal Audit
The Company shall implement an internal audit system, specifying the leadership
structure, responsibilities and authorities, staffing, funding, application of audit results, and
accountability for internal audit work.
The Company’s internal audit system shall be implemented after approval by the Board
of Directors and shall be disclosed to the public.
Appointment of Accounting Firms
The Company shall engage an accounting firm that complies with the Securities Law to
conduct audits of financial statements, verification of net assets, and other related consulting
services. The engagement term shall be one year and may be renewed.
The appointment or dismissal of an accounting firm shall be submitted to the Board of
Directors for review after obtaining the approval of more than half of all members of the Audit
Committee and shall be decided by the Shareholders’ meeting. The Board of Directors shall not
appoint an accounting firm before the decision of the Shareholders’ meeting.
The Company shall ensure that the engaged accounting firm is provided with true and
complete accounting vouchers, accounting books, financial accounting reports, and other
accounting materials, and shall not refuse, conceal, or misreport such materials.
The audit fees of the accounting firm shall be decided by the Shareholders’ meeting.
When the Company dismisses or does not renew the engagement of an accounting firm,
it shall notify the accounting firm 30 days in advance. When the Shareholders’ meeting votes
on the dismissal of an accounting firm, the accounting firm shall be allowed to present its
opinions.
If the accounting firm resigns, it shall explain to the Shareholders’ meeting whether there
are any improper circumstances in the Company.
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION
AND LIQUIDATION
Merger, Division, Capital Increase, and Capital Reduction
The Company’s merger can be in the form of an absorption merger or a consolidation
merger. When one company absorbs other companies, it is an absorption merger, and the
absorbed companies are dissolved. When two or more companies merge to form a new
company, it is a consolidation merger, and all the merging companies are dissolved.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-24 –


--- page 464 ---
For a company merger, the merging parties shall sign a merger agreement and prepare a
balance sheet and a property list. The Company shall notify its creditors within 10 days from
the date of adopting the merger resolution and make an announcement in the newspaper or on
the National Enterprise Credit Information Publicity System within 30 days. Creditors may,
within 30 days from the date of receiving the notice, or within 45 days from the date of the
announcement if they have not received the notice, request the Company to pay off its debts
or provide corresponding guarantees.
When the Company merges, the credits and debts of the merging parties shall be
succeeded by the surviving company after the merger or the newly established company.
When the Company divides, its assets shall be divided accordingly. When the Company
divides, it shall prepare a balance sheet and a detailed inventory of assets. The Company shall
notify its creditors within 10 days from the date of the division resolution and make an
announcement in the newspaper or the National Enterprise Credit Information Publicity System
within 30 days. The debts of the Company before the division shall be jointly assumed by the
companies after the division, unless otherwise agreed in a written agreement between the
Company and its creditors before the division.
When the Company needs to reduce its registered capital, it must prepare a balance sheet
and a detailed inventory of assets. The Company shall notify its creditors within 10 days from
the date of the Shareholders’ meeting resolution on the capital reduction and make an
announcement in the newspaper or the National Enterprise Credit Information Publicity System
within 30 days. Creditors may request the Company to settle its debts or provide corresponding
guarantees within 30 days from the date of receiving the notice or within 45 days from the date
of the announcement if they have not received the notice.
When the Company merges or divides, and the registration matters change, it shall apply
for a change of registration with the Company registration authority in accordance with the
law; when a company is dissolved, it shall apply for cancellation of registration in accordance
with the law; when a new company is established, it shall apply for establishment registration
in accordance with the law. When the Company increases or reduces its registered capital, it
shall apply for a change of registration with the Company registration authority in accordance
with the law.
Dissolution and Liquidation
The Company shall be dissolved for the following reasons:
(i) The business term stipulated in the Articles of Association expires or other
dissolution reasons stipulated in the Articles of Association arise;
(ii) The Shareholders’ meeting resolves to dissolve the Company;
(iii) The Company needs to be dissolved due to a merger or division;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-25 –


--- page 465 ---
(iv) The Company is legally revoked its business license, ordered to close, or revoked;
(v) The Company’s operation and management encounter serious difficulties, and its
continued existence would cause significant losses to shareholders’ interests, and no
other solutions can be found. Shareholders holding 10% or more of the Company’s
total voting rights may request the people’s court to dissolve the Company.
When the Company has the dissolution reasons mentioned above, it shall publicize the
dissolution reasons through the National Enterprise Credit Information Publicity System within
ten days.
If the Company has the circumstances mentioned in items (i) and (ii) above and has not
yet distributed its assets to shareholders, it may continue to exist by amending its Articles of
Association or through a resolution of the Shareholders’ meeting. To amend the Articles of
Association or pass a resolution of the Shareholders’ meeting in accordance with the preceding
paragraph, it must be approved by more than two-thirds of the voting rights held by
shareholders present at the Shareholders’ meeting.
If a company is dissolved due to the circumstances mentioned in items (i), (ii), (iv), and
(v) above, it shall be liquidated. The Directors are the liquidation obligors and shall establish
a liquidation group within 15 days from the date the dissolution reason arises to commence
liquidation. The liquidation group shall consist of Directors, unless otherwise stipulated in the
Articles of Association or the Shareholders’ meeting resolves to appoint others. If the
liquidation obligors fail to perform their liquidation obligations in a timely manner, causing
losses to the Company or creditors, they shall bear the liability for compensation.
During the liquidation period, the liquidation group shall exercise the following powers
and duties:
(i) Cleaning up the Company’s assets and preparing a balance sheet and a detailed
inventory of assets;
(ii) Notifying and announcing to creditors;
(iii) Handling the Company’s unfinished business related to the liquidation;
(iv) Paying off the taxes owed and the taxes incurred during the liquidation process;
(v) Cleaning up claims and debts;
(vi) Distributing the remaining assets after the Company’s debts are settled;
(vii) Representing the Company in civil litigation activities.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-26 –


--- page 466 ---
The liquidation group shall notify creditors within 10 days from the date of its
establishment and make an announcement in the newspaper or the National Enterprise Credit
Information Publicity System within 60 days. Creditors shall declare their claims to the
liquidation group within 30 days from the date of receiving the notice or within 45 days from
the date of the announcement if they have not received the notice. When declaring claims,
creditors shall explain the relevant matters of the claims and provide supporting materials. The
liquidation group shall register the claims.
During the claim declaration period, the liquidation group shall not settle claims with
creditors.
After cleaning up the Company’s assets and preparing a balance sheet and a detailed
inventory of assets, the liquidation group shall formulate a liquidation plan and submit it to the
Shareholders’ meeting or the people’s court for confirmation. After paying off the liquidation
expenses, employees’ wages, social insurance fees, and statutory compensation, paying off the
taxes owed, and settling the Company’s debts, the remaining assets shall be distributed to
shareholders according to the proportion of shares held. During the liquidation period, the
Company shall continue to exist but shall not engage in business activities unrelated to the
liquidation. The Company’s assets shall not be distributed to shareholders before being settled
in accordance with the preceding paragraph.
After cleaning up the Company’s assets and preparing a balance sheet and a detailed
inventory of assets, if the liquidation group finds that the Company’s assets are insufficient to
settle its debts, it shall apply to the people’s court for bankruptcy liquidation in accordance
with the law. After the people’s court accepts the bankruptcy application, the liquidation group
shall transfer the liquidation affairs to the bankruptcy administrator designated by the people’s
court.
