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大金重工股份有限公司
Dajin Heavy Industry Co., Ltd.
Stock Code : 1081
(a joint stock company incorporated in the People’s Republic of China with limited liability)
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Dajin Heavy Industry Co., Ltd.
ʮ̡
(a joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares in
the Global Offering
: 86,965,800 H Shares (subject to
the Offer Size Adjustment Option
and the Over-allotment Option)
Number of Hong Kong Offer Shares : 8,696,600 H Shares (subject to
reallocation)
Number of International Offer Shares : 78,269,200 H Shares (subject to
reallocation, the Offer Size
Adjustment Option and the
Over-allotment Option)
Maximum Offer Price : HK$66.40 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading
fee of 0.00565% (payable in full on
application in Hong Kong dollars and
subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 1081
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss 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 “Appendix VII — Documents Delivered to the Registrar of Companies and Av ailable on Display”
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 Miscella neous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no re sponsibility
as to the contents of this prospectus or any other document referred to above.
The Offer Price is expected to be fixed by agreement between the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters ) and us on the Price
Determination Date. The Price Determination Date is expected to be on or about Wednesday, June 3, 2026 and, in any event, not later than 12:00 noon on Wed nesday, June 3, 2026.
The Offer Price will be no more than HK$66.40 per Offer Share. If, for any reason, the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and
us are unable to reach an agreement on the Offer Price, the Global Offering will not proceed and will lapse.
The Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, r educe the number of Hong
Kong Offer Shares that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offe ring. In such a case, notices
of the reduction in the number of Hong Kong Offer Shares will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.dajin.cn as
soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications u nder the Hong Kong Public
Offering. For more details, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.”
Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, includin g but not limited to the risk factors
set out in “Risk Factors.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the
Hong Kong Offer Shares, are subject to termination by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwrit ers) if certain
grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Pub lic Offering
— Grounds for Termination.”
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Ac t. The Offer Shares are being offered
and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the
Hong Kong Public Offering.
This prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.dajin.cn ). If you require a printed copy of this prospectus,
you may download and print from the website addresses above.
IMPORTANT
May 28, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this prospectus to the public in relation to
the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.dajin.cn. 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:
(a) apply online through the HK eIPO White Form service through the designated
website at www.hkeipo.hk ;
(b) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is
a HKSCC Participant to give electronic application instructions via HKSCC’s
system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this prospectus are
identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong
pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the laws of Hong Kong).
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses
above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in this
prospectus for further details of the procedures through which you can apply for the Hong
Kong Offer Shares electronically.
IMPORTANT
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Your application through the HK eIPO White Form service or by giving electronic
application instructions to HKSCC must be for a minimum of 100 Hong Kong Offer Shares
and in one of the numbers set out in the table.
If you are applying through the 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. You must pay the
respective maximum 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
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 6,706.97 2,500 167,674.11 30,000 2,012,089.32 600,000 40,241,786.40
200 13,413.93 3,000 201,208.93 40,000 2,682,785.75 700,000 46,948,750.80
300 20,120.90 3,500 234,743.75 50,000 3,353,482.20 800,000 53,655,715.20
400 26,827.86 4,000 268,278.58 60,000 4,024,178.65 900,000 60,362,679.60
500 33,534.83 4,500 301,813.40 70,000 4,694,875.08 1,000,000 67,069,644.00
600 40,241.79 5,000 335,348.22 80,000 5,365,571.52 2,000,000 134,139,288.00
700 46,948.75 6,000 402,417.87 90,000 6,036,267.95 3,000,000 201,208,932.00
800 53,655.71 7,000 469,487.51 100,000 6,706,964.40 4,348,300
(1) 291,638,933.00
900 60,362.68 8,000 536,557.15 200,000 13,413,928.80
1,000 67,069.64 9,000 603,626.80 300,000 20,120,893.20
1,500 100,604.47 10,000 670,696.45 400,000 26,827,857.60
2,000 134,139.29 20,000 1,341,392.88 500,000 33,534,822.00
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement to be published on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.dajin.cn .
Time and date (1)
Hong Kong Public Offering commences ............................. 9:00 a.m. on
Thursday, May 28, 2026
Latest time to complete electronic applications under
HK eIPO White Form service through the
designated website at www.hkeipo.hk (2) ........................... 1 1:30 a.m. on
Tuesday, June 2, 2026
Application lists open (3) .........................................1 1:45 a.m. on
Tuesday, June 2, 2026
Latest time to (a) give electronic application instructions
to HKSCC and (b) complete payment of
HK eIPO White Form applications by effecting
internet banking transfer(s) or PPS payment transfer(s)
(4) ............. 12:00 noon on
Tuesday, June 2, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your
behalf, you are advised to contact your broker or custodian for the latest time for giving such
instructions which may be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close
(3) ............. 12:00 noon on
Tuesday, June 2, 2026
Expected Price Determination Date (5) ....................a to r before 12:00 noon on
Wednesday, June 3, 2026
Announcement of:
 the Offer Price;
 an indication of the level of interest in the International Offering;
 the level of applications in the Hong Kong Public Offering; and
 the basis of allocation of the Hong Kong Offer Shares
EXPECTED TIMETABLE
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to be published and on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at
www.dajin.cn at or before (6)(7) ...............................1 1:00 p.m. on
Thursday, June 4, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the website of the Stock Exchange at
www.hkexnews.hk and the Company’s
website at www.dajin.cn respectively (7) ...........n o later than 11:00 p.m. on
Thursday, June 4, 2026
 from “Allotment Results” page on the designated
results of allocations website at
www.hkeipo.hk/IPOResult (alternatively:
www.tricor.com.hk/ipo/result ) with a
“search by ID” function (7) ............................. from 11:00 p.m.
on Thursday, June 4, 2026 to
12:00 midnight on Wednesday, June 10, 2026
 from the allocation results telephone enquiry
line by calling +852 3691 8488 between
9:00 a.m. and 6:00 p.m. ............................ from Friday, June 5,
2026 to Wednesday, June 10, 2026
(excluding Saturday,
Sunday and public
holidays in Hong Kong)
For those applying through HKSCC EIPO channel,
you may also check with your broker or custodian from ............... 6:00 p.m. on
Wednesday, June 3, 2026
Dispatch of H Share certificates or deposit of
the H Share certificates into CCASS in respect
of wholly or partially successful applications pursuant
to the Hong Kong Public Offering on or before
(8)(9) ..................... Thursday,
June 4, 2026
EXPECTED TIMETABLE
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Dispatch of HK eIPO White Form e-Auto Refund
payment instructions/refund cheques
(if applicable) on or before
(10)(11) ..................................... Friday,
June 5, 2026
Dealings in H Shares on the Main Board of
the Stock Exchange to commence at ......................... 9:00 a.m. on Friday,
June 5, 2026
(1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. Details of the structure
of the Global Offering, including its conditions, are set out in “Structure of the Global Offering” in this
prospectus. If there is any change in the above expected timetable, we will issue a separate announcement in
Hong Kong to be published on our website at www.dajin.cn and the website of the Stock Exchange at
www.hkexnews.hk .
(2) You will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, June 2, 2026,
the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E.
Severe Weather Arrangements.”
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC
should refer to “How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares
— 2. Application Channels.”
(5) The Price Determination Date is expected to be on or around Wednesday, June 3, 2026. If, for any reason, the
Offer Price is not agreed between the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the
Underwriters) and our Company by 12:00 noon on Wednesday, June 3, 2026, the Global Offering will not
proceed and will lapse.
(6) The announcement will be available for viewing on the Stock Exchange’s website www.hkexnews.hk and our
Company’s website at www.dajin.cn .
(7) None of the websites or any of the information contained on the websites forms part of this prospectus.
(8) The H Share certificates are expected to be issued on Thursday, June 4, 2026 but will only become valid
evidence of title provided that the Global Offering has become unconditional in all respects and neither of the
Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around
8:00 a.m. on Friday, June 5, 2026. Investors who trade H Shares on the basis of publicly available allocation
details before the receipt of H Share certificates and before they become valid evidence of title do so entirely
of their own risk.
(9) Applicants being individuals who are eligible for personal collection must not authorize any other person to
make collection on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce, at the time of collection,
evidence of identity acceptable to the H Share Registrar. Applicants who have applied for Hong Kong Offer
Shares through the HKSCC EIPO channel should refer to the paragraph headed “How to Apply for Hong Kong
Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this
prospectus for details.
EXPECTED TIMETABLE
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(10) Applicants who apply through the HK eIPO White Form service by paying the application monies through
a single bank account, may have HK eIPO White Form e-Auto Refund payment instructions (if any)
dispatched to their application payment bank account. Applicants who apply through the HK eIPO White
Form service by paying the application monies through multiple bank accounts, may have refund cheques in
favor of the applicant (or, in the case of joint applications, the first-named applicant) sent to the address
specified in their application instructions by ordinary post and at their own risk.
(11) HK eIPO White Form e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly
or partially unsuccessful applications and in respect of wholly or partially successful applications if the Offer
Price is less than the maximum price per Offer Share payable on application.
The above expected timetable is a summary only. Potential investors should read
carefully “Underwriting,” “Structure of the Global Offering” and “How to Apply for
Hong Kong Offer Shares” for details relating to the structure and conditions of the Global
Offering, procedures on the applications for Hong Kong Offer Shares and the expected
timetable, including conditions, effect of bad weather and the dispatch of refund cheques
and H Share certificates.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Hong Kong Offer Shares
offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus
may not be used for the purpose of, and does not constitute, an offer or a solicitation
of an offer to subscribe for or buy, any security in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Hong Kong
Offer Shares or the distribution in any jurisdiction other than Hong Kong. The
distribution of this prospectus and the offering and sale of the Hong Kong Offer Shares
in other jurisdictions are subject to restrictions and may not be made except as
permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
Y ou should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information
that is different from what is contained in this prospectus. Any information or
representation not made in this prospectus must not be relied on by you as having been
authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners and the Joint
Lead Managers, any of the Underwriters, any of our or their respective directors,
officers or representatives, or any other person or party involved in the Global
Offering.
EXPECTED TIMETABLE ............................................ i v
CONTENTS ...................................................... viii
SUMMARY ....................................................... 1
DEFINITIONS .................................................... 1 1
GLOSSARY OF TECHNICAL TERMS ................................. 2 2
FORW ARD-LOOKING STATEMENTS ................................. 2 7
RISK FACTORS ................................................... 2 9
W AIVERS ........................................................ 5 2
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL
OFFERING ..................................................... 5 9
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 6 3
CORPORATE INFORMATION ....................................... 6 8
CONTENTS
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INDUSTRY OVERVIEW ............................................ 7 0
REGULATORY OVERVIEW ......................................... 8 8
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............ 9 7
BUSINESS ........................................................ 1 0 5
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 1 8 4
SHARE CAPITAL .................................................. 1 8 8
SUBSTANTIAL SHAREHOLDERS .................................... 1 9 1
CORNERSTONE INVESTORS ........................................ 1 9 2
DIRECTORS AND SENIOR MANAGEMENT ........................... 2 0 1
FINANCIAL INFORMATION ........................................ 2 1 4
FUTURE PLANS AND USE OF PROCEEDS ............................ 2 5 6
UNDERWRITING ................................................. 2 6 3
STRUCTURE OF THE GLOBAL OFFERING ........................... 2 7 4
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 2 8 4
APPENDIX I – ACCOUNTANTS’ REPORT ...................... I - 1
APPENDIX IA – UNAUDITED INTERIM FINANCIAL
INFORMATION .............................. IA-1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL
INFORMATION .............................. II-1
APPENDIX III – TAXATION AND FOREIGN EXCHANGE ........... III-1
APPENDIX IV – SUMMARY OF PRINCIPAL LA WS AND
REGULATIONS .............................. I V - 1
APPENDIX V – SUMMARY OF ARTICLES OF ASSOCIATION ...... V - 1
APPENDIX VI – STATUTORY AND GENERAL INFORMATION ...... VI-1
APPENDIX VII – DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY . . VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be
important to you. Y ou should read the entire document carefully before you decide to
invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors.” Y ou
should read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are a globally leading provider of core offshore wind power equipment, deeply rooted
in the wind power industry with nearly two decades of dedicated experience. We offer
integrated solutions across production, transportation, and delivery of wind foundation to
major offshore wind developers worldwide. With a strategically forward-looking approach to
penetrate into the global deep-sea wind power sector, we focus on mainstream offshore wind
markets characterized by high technical standards, rigorous quality requirements, and
promising commercial potential. Our core operations span offshore wind power equipment
R&D and manufacturing, heavy marine transportation, ship design and construction, wind and
photovoltaic power generation, and wind marshalling port operations. We are dedicated to
implementing an effective transformation from a product supplier to an integrated solution
provider, delivering the “Dajin Solution” in support of the global transition to wind and
photovoltaic power. During the Track Record Period, we primarily generated our revenue from
manufacturing and sales of wind power equipment and wind and photovoltaic power generation
and generated limited revenue from wind marshalling port operations, while we did not
generate revenue from ship design and construction. During the same period, revenue
generated from product delivery was classified as a part of revenue from manufacturing and
sales of wind power equipment and we did not generate revenue under heavy marine
transportation business.