After the Company’s liquidation is completed, the liquidation group shall prepare a
liquidation report, submit it to the Shareholders’ meeting or the people’s court for
confirmation, and submit it to the Company registration authority to apply for cancellation of
the Company’s registration.
If the Company is legally declared bankrupt, it shall implement bankruptcy liquidation in
accordance with the relevant enterprise bankruptcy laws.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association under the following circumstances:
(i) After the PRC Company Law or relevant laws, administrative regulations, the
provisions of the Articles of Association conflict with the amended laws,
administrative regulations;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-27 –


--- page 467 ---
(ii) The Company’s circumstances change and are inconsistent with the matters recorded
in the Articles of Association;
(iii) The Shareholders’ meeting resolves to amend the Articles of Association.
If the amendment of the Articles of Association passed by a resolution of the
Shareholders’ meeting requires approval by the competent authority, it shall be submitted to the
competent authority for approval; if it involves company registration matters, the change of
registration shall be processed in accordance with the law.
The Board of Directors shall amend the Articles of Association in accordance with the
resolution of the Shareholders’ meeting on the amendment of the Articles of Association and
the approval opinions of the competent authority.
If the amendment of the Articles of Association involves information required to be
disclosed by laws and regulations, it shall be announced in accordance with regulations.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-28 –


--- page 468 ---
1. FURTHER INFORMATION ABOUT OUR COMPANY
A. Incorporation
On September 7, 2017, our Company was established under the name of Shenzhen Dazu
Robot Co., Ltd. (ʮ̡), as a limited liability company in Shenzhen, the
PRC, with a registered capital of RMB50,000,000. On May 22, 2025, our Company was
converted into a joint stock company with limited liability and renamed as Guangdong Huayan
Robotics Co., Ltd. (ʮ̡).
Our registered office is at Room 1101, Building 9, Haichuang Dazu Robot Intelligent
Manufacturing Center, No. 3, Erzhi Industrial Avenue, Xihai Village, Beijiao Town, Shunde
District, Foshan City, Guangdong, PRC. We have established a place of business in Hong Kong
at Room 1919, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and have
been registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies
Ordinance on April 14, 2025. Ms. Chan Pui Ching (ࠊhas been appointed as our
authorized representatives for the acceptance of services of process and notices on behalf of
our Company in Hong Kong. Our address for acceptance of service of process in Hong Kong
is the same as the address of our principal place of business in Hong Kong.
As we are incorporated in the PRC, we are subject to the relevant laws and regulations
of the PRC. A summary of the relevant aspects of laws and regulations of the PRC and our
Articles of Association is set out in “Regulatory Overview” of this Prospectus and Appendix
III to this Prospectus.
B. Changes in the Share Capital of our Company
Upon completion of the Global Offering, without taking into account any H Shares which
may be issued pursuant to the Offer Size Adjustment Option and the Over-allotment Option,
our registered share capital will be increased to RMB106,295,996, comprising 80,785,000 H
Shares to be issued and sold under the Global Offering, 18,027,800 Unlisted Shares and
432,667,180 H Shares converted from the Unlisted Shares.
Save as disclosed above, there has been no alteration in the share capital of our Company
during the two years immediately preceding the date of this Prospectus.
C. Resolutions of the Shareholders of our Company dated 29 May 2025
On 29 May 2025, the shareholders of our Company passed, among other things, the
following resolutions (as supplemented and detailed by Board/persons authorized by the
Shareholders):
(a) the issue by our Company of H Shares with a nominal value of RMB0.2 each and
such H Shares be listed on the Hong Kong Stock Exchange;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 469 ---
(b) the number of H shares to be issued shall be no more than 20% of the total issued
share capital of our Company as enlarged by the Global Offering (without taking
into consideration the exercise of the Over-allotment Option), and the grant of the
Over-allotment Option in respect of no more than 15% of the number of H Shares
issued pursuant to the Global Offering;
(c) subject to the CSRC’s approval, upon completion of the Global Offering,
432,667,180 Unlisted Shares will be converted into H Shares on a one-for-one basis;
(d) authorization of the Board or its authorized individual to handle all matters relating
to, among other things, the Global Offering, the issue and the listing of H Shares on
the Hong Kong Stock Exchange; and
(e) subject to the completion of the Global Offering, the conditional adoption of the
revised Articles of Association, which shall become effective on the Listing Date.
D. Conversion
In preparation of the Global Offering, we underwent the Conversion, details of which are
set out in “History, Development and Corporate Structure — Corporate Development — Joint
Stock Conversion” in this Prospectus. Our PRC Legal Advisor has confirmed that we have
obtained all necessary approvals from relevant PRC regulatory authorities required for the
Conversion.
E. Subsidiaries of Our Company
(a) Subsidiaries
Certain details of our subsidiaries are set forth in the Accountant’s Report in Appendix I
to this Prospectus.
(b) Changes in the share capital of our subsidiary
The following changes in the share capital of our subsidiary took place within the two
years immediately preceding the date of this Prospectus:
 On 16 April, 2024, Huayan Robot America Inc. (ʮ̡), a
wholly-owned subsidiary of our Company, was established in Texas, the United
States with the registered capital of USD300,000; and
 On 6 June, 2025, Huayan (Guangzhou) Robotics Co., Ltd. (ض(ᄿψ)ࠢ
ʮ̡), a wholly-owned subsidiary of our Company, was established in the PRC with
the registered capital of RMB2 million.
Save as disclosed in this Prospectus, there has been no alteration in the share capital of
any of the subsidiaries of our Company within the two years immediately preceding the date
of this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 470 ---
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Our Material Contracts
We have entered into the following contracts (not being contracts entered into in the
ordinary course of business) within two years preceding the date of this Prospectus which are
or may be material, and a copy of each has been published on the Stock Exchange’s website
and our Company’s own website:
(a) a share transfer agreement entered into among Shenzhen Zhirentuan Enterprise
Management Partnership (Limited Partnership) ( ଉέ̹౽ɛྠΆุ၍ଣΥྫΆุ
(Υྫ)) (“ Zhirentuan ”), Beijing Guoke Ruihua Phase IV Equity Investment
Fund Partnership (Limited Partnership) (ΥྫΆุ
(Υྫ)) (“ Beijing Ruihua ”), Shenzhen Baoshi Xinqiao Guoke Ruihua Private
Equity Investment Fund Partnership (Limited Partnership) (๿
ΥྫΆุ(Υྫ)) (“ Shenzhen Ruihua ”), Beijing CAS
Zhengdao Investment Center (Limited Partnership) (͍༸ҳ༟ʕː(Υ
ྫ)) (“ CAS Zhengdao ”), our Company, Mr. Wang Guangneng ( ˮΈঐ), Shenzhen
Zhirenxing Enterprise Management Partnership (Limited Partnership) ( ଉέ̹౽ɛ
БΆุ၍ଣΥྫΆุ(Υྫ)) and Shenzhen Xianzhikong Enterprise
Management Partnership (Limited Partnership) ( ଉέ̹ᘠ౽છΆุ၍ଣΥྫΆุ
(Υྫ)) dated December 26, 2024, pursuant to which Zhirentuan transferred
RMB1,947,003 of our Company’s registered capital to Beijing Ruihua,
RMB1,947,003 of our Company’s registered capital to Shenzhen Ruihua and
RMB39,332 of our Company’s registered capital to CAS Zhengdao, for a total
consideration of RMB100,000,000.