According to Frost & Sullivan, we are the largest offshore wind foundation provider in
Europe in terms of sales value of monopiles in the first half of 2025, with our market share
increasing from 18.5% in 2024 to 29.1% in the first half of 2025. In addition, based on the
review of publicly disclosed filings of certain competitors which are comparable to us in terms
of products delivered, as of June 30, 2025, we are the only supplier in the Asia-Pacific region
to achieve bulk delivery of monopiles to Europe. According to the same source, we ranked fifth
among wind tower providers in the PRC in terms of sales value in the first half of 2025, with
a market share of 2.4%, and ranked third with a market share of 4.4% in 2024.
We were listed on the Shenzhen Stock Exchange in 2010, becoming the first company
principally engaged in the wind tower and foundation business with its shares listed on China’s
A-share market and one of the pioneers participating in and witnessing the remarkable growth
of the wind power sector in China. Since our listing on the A-share market, we have
strategically pioneered our “overseas and offshore wind business strategy” (“ Շऎ኷ଫ”), have
consistently maintained disciplined strategic focus and execution over the past decades, and
have adhered to a core operational philosophy centered on risk mitigation, value-focused
growth, and high-quality development. Our offshore wind power equipment export business
expanded rapidly, resulting in a leading market share.
SUMMARY
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The chart below highlights a selection of our core achievements:
Global Leading Position Performance Growth3
Offshore Wind Power
Equipment R&D and
Manufacturing
Wind and Photovoltaic Power
Business and
Sustainable Development
Heavy Marine
Transportation/Ship Design
and Construction
1st
Sales value of offshore wind foundation
in Europe
1
~RMB10 billion2
Overseas order backlog
63.3%
Revenue growth
132.8%
Net profit growth
74.5%
Revenue from overseas orders
RMB6,173.6 million
Revenue
RMB1,103.3 million
Net profit
Wind Marshalling Port
Operations
Core functions: material consolidation and
distribution + equipment assembly + logistics
and transportation + O&M
“Last-mile capabilities” for deep and far-sea
offshore wind power equipment services
One of the Globally Largest
Total production capacity of the wind power offshore engineering
base cluster reaching 700,000 tons
4
Only in Asia-Pacific
Supplier can achieve bulk delivery of monopiles to Europe
Globally Largest
Capacity to build extra-large and extra-heavy offshore monopiles
with a diameter of 16 meters
Establish a global R&D center for floating wind power
equipment technology
Globally First
Offshore wind foundation company with the SBTi
certification
Pioneers in Asia-Pacific
Company with EcoVadis Silver Medal
~1.5GW capacity for wind and photovoltaic
power sites
500MW in operation and 950MW under development
First in Asia-Pacific
Provide integrated services including manufacturing,
ocean transport and delivery for offshore wind power
equipment to Europe
Scarce in China
Production capacity of the specialized ship construction:
able to launch 6 specialized heavy-lift deck ships
annually
Specialized Fleet and Team
A fleet and team with rich experience in ocean transport
Notes:
1. According to Frost & Sullivan, we are the largest offshore wind foundation provider in Europe in terms of sales value of monopiles
in the first half of 2025.
2. Representing our order backlog for overseas orders of wind power equipment as of December 31, 2025.
3. Representing revenue, net profit and percentage of revenue from overseas business in 2025, and the growth of revenue and net profit
compared to the same period in 2024.
4. Consisting of annual production capacity of 300,000 tons at the Shandong Penglai Offshore Facility and annual production capacity
of 400,000 tons at the Hebei Tangshan Caofeidian Deep and Far-sea Offshore Facility.
Our Products and Solutions
To meet the diverse and integrated needs of our customers, we have expanded our
products and services from offshore wind power equipment R&D and manufacturing to
gradually include heavy marine transportation, ship design and construction, wind marshalling
port operations, and actively deploy wind and photovoltaic power generation, gradually
evolving from a product supplier to an integrated solution provider.
R&D and Manufacturing of Wind Power Equipment
During the Track Record Period, we primarily focused on the R&D, manufacturing and
sales of offshore and onshore wind power equipment, including monopiles, transition pieces,
and towers, which serve as core components of wind turbine systems. We are now actively
expanding our business in jacket foundations and floating foundations, with established
production lines and manufacturing capabilities.
Heavy Marine Transportation
We provide integrated solutions covering production, transportation, and final delivery of
our products. We have demonstrated an extensive global logistics network, strong project
management, and well-established risk control capabilities, demonstrated by exporting
offshore wind power equipment under the DAP model. The DAP model simplifies customer
supply chain management, strengthens customer retention, and enhances the added value of our
products. During the Track Record Period, our deliveries of wind foundation structures to
overseas markets were primarily conducted under the DAP model in terms of contract value.
For details of DAP and FOB models, see “Business — Our Products and Solutions — Heavy
Marine Transportation.” Leveraging the delivery of our products, we have gradually developed
a one-stop heavy marine engineering logistics solution with expertise spanning ship R&D,
transport planning, marine engineering design, and port handling. During the Track Record
Period, revenue generated from product delivery was classified as a part of revenue from
manufacturing and sales of wind power equipment. We have not generated revenue from
SUMMARY
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external shipping services. Leveraging our accumulated key competencies and differentiated
competitive advantages in specialized marine transportation, we will actively expand into
market-oriented specialized shipping services and continuously explore high-value-added
business opportunities.
Ship Design and Construction
As an extension of our offshore wind power equipment manufacturing business, we have
independently designed suitable ships for the transportation of offshore wind power equipment,
leveraging our proven expertise regarding the “extra-large, extra-heavy, and ultra-wide” nature
of offshore wind power equipment, and addressing the growing industry demand for
specialized transport solutions. As of the Latest Practicable Date, we had built one
self-designed extra-large heavy deck ship, with four additional ships under construction. Our
first in-house developed, specialized heavy-lift transport ship commenced commercial
operation in February 2026. Our ships will support both our own operations and external
commercial projects, utilizing either our proprietary in-house ship designs or customer-
provided designs. During the Track Record Period, we did not generate revenue from ship
design and construction business.
Wind and Photovoltaic Power Generation
Since 2020, we have strategically diversified along the value chain and expanded
downstream into wind and photovoltaic power generation business. We have constructed and
operated wind and photovoltaic power projects totaling 500MW of installed capacity, all of
which is grid-connected. Since commencing operations in 2023, these facilities have supplied
approximately 1.9 billion kWh of electricity to the grid and reduced carbon dioxide emissions
by an estimated 1,032,200 tons. In addition, we are currently developing additional wind power
sites with an expected capacity of 950MW in aggregate.
Wind Marshalling Port Operations
To enhance our local operational capabilities in key overseas markets, we have leveraged
our extensive experience in port operations to establish a presence in wind marshalling port
operation business, integrating material consolidation and distribution, equipment assembly,
logistics and transportation, and operations and maintenance services.
OUR STRENGTHS
We believe the following strengths position us well to capitalize on future opportunities
and deliver continued growth: (i) evolving from a globally well-known supplier of offshore
wind power equipment to an integrated solution provider with first-mover advantages under a
strategic vision; (ii) capacity barriers supported by one of the world’s largest offshore
foundation manufacturing cluster and leading export infrastructure; (iii) forging a unique
competitive advantage through a dual-engine growth model of specialized transport and
shipbuilding; (iv) industry-leading quality control and R&D capabilities ensuring high-
standard delivery for export projects; (v) comprehensive ESG development system driving the
transition to wind and photovoltaic power; and (vi) visionary management team and
internationally competitive talent structure.
OUR GROWTH STRATEGY
We will drive development across all business segments by emphasizing our core
strategic focus, enhancing three key capabilities and constructing three future business pillars.
Our core strategic focus is on mainstream offshore wind markets characterized by high
technical standards, rigorous quality requirements, and promising commercial potential. We
will continuously strengthen three key capabilities covering design of technological
innovation, global operations, and sustainable development. Furthermore, three pillars
including floating wind foundation design and manufacturing, integrated marine logistics
services, and local ecosystem and port services, will form our main future growth curves.
SUMMARY
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CUSTOMERS AND SUPPLIERS
Our customers primarily consist of leading offshore wind power developers and wind
turbine manufacturers across various regions globally, particularly in Europe, many of which
maintain stringent supplier qualification standards. In 2023, 2024 and 2025, the aggregate
revenue generated from our five largest customers in each year during the Track Record Period
amounted to RMB2,285.0 million, RMB2,100.0 million and RMB4,886.5 million, representing
approximately 52.8%, 55.6% and 79.2% of our total revenue for the corresponding year,
respectively. Our suppliers primarily comprise raw material suppliers, mainly for steel plates,
flanges, paints and tower internal fittings, and transportation service providers. In 2023, 2024
and 2025, the purchases from our five largest suppliers in each year during the Track Record
Period amounted to RMB1,413.8 million, RMB1,516.3 million and RMB1,528.4 million,
representing approximately 44.5%, 45.4% and 41.6% of our total purchases for the
corresponding year, respectively. As of the Latest Practicable Date, to the best knowledge of
our Directors, none of our Directors or their respective close associates, and none of our
Shareholders who own more than 5% of the Shares in issue, had any interest in any of our five
largest customers and suppliers in each year during the Track Record Period.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The summary consolidated financial data set forth below should be read together with,
and is qualified in its entirety by reference to, the Accountants’ Report set out in Appendix I
to this prospectus, including the related notes.
Summary of Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss
and other comprehensive income for the years indicated. Our historical results presented below
are not necessarily indicative of the results that may be expected for any future period.
For the year ended December 31,
2023 2024 2025
RMB’000
%o f
revenue RMB’000
%o f
revenue RMB’000
%o f
revenue
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,324,055) (76.9%) (2,652,258) (70.2%) (4,254,330) (68.9%)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001,027 23.1% 1,127,393 29.8% 1,919,220 31.1%
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,011 1.5% 68,503 1.8% 102,666 1.7%
(Other losses)/gains, net /H1118/H1118/H1118/H1118(50,384) (1.2%) (23,138) (0.6%) 75,989 1.2%
(Impairment losses)/reversal of
impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,662) (0.1%) (114,582) (3.0%) 9,038 0.1%
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(72,523) (1.7%) (98,081) (2.6%) (128,073) (2.1%)
Administrative expenses /H1118/H1118/H1118/H1118(187,299) (4.3%) (256,698) (6.8%) (392,643) (6.4%)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(255,606) (5.9%) (182,012) (4.8%) (288,178) (4.7%)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,839) (0.3%) (5,633) (0.1%) (32,200) (0.5%)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484,725 11.2% 515,752 13.6% 1,265,819 20.5%
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118(59,568) (1.4%) (41,877) (1.1%) (162,522) (2.6%)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 9.8% 473,875 12.5% 1,103,297 17.9%
Profit attributable to:
Owners of the Company /H1118/H1118/H1118/H1118425,157 9.8% 473,875 12.5% 1,103,297 17.9%
EBITDA (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,054 13.1% 618,017 16.4% 1,385,115 22.4%
Non-IFRS Measures
To supplement our consolidated financial statements that are presented in accordance
with IFRS, we also use EBITDA (non-IFRS measure), which is not required by, or presented
in accordance with, IFRS. We define EBITDA (non-IFRS measure) as profit for the year plus
SUMMARY
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(i) depreciation and amortization, which represents the depreciation of property, plant and
equipment, right-of-use assets and investment property and the amortization of intangible
assets, (ii) finance costs, which represent interest expense from financing activities, and (iii)
income tax expenses, minus interest income) for the year. We believe that this non-IFRS
measure facilitates comparisons of operating performance from year to year and company to
company. We believe that this measure provides useful information to investors and others in
understanding and evaluating our results of operations in the same manner as they help our
management. However, our presentation of EBITDA (non-IFRS measure) may not be
comparable to similarly titled measures presented by other companies. The use of such
non-IFRS measure has limitations as an analytical tool, and you should not consider them in
isolation from, or as a substitute for analysis of, our results of operations or financial condition
as reported under IFRS. The following table sets forth a reconciliation of our EBITDA
(non-IFRS measure) in accordance with IFRS for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 473,875 1,103,297
Add:
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,291 146,563 173,362
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,839 5,633 32,200
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,568 41,877 162,522
Less:
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,801 49,931 86,266
EBITDA (non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118565,054 618,017 1,385,115
Revenue
During the Track Record Period, we primarily focused on the R&D, manufacturing and
sales of wind power equipment, including foundation structures such as monopiles and
transition pieces, and other components such as towers. We have also developed in-house
capabilities for a global logistics system to better control our costs and enhance our ability to
provide an integrated solution for our customers and achieve higher revenue. Since 2023, we
started to generate revenue from wind and photovoltaic power generation and gradually
increased our capacity of grid connection. We also generate revenue from other business,
primarily including the revenue generated from sales of scrap steels and provision of terminal
services in our ports and docks. Our revenue decreased from RMB4,325.1 million in 2023 to
RMB3,779.7 million in 2024, primarily attributable to the decrease in our revenue generated
from manufacturing and sales of wind power equipment, mainly in Chinese Mainland, as we
adjusted our strategic focus to prioritize projects with higher profit margins.