(b) a termination agreement of the shareholder’s special rights entered into among our
Company, Mr. Wang Guangneng ( ˮΈঐ), Zhirentuan, Shenzhen Xianzhikong
Enterprise Management Partnership (Limited Partnership) ( ଉέ̹ᘠ౽છΆุ၍ଣ
ΥྫΆุ(Υྫ)), Shenzhen Zhirenxing Enterprise Management Partnership
(Limited Partnership) ( ଉέ̹౽ɛБΆุ၍ଣΥྫΆุ(Υྫ)), Fujian Min’an
Tongfu Enterprise Management Partnership (Limited Partnership) (͏τΝబΆ
ุ၍ଣΥྫΆุ(Υྫ)), Foshan Pengxia Jufu Enterprise Management
Partnership (Limited Partnership) ( Нʆ̹ᘄขၳబΆุ၍ଣΥྫΆุ(Υྫ)),
Suzhou Tengxin V enture Capital Partnership (Limited Partnership) (௴ุҳ
༟ΥྫΆุ(Υྫ)), Shenzhen Tianle Investment Consulting Partnership
(Limited Partnership) ( ଉέ૴ᆀҳ༟ᚥਪΥྫΆุ(Υྫ)), Shenzhen Talent
Innovation Entrepreneurship No. 3 Phase II Equity Investment Fund Partnership
(Limited Partnership) (ΥྫΆุ(ࠢ
Υྫ)), Shenzhen Zhongxiaodan V enture Capital Co., Ltd. ( ଉέ̹ʕʃዄ௴ุҳ༟
ʮ̡), Shenzhen Zhongshen Xinchuang Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), Zhaoying (Zhucheng)
V enture Capital Partnership (Limited Partnership) (
ޮם(۬)௴ุҳ༟ΥྫΆุ(Ϟ
Υྫ)), Foshan Zhaoke Innovation Intelligent Industry Investment Fund
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 471 ---
Partnership (Limited Partnership) (ΥྫΆุ(Ϟ
Υྫ)), Y antai Xinzhen Tianying Equity Investment Center (Limited Partnership)
(ᛆҳ༟ʕː(Υྫ)), Shenzhen Toposcend Zhongxiaowei
V enture Capital Enterprise (Limited Partnership) (ऎʕʃฆ௴ุҳ༟
Άุ(Υྫ)), Founder Securities Investment Co., Ltd. (ʮ̡),
Guangdong Y uecai Industrial Investment Fund Partnership (Limited Partnership)
(ΥྫΆุ(Υྫ)), Guangzhou Chuangying Jianke
Investment Partnership (Limited Partnership) (ҳ༟ΥྫΆุ(Υ
ྫ)), Shenzhen Qielou Xingwen Management Partnership (Limited Partnership) ( ଉ
έᒡᗨБᖢ၍ଣΥྫΆุ(Υྫ)), Wuxi High-tech Zone Xindongneng Industry
Development Fund (Limited Partnership) (ږ(Υ
ྫ)), Beijing Ruihua, Shenzhen Ruihua, CAS Zhengdao, Han’s Laser Technology
Industry Group Co., Ltd. (ʮ̡), Shanghai Huaqi
Investment Management Partnership (Limited Partnership) ( ɪऎ೥೘ҳ༟၍ଣΥྫ
Άุ(Υྫ)) and Mr. Zhang Guoping ( ੵ਷̻) dated April 30, 2025, pursuant to
which special rights granted to such Shareholders were terminated.
(c) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, HHLR ADVISORS, LTD., China International Capital Corporation Hong
Kong Securities Limited, Deutsche Securities Asia Limited and Deutsche Bank AG,
Hong Kong Branch with respect to a subscription of Shares at the Offer Price in the
aggregate amount of Hong Kong dollars equivalent of US$30,000,000.
(d) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, GF Management Co., Ltd. (ʮ̡), China International
Capital Corporation Hong Kong Securities Limited, Deutsche Securities Asia
Limited and Deutsche Bank AG, Hong Kong Branch with respect to a subscription
of Shares at the Offer Price in the aggregate amount of Hong Kong dollars
equivalent of US$23,300,000.
(e) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, GF International Investment Management Limited ( ᄿ೯਷ყ༟ପ၍ଣϞ
ʮ̡), China International Capital Corporation Hong Kong Securities Limited,
Deutsche Securities Asia Limited and Deutsche Bank AG, Hong Kong Branch with
respect to a subscription of Shares at the Offer Price in the aggregate amount of
Hong Kong dollars equivalent of US$6,700,000.
(f) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, Morgan Stanley & Co. International plc, China International Capital
Corporation Hong Kong Securities Limited, Deutsche Securities Asia Limited and
Deutsche Bank AG, Hong Kong Branch with respect to a subscription of Shares at
the Offer Price in the aggregate amount of Hong Kong dollars equivalent of
US$10,000,000.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 472 ---
(g) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, Samson Group Limited (ʮ̡), China International Capital
Corporation Hong Kong Securities Limited, Deutsche Securities Asia Limited and
Deutsche Bank AG, Hong Kong Branch with respect to a subscription of Shares at
the Offer Price in the aggregate amount of HK$50,000,000.
(h) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, HUA TAI CAPITAL INVESTMENT LIMITED, China International
Capital Corporation Hong Kong Securities Limited, Deutsche Securities Asia
Limited and Deutsche Bank AG, Hong Kong Branch with respect to a subscription
of Shares at the Offer Price in the aggregate amount of Hong Kong dollars
equivalent of RMB40,000,000 and holding such Shares on a non-discretionary basis
to hedge a series of cross border over-the-counter swap transactions entered into by
Huatai Capital Investment Limited, Huatai Securities Co., Ltd. and Ningbo Meishan
Free Trade Port Zone Haojun Investment Management Co., Ltd. (೼ಥਜ
ʮ̡).
(i) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, Eternal Summer Consulting Company Ltd., China International Capital
Corporation Hong Kong Securities Limited, Deutsche Securities Asia Limited and
Deutsche Bank AG, Hong Kong Branch with respect to a subscription of Shares at
the Offer Price in the aggregate amount of Hong Kong dollars equivalent of
US$5,000,000.
(j) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, SHREWD PIONEER LIMITED, China International Capital Corporation
Hong Kong Securities Limited, Deutsche Securities Asia Limited and Deutsche
Bank AG, Hong Kong Branch with respect to a subscription of Shares at the Offer
Price in the aggregate amount of Hong Kong dollars equivalent of US$5,000,000.
(k) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, Richfirm (Hong Kong) Development Limited ( Όන(ಥ)ʮ̡),
China International Capital Corporation Hong Kong Securities Limited, Deutsche
Securities Asia Limited and Deutsche Bank AG, Hong Kong Branch with respect to
a subscription of Shares at the Offer Price in the aggregate amount of
HK$25,000,000.
(l) a cornerstone investment agreement dated March 18, 2026 entered into among our
Company, VVC Technology Fund Ltd., China International Capital Corporation
Hong Kong Securities Limited, Deutsche Securities Asia Limited and Deutsche
Bank AG, Hong Kong Branch with respect to a subscription of Shares at the Offer
Price in the aggregate amount of Hong Kong dollars equivalent of US$3,000,000.
(m) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 473 ---
B. Intellectual Property Rights
(a) Patents
As of the Latest Practicable Date, our Group has the following patents which are
considered by us to be or may be material to our business:
No.