For the year ended December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
Manufacturing and
sales of wind
power equipment /H1118 4,146,031 95.9% 3,510,733 92.9% 5,865,638 95.0%
– Foundation
structures /H1118/H1118/H1118/H1118/H11181,339,546 31.0% 1,274,481 33.7% 3,338,198 54.1%
– Towers /H1118/H1118/H1118/H1118/H1118/H1118/H11182,806,485 64.9% 2,236,252 59.2% 2,527,440 40.9%
Wind and
photovoltaic
power generation 131,615 3.0% 215,782 5.7% 251,114 4.1%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,436 1.1% 53,136 1.4% 56,798 0.9%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
SUMMARY
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Gross Profit and Gross Profit Margin
In 2023, 2024 and 2025, our total gross profit amounted to RMB1,001.0 million,
RMB1,127.4 million and RMB1,919.2 million, respectively, and our overall gross profit
margin was 23.1%, 29.8% and 31.1%, respectively. The overall fluctuations in our gross profit
margin have been largely driven by changes in the mix and performance of our different
business lines and revenue sources. For details, see “Financial Information — Description of
Certain Consolidated Statements of Profit or Loss and Other Comprehensive Income Items —
Gross Profit and Gross Profit Margin.”
Profit for the Y ears
We recorded a profit of RMB425.2 million, RMB473.9 million and RMB1,103.3 million
in 2023, 2024 and 2025, respectively.
Summary of Consolidated Statements of Financial Position
The following table sets forth a breakdown of our consolidated statements of financial
position as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,293,374 7,735,260 8,479,502
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,931,440 3,826,690 6,011,049
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,224,814 11,561,950 14,490,551
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,934,782 3,532,022 4,379,084
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118375,866 757,919 1,831,177
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,310,648 4,289,941 6,210,261
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,358,592 4,203,238 4,100,418
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,914,166 7,272,009 8,280,290
Our net assets increased from RMB6,914.2 million as of December 31, 2023 to
RMB7,272.0 million as of December 31, 2024, mainly due to profit generated in 2024 of
RMB473.9 million, partially offset by 2023 final dividend paid of RMB116.1 million. Our net
assets further increased from RMB7,272.0 million as of December 31, 2024 to RMB8,280.3
million as of December 31, 2025, mainly due to profit generated in 2025 of RMB1,103.3
million, partially offset by 2024 final dividend paid of RMB51.0 million and 2025 interim
dividend paid of RMB54.8 million.
Our net current assets decreased from RMB4,358.6 million as of December 31, 2023 to
RMB4,203.2 million as of December 31, 2024, primarily attributable to an increase in current
liabilities, mainly including (i) a RMB799.9 million increase in contract liabilities, and (ii) a
RMB155.7 million increase in trade and bills payables; this increase was partially offset by a
decrease of RMB388.7 million in borrowings, as well as an increase in current assets, mainly
including (i) an increase of RMB538.9 million in inventories, and (ii) an increase of RMB363.1
million in prepayments and other receivables. Our net current assets decreased from
RMB4,203.2 million as of December 31, 2024 to RMB4,100.4 million as of December 31,
2025, primarily attributable to an increase in current liabilities, mainly including (i) an increase
of RMB527.3 million in borrowings, (ii) an increase of RMB219.7 million in contract
liabilities, and (iii) an increase of RMB99.3 million in other payables and accruals; this
decrease was partially offset by an increase in current assets, mainly including an increase of
RMB247.5 million prepayment and other receivables.
Summary of Consolidated Statements of Cash Flow
The following table sets forth a summary of our consolidated cash flow statements for the
years indicated.
SUMMARY
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For the year ended December 31,
2023 2024 2025
RMB’000
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118774,074 1,035,337 1,144,333
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,381,057) 265,984 (2,580,300)
Net cash (used in)/generated from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,010,572) (323,702) 1,401,593
Net (decrease)/increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,617,555) 977,619 (34,374)
Cash and cash equivalents at beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,575,800 1,901,629 2,836,454
Effect of foreign exchange differences
on translation on foreign operations /H1118/H1118 (56,616) (42,794) 53,694
Cash and cash equivalents at the end
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774
KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates or for the years
indicated.
As of/for the year ended December 31,
2023 2024 2025
Gross profit margin (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.1% 29.8% 31.1%
Net profit margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.8% 12.5% 17.9%
Return of equity (ROE) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.3% 6.7% 14.2%
Current ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5 2.2 1.9
Asset-liability ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.4% 37.1% 42.9%
RISK FACTORS
Our operations and the Global Offering involve certain risks and uncertainties, including:
but not limited to: (i) our business is subject to the market changes in the industries where we
operate, (ii) we derived a significant portion of our revenue from a limited number of major
customers during the Track Record Period, (iii) our revenue is derived from project-based,
non-recurring contracts, and there is no assurance that we will secure sufficient new orders to
sustain our revenue levels, (iv) our projects, particularly those delivered under the DAP model,
are subject to extended execution and service cycles, which may result in delayed revenue
recognition, increased working capital requirements and greater exposure to cost fluctuations,
and (v) our success depends to a great extent on our production and delivery capabilities, and
any failure to fulfill customer orders may have a material and adverse effect on our business
prospects, results of operations and financial condition.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
While geopolitical tensions in the Middle East since late February 2026 have heightened
regional uncertainty, our business operations have not been materially affected. As of the Latest
Practicable Date, progress on all of our projects has not been materially affected by the
geopolitical situation, with production and delivery proceeding as originally planned. Our DAP
contracts incorporate fuel price adjustment mechanisms, and we have prepared alternative
shipping routes with comprehensive insurance coverage, including war risk insurance. Key
materials for 2026 projects have been pre-procured or price-locked, and domestic materials are
transported short distances from production bases near ports. For details, see “Business — Our
Products and Solutions — Heavy Marine Transportation.” Our Directors confirm that the above
events are not expected to have a material adverse impact on our intended use of proceeds, as
SUMMARY
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--- page 18 ---
the majority of such proceeds are designated for long-term capital investment not directly
connected to our shipping operations. In view of the foregoing, our Directors are of the view
that the above events have not had, and are not expected to have, a material adverse effect on
our business prospects, results of operations and financial condition.
Business Development
Our first in-house developed, specialized heavy-lift transport ship commenced
commercial operation in February 2026. Leveraging the successful deployment of our
heavy-lift transport ships and the robust market demand for heavy marine transportation ships,
we recently secured additional shipbuilding orders. Specifically, we entered into shipbuilding
contracts with three customers in Norway, Greece and Netherlands, pursuant to which we will
design, construct and deliver a total of ten 211,000 DWT bulk carriers and two 25,000 DWT
heavy lift ships, with an aggregate contract values of approximately RMB6,171 million. The
above-mentioned ships are expected to be delivered during 2028 and 2029.
Unaudited Financial Information for the Three Months Ended March 31, 2026
For a description of our unaudited financial information for the three months ended March
31, 2026, see “Financial Information — Recent Development and No Material Adverse Change
— Unaudited Financial Information for the Three Months Ended March 31, 2026.”
Recent Litigation
In December 2025, a civil claim (the “ Claim ”) was filed by a plaintiff (the “ Plaintiff ”)
against our wholly-owned subsidiary Zhangwu Xiliujiazi, two other subsidiaries of our
Company and our Company. The Claim pertains to an EPC contract entered into between the
Plaintiff and Zhangwu Xiliujiazi in December 2021. Our Directors are of the view that,
although there is uncertainty regarding the timing or ultimate results of the Claim, this Claim
is not likely to have material impact on our business, results of operations and financial
conditions. And nothing has come to the Joint Sponsors’ attention that would cause them to cast
doubt with the aforesaid Directors’ view. For details, see “Business — Legal Proceedings and
Compliance.”
Dividend
On April 3, 2026, our general shareholders meeting passed resolutions for the profit
distribution for the year of 2025, which approved the payment of dividend of RMB55.5
million. As of the Latest Practicable Date, we had paid these dividends in full.
No Material Adverse Change
Our Directors confirm that, up to the date of this prospectus, there has been no material
adverse change in our financial or trading position or prospects since December 31, 2025.
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 86,965,800 H Shares are newly issued in the Global Offering,
(ii) the Offer Size Adjustment Option and the Over-allotment Option for the Global Offering
is not exercised, and (iii) 724,715,149 Shares are issued and outstanding following the
completion of the Global Offering:
Based on the Maximum
Offer Price of HK$66.40
per H Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$64,686.6 million
Unaudited pro forma adjusted consolidated net tangible
assets per Share (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/H1118/H1118HK$20.39
SUMMARY
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--- page 19 ---
Notes:
(1) The calculation of market capitalization of our Shares is based on the 637,749,349 A Shares in issue with
an average closing price of approximately RMB80.66 (equivalent to approximately HK$92.37) per A
share as of five business days immediately preceding the Latest Practicable Date and the 86,965,800 H
shares expected to be in issue immediately following the completion of the Global Offering (assuming
the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
(2) The unaudited pro forma adjusted consolidated net tangible assets per H Share is arrived at after the
adjustments referred to in the section headed “Unaudited Pro Forma Financial Information” in Appendix
II to this prospectus and is calculated based on 724,715,149 Shares in issue immediately following the
completion of the Global Offering without taking into account any Shares which may be issued upon
the exercise of the Offer Size Adjustment Option and the Over-allotment Option.
(3) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
the Group attributable to owners of the Company as of December 31, 2025 to reflect any trading results
or other transactions of the Group entered into subsequent to December 31, 2025. In particular, the
unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company has not taken into account payment of dividend of RMB55.5 million which was approved by
the shareholders in the Company’s annual general meeting on April 3, 2026. The unaudited pro forma
adjusted consolidated net tangible assets of the Group attributable to owners of the Company per share
would have been HK$20.31 per Offer Share if the dividend declaration had been accounted for as of
December 31, 2025.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$5,616.7 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and assuming an Offer Price of
HK$66.40 per Share, assuming that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised. We currently intend to apply these net proceeds for the following
purposes: (i) approximately 55.0% or HK$3,089.2 million for enhancement of our integrated
deep-sea solutions; (ii) approximately 20.0% or HK$1,123.3 million for investment and
construction of our assembly base in Europe; (iii) approximately 10.0% or HK$561.7 million
for our global center for R&D; (iv) approximately 5.0% or HK$280.8 million for expansion
into new overseas markets; and (v) approximately 10.0% or HK$561.7 million for general
working capital and corporate purposes. For details, see “Future Plans and Use of Proceeds”
in this prospectus.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE
LISTING ON THE STOCK EXCHANGE
Since 2010, our Company has been listed on the Shenzhen Stock Exchange. Our Directors
confirmed that, as of the Latest Practicable Date, we had no instances of material
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities
laws and regulations of the PRC in any material respects, and, to the best knowledge of our
Directors having made all reasonable enquiries, there was no material matter that should be
brought to the investors’ attention in relation to our compliance record on the Shenzhen Stock
Exchange. As advised by our PRC Legal Advisors, during the Track Record Period and up to
the Latest Practicable Date, we have not been subject to any material administrative penalties
or regulatory measures imposed by the CSRC, Shenzhen Stock Exchange or other PRC
securities regulatory authorities and we have complied with the relevant laws and regulations
on A-Shares Listing applicable to us in all material respects. Based on the independent due
diligence conducted by the Joint Sponsors, nothing has come to the Joint Sponsors’ attention
that would cause them to cast doubt on the Directors’ confirmation with regard to the
compliance records of the Company on the Shenzhen Stock Exchange in any material respect.
Our Company seeks to list on the Hong Kong Stock Exchange to further consolidate our
global strategic positioning, establish integrated end-to-end solutions spanning “R&D,
manufacturing, shipping and delivery” both domestically and internationally, enhance our
competitiveness in international markets, and thereby meet the ongoing development needs and
quality and efficiency enhancement requirements of our overseas business operations. See
“Business — Our Growth Strategies” and “Future Plans and Use of Proceeds” in this
prospectus for more details.
SUMMARY
–9–


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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Controlling Shareholders, comprising Mr. Jin and
Jinyin Energy, were collectively entitled to exercise the voting rights attached to approximately
40.15% of total issued share capital of our Company. Immediately following completion of the
Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option
are not exercised and (ii) no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing Date), our Controlling Shareholders will
be entitled to exercise the voting rights attached to approximately 35.33% of total issued share
capital of our Company.
DIVIDENDS
During the Track Record Period, we have declared cash dividends. We declared and
approved the final dividends of RMB116.1 million, RMB51.0 million, and RMB55.5 million,
respectively, in 2023, 2024 and 2025. See note 18 in the Accountants’ Report set out in
Appendix I to this prospectus. As of the Latest Practicable Date, we had paid these dividends
in full.
After the completion of the Global Offering, we may distribute dividends in the form of
cash or by other means permitted by our Articles of Association. A decision to declare or to pay
dividends in the future and the amount of dividends will be at the discretion of our
Shareholders’ meeting and will depend on a number of factors, including our results of
operations, cash flows, financial condition, payments by our subsidiaries of cash dividends to
us, business prospects, statutory, regulatory restrictions on our declaration and payment of
dividends and other factors that our Board may consider important. Any declaration and
payment as well as the amount of dividends will be subject to our constitutional documents and
the relevant laws. Our Shareholders may approve any declaration of dividends. According to
applicable laws in Chinese Mainland and our Articles of Association, we may distribute
dividends out of our profit after tax to the extent that we were profitable for the relevant year
and after deducting statutory and surplus reserves. Our cumulative profits distributed in cash
over the past three years shall be no less than 30% of the average annual distributable profits
achieved in the past three years. Apart from above, we currently do not have a formal dividend
policy or set other payout ratio target.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$157.8 million
(equivalent to approximately RMB137.8 million) (assuming an Offer Price of HK$66.40 per
Share), representing approximately 2.8% of the estimated net proceeds from the Global
Offering assuming no Shares are issued pursuant to the Offer Size Adjustment Option and the
Over-allotment Option. The listing expenses consist of (i) underwriting-related expenses,
including underwriting commission, of approximately HK$115.5 million, and (ii) non-
underwriting-related expenses of approximately HK$42.4 million, comprising (a) fees and
expenses of our legal advisors and reporting accountants of approximately HK$24.0 million,
and (b) other fees and expenses of approximately HK$18.3 million. During the Track Record
Period, we incurred listing expenses of HK$1.2 million (equivalent to approximately RMB1.1
million). After the Track Record Period, approximately HK$7.9 million is expected to be
charged to our consolidated statements of profit or loss, and approximately HK$148.7 million
is expected to be accounted for as a deduction from equity upon the Listing. We do not believe
any of the above fees or expenses are material or are unusually high for our Group. The listing
expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
SUMMARY
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In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain technical terms are
explained in “Glossary of Technical Terms.”
“A Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB1.00 each, which are listed on the Shenzhen
Stock Exchange and traded in Renminbi
“Accountants’ Report” the accountants’ report for the years ended December 31,
2023, 2024 and 2025, as set out in Appendix I to this
prospectus
“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
July 11, 2025 which will become effective upon the
Listing Date and as amended from time to time, a
summary of which is set out in Appendix V to this
prospectus
“Audit Committee” the audit committee of our Board
“Beijing Jinyin” Beijing Jinyin Capital Management Co., Ltd. (ߥږ
ʮ̡), a company established in the PRC
on November 19, 2012 with limited liabilities and a
Major Subsidiary which is wholly owned by our
Company
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” or “business
day”
any day (other than a Saturday, Sunday or public holiday
in Hong Kong and any day on which tropical cyclone
warning no. 8 or above or a black rainstorm warning
signal is hoisted in Hong Kong) on which banks in Hong
Kong are generally open for normal banking business
“CAGR” compound annual growth rate
“Capital Market
Intermediary(ies)”
has the meaning ascribed thereto under the Listing Rules,
and unless the context requires otherwise, refers to the
capital market intermediaries named in “Directors and
Parties Involved in the Global Offering”
DEFINITIONS
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“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China” or “PRC” the People’s Republic of China
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company” or “our Company” Dajin Heavy Industry Co., Ltd. (ʮ̡),
a joint stock company established in the PRC on
September 22, 2003 with limited liabilities, the A Shares
of which have been listed on the Main Board of the
Shenzhen Stock Exchange (stock code: 002487)
“Company Law” or “PRC
Company Law”
the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended, supplemented or otherwise modified
from time to time
“Compliance Advisor” Altus Capital Limited
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules; for
the purpose of this prospectus, our Controlling
Shareholders refer to Mr. Jin and Jinyin Energy. For
further details, see section headed “Relationship with Our
Controlling Shareholders” in this prospectus
“CSDC” China Securities Depository and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ), a regulatory body responsible for the
supervision and regulation of the PRC national securities
markets
“Director(s)” or “our Director(s)” the director(s) of our Company
“EIT” enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏
), as amended, supplemented or
otherwise modified from time to time
“EU” European Union
DEFINITIONS
–1 2–


--- page 23 ---
“EUR” Euro
“Extreme Conditions” extreme conditions caused by a super typhoon or other
natural disaster of a substantial scale seriously affects the
working public’s ability to resume work or brings safety
concern as announced by the government of Hong Kong
“FINI” an online platform operated by HKSCC that is mandatory
for admission to trading and, where applicable, the
collection and processing of specified information on
subscription in and settlement for all new listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a
market research and consulting company and
Independent Third Party, which prepared the Frost &
Sullivan Report
“Frost & Sullivan Report” an independent market research report commissioned by
us and prepared by Frost & Sullivan for the purpose of
this prospectus
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,” “our,”
“we” or “us”
our Company and all of our subsidiaries or, where the
context so requires, in respect of the period before our
Company became the holding company of its present
subsidiaries, the businesses operated by such subsidiaries
or their predecessors (as the case may be)
“H Share(s)” overseas listed foreign share(s) in our ordinary share
capital, with nominal value of RMB1.00 each in the share
capital of our Company, which are to be subscribed for
and traded in HK dollars, and for which an application
has been made for listing and permission to trade on the
Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“Hinggan League Dajin” Hinggan League Dajin Heavy Industry Co., Ltd. ( ጳτຑ
ʮ̡), a company established in the PRC
on September 29, 2019 with limited liabilities and a
Major Subsidiary which is wholly owned by our
Company
DEFINITIONS
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“HK eIPO White Form” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website at www.hkeipo.hk
“HK eIPO White Form
Service Provider ”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer
Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong dollars,” “HK
dollars” or “HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the H Shares offered by us for subscription pursuant to
the Hong Kong Public Offering
DEFINITIONS
–1 4–


--- page 25 ---
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%) on the terms and
conditions described in this prospectus as further
described in “Structure of the Global Offering — The
Hong Kong Public Offering”
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed
in “Underwriting — Hong Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated Wednesday, May 27,
2026 relating to the Hong Kong Public Offering entered
into by, among other parties, our Company, the Joint
Sponsors, the Overall Coordinators and the Hong Kong
Underwriters, as further described in “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong
Public Offering — Hong Kong Underwriting Agreement”
“IFRS” the International Financial Reporting Standards as issued
by the IASB, which comprise the IFRS Accounting
Standards, International Accounting Standards,
Interpretations developed by the IFRS Interpretations
Committee or its predecessor body, the Standing
Interpretations Committee
“Independent Third Party(ies)” person(s) or company(ies) who/which, to the best of our
Directors’ knowledge, information and belief, having
made all reasonable enquiries, are not our connected
persons
“International Offer Shares” the H Shares initially offered by our Company for
subscription at the Offer Price pursuant to the
International Offering together with, where relevant, any
additional H Shares which may be issued by our
Company pursuant to the exercise of the Offer Size
Adjustment Option and/or the Over-allotment Option
(subject to adjustment as described in “Structure of the
Global Offering”)
“International Offering” the offer of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States in offshore transactions in accordance with
Regulation S or any other available exemption from
registration under the U.S. Securities Act, as further
described in “Structure of the Global Offering”
“International Underwriters” the underwriters expected to enter into the International
Underwriting Agreement relating to the International
Offering
DEFINITIONS
–1 5–


--- page 26 ---
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into
on or about Wednesday, June 3, 2026 by, among other
parties, our Company, the Joint Sponsors, the Overall
Coordinators, and the International Underwriters, as
further described in “Underwriting — Underwriting
Arrangements and Expenses — International Offering”
“Jinyin Energy” Beijing Jinyin Energy Consulting Co., Ltd. (ঐ
ʮ̡), formerly known as Fuxin Jinyin
Energy Consulting Co., Ltd. (ʮ
̡)), a company established in the PRC on August 11,
2003 with limited liabilities, and one of our Controlling
Shareholders
“Joint Bookrunners,” “Joint
Global Coordinators,” “Joint
Lead Managers”
the joint bookrunners, the joint global coordinators, and
the joint lead managers as named in “Directors and
Parties Involved in the Global Offering
“Joint Sponsors” the joint sponsors as named in “Directors and Parties
Involved in the Global Offering”
“Joint Sponsor-Overall
Coordinators”
the joint sponsor-overall coordinators as named in
“Directors and Parties Involved in the Global Offering”
“Latest Practicable Date” May 19, 2026, being the latest practicable date for the
purpose of ascertaining certain information in this
prospectus prior to its publication
“Listing” the listing of our H Shares on the Stock Exchange
“Listing Date” the date expected to be on or about Friday, June 5, 2026,
on which dealings in our H Shares first commence on the
Stock Exchange
“Listing Guide” the Guide for New Listing Applicants as published by the
Stock Exchange, as amended, supplemented or otherwise
modified from time to time
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange, which is independent
from and operated in parallel with the GEM of the Stock
Exchange
“Major Subsidiaries” the major subsidiaries of our Company listed in “History,
Development and Corporate Structure — Our Major
Subsidiaries”
DEFINITIONS
–1 6–


--- page 27 ---
“Mr. Jin” Mr. JIN Xin (㒥), our founder, chairman of the Board,
executive Director and one of our Controlling
Shareholders
“Nomination Committee” the nomination committee of our Board
“Offer Price” the final price per Offer Share in Hong Kong dollars
(exclusive of brokerage fee of 1.0%, SFC transaction
levy of 0.0027%, Stock Exchange trading fee of
0.00565% and AFRC transaction levy of 0.00015%) at
which Offer Shares are to be subscribed for, to be
determined in the manner further described in “Structure
of the Global Offering — Pricing and Allocation”
“Offer Size Adjustment Option” the option under the International Underwriting
Agreement, exercisable by the Joint Sponsor-Overall
Coordinators (for themselves and on behalf of the
International Underwriters) on or before the second
Business Day prior to the Listing Date, pursuant to which
the Company may issue and allot up to an aggregate of
13,044,800 additional H Shares, representing
approximately 15.0% of the Offer Shares initially being
offered under the Global Offering, at the Offer Price, to
cover additional market demand in the International
Offering, as described in “Structure of the Global
Offering — Offer Size Adjustment Option”
“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer
Share(s)
“Overall Coordinators” the overall coordinators as named in “Directors and
Parties Involved in the Global Offering”
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Joint
Sponsor-Overall Coordinators (for themselves and on
behalf of the International Underwriters) pursuant to the
International Underwriting Agreement, pursuant to which
our Company may be required to allot and issue up to an
aggregate of 13,044,800 additional H Shares,
representing approximately 15.0% 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 15,001,500
additional H Shares, representing approximately 15.0%
of the Offer Shares being offered under the Global
Offering assuming the Offer Size Adjustment Option is
exercised in full, at the Offer Price to, among other
things, cover over-allocations in the International
Offering, if any, further details of which are described in
“Structure of the Global Offering — Stabilization”
DEFINITIONS
–1 7–


--- page 28 ---
“Overseas Listing Trial
Measures”
Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
) released by the
CSRC on February 17, 2023 and took effect on March 31,
2023
“Panjin Dajin” Panjin Dajin Ocean Engineering Co., Ltd. (ݱ
ʮ̡), a company established in the PRC on
December 29, 2022 with limited liabilities and a Major
Subsidiary which is wholly owned by our Company
“Penglai Dajin” Penglai Dajin Offshore Heavy Industry Co., Ltd. ( ᇻഺɽ
ʮ̡), a company established in the PRC
on December 14, 2009 with limited liabilities and a
Major Subsidiary which is wholly owned by our
Company
“PLN” Polish Zloty
“PRC Legal Advisors” Hai Run Law Firm (הthe legal
advisors to our Company as to the laws of the PRC
“Price Determination Agreement” the agreement to be entered into between our Company
and the Joint Sponsor-Overall Coordinators (for
themselves and on behalf of the Underwriters) on or
about the Price Determination Date to record and fix the
Offer Price
“Price Determination Date” the date, expected to be on or before Wednesday, June 3,
2026 and in any event no later than 12:00 noon on
Wednesday, June 3, 2026, on which the Offer Price is to
be fixed for the purposes of the Global Offering
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“R&D” research and development
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of our Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAMR” the State Administration for Market Regulation of the
PRC (̹ఙ္ຖ၍ଣᐼ҅)
DEFINITIONS
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--- page 29 ---
“SAT” the State Taxation Administration of the PRC ( ʕശɛ͏
೼ਕᐼ҅)
“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
“Securities Law” or “PRC
Securities Law”
the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as amended, supplemented or otherwise modified
from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each, comprising A Shares
and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program developed
by the Hong Kong Stock Exchange, Shenzhen Stock
Exchange, HKSCC and China Securities Depository and
Clearing Corporation Limited for mutual market access
between Hong Kong and Shenzhen
“Stabilizing Manager” Huatai Financial Holdings (Hong Kong) Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” or “Hong
Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Strategy and Sustainable
Development Committee”
the strategy and sustainable development committee of
our Board
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“Takeovers Code” the Codes on Takeovers and Mergers and Share
Buy-backs issued by the SFC, as amended, supplemented
or otherwise modified from time to time
“Tangshan Dajin” Tangshan Dajin Ocean Engineering Equipment
Manufacturing Co., Ltd. (ʈ೻ༀ௪ႡிϞ
ʮ̡), a company established in the PRC on April 11,
2023 with limited liabilities and a Major Subsidiary
which is wholly owned by our Company
“Track Record Period” the years ended December 31, 2023, 2024 and 2025
DEFINITIONS
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--- page 30 ---
“U.S. dollars,” “US$” or “USD” United States dollars, 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
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United Kingdom”, “U.K.” or
“UK”
the United Kingdom of Great Britain and Northern
Ireland
“United States,” “USA” or
“U.S.”