Patent
Owner Type Patent Patent No.
Application
Date
Grant
Date
Expiry
Date
1. /H1118Our Company Invention Absolute position
measurement using dual
incremental encoders (“ ᕐᄣ
ඎ όᇜᇁኜ಻ඎഒ࿁ Зໄ˙
ձༀໄ”)
201810561211.0 04/06/2018 01/01/2021 03/06/2038
2. /H1118Our Company Invention Encoder group position
compensation method for
robotic modules (“ ᇜᇁኜ ଡ଼
e ዚኜɛᅼଡ଼
ج)”
201911006991.3 22/10/2019 19/08/2022 21/10/2039
3. /H1118Our Company Invention A cable installation structure
(“ɓ၇ᗫ ືᅼଡ଼ᇞ᝙τༀഐ
࿴ʿᗫືᅼଡ଼”)
202111518267.6 13/12/2021 12/04/2024 12/12/2041
4. /H1118Our Company Invention Safety control circuit, control
method and servo driver (“ τ
؂
ᚨਗኜ”)
202210025909.7 11/01/2022 08/12/2023 10/01/2042
5. /H1118Our Company Invention Singularity avoidance method
for robotic wrist joints (“ ɓ
ج
ʿӻ୕”)
202210153487.1 18/02/2022 20/02/2024 17/02/2042
6. /H1118Our Company Invention Motor control method and
system for serve driver (“ ཥ
ၑዚண
௪ձᎷπʧሯ”)
202210342575.6 02/04/2022 27/06/2023 01/04/2042
7. /H1118Our Company Invention Positioning platform and
system (“Зӻ
୕”)
202210444972.4 26/04/2022 20/02/2024 25/04/2042
8. /H1118Our Company Invention Servo driver, servo system
and robot (“ᚨਗኜeУ
ӻ୕ʿዚኜɛ”)
202210502576.2 10/05/2022 27/06/2023 09/05/2042
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 474 ---
No.
Patent
Owner Type Patent Patent No.
Application
Date
Grant
Date
Expiry
Date
9. /H1118Our Company Invention Automated welding method
and system based on
collaborative robots (“ ɓ၇ਿ
Іਗʷଔટ˙
ʿӻ୕”)
202210652748.4 08/06/2022 23/05/2023 07/06/2042
10. /H1118Our Company Invention Joint module and
collaborative robot (“ ᗫືᅼ
ଡ଼ʿ՘Ъ ዚኜɛ ”)
202210986793.3 17/08/2022 12/07/2024 16/08/2042
11. /H1118Our Company Invention Collision detection method
for robotic arms (“ٙ
ၑ
ዚண௪”)
202211127334.6 16/09/2022 31/10/2023 15/09/2042
12. /H1118Our Company Invention Auto-tuning method and
system for servo driver
parameters (“ᚨਗኜਞ
ၑ
ዚண௪”)
202211245209.5 12/10/2022 20/02/2024 11/10/2042
13. /H1118Our Company Invention PID parameter determination
for robot motors (“ ዚኜ ɛཥ
ዚPIDeༀໄ
ၑ ዚண௪ ”)
202310722875.1 19/06/2023 31/10/2023 18/06/2043
14. /H1118Our Company Invention Robot joint angle inspection
method, device, equipment
and medium (“ ዚኜɛᗫືԉ
eༀໄeண௪ʿʧ
ሯ”)
201911032010.2 28/10/2019 19/07/2022 27/10/2039
15. /H1118Our Company Invention Servo drives, drive methods
and equipment (“ᚨਗ
ʿண௪”)
202210018402.9 07/01/2022 29/08/2023 06/01/2042
16. /H1118Our Company Invention Cobot control methods,
devices, cobots and storage
media (“છՓ˙
eༀໄe՘ЪዚኜɛձπᎷ
ʧሯ”)
202210208702.3 03/03/2022 31/05/2024 02/03/2042
17. /H1118Our Company Invention Cobot control methods,
devices, computer equipment,
and storage media (“ ՘Ъዚ
ၑዚ
ண௪ձπᎷʧሯ”)
202210408266.4 19/04/2022 14/06/2024 18/04/2042
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 475 ---
No.
Patent
Owner Type Patent Patent No.
Application
Date
Grant
Date
Expiry
Date
18. /H1118Our Company Invention Electromagnetic brake
control device and
electromagnetic brake
equipment (“ཛྷછՓༀ
ཛྷண௪”)
202210465206.6 29/04/2022 08/12/2023 28/04/2042
19. /H1118Our Company Invention Robot control methods,
devices, computer equipment,
and storage media (“ ዚኜɛ
ၑዚண௪
ձπᎷʧሯ”)
202210527441.1 16/05/2022 23/05/2023 15/05/2042
20. /H1118Our Company Invention Robot controls and robots
(“ዚኜɛછՓༀໄձዚኜɛ”)
202210533020.X 16/05/2022 12/07/2024 15/05/2042
21. /H1118Our Company Invention A six-axis assistance robot
based on a double-joint
module (“ᕐᗫືᅼ
ʬൿ՘пዚኜɛ”)
202210554823.3 19/05/2022 10/01/2023 18/05/2042
22. /H1118Our Company Invention
A modular multi-robot
collaborative control method
(“ɓ၇ᅼ෯ʷεዚኜɛ՘Ъછ
ج)”
202210556095.X 20/05/2022 23/05/2023 19/05/2042
23. /H1118Our Company Invention A type of high-precision
multi-sensor fusion ranging
system for cobots (“ ɓ၇՘Ъ
εෂชፄΥ಻൷
ӻ୕”)
202210598478.3 30/05/2022 12/07/2024 29/05/2042
24. /H1118Our Company Invention Reducer (“ ಯ஺ኜ”) 202210810372.5 11/07/2022 12/04/2024 10/07/2042
25. /H1118Our Company Invention Elastomeric components and
brakes for brakes (“Փਗ
ଡ଼΁ʿՓਗኜ”)
202310747489.8 25/06/2023 31/10/2023 24/06/2043
26. /H1118Our Company Invention Hollow shaft assemblies,
joint modules and robots
(“ൿଡ଼΁eᗫືᅼଡ଼ʿዚ
ኜɛ”)
202210887586.2 26/07/2022 20/05/2025 25/07/2042
27. /H1118Our Company Invention Robot motor debugging
method, device, computer
equipment and storage
medium (“ٙ
ၑዚண௪ձπ
Ꮇʧሯ”)
202210315780.3 29/03/2022 04/07/2025 28/03/2042
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 476 ---
No.
Patent
Owner Type Patent Patent No.