the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“V AT” value added tax
“Yangjiang Dajin” Yangjiang Dajin Wind Power Offshore Engineering
Technology Co., Ltd. (ࠢ
ʮ̡), a company established in the PRC on March 7,
2022 with limited liabilities and a Major Subsidiary
which is wholly owned by our Company
“Zhangjiakou Dajin” Zhangjiakou Dajin Wind Power Equipment Co., Ltd. ( ੵ
ʮ̡), a company established in
the PRC on March 18, 2020 with limited liabilities and a
Major Subsidiary which is wholly owned by our
Company
“Zhangwu Jinyin” Zhangwu Jinyin Electric Power New Energy Co., Ltd. ( ࿎
ʮ̡), a company established in
the PRC on March 3, 2020 with limited liabilities and a
Major Subsidiary which is wholly owned by our
Company
“Zhangwu Xiliujiazi” Zhangwu Xiliujiazi Electric Power New Energy Co., Ltd.
(ʮ̡), a company
established in the PRC on March 25, 2020 with limited
liabilities and a Major Subsidiary which is wholly owned
by our Company
“%” per cent
For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level
autonomous regions.
DEFINITIONS
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In this prospectus the terms “associate(s),” “close associate(s),” “connected person(s),”
“core connected person(s),” “connected transaction(s),” and “substantial shareholder(s)” shall
have the meanings given to such terms in the Listing Rules, unless the context otherwise
requires.
For ease of reference, the names of PRC laws and regulations, governmental authorities,
institutions, nature persons, other entities (including certain of our subsidiaries), facilities,
certificates and titles included in this prospectus in both the Chinese and English languages and
in the event of any inconsistency, the Chinese versions shall prevail. English translations of
company names and other terms from the Chinese language are provided for identification
purposes only.
DEFINITIONS
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In this prospectus, unless the context otherwise requires, explanations and
definitions of certain terms used in this prospectus in connection with our Group and
our business shall have the meanings set out below. The terms and their meanings may
not correspond to standard industry meanings or usage of these terms.
“ballast system” a controlled arrangement of tanks, pumps, valves, and
piping designed to manage the distribution and weight of
water within a vessel or floating structure to adjust
stability, trim, draft, and list, ensuring structural integrity,
operational safety, and optimal performance under
varying load and environmental conditions
“CTOD” Crack Tip Opening Displacement, used to determine the
fracture toughness of metals with an artificially created
crack (a notch)
“CDP” Carbon Disclosure Project, a non-profit organization that
evaluates companies’ environmental management and
reporting practices. Its rating scale ranges progressively
from D- to A, wit h a B rating indicating a high level of
environmental transparency and ambition
“CIF” cost, insurance and freight, one of the Incoterms which
means that the seller arranges and pays for limited
insurance to cover the buyer’s risk of loss of or damage
to the goods from the port of shipment to at least as far
as the port of destination
“CNC flame cutting” computer numerical control flame cutting, an industrial
thermal cutting process that uses a computer-controlled
system to direct a high-temperature oxy-fuel flame along
pre-programmed paths to accurately shape and bevel
metal plates by oxidizing and ejecting molten material,
generating components with precise geometries for
applications such as structural fabrication, shipbuilding,
and heavy machinery manufacturing
“DAP” delivered at place, one of the Incoterms which means the
seller delivers goods to a specified destination, bearing
all costs and risks until arrival, but the buyer handles
unloading and import duties
“DNV” Det Norske Veritas, a globally recognized independent
assurance and risk management provider
“DWT” deadweight tonnage, a measure of a ship’s total carrying
capacity
GLOSSARY OF TECHNICAL TERMS
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“EcoVadis” an internationally recognized provider of business
sustainability ratings that evaluates companies’
environmental, social, and ethical performance through a
comprehensive scorecard-based assessment, enabling
organizations to monitor and improve their sustainable
practices across global supply chains
“EPC contractor(s)” engineering, procurement, and construction contractor(s),
a common form used in the wind power plant
construction, covering from the project planning stage
and until the wind power plant is constructed and
operational
“ERP system” enterprise resource planning, an integrated software
platform that centralizes and automates core business
processes
“extra-large offshore wind
monopiles”
fixed foundation structures characterized by steel pipe
piles weighing over 1,500 tons with wall thicknesses
exceeding 100 millimeters. These foundations are
primarily designed for wind turbines with generating
capacities of 15MW or higher
“FAS” free alongside ship, one of the Incoterms which means
that the seller is responsible for placing the goods
alongside the vessel at the named port of delivery and
risk of loss or damage transfers to buyer when goods are
alongside the ship
“FOB” free on board, one of the Incoterms which means that the
seller pays for transportation of the goods to the port of
shipment as well as loading costs; the buyer pays cost of
marine freight transport, insurance, unloading and
transportation from the arrival port to the final
destination; and the passing of risks occurs when the
goods are loaded on board at the port of shipment
“FROSIO” Federation Responsible for Operating a Scheme for
Inspection and Certification of Corrosion Protection of
Steel Structures
“GWEC” Global Wind Energy Council, a member-based
organisation that represents the entire wind energy sector
“GW” Gigawatt, a unit for measuring power, 1 GW=1 billion
watts
“IMO” International Maritime Organization
“ISO” International organization for standardization
GLOSSARY OF TECHNICAL TERMS
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“JIS” Japanese Industrial Standards, the standards used for
industrial activities in Japan
“KPI” key performance indicator
“KR” Korean Register of Shipping, a not-for-profit
classification society founded in South Korea offering
verification and certification services for ships and
marine structures in terms of design, construction and
maintenance
“kWh” kilowatt-hours, a unit of electric energy, 1 kWh=1,000 Wh
“LTI” lost time injuries, representing work-related incidents
that result in an employee being unable to perform their
regular duties for at least one full shift or day after the
injury
“mainstream offshore wind
markets”
the core offshore wind markets that started early and have
established mature and standardized full-chain
development and operation processes through long-term
practice, supported by well-developed subsidy and policy
frameworks, and continuously focus on applying
advanced technologies. These markets have played a
leading and demonstrative role for other global offshore
wind markets in terms of development pathway, technical
standards and industrial ecosystem. They mainly include
certain countries in Europe (such as the United Kingdom,
Germany, the Netherlands, Denmark and France) and
Chinese Mainland. According to the Global Wind Energy
Council (GWEC), as of the end of 2024, the cumulative
installed offshore wind capacities of these two markets
accounted for approximately 44.2% and 50.3% of the
global total, respectively, together representing 94.5%
“mooring system” the integrated arrangement of anchors, chains, wires,
synthetic ropes, and connectors deployed on the seabed to
securely station floating offshore structures, providing
restoring forces against environmental loads and ensuring
stability, safety, and operational integrity within
designated positioning tolerances
“MW” Megawatt, a unit for measuring power, 1 MW=1 million
watts
“nacelle” the enclosed structure mounted atop the wind turbine
tower, which houses the critical components for energy
conversion, including the main shaft, gearbox, generator,
yaw system, brake assembly, and control systems,
designed to withstand harsh marine environments while
efficiently capturing and transmitting wind energy to the
grid
GLOSSARY OF TECHNICAL TERMS
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“NDT” non-destructive testing, a collection of inspection and
analysis techniques used to evaluate the properties,
integrity and quality of materials, components, welded
joints and structural elements without causing damage to
the items being tested or impairing their fitness for
continued use. In the context of wind power equipment
production, NDT is applied throughout the
manufacturing, fabrication and installation stages to
monitor quality and performance in critical components
of wind power equipment
“NORSOK” NORSOK standards, developed by the Norwegian
petroleum industry to ensure adequate safety, value
adding and cost effectiveness for petroleum industry
developments and operations
“NK” Nippon Kaiji Kyokai, a leading international
classification society based in Japan that provides
certification, inspection, and technical services to ensure
the safety, structural integrity, and environmental
compliance of marine ships, offshore structures, and
industrial facilities through adherence to international
regulations and industry standards
“PQR” procedure qualification record, a documented set of
essential parameters and test results that verifies a
specific welding procedure
“PV” photovoltaic, refers to the technology and systems that
convert sunlight directly into electricity using
semiconductor-based solar cells
“QHSE” quality, health, safety and environment management
“SBTi” Science Based Targets initiative, a corporate climate
action organization that enables companies and financial
institutions worldwide to play their part in combating the
climate crisis
“TCFD” Task Force on Climate-related Financial Disclosures, a
framework established by the Financial Stability Board
(FSB) to guide organizations in disclosing clear,
comparable, and consistent information about climate-
related risks and opportunities in their financial reporting
“TP” transition piece
“TP-less monopile” foundations without a transition piece. The wind turbine
tower is mounted directly onto the top flange of the
monopile, which makes the design simpler and smarter
GLOSSARY OF TECHNICAL TERMS
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“truss-type” a structural framework characterized by the assembly of
slender elements, typically arranged in interconnected
triangles, to form a rigid and load-bearing lattice
structure, optimizing strength-to-weight ratio and
material efficiency, commonly used in applications such
as bridges, towers, roofs, and crane booms to support
heavy loads across long spans while minimizing
deflection and material use
“twin-propeller” a marine propulsion configuration wherein two separate
propellers, each driven by its own engine or motor, are
installed symmetrically on either side of a ship’s
centerline
“twin-rudder” a marine steering system configuration featuring two
independently or synchronously controlled rudders
”Wind Europe” Wind Europe, an association promoting the use of wind
power in Europe, which is the founder of the GWEC
“WPS” welding procedure specification, a formal document that
provides detailed instructions for performing a specific
welding operation
GLOSSARY OF TECHNICAL TERMS
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We have included in this prospectus forward-looking statements. Statements that
are not historical facts, including statements about our intentions, beliefs, expectations
or predictions for the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating to
us and our subsidiaries that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this prospectus,
the words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “going forward,”
“intend,” “may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “will,” “would” and the negative of these words and other similar expressions, as
they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management with respect to future events,
operations, liquidity and capital resources, some of which may not materialize or may change.
These statements are subject to certain risks, uncertainties and assumptions, including the
other risk factors as described in this prospectus. You are strongly cautioned that reliance on
any forward-looking statements involves known and unknown risks and uncertainties. The
risks and uncertainties facing our Company which could affect the accuracy of forward-looking
statements include, but are not limited to, the following:
 our mission, goals and strategies;
 our future business development, financial conditions and results of operations;
 future developments, trends and conditions in the industry and markets in which we
operate or into which we intend to expand;
 our expectations regarding demand for and market acceptance of our products and
services;
 our expectations regarding our relationships with customers, business partners,
suppliers and other partners;
 changes in the macro environment, regional and global economy, as well as industry
trends related to our operations;
 our ability to adequately protect our reputation and brand image, as well as our
intellectual property rights;
 our ability to obtain adequate capital resources to fund future development plans;
 our ability to control costs, as well as to achieve and maintain operational efficiency;
 our ability to attract and retain qualified personnel;
 competition in the industries and markets in which we operate or into which we
intend to expand;
 our proposed use of proceeds;
 rapid developments in technology and our ability to successfully keep up with
technological advancement;
FORW ARD-LOOKING STATEMENTS
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 changes in currency exchange rates;
 relevant government policies and regulations relating to industries which we operate
in;
 certain statements in this prospectus with respect to trends in prices, operations,
margins, overall market trends, and risk management;
 change of volatility in interest rates, equity prices, volumes, operations, margins,
risk management and overall market trends;
 various uncertainties described in the “Risk Factors;” and
 other statements in this prospectus that are not historical facts.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this prospectus might not occur in the way we expect or at all.
Accordingly, the forward-looking statements are not a guarantee of future performance and you
should not place undue reliance on any forward-looking information. Moreover, the inclusion
of forward-looking statements should not be regarded as representations by us that our plans
and objectives will be achieved or realized. All forward-looking statements in this prospectus
are qualified by reference to the cautionary statements in this section.
In this prospectus, statements of or references to our intentions or those of the Directors
are made as of the date of this prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
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Y ou should carefully consider all of the information in this prospectus, including
the following risk factors before making any investment decision in relation to the H
Shares. Our business, financial condition or results of operations, and the market price
of the H Shares could be materially and adversely affected by any of these risks. The
information given is subject to the cautionary statements in “Forward-Looking
Statements.”
RISKS RELATING TO OUR INDUSTRY AND BUSINESS
Our business is subject to the market changes in the industries where we operate.
We are, to a certain extent, exposed to the market changes in the global wind power
equipment industries, which are characterized by rapid technological changes and
advancements. Our results are dependent in part on: (i) the demand for wind power equipment
from wind power site developers and wind turbine manufacturers, (ii) the update and upgrade
of technologies and process use in the industries, (iii) the competitive landscape within the
industries where we operate, and (iv) the industries policies and regulatory requirements across
different jurisdictions. For details, see “Industry Overview.” There is no assurance that the
demand for wind power equipment will continue to increase. Any reduction in demand or
activity in such industries could cause our customers to reduce their orders from us, which may
materially impact our business, financial condition and results of operations. For details, see
“— We may be affected if the governments reduce or cease their support and encouragement
of the wind power industry.”
We derived a significant portion of our revenue from a limited number of major
customers during the Track Record Period.
Our major customers primarily include large wind power site developers and wind turbine
manufacturers. Revenue generated from our five largest customers in each year in aggregate
accounted for 52.8%, 55.6% and 79.2% of our total revenue, respectively. For details, see
“Business — Sales and Marketing — Customers.” Such concentration reflected the relatively
large scale of our projects, the project-based nature of our engagements and the concentrated
demand from downstream applications, as well as the high market concentration in the wind
power equipment industry. If our major customers experience a downturn in their business or
reduce their investment in the wind power industry, their demand for our products may be
adversely affected, which may in turn lead to a reduction, delay or cessation of their purchase
orders with us. Any such decrease or disruption in demand from our major customers could
result in fluctuations in our revenue and may adversely affect our business operations. As we
derived a substantial portion of our revenue from such major customers during the Track
Record Period, any adverse developments affecting them may have a more pronounced impact
on us. Accordingly, any reduction or cessation of purchase orders from our major customers
may materially and adversely affect our business, results of operations and financial condition.
Our revenue is derived from project-based, non-recurring contracts, and there is no
assurance that we will secure sufficient new orders to sustain our revenue levels.
Our wind power equipment business is project-based in nature. Each contract with our
customers is entered into on a project-by-project basis and is customized based on individual
customer requirements, project sizes vary across different periods depending on the specific
demands and specifications of each project. There is no assurance that existing customers will
continue to place new orders with us upon completion of their current projects. Our order
backlog for overseas orders of wind power equipment decreased from RMB9,882.0 million as
of December 31, 2025 to RMB8,331.8 million as of March 31, 2026, primarily as a result of
the progressive conversion of existing backlog into recognized revenue. Since each customer
RISK FACTORS
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engagement is tied to a specific wind farm project, the completion of any given project does
not guarantee subsequent orders from the same customer. We generally have to go through
competitive tendering or quotation process to secure new contracts. As a result, our revenue
may be subject to significant fluctuations from period to period depending on the timing, scale
and number of new project orders we are able to secure. Any failure to continuously secure new
contracts or any gap between the completion of existing projects and the commencement of
new ones could result in periods of reduced revenue, underutilization of our production
capacity, and a material adverse effect on our business, financial condition and results of
operations.
Our projects, particularly those delivered under the DAP model, are subject to extended
execution and service cycles, which may result in delayed revenue recognition, increased
working capital requirements and greater exposure to cost fluctuations.
The fulfillment period for our contracts varies based on product complexity and delivery
model. Contracts for tower products typically have a fulfillment period of up to two years. In
contrast, contracts for monopile products have a longer duration, generally are within three
years, particularly for those delivered under the DAP model where we define contract
completion as the delivery of products to the destination port. Since the second half of 2024,
we have strategically expanded our service offerings by adopting the DAP model in addition
to the FOB model for certain overseas project deliveries. Under the DAP model, we take full
responsibility for transportation process from our manufacturing facilities to the customer-
designated destination, bearing all main transportation, loading and international shipping
costs. This extended service scope has the following implications for our business: (i) delayed
revenue recognition, as revenue under the DAP model is recognized at point in time when the
goods are delivered to the contracted destination and receipt for the goods is signed off by the
customer, rather than upon shipment under the FOB model, resulting in a longer period
between incurring costs and recognizing associated revenue; (ii) increased working capital
requirements, as we are generally required to make payment in advance to our transportation
and logistics service providers prior to the delivery of such services; (iii) greater exposure to
cost fluctuations during the extended execution period, including foreign exchange rate
movements, and potential disruptions arising from geopolitical events or extreme weather
conditions; and (iv) higher inventory levels, as the extended delivery cycle under the DAP
model results in products remaining classified as our inventory for a longer period before
revenue recognition. Our inventory turnover days were 180 days, 250 days and 183 days in
2023, 2024 and 2025, respectively. Any significant delays in project execution, unexpected
increases in transportation costs, or disruptions in shipping availability could materially and
adversely affect our revenue timing, profit margins, cash flow, and overall financial
performance.
Our success depends to a great extent on our production and delivery capabilities, and
any failure to fulfill customer orders may have a material and adverse effect on our
business prospects, results of operations and financial condition.
Our success depends fundamentally on our production and delivery capabilities, in
particular the timely execution of complex projects at scale, in accordance with stringent
technical specifications. Our ability to fulfill customer orders may be compromised by multiple
factors, such as the difference in actual production capacity due to product type, inadequate
production capacity, disruptions within our production process, delays in procuring materials,
parts and components, inefficiencies in transporting finished products, machinery breakdowns,
supply chain issues, catastrophic events (such as storms, fires, explosions, earthquakes,
terrorist attacks, or wars), or other force majeure events (such as changes in governmental
land-use planning). In 2023, 2024 and 2025, our capacity utilization rates for foundation
structures were approximately 73.2%, 76.3% and 81.7%, respectively, while those for towers
were approximately 61.5%, 60.5% and 62.6%, respectively. Failure to fulfill orders may not
RISK FACTORS
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only damage our reputation but also expose us to substantial contractual penalties or
obligations under letters of guarantee we provide to customers. Any of the above circumstances
could materially and adversely affect our business, financial condition, and results of
operations.
We rely on shipping services for product delivery, and significant increases in shipping
costs or further scarcity of shipping capacity may adversely affect our business.
We strive to enhance our integrated capabilities through providing transportation services.
Any significant increase in transportation costs could materially and adversely affect our
business operations and financial performance. The global shipping market is subject to
volatility due to factors such as fluctuations in fuel prices, geopolitical conflicts, port
congestion, extreme weather events, and broader supply-demand imbalances in specialized
ship capacity. A sustained rise in shipping costs could erode our profit margins, while a severe
shortage of available ships may lead to delays in product shipments. Such disruptions could
impair our ability to meet contractual delivery deadlines, and we may be forced to consider
alternative transportation methods at higher costs, or even result in lost sales opportunities if
customers turn to competitors. We have limited control over third-party shipping suppliers and
external shipping conditions. Any material deterioration in freight market dynamics could
affect our product delivery, potentially impacting our operational efficiency, customer
relationships, and, ultimately, our financial performance and market position. We have
developed and are enhancing in-house shipbuilding capabilities to reduce our reliance on
third-party shipping services.
Supply of key materials, parts and components is subject to price volatility, shortages and
other risks.
We cannot assure you that the suppliers can meet all of our specified quality standards and
technical specifications for increasing quantities in a timely manner and at acceptable prices.
We are also exposed to price volatility of key materials, parts and components for our products,
especially for our overseas sales with extended execution cycles. For details of key material
price volatility, see “Industry Overview — Overview of Wind Market in the PRC — Raw
Materials Price Trend” and “Financial Information — Key Factors Affecting Our Results of
Operations — Ability to control raw material costs and operating costs.” If our existing
suppliers materially reduce or cease supply of key materials, parts and components to us, and
we fail to source the alternatives from other suppliers, our business, financial condition and
results of operations may be materially and adversely affected.
Maintaining our brand image is critical to our success, and any failure to do so could have
an adverse effect on our business, financial condition and results of operations.
Our success depends on our ability to maintain and enhance our brand image and
reputation, which could be affected by factors such as the quality, design, performance of our
products, product innovation and customer recognition. We have not historically engaged in
significant marketing or advertising activities, and have instead built our brand and market
reputation primarily through the quality, performance and reliable delivery of our products,
supplemented by our participation in industry exhibitions and trade shows through which we
reach new customers and explore new markets. We incurred advertising and promotional
expenses of approximately RMB0.9 million, RMB2.4 million and RMB5.0 million in 2023,
2024 and 2025, respectively, primarily comprising exhibition participation fees. Although
these expenses are relatively modest, our brand maintenance efforts are critical because the
European offshore wind foundation market is highly concentrated, our customers maintain
stringent supplier qualification standards in which brand reputation and delivery track record
are key evaluation factors, and we require continued brand visibility as we expand into
emerging markets such as Japan, South Korea and Australia. As our customers place significant
emphasis on our track record of product quality and delivery, our brand and reputation are
RISK FACTORS
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important factors influencing their purchasing decisions, and maintaining our brand image and
reputation is therefore critical to our continued success. We may from time to time participate
in additional industry events or undertake customer engagement efforts to communicate our
product capabilities to existing and potential customers, particularly in new markets where our
brand awareness is relatively limited. We cannot assure you, however, that our reliance on
product quality, delivery and industry exhibitions to maintain and enhance our brand will
continue to be successful. Our brands, reputation and product sales could be harmed if, among
others, our products fail to meet the expectations of our customers. In addition, negative
publicity concerning our Company, including our Shareholders, affiliates, directors, officers,
employees, business partners and other third parties, as well as the broader industry, regardless
of its accuracy, can have detrimental effects.
We may fail to maintain an effective quality management system.
Our quality management system may not always identify latent product defects, which
could lead to failures during installation or use, resulting in safety hazards or operational issues
for our customers. The effectiveness of our quality management system depends on a number
of factors, including the design of the system, the machineries used, the experience of our staff
and related training programs and our ability to ensure that our employees adhere to our quality
management policies and guidelines. We may be named as a defendant in product liability or
warranty claims, and any insurance that we carry may not be sufficient or it may not apply to
all situations. If our products fail to perform as expected, our reputation may be damaged,
which could materially and adversely affect our business, results of operations and financial
condition.
In addition, our quality management system may fail to be effective and in compliance
with relevant laws, regulations and standards, and we may loss accreditations and requisite
certifications or qualifications. The scale up in our production to meet increasing demand can
put pressure on our quality assurance processes. Scaling up may involve process changes or
new technologies, introducing unforeseen quality issues. These challenges collectively
increase the risk of defects or non-compliance with standards.
Our expansion into international markets may be adversely affected by legal, regulatory,
political and economic risks.
As part of our global expansion strategy, we have expanded our footprint to more than 30
countries and regions. We generated approximately half of our revenue from Europe during the
Track Record Period, and we expect to continue to generate substantial revenue from Europe
in the near term. For details, see “Business — Global Footprint and International Vision” and
“Business — Our Products and Solutions — Wind Power Equipment — Key Metrics.” Our
international operations are subject to various legal, regulatory, political and economic risks
beyond our control. These risks include, among others, changes in local laws and regulations
(including but not limited to investment controls and restrictions, capital regulations, foreign
exchange control policies, economic or trade sanctions, import and export regulations, tariffs
or foreign investment filings and approvals, labor, tax and environmental laws, strikes, and
riots), unexpected changes in trade policies or tariffs, and challenges in protecting intellectual
property rights in foreign jurisdictions. For example, the conflict in the Middle East has
escalated significantly since late February 2026, resulting in heightened military actions and
increased regional tensions and market volatility including volatility in fuel price. For details,
see “Business — Our Products and Solutions — Heavy Marine Transportation.”
Notwithstanding the foregoing, we cannot assure you that our counterparties will strictly
adhere to the relevant contractual provisions to assume risks such as fuel price fluctuations, nor
can we assure you that, even where such measures are enforced, we will be able to fully pass
on such risks to our customers or counterparties.
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Our Directors believe that the risk of trade remedy actions in our key overseas markets
would not have a material imminent direct and indirect impact on our business operations.