Application
Date
Grant
Date
Expiry
Date
28. /H1118Our Company Invention Robot safety emergency stop
methods, devices, computer
equipment, readable storage
media and program products
(“eༀ
ၑዚண௪e̙ᛘπᎷʧ
ۜ)”
202510247006.7 04/03/2025 04/07/2025 03/03/2045
29. /H1118Our Company Invention Cobot safety testing methods,
devices, computer equipment,
and storage media (“ ՘Ъዚ
ࠇ
ၑዚண௪ձπᎷʧሯ”)
202210961318.0 11/08/2022 05/09/2025 10/08/2042
30. /H1118Our Company Invention Robot joint module and robot
(“ዚኜɛᗫືᅼଡ଼ձዚኜɛ”)
202310647023.0 31/05/2023 12/09/2025 30/05/2043
31. /H1118Our Company Invention Cobot control device and
cobot system (“ ՘Ъዚኜɛછ
Փༀໄձ՘Ъዚኜɛӻ୕”)
202310954641.X 31/07/2023 17/10/2025 30/07/2043
32. /H1118Our Company Invention Robot control methods,
devices, electronic
equipment, readable storage
media and program products
(“eༀໄeཥ
ɿண௪e̙ᛘπᎷʧሯձ೻ҏ
ۜ)”
202410832648.9 26/06/2024 28/10/2025 25/06/2044
33. /H1118Our Company Invention Parameter determination
method, system
and electronic equipment for
cobot joint module (“ ɓ၇՘
ਞᅰ፫ᗆ˙
eӻ୕ʿཥɿண௪”)
202411491563.5 24/10/2024 28/10/2025 23/10/2044
34. /H1118Our Company Invention Robot tracking accuracy
testing methods, system,
devices and storage media
(“಻༊˙
eӻ୕eண௪ʿπᎷʧሯ”)
202411551424.7 01/11/2024 28/10/2025 31/10/2044
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 477 ---
(b) Trademarks
As of the Latest Practicable Date, the following trademarks have been registered in the
name of the relevant member of our Group which are considered by us to be or may be material
to our business:
No.
Trademark
Registrant Trademark
Registration
Number
Place of
Registration Class Valid Period
1. /H1118/H1118/H1118Our Company
 52903272 China 7 2021/8/21-
2031/8/20
2. /H1118/H1118/H1118Our Company
 52946577 China 9 2021/12/14-
2031/12/13
3. /H1118/H1118/H1118Our Company
 61429063 China 7 2023/6/21-
2033/6/20
4. /H1118/H1118/H1118Our Company
 61410315 China 9 2023/6/14-
2033/6/13
5. /H1118/H1118/H1118Our Company
 61411549 China 10 2022/6/14-
2032/6/13
6. /H1118/H1118/H1118Our Company
 61406415 China 21 2022/8/14-
2032/8/13
7. /H1118/H1118/H1118Our Company
 61417168 China 37 2022/9/28-
2032/9/27
8. /H1118/H1118/H1118Our Company
 61429303 China 39 2022/8/14-
2032/8/13
9. /H1118/H1118/H1118Our Company
 61404726 China 40 2022/6/14-
2032/6/13
10. /H1118/H1118Our Company
 61413331 China 42 2023/11/21-
2033/11/20
11. /H1118/H1118Our Company
 63739164 China 7 2023/11/21-
2033/11/20
12. /H1118/H1118Our Company
 68582051 China 9 2023/8/28-
2033/8/27
13. /H1118Our Company
 80434297 China 9 2025/3/14-
2035/3/13
14. /H1118Our Company
 80428485 China 7 2025/2/21-
2035/2/20
15. /H1118Our Company
 306912702 Hong Kong 7,9,42 2025/5/28-
2035/5/27
16. /H1118Our Company
 306912739 Hong Kong 7,9,42 2025/5/28-
2035/5/27
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 478 ---
Historically, Han’s Laser agreed to authorize the Group to use a number of registered
trademarks owned by Han’s Laser (the “ Licensed Trademarks ”) including below trademarks.
Such trademark licensing arrangement has been terminated with effect from August 1, 2025.
No.
Trademark
Registrant Trademark
Registration
Number
Place of
Registration Class Valid Period
1 /H1118/H1118Han’s Laser
 16723383 China 7 2016/06/06-
2026/06/06
2 /H1118/H1118Han’s Laser
 16723384 China 7 2016/08/14-
2026/08/13
(c) Software Copyrights registered
As at the Latest Practicable Date, we have registered the following software copyrights
which we consider to be or may be material to our business:
No. Copyright Registered Owner Registration Number
Date of First
Publication
1 /H1118/H1118/H1118/H1118Drive operation software
(abbreviation: drive
software) V1.0 (“ ᚨਗ
ኜ዁Ъ̌ঐழ΁(ᔊ၈
:drive ழ΁) V1.0”)
Our Company 2018SR552930 Not yet
published
2 /H1118/H1118/H1118/H1118HMServo servo drive
host computer software
[abbreviation:
HMServo] V2.0
(“HMServoᚨਗɪ
Зዚழ΁[ᔊ၈
:HMServo]V2.0”)
Our Company 2018SR552933 19/08/2011
3 /H1118/H1118/H1118/H1118HansKR motion control
system V1.0 (“HansKR
༶ਗછՓӻ୕ V1.0”)
Our Company 2018SR552937 Not yet
published
4 /H1118/H1118/H1118/H1118HMServo servo drive
host computer software
[abbreviation:
HMServo] V3.0
(“HMServoᚨਗɪ
Зዚழ΁[ᔊ၈
:HMServo] V3.0”)
Our Company 2018SR552926 Not yet
published
5 /H1118/H1118/H1118/H1118Motor drive control
software V1.0 (“ ཥዚᚨ
ਗછՓழ΁ V1.0”)
Our Company 2018SR112421 Not yet
published
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 479 ---
No. Copyright Registered Owner Registration Number
Date of First
Publication
6 /H1118/H1118/H1118/H1118Dazu drive control
software V1.0 (“ ɽૄᚨ
ਗછՓழ΁ V1.0”)
Our Company 2019SR0516344 30/12/2017
7 /H1118/H1118/H1118/H1118Dazu motion platform
control software V1.0
(“ɽૄ༶ਗ̨̻છՓழ
΁ V1.0”)
Our Company 2019SR0514753 30/12/2017
8 /H1118/H1118/H1118/H1118Dazu controller automatic
upgrade software V1.0
(“ɽૄዚኜɛછՓኜІ
ਗʺॴழ΁ V1.0”)
Our Company 2019SR0779295 20/02/2019
9 /H1118/H1118/H1118/H1118HMServo servo drive
host computer software
[abbreviation:
HMServo] V4.0
(“HMServoᚨਗɪ
Зዚழ΁[ᔊ၈
:HMServo] V4.0”)
Our Company 2019SR1342507 Not yet
published
10 /H1118/H1118/H1118Web demonstrator
software V1.0 (“Web ͪ
઺ኜழ΁V1.0”)
Our Company 2019SR1338561 Not yet
published
11 /H1118/H1118/H1118Dazu robot control
software V1.0 (“ ɽૄዚ
ኜɛછՓழ΁V1.0”)
Our Company 2019SR1347761 15/07/2019
12 /H1118/H1118/H1118Dazu robot controller
automatic packaging
software (“v1.0 ɽૄዚ
ኜɛછՓኜІਗ͂̍ழ
΁ V1.0”)
Our Company 2020SR0501422 23/06/2019
13 /H1118/H1118/H1118RzServo driven host PC
software [Abbreviation:
RzServo] V1.0
(“RzServoᚨਗɪ
Зዚழ΁[ᔊ၈
:RzServo]V1.0”)
Our Company 2021SR2060460 Not yet
published
14 /H1118/H1118/H1118Robot trajectory analysis
software V1.0 (“ ዚኜɛ
ழ΁V1.0”)
Our Company 2022SR1346657 Not yet
published
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 480 ---
No. Copyright Registered Owner Registration Number
Date of First
Publication
15 /H1118/H1118/H1118Cobot intelligent IoT
welding software
[abbreviation:
intelligent IoT welding
software] V1.0 (“ ՘Ъ
ᑌଔટழ
΁[ᔊ၈:ᑌଔટ
ழ΁]V1.0”)
Our Company 2022SR1387359 Not yet
published
16 /H1118/H1118/H1118Cobot safety plane
software [abbreviation:
safety plane] V1.0 (“ ՘
ழ΁
[ᔊ၈:ࠦ]V1.0”)
Our Company 2023SR0448449 04/01/2023
17 /H1118/H1118/H1118Robot controller
automated test software
[abbreviation:
automated test tool]
V1.0 (“ ዚኜɛછՓኜІ
ਗʷ಻༊ழ΁[ᔊ၈:І
ਗʷ಻༊ʈՈ]V1.0”)
Our Company 2023SR0536805 Not yet
published
18 /H1118/H1118/H1118Robot posture control
application software
[abbreviation: posture
control application]
V1.0 (“ ዚኜɛ᜗࿒છՓ
Ꮠ͜ழ΁[ᔊ၈:᜗࿒છ
ՓᏐ͜]V1.0”)
Our Company 2023SR1443052 Not yet
published
19 /H1118/H1118/H1118Robot extension axis
plug-in (“V1.0 ዚኜɛᓒ
ൿౢ΁V1.0”)
Our Company 2024SR1650366 Not yet
published
20 /H1118/H1118/H1118Spraying plugin v1.7.0
(“ᄝ෩ౢ΁V1.7.0”)
Our Company 2024SR1609659 Not yet
published
21 /H1118/H1118/H1118System security board
debugging software
[abbreviation:
HR_SCBTools]
V1.1(“ሜ༊
ழ΁[ᔊ၈
:HR_SCBTools]V1.1”)
Our Company 2024SR1649586 Not yet
published
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 481 ---
No. Copyright Registered Owner Registration Number
Date of First
Publication
22 /H1118/H1118/H1118Controller script
debugging software
V1.0 (“ છՓኜ໔͉ሜ༊
ழ΁V1.0”)
Our Company 2024SR1786182 Not yet
published
23 /H1118/H1118/H1118Cobot screw locking
plug-in V1.0 (“ ՘Ъዚ
ኜɛᑮകᕁ˹ౢ΁
V1.0”)
Our Company 2024SR1722272 Not yet
published
24 /H1118/H1118/H1118Multi-axis controller
software V1.0 (“ εൿછ
Փኜழ΁V1.0”)
Our Company 2024SR2133229 Not yet
published
25 /H1118/H1118/H1118HansRobot origin
configuration software
[Abbreviation: Tools]
V1.0 (“HansRobotᓃ
ৣໄழ΁[ᔊ၈
:Tools]V1.0”)
Our Company 2025SR0230112 15/09/2024
26 /H1118/H1118/H1118HMServo servo drive
host computer software
[abbreviation:
HMServo] V6.0
(“HMServoᚨਗɪ
Зዚழ΁[ᔊ၈
:HMServo]V6.0”)
Jiutian Power
Technology
2021SR2174820 Not yet
published
27 /H1118/H1118/H1118Cobot force control
software [abbreviation:
force control software]
V1.0 (“ ՘Ъዚኜɛɢછ
ழ΁[ᔊ၈:ɢછழ
΁]V1.0”)
Jiutian Power
Technology
2021SR2174821 16/11/2021
28 /H1118/H1118/H1118Cobot welding software
V1.0 (“ ՘Ъዚኜɛଔટ
ழ΁V1.0”)
Jiutian Power
Technology
2022SR0502408 10/12/2021
29 /H1118/H1118/H1118Cobot robot spraying
software V1.0 (“ ՘Ъዚ
ኜɛᄝ෩ழ΁V1.0”)
Jiutian Power
Technology
2023SR0253643 10/12/2021
30 /H1118/H1118/H1118Cobot Elfin software
[abbreviation: Elfin
software] V1.0 (“ ՘Ъ
ዚኜɛElfin ழ΁[ᔊ၈
:Elfin ழ΁]V1.0”)
Jiutian Power
Technology
2022SR1439750 Not yet
published
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 482 ---
3. FURTHER INFORMATION ABOUT OUR DIRECTORS
A. Particulars of Directors’ Contracts
Each of the Directors entered into a service contract or appointment letter with our
Company. The principal particulars of these service contracts and appointment letters comprise
(i) the terms of the service and (ii) termination provisions in accordance with their respective
terms. The service contracts and appointment letters may be renewed in accordance with our
Articles of Association and the applicable laws, rules and regulations.
Save as disclosed above, none of our Directors has or is proposed to have a service
contract with any of our Group (other than contracts expiring or determinable by the relevant
employer within one year without the payment of compensation (other than statutory
compensation)).
B. Directors’ Remuneration
Save as disclosed in “Directors and Senior Management — Remuneration of Directors
and Senior Management” and under Note 8 to the financial information in the Accountant’s
Report set out in Appendix I, no Director received any other fees, salaries, allowances, share
based compensation, pension schemes contribution and other benefits in kind (if applicable)
from our Company for the three years ended December 31, 2024 and the nine months ended
September 30, 2025.
4. DISCLOSURE OF INTERESTS
A. Substantial Shareholders
Save as disclosed in the section headed “Substantial Shareholders” in this Prospectus, up
to the Latest Practicable Date, our Directors or chief executive were not aware of any other
person, not being a Director or chief executive of our Company, who had an interest or short
position in the Shares and underlying Shares of our Company, which following the completion
of the Global Offering, would fall to be disclosed to our Company under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10%
or more of the issued voting Shares of our Company or any member of our Group.
B. Directors or Chief Executives
Save as disclosed below and in the section headed “Substantial Shareholders” in this
Prospectus, immediately following completion of the Global Offering (and assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised), none of our
Directors or chief executive of our Company has any interest and/or short position in the
Shares, underlying Shares and debentures of our Company or any of its 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 (including interests and short
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 483 ---
positions which has been taken or is deemed to have under such provisions of the SFO) or
which will be required, pursuant to section 352 of the SFO, to be entered in the register referred
to therein, or will be required, pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers to be notified to our Company and the Stock Exchange.
C. Disclaimers
Save as disclosed in this Prospectus:
(a) none of our Directors or chief executive of our Company has any interests and short
positions in the shares, underlying Shares and debentures of our Company or any
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 (including interests and short positions which he is taken or deemed
to have under such provisions of SFO) or which will be required, pursuant to section
352 of the SFO, to be entered in the register referred to therein, or will be required,
pursuant to the Model Code for Securities Transactions by Directors of Listed
Companies to be notified to us and the Stock Exchange, in each case once our Shares
are listed.;
(b) none of our Directors is a director or employee of a company which is expected to
have an interest in the Shares falling to be disclosed to our Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO once our
Shares are listed on the Stock Exchange;
(c) none of our Directors nor any of the parties listed in “— 6. Other Information — G.
Qualification of Experts” of this Appendix is materially interested in any contract or
arrangement subsisting at the date of this Prospectus which is significant in relation
to our business;
(d) none of our Directors nor any of the parties listed in “— 6. Other Information — G.
Qualification of Experts” of this Appendix is interested in our promotion, or in any
assets which have, within two years immediately preceding the issue of this
Prospectus, been acquired or disposed of by or leased to us, or are proposed to be
acquired or disposed of by or leased to our Company;
(e) none of the parties listed in the paragraph headed “— 6. Other Information — G.