Based on the aforesaid reasons and the independent due diligence conducted, nothing has come
to the Joint Sponsors’ attention to cast doubt on the Company’s view above.
Direct impact refers to the tariffs and anti-dumping or countervailing duties that are
directly levied on, or otherwise directly affect, our products when exported to overseas
markets. During the Track Record Period and up to the Latest Practicable Date, our exports of
wind power equipment mainly consisted of monopiles and transition pieces to Europe, as well
as towers to Japan and Europe. Tariffs (if any) are our responsibilities only when we offer DAP
terms. For all other delivery terms, such as FOB or CIF, the customer bears this responsibility,
if any. In contrast, the importer (i.e. our customers) is responsible for reporting and paying the
anti-dumping duties. In general, none of our products sold to the above-mentioned overseas
markets during the Track Record Period were subject to any tariffs or anti-dumping duties
according to applicable laws and regulations, a circumstance we believe reflects significant
market demand for such wind power equipment. In markets where we were contractually
responsible for export customs reporting during the Track Record Period, including Canada,
Dominican Republic, New Zealand, Chile, Argentina, South Korea, Laos, Japan, EU and the
UK, the applicable import tariff rate imposed by these overseas countries was nil, and the
exports from China are not subject to tariffs imposed by China Customs. There is also no
anti-dumping duties levied on our foundation structure products in any of the overseas
jurisdictions to which we exported during the Track Record Period. As of the Latest Practicable
Date, we were actively engaged in bidding processes for multiple overseas projects involving
jackets and floating foundation products, and we are not aware of any tariffs or anti-dumping
duties imposed on our jacket and floating foundation products in the key overseas markets
where we operate. The specific situations in each key market are discussed below.
(i) EU. Since December 2021, the EU has imposed anti-dumping duties at varying rates
on tower products originating from China. The duty rate applicable to our tower
products in the EU is 7.2% (these duties are not applicable in the UK). Pursuant to
applicable laws and regulations, our customers shall be responsible for arranging
and paying such anti-dumping duty. According to our arrangement with these
customers, we were not liable for any such anti-dumping duty during the Track
Record Period and up to the Latest Practicable Date. During the Track Record
Period, only approximately 0.64% of our total revenue was derived from sales of
tower products to the EU that were subject to anti-dumping duties. Accordingly, we
believe the aforementioned anti-dumping duties did not have any material direct
impact on our business or pricing strategy during the Track Record Period.
Notwithstanding the foregoing, our Directors believe that our products and services
remain competitive even taking into account the applicable anti-dumping duties
described above, as compared to local and other international competitors. In
particular, the offshore wind foundation market in Europe is highly concentrated,
with the top five providers accounting for approximately 80% of the market share
in the first half of 2025 in terms of monopile sales value. Given this market
concentration and local capacity constraints, end-customers have a strong reliance
on existing suppliers, particularly leading providers such as our Group. For details,
see “Industry Overview— Overview of Wind Market in Europe.”
(ii) Canada . In April 2023, Canada initiated anti-dumping and countervailing duty
investigations on wind tower products originating from or imported from China. As
a result, in October 2023, Canada imposed trade remedies on tower products
originating from China, subject to a geographical exemption in the west of the
Ontario-Manitoba border. The measures applicable to our tower products in relevant
areas of Canada consist of a 109% anti-dumping duty and a 3% countervailing duty.
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During the Track Record Period, all of our exports and order backlog destined for
Canada were destined for locations within the above-mentioned exemption area, and
accordingly these trade remedies did not have any direct impact on our business
during the Track Record Period. The aforementioned policies in the EU and Canada
remained unchanged throughout the Track Record Period after they were enacted.
(iii) U.S.. During the Track Record Period, we did not have exports to the U.S. and we
have no plans to export to the U.S. Accordingly, the trade policies of the U.S. did
not have any direct impact on our business during the Track Record Period.
(iv) Save for the aforementioned anti-dumping and countervailing duty investigations
initiated by Canada in respect of wind tower products originating from China,
during the Track Record Period and up to the Latest Practicable Date, we were not
aware of any current, pending, or threatened investigations or enforcement actions
related to anti-dumping or other trade remedies directed at our products in these key
markets.
Beyond the direct cost implications described above, tariffs and anti-dumping duties may
also give rise to a range of indirect impacts. Increased duties may be transmitted along the
entire industrial chain, leading to higher input costs for downstream participants, a narrowing
of viable supplier options, and reduced end-consumer demand as elevated prices suppress
purchasing activity. In response, enterprises may reduce research and development spending,
downsize their workforce, shift away from tariff-affected markets toward new geographies and
product lines, or accelerate technological innovation and industrial upgrading to offset cost
pressures. These measures may lead to changes in existing industrial chains, an increase in
overall supply chain costs, a shift of production capacity to lower-tariff jurisdictions, and
adjustments to long-term corporate strategy. If we are unable to adapt in a timely manner, we
may temporarily or permanently lose a portion of our market share or customer base. Our
Directors believe that the risk of such indirect impacts in our key overseas markets would not
have a material imminent effect on our business operations, having regard to the strong market
demand for our products, our competitive positioning, and the concentration of the offshore
wind foundation market as described above.
Rising geopolitical tensions could lead to increased trade barriers, sanctions, or other
restrictions that may adversely impact our ability to operate or expand in certain markets. We
are closely monitoring potential changes in international trade policy and assessing the
potential impact of such trade policy changes on our business operations and financial
performance. For example, in September 2020, the European Union set a target to reduce
greenhouse gas emissions and announced the Carbon Border Adjustment Mechanism (CBAM),
aimed at addressing carbon leakage. CBAM imposes carbon-related fees on certain imported
goods to ensure they bear similar carbon costs as EU-produced products. Currently, CBAM
applies to aluminum, cement, steel, fertilizers, hydrogen, and electricity, with formal charges
set to begin in 2026. Since steel products are included under CBAM, this policy will have a
direct impact on the wind power equipment market. Through the implementation of the Green
Steel strategic partnerships, the robust development of a green supply chain, and the proactive
execution of our emission reduction plans, we are well-positioned to significantly mitigate the
impact of carbon tariffs by maintaining overall costs at a stable and manageable level. For
details, see “Business — Environment, Social and Governance.” Given that the revenue that we
derived from overseas markets continuously increased during the Track Record Period, any
adverse development might lead to the imposition of additional tariffs, export restrictions,
sanctions or regulatory changes that could limit our business growth and disrupt our operation
in overseas markets, undermining our ability to serve our overseas customers effectively. In
such case, our business, financial condition, and results of operations might be materially and
adversely affected. See also “Summary — Recent Development.”
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Furthermore, we may experience difficulties in engaging and retaining a skilled
workforce, managing third-party suppliers, or adapting to different business cultures and
regulatory frameworks in our overseas operations. Any disruption or delay in our international
operations, or any failure to comply with applicable laws and regulations, could result in
penalties, increased compliance costs, reputational harm, or even the suspension of our
business activities in the affected jurisdictions.
The pricing of our products is subject to change.
We price our products based on product categories and specifications, production costs,
market positioning, supply and demand dynamics, industry competition, technological
advancements, and our business relationship with relevant customers. In the event of raw
material price fluctuations or increased pricing pressure from intensified competition or
declining market demand, we may need to reduce the prices and lower the margins of our
products. Moreover, we may not be able to accurately estimate our costs or pass on all or part
of any increase in our costs of production, in particular the costs of materials, parts and
components to our customers. As a result, our results of operations and profitability could be
materially and adversely affected.
We may fail to manage our growth or execute our strategies effectively.
Our business has continued to grow in recent years, and we have expanded into wind and
photovoltaic power generation industry and are building our self-operating shipping team. We
need to continuously enhance and upgrade our infrastructure and technology, improve control
over our operational, financial and management aspects, strengthen our supplier and sales
network management, refine our reporting systems and procedures, and expand, train and
manage our growing employee base. All these efforts will require significant managerial,
financial and human resources. We cannot assure you that we will be able to effectively manage
our growth, or that our strategies and new business initiatives will be executed successfully. In
addition, our failure to innovate and adapt to changes and developments taking place in the
industry that we operate may have a materially adverse effect on our growth. Even if we
innovate and adapt to these changes and developments, we may nevertheless fail to realize the
anticipated benefits of changes adopted to our long-term strategies and business plans or even
harm our profitability as a result.
We may fail to obtain new orders in tendering or quotation process. Failure to
continuously secure new contracts could materially affect our financial condition and
results of operations.
Our customers select and engage us as a supplier mainly on a contract basis through
tender or quotation. Their selection process and procurement decisions are subject to internal
evaluation criteria which are affected by a number of factors such as their own business needs,
technological compliance requirements, financing arrangements, business relationship with
suppliers, many of which are out of our control. There is no guarantee that our existing
customers will continue to engage us for new contracts, and we generally have to go through
competitive tendering or quotation process to secure new contracts. The number and size of
contracts we are able to obtain may fluctuate from year to year and we cannot assure you that
we will be continuing to obtain new contracts on terms commercially acceptable to us or that
the new contracts will be profitable at current levels, or at all.
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We may be affected by government policies of the wind power industry.
The development of the wind power industry in the PRC, Europe and other regions
heavily relies on policies and regulations that are introduced by local governments, which
directly affect the wind power equipment industry and the demand for our products. In recent
years, countries and regions represented by China and Europe have promulgated a series of
laws and regulations to support and encourage the development of wind power. The direct or
indirect reduction or termination of such government support may have a negative impact on
the wind market. In the event of changes in these preferential policies of the markets in which
we currently or intend to operate, wind power may become less attractive, and this could have
a material and adverse effect on our business, results of operations and prospects.
Our margins from the sale of electricity generated from our wind and photovoltaic power
generation facilities could be affected by tariff controls and changes in the PRC
regulatory regime.
The electricity generated from our wind and photovoltaic power generation business is
sold to grid companies at prices determined in accordance with the applicable PRC tariff
policies, including the benchmark on-grid tariff or the bidding tariff established pursuant to the
relevant government regulations. Such tariffs are set, guided or approved by the relevant PRC
government authorities and we have limited flexibility to adjust our selling prices, thus our
profit margins from the sale of electricity may be constrained by the applicable benchmark or
bidding tariffs. In recent years, the PRC government has been promoting electricity market
reforms and the transition towards grid-parity and market-based pricing. Any downward
adjustments to the applicable benchmark or bidding tariffs, reductions or delays in subsidy
payments, or changes in tariff settlement mechanisms could adversely affect our business,
results of operations and prospects.
RISKS RELATING TO FINANCIAL, ACCOUNTING AND TAX MATTERS
Our historical financial and operating results may not be indicative of our future
performance.
During the Track Record Period, we experienced fluctuations in our revenue and profits.
Our past performance is not necessarily indicative of future results. Our financial and results
of operations may not meet the expectations of public market analysts or investors. The effects
of changing regulatory, economic, public health, environmental, competitive conditions and
many other factors cannot be fully predicted and may have a material adverse effect on our
business, financial condition, results of operations and prospects. As we continue our business
expansion, we cannot assure you that we will achieve the expected results or maintain the same
levels of revenue growth and profitability as we have achieved historically.
We may need additional capital, and financing may not be available.
As our business continues to expand, we may need to secure substantial additional
funding in connection with our continuing operations through equity offerings, debt financing,
or other sources. If we are unable to raise capital when needed or on acceptable terms, we could
be forced to delay, limit, or terminate our expansion plan. If we fail to raise additional funds,
we may need to sell additional equity securities, which could result in additional dilution to our
Shareholders.
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We may fail to maintain optimal inventory levels.
Our inventory primarily includes raw materials, work in progress, finished goods and
goods in transits. As of December 31, 2023, 2024 and 2025, our inventories amounted to
RMB1,545.5 million, RMB2,084.5 million and RMB2,174.6 million, respectively, and we
recorded provision for impairment loss on inventories of nil, nil and RMB5.9 million in 2023,
2024 and 2025, respectively. Our inventory turnover days were 180 days, 250 days and 183
days in 2023, 2024 and 2025, respectively. Any increase in inventory may adversely affect our
working capital. If we cannot manage our inventory level efficiently in the future, our liquidity
and cash flow may be adversely affected. Furthermore, any unexpected and adverse changes to
the optimal storage conditions at our warehouse may expedite the deterioration of our
inventories. Any unexpected change in the demand for our products may result in over-stocked
inventories which may lead to decline in inventory values, and significant write-offs.
We are subject to credit risk in collecting trade and bills receivables.
We generally require our customers to pay a portion of the contract payments upfront,
before the delivery of our products. Pursuant to the contract terms, our customers are required
to make subsequent payments in batches, at predefined milestones. We generally granted
different credit periods to our customers depending on the product type during the Track
Record Period. For example, we generally granted a credit period of between 30 to 60 days for
monopiles, between 30 to 180 days for towers. During the Track Record Period, a majority of
our trade and bills receivables were outstanding for less than one year. Our trade and bills
receivables turnover days were 155 days, 161 days and 83 days in 2023, 2024 and 2025,
respectively. As of December 31, 2023, 2024 and 2025, our trade and bills receivables
amounted to RMB1,669.6 million, RMB1,369.2 million and RMB1,101.1 million, respectively.