Qualification of Experts” of this Appendix: (i) is interested legally or beneficially in
any of our Shares or any shares in any of our subsidiaries; or (ii) has any right
(whether legally enforceable or not) to subscribe for or to nominate persons to
subscribe for our securities; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 484 ---
(f) save as disclosed in the section headed “Business” in this Prospectus, none of our
Directors or their respective associates or any Shareholders of our Company (who
to the knowledge of our Directors owns more than 5% of our issued share capital)
has any interest in our five largest suppliers or our five largest customers in each
year/period during the Track Record Period.
5. EMPLOYEE INCENTIVE SCHEMES
In order to further enhance our corporate governance structure, attract and retain
management talents and employees, incentivize our employees to promote our sustainable
development and maximize value for the Company and the Shareholders, we adopted employee
incentive schemes (the “ Employee Incentive Schemes ”) in December 2021 and May 2025 to
award the partnership interests in our employee incentive platforms to the scheme participants
(the “ Participant ”). The Employee Incentive Schemes are not subject to the provisions of
Chapter 17 of the Listing Rules.
(a) Employee Incentive Platforms
Zhirenxing, Zhirenxue, Zhirenle, Zhirenju and Zhirenyun were established in March 25,
2021, May 9, 2025, May 7, 2025, May 16, 2025 and May 20, 2025 to serve as our employee
incentive platforms.
Set out below is the holding structure of our employee incentive platforms as of the Latest
Practicable Date:
 Zhirenxing : The general partner of Zhirenxing is Zhirentuan Tech, holding 1%
partnership interests therein. The remaining 99% partnership interests in Zhirenxing
are held by 37 limited partners who are current/former employees or advisor of our
Group, among whom, Mr. Zhang Yingtao, our executive Director, Mr. Wang Xianli,
our connected person, and Mr. Zhao Yi (resigned as a director of the Company in
May 2025), our connected person, holds approximately 19.77%, 12.59%, and
12.53% partnership interests therein, respectively. None of the other limited partners
of Zhirenxing hold more than 15% partnership interests therein.
 Zhirenxue : The general partner of Zhirenxue is Zhirentuan Tech, holding 0.06%
partnership interests therein. The remaining 99.94% partnership interests in
Zhirenxue are held by 45 limited partners who are employees or adviser of our
Group, among whom, Mr. Zhang Yingtao, our executive Director, Mr. Zhao Yi, our
connected person, and Mr. Wang, our executive Director and one of the Controlling
Shareholders, holds approximately 10.44%, 4.64% and 1.54% partnership interests
therein, respectively. None of the other limited partners of Zhirenxue hold more than
15% partnership interests therein.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 485 ---
 Zhirenle : The general partner of Zhirenle is Zhirentuan Tech, holding 0.1%
partnership interests therein. The remaining 99.9% partnership interests in Zhirenle
are held by 45 limited partners who are employees of our Group, among whom Mr.
Zhang, Mr. Wang, our executive Directors and Controlling Shareholders, holds 10%
and 4.2% partnership interests therein, respectively. None of the other limited
partners of Zhirenle hold more than 10% partnership interests therein.
 Zhirenju : The general partner of Zhirenju is Zhirentuan Tech, holding 0.2%
partnership interests therein. The remaining 99.8% partnership interests in Zhirenju
are held by 45 limited partners who are employees of our Group, among whom, Mr.
Wang, our executive Director, one of the Controlling Shareholders, holds 19%
partnership interests therein. None of the other limited partners of Zhirenju hold
more than 5% partnership interests therein.
 Zhirenyun : The general partner of Zhirenyun is Zhirentuan Tech, holding
approximately 0.1% partnership interests therein. The remaining approximately
99.9% partnership interests in Zhirenyun are held by 43 limited partners who are
employees of our Group, among whom, Mr. Wang, our executive Director, one of the
Controlling Shareholders, holds approximately 42.3% partnership interests therein.
None of the other limited partners of Zhirenyun hold more than 5% partnership
interests therein.
(b) Administration
The Employee Incentive Schemes shall be reviewed and revised by the Board and
approved by the Shareholders. Subject to the authorisation from the Shareholders, the Board
shall be responsible for the implementation of the Employee Incentive Schemes.
(c) Participants
The participants (“ Participants ”) of the Employee Incentive Schemes shall be an
employee of our Group including senior management, middle management, core technicists,
core business personnel and other important employees as deemed by the Board and subject to
the adjustment by the general partner of the Employee Incentive Platform.
(d) Term
The Employee Incentive Schemes are valid and effective from their respective adoption
dates and subject to termination by the Shareholders in accordance with the terms of the
Employee Incentive Schemes.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 486 ---
(e) Shares under the Employee Incentive Schemes
As of May 29, 2025, a total of 36,978,240 Shares were held by Zhirenxing, Zhirenxue,
Zhirenle, Zhirenju and Zhirenyun. We do not expect to grant additional partnership interest or
Shares as incentive under the Employee Incentive Schemes. Immediately following completion
of the Global Offering, the aggregate number of Shares underlying the Employee Incentive
Schemes remain as 36,978,240 representing 6.96% of the total issued Shares (without taking
into consideration the exercise of the Offer Size Adjustment Option and the Over-allotment
Option). As a result, the Employee Incentive Schemes will not cause any dilution of the
shareholding of our Shareholders immediately after the Global Offering. For further details on
the interest of our connected persons granted under the Employee Incentive Schemes, see “—
5. Employee Incentive Schemes — (a) Employee Incentive Platforms.”
(f) Transferability
The Shares held by the Employee Incentive Platforms are subject to the statutory lock-up
period as provided under relevant laws and regulations. Subject to fulfillment of the
performance targets, the partnership interests held by the Participants shall be unlocked (i)
within two years; or (ii) in four installments, namely 25% for each of the four years ending
December 31, 2025, 2026, 2027 and 2028. Whether during such lock-up period or otherwise,
without the prior written consent of the general partners of the Employee Incentive Platforms
Participants shall not dispose the interest in the Shares granted under the Employee Incentive
Schemes held by him/her by way of transfer, pledge or debt repayment to any person other than
the employees of the Company.
During the above lock-up period, Participants shall not in any way transfer the partnership
interests held by him/her without the prior consent of the general partners of the Employee
Incentive Platforms. During the above lock-up period, the general partners of the employee
incentive platforms may repurchase or designate a third party who is qualified to be a
Participant to purchase part or all of the partnership interests granted to a Participant in the
events, including (i) voluntary resignation of the Participant during the employment contract
period due to his/her own reasons; (ii) non-renewal of the employment contract between the
Participant and our Company after its expiration; (iii) loss of the Participant’s ability to work;
(iv) the retirement of the Participant; (v) the death of the Participant or (vi) any other situation
as determined by the Board.
6. OTHER INFORMATION
A. Estate Duty
We have been advised that no material liability for estate duty under the PRC law is likely
to fall upon our Company or any member of our Group.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 487 ---
B. Litigation
As of the Latest Practicable Date, we were not involved in any material litigation,
arbitration or administrative proceedings, and so far as our Directors are aware, no such
material litigation, arbitration or administrative proceedings are pending or threatened against
any member of our Group.
C. Joint Sponsors
Each of the Joint Sponsors is independent pursuant to Rule 3A.07 of the Listing Rules.
The Joint Sponsors have made an application on our behalf to the Listing Committee for
listing of, and permission to deal in, our H Shares, including any Offer Shares which may be
issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option. All necessary arrangements have been made to enable the H Shares to be admitted into
CCASS.
We have entered into individual engagement agreements with the Joint Sponsors,
pursuant to which we agreed to pay an aggregate amount of US$800,000 to China International
Capital Corporation Hong Kong Securities Limited and Deutsche Securities Asia Limited for
acting as Joint Sponsors to our Company in the Global Offering.
D. Compliance Adviser
We have appointed Gram Capital Limited as our compliance adviser in compliance with
Rule 3A.19 of the Listing Rules.
E. Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred material preliminary
expenses.
F. Promoters
The promoters of our Company are Zhirentuan, Han’s Laser, Zhongshen Xinchuang,
Zhirenxing, Shenzhen Tianle, Fujian Min’an, Mr. Wang, Suzhou Tengxin, Y antai Xinzhen,
Zhucheng Zhaoying, Foshan Zhaoke, Foshan Pengxia, Guoke Ruihua, Baoshi Xinqiao,
Guangdong Y uecai, Shenzhen Qielou, Xianzhikong, Shanghai Huaqi, Wuxi Xindongneng,
Shenzhen Qunte, Founder Securities, Shenzhen Talent, Zhongxiaodan, Zhirenying, Toposcend,
Shenzhen Shuohang, Mr. Zhang, Ms. Liu Hong, CAS Zhengdao and Chuangying Jianke.
Save as disclosed in this Prospectus, within the two years immediately preceding the date
of this Prospectus, no cash, securities or other interest have been paid, allotted or given to the
above promoters in connection with the Global Offering or related transactions in this
Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 488 ---
G. Qualification of Experts
The qualifications of the experts, as defined under the Listing Rules, who have given their
opinions or advice in the Prospectus, are as follows:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for 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) of the regulated activities as defined
under the SFO
Deutsche Securities Asia
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for Type 1
(dealing in securities), Type 2 (dealing in futures
contracts) and Type 6 (advising on corporate finance) of
the regulated activities as defined under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public
Interest Entity Auditors under the Accounting and
Financial Reporting Council Ordinance
King & Wood Mallesons /H1118/H1118/H1118/H1118PRC Legal Advisor
Frost & Sullivan (Beijing)
Inc., Shanghai Branch Co.
Independent industry consultant
Ashurst /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US export control and OIR legal advisor
H. Consents of Experts
Each of the experts as referred to in “— 6. Other Information — G. Qualification of
Experts” has given, and has not withdrawn, its respective written consents to the issue of this
Prospectus with the inclusion of its reports and/or letter and/or opinion and/or the references
to its name included herein in the form and context in which it is respectively included.
As of the Latest Practicable Date, none of the experts named above has any shareholding
interests in any member of our Group or the right (other than the penal provisions) of sections
44A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as
applicable.
I. Taxation of Holders of H Shares
The sale, purchase and transfer of H shares are subject to Hong Kong stamp duty if such
sale, purchase and transfer are effected on the H share register of members of our Company,
including in circumstances where such transaction is effected on the Stock Exchange. The
stamp duty is charged to each of the seller and purchaser at the ad valorem rate of 0.1% of the
consideration for, or (if higher) the fair value of the H Shares being sold or transferred. In other
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 489 ---
words, a total of 0.2% is currently payable on a typical sale and purchase transaction of the H
Shares. In addition, a fixed duty of HK$5 is charged on each instrument of transfer (if
required). For further information in relation to taxation.
J. No Material Adverse Change
Save as disclosed in this Prospectus, our Directors confirm that there has been no material
adverse change in our financial or operational position since September 30, 2025, being the end
date of our latest audited financial statements, and up to the Latest Practicable Date.
K. Binding effect
This Prospectus shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
L. Related Party Transactions
Within the two years immediately preceding the date of this Prospectus, we have entered
into the related party transactions as described in Note 38 to the financial information in the
Accountant’s Report set out in Appendix I.
M. Agency Fees or Commissions Paid or Payable
Save as disclosed in this Prospectus, no commissions, discounts, brokerages or other
special terms have been granted in connection with the issue or sale of any capital of any
member of our Group within the two years preceding the date of this Prospectus.
N. Miscellaneous
Save as disclosed in this Prospectus:
(a) within the two years immediately preceding the date of this Prospectus, we have not
issued or agreed to issue any share or loan capital fully or partly paid either for cash
or for a consideration other than cash;
(b) no share or loan capital of our Group, if any, is under option or is agreed
conditionally or unconditionally to be put under option;
(c) we have not issued or agreed to issue any founder shares, management shares or
deferred shares;
(d) our Company has no outstanding convertible debt securities or debentures;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 490 ---
(e) there are no restrictions affecting the remittance of profits or repatriation of capital
by us into Hong Kong from outside Hong Kong;
(f) within the two years immediately preceding the date of this Prospectus, no
commission, discount, brokerage or other special term has been granted in
connection with the issue or sale of any capital of our Company;
(g) there is no arrangement under which future dividends are waived or agreed to be
waived;
(h) there has been no interruption in our business which may have or have had a
significant effect on the financial position in the last 12 months; and
(i) 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.
O. Bilingual Prospectus
The English language and Chinese language versions of this Prospectus are being
published separately, in reliance upon the exemption provided by section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 491 ---
1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) a copy of each of the material contracts referred to in the section headed “Statutory
and General Information — 2. Further Information about Our Business — A.
Summary of Our Material Contracts” in Appendix IV to this prospectus; and
(b) the written consents referred to under the paragraph headed “Statutory and General
Information — 6. Other Information — H. Consents of experts” in Appendix IV to
this prospectus.
2. DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the website of the Stock
Exchange at www.hkexnews.hk and our Company’s website at www.huayan-robotics.com up
to and including the date which is 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report of our Group prepared by Ernst & Y oung, the text of which
is set out in Appendix I to this prospectus;
(c) the audited consolidated financial statements of our Group for the three years ended
December 31, 2024 and the nine months ended September 30, 2025;
(d) the report on the unaudited pro forma financial information of our Group prepared
by Ernst & Y oung, the text of which is set out in Appendix II to this prospectus;
(e) the service contracts referred to in the paragraph headed “Statutory and General
Information — 3. Further Information about our Directors — A. Particulars of
Directors’ Contracts” in Appendix IV to this prospectus;
(f) a copy of each of the material contracts referred to in the section headed “Statutory
and General Information — 2. Further Information about Our Business — A.
Summary of Our Material Contracts” in Appendix IV to this prospectus;
(g) the written consents referred to under the paragraph headed “Statutory and General
Information — 6. Other Information — H. Consents of experts” in Appendix IV to
this prospectus;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-1 –


--- page 492 ---
(h) the legal opinions issued by King & Wood Mallesons , our PRC Legal Advisor, in
respect of, among other things, the general corporate matters and the property
interests of our Group under PRC law;
(i) the legal memo issued by Ashurst, our export control and OIR legal advisor, in
respect of, among other things, the export control and OIR analysis under US law;
(j) the industry report issued by Frost & Sullivan, the summary of which is set forth in
the section headed “Industry Overview” in this Prospectus;
(k) the PRC Company Law, PRC Securities Law and Overseas Listing Trial Measures
together with their unofficial English translations.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-2 –


--- page 493 ---
廣東華沿機器人股份有限公司
Guangdong Huayan Robotics Co., Ltd.