There is no assurance that all such amounts will be settled on time or at all, and we are subject
to credit risk in collecting the trade and bills receivables due from the customers.
Our level of indebtedness may adversely affect our ability to raise additional capital.
During the Track Record Period, we, to a certain extent, used bank borrowings to finance
our capital expenditures and business operations. We expect that we may continue to do so in
the future, which may increase our liquidity risk. As of December 31, 2023, 2024 and 2025,
our borrowings amounted to RMB472.2 million, RMB348.4 million and RMB1,892.9 million,
respectively. We cannot assure you that we will not maintain a high level of borrowings. Such
indebtedness could divert a substantial portion of our cash flow to debt service, thereby
limiting our financial flexibility and reducing funds available for working capital, capital
expenditures, and strategic initiatives. Moreover, it would increase our vulnerability to adverse
economic conditions and interest rate fluctuations, and could restrict our ability to obtain
further financing. Any failure to service our debt could lead to default, which would have a
material adverse effect on our business, financial condition, and prospects. As a result of the
covenants and restrictions along with our borrowings, we are limited in how we conduct our
business, and we may be unable to raise additional debt or equity financing to compete
effectively or to take advantage of new business opportunities. A breach of any of the
restrictive covenants could result in a default with respect to the related indebtedness, which
could cause cross-default or payment acceleration of our other debts, and thus we may not have
the funds to repay, or the ability to refinance, such debt.
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Fluctuations in exchange rates may result in foreign currency exchange losses.
We are exposed to currency risks primarily through sales and purchases, interest-bearing
borrowings and bank balances that are denominated in a foreign currency. Changes in the value
of foreign currencies could increase our RMB costs for, or reduce our RMB revenues from, our
foreign operations. The fluctuation of foreign exchange rates also affects the value of our
monetary and other assets and liabilities denominated in foreign currencies. In 2023, 2024 and
2025, we recorded net foreign exchange loss of RMB73.7 million, loss of RMB46.8 million
and gain of RMB58.0 million, respectively. During the Track Record Period, we monitored
currency fluctuations and utilized foreign exchange derivative instruments. Our derivative
financial instruments mainly include foreign currency forward contracts. As of December 31,
2023, we entered into several foreign currency forward contracts to sell Euro with an aggregate
notional amount of RMB331.5 million (approximately EUR 48.0 million) and a tenor of less
than three months, which were measured at fair value with a liability position. As of December
31, 2023, 2024 and 2025, our derivative financial liabilities amounted to RMB21.5 million, nil
and nil, respectively. We cannot guarantee that future fluctuations of exchange rates would not
have a material adverse impact on our financial condition and results of operations.
Furthermore, if we decide to convert our RMB into Hong Kong dollars for the purpose
of making payments for dividends on our H Shares or for other business purposes, any
depreciation of RMB against the Hong Kong dollar would have a negative effect on the value
of, and any dividends payable on, our H Shares.
We are exposed to changes in the fair value of our financial assets measured at fair value.
As of December 31, 2023, 2024 and 2025, we recorded financial assets measured at fair
value through profit or loss (“ FVTPL ”) of RMB1,003.7 million, nil and RMB550.3 million,
respectively. As of the same date, we recorded financial assets measured at fair value through
other comprehensive income (“ FVTOCI ”) of RMB289.7 million, RMB254.2 million and
RMB361.9 million, respectively. Fair values of financial assets at FVTPL and financial assets
at FVTOCI are determined based on quoted prices in active markets, other market-observable
inputs, or unobservable inputs using valuation techniques. For details, see note 25 to the
Accountants’ Report as set out in Appendix I to this prospectus. Factors beyond our control
affecting the fair value of our financial assets include, but are not limited to, general economic
condition, changes in market interest rates, stability of the capital markets, shifts in our
creditworthiness and other market-driven variables. Changes in assumptions relating to our
valuation could result in material adjustments to the fair value of such financial assets, which
may have a material adverse effect on our financial position and results of operations.
We may fail to fulfil our obligations in respect of contract liabilities.
Our contract liabilities are recognized when payment from a customer is received or is
due (whichever is earlier) before we transfer the related goods or services. As of December 31,
2023, 2024 and 2025, we had contract liabilities of RMB589.0 million, RMB1,388.9 million
and RMB1,608.6 million, respectively. If we were not able to fulfil our obligations with respect
to our contract liabilities, our results of operations, liquidity and financial position may be
materially and adversely affected.
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We could be subject to changes in our tax rates, the adoption of new tax legislation or
exposure to additional tax liabilities.
The PRC EIT Law imposes a tax rate of 25% on business enterprises. Our Company and
some of our subsidiaries are entitled to preferential tax treatment, such as “High and New
Technology Enterprise” for a preferential corporate income tax rate of 15%, or public
infrastructure project companies entitled for three years full tax exemption followed by three
years half tax reduction. For details, see “Financial Information — Description of Certain
Consolidated Statements of Profit or Loss and Other Comprehensive Income Items — Income
Tax Expenses.” To the extent there are any changes in the laws and regulations governing
preferential tax treatment, or increases in our effective tax rate due to any other reasons, our
tax liability would increase correspondingly. In addition, non-compliance with applicable tax
laws and regulations may result in penalties or fines imposed by relevant tax authorities. Our
effective tax rates could be affected by changes in the mix of earnings in countries with
differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or
changes in tax laws or their interpretation. See “Financial Information — Description of
Certain Consolidated Statements of Profit or Loss and Other Comprehensive Income Items —
Income Tax Expenses.” We also operate in countries and regions overseas and are subject to
various taxes. Due to the fact that the tax environment varies in different jurisdictions and that
the regulations regarding various taxes, including but not limited to corporate income tax, are
complex, our overseas operations may expose us to risks associated with the overseas tax
policy changes.
We are also subject to the examination of our tax returns and other tax matters by local
and overseas tax authorities and governmental bodies. There can be no assurance as to the
outcome of these examinations. If our effective tax rates were to increase, or if the ultimate
determination of our taxes owed is for an amount in excess of amounts previously accrued, our
financial condition, operating results and cash flows could be adversely affected. In addition,
applicable laws and regulations in the jurisdictions in which we operate require intra-group
transactions to be conducted on arm’s length terms. After assessing our transfer pricing
arrangements during the Track Record Period, our Directors, as advised by our independent
transfer pricing consultant, are of the view that our transfer pricing transactions and
arrangements thereunder were generally consistent with the arm’s length principle from
Chinese Mainland and OECD Transfer Pricing perspectives. For details, see “Business —
Global Footprint And International Vision — Transfer Pricing Arrangement.” However, there
can be no assurance that tax authorities in these jurisdictions will not challenge our transfer
pricing arrangements, which could result in additional taxes, interests, or penalties imposed on
us. Such challenges could have a material adverse effect on our financial condition, results of
operations and prospects.
Government grant we have enjoyed may change or discontinue.
In 2023, 2024 and 2025, we recorded government grants of RMB21.8 million, RMB9.6
million and RMB11.9 million, respectively. For details, see “Financial Information —
Description of Certain Consolidated Statements of Profit or Loss and Other Comprehensive
Income Items — Other Income.” There can be no assurance that we will be able to fully satisfy
certain conditions or contractual obligations required for receiving government grants. If
relevant policies change in the future, there is no assurance that we would continue to enjoy
these government grants at the historical levels, or at all. Any change, suspension or
discontinuation of these government grants to us could adversely affect our financial condition,
results of operations and cash flows.
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RISKS RELATING TO OUR OPERATIONS
Any interruption in the operation may adversely impact on our business.
Our operation process covers from R&D through production, storage, logistics, marketing
and sales to after-sales services. Any interruption or failure in the operation process, which
involves use of materials, parts and components supplied by third-party vendors, could result
in product quality or safety problems and other regulatory or environmental risks that may have
an adverse impact on our business. Our operation process may be disrupted by fire, flood,
earthquake, power outage, telecommunications failure, security breach, and other incidents that
are beyond our control. Any interruption in the operation may render us unable to fulfil the
orders placed with us in a timely manner and/or design and manufacture products to the
customer’s satisfaction or at all, which may adversely affect our business, results of operations
and financial condition.
Our success depends largely on our ability to retain senior management and other key
employees while controlling our labor costs.
Our experienced managers are instrumental in implementing our business strategies,
executing our business plans and supporting our business operations and growth. Our success
depends, to a significant extent, on our ability to recruit, train or retain our senior management
and other key employees, particularly technical, marketing and other operational personnel
with experience in the relevant industry. The industry in which we operate is characterized by
high demand and intense competition for talent and labor. We can provide no assurance that we
will be able to attract or retain qualified staff or other highly skilled employees that we will
need to achieve our strategic objectives. In addition, competition for qualified individuals or
workers may require us to pay higher wages, which could result in higher labor costs.
We may not be able to adequately protect our intellectual property rights.
Our success depends on our ability to protect our and our customers’ intellectual property
rights. We cannot assure you that our designs, patents, trademarks, and other intellectual
property rights and our customers’ designs will not be misappropriated, or that we will
effectively prevent leakage of confidential information or infringement of intellectual property
rights, or at all. We rely on a combination of applicable intellectual property laws as well as
confidentiality agreements to protect our patents, trade names, copyrights and other intellectual
property rights. For details of our intellectual property rights, see “Business — Intellectual
Property” and “Appendix VI — Statutory and General Information — Further Information
about Our Business — Intellectual Property Rights” to this prospectus. Our intellectual
property rights may be subject to various forms of infringement. Identifying unauthorized use
of proprietary technology is difficult and costly, and we may need to resort to litigation to
enforce or defend patents issued to us or to determine the enforceability, scope and validity of
our proprietary rights or those of others. Any such litigation may require significant
expenditure of financial and managerial resources and an adverse determination in any such
litigation will impair our intellectual property rights and may harm our business, prospects and
reputation.
Moreover, we may be subject to claims from other parties such as industry participants
and competitors, and other third parties alleging our infringement of their patents, trademarks
and/or other intellectual property rights in the future. Any legal or administrative proceedings
resulting from such allegations is likely subject us to significant liability and even to cause a
declaration of invalidity of our existing intellectual property rights. These lawsuits or
proceedings would be time-consuming and costly to resolve, and would divert much of our
managerial attention and administrative resources. In addition, given that the enforceability
RISK FACTORS
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and scope of protection of proprietary rights both in Chinese Mainland and in other areas are
uncertain and still evolving, we may choose not to litigate or spend significant resources in
litigation to enforce our intellectual property rights or to defend our patents against
unauthorized use by third parties.
Our investments and/or acquisitions may prove to be difficult to integrate and manage or
may not be successful.
We are considering alternative avenues of dynamic growth by exploring attractive joint
venture, investment and acquisition that are compatible with us. As of the Latest Practicable
Date, we had not identified any potential targets or conducted any feasibility studies on any
potential targets. This strategy exposes us to potential risks which could materially and
adversely affect our business and financial results. Such risks include, but are not limited to,
encountering unforeseen liabilities in acquired businesses, failing to successfully integrate
their operations and personnel, failing to achieve the expected synergies or cost savings, losing
key employees and customers, and diverting management resources. Moreover, financing such
investments may require additional debt, which would increase our repayment obligations and
reduce cash available for operations. We may not be able to identify suitable joint venture,
investment and/or acquisition candidates, or make investment and/or acquisition on attractive
terms, or obtain financing necessary to complete and support such initiatives. In addition, the
anticipated future expansion of our operations through joint venture, investment and/or
acquisition may place a significant strain on our management, internal controls and information
technology systems and resources, and could also result in additional expenditure. We cannot
assure you that we will be able to successfully integrate any joint venture, investment and/or
acquisition that we undertake or that such joint venture, investment and/or acquisition will
perform as planned or prove to be beneficial to our operations and cash flow.
Our business may suffer as a result of adverse outcomes of current or future litigation and
regulatory actions, including with respect to anti-competitive practices.
We face the risk of litigation and regulatory proceedings in different countries in the
ordinary course of our business. Legal proceedings, including regulatory actions, may seek to
recover large indeterminate amounts or to limit our operations, and the possibility that they
may arise, and their magnitude may remain unknown for substantial periods of time. For details
of our legal proceedings, see “Business — Legal Proceedings and Compliance.”
In December 2025, a civil claim (the “ Claim ”) was filed by a plaintiff (the “ Plaintiff ”)
against our wholly-owned subsidiary Zhangwu Xiliujiazi, two other subsidiaries of our
Company and our Company (collectively, the “ Defendants ”). The Claim pertains to an EPC
contract (the “ EPC Contract ”) entered into between the Plaintiff and Zhangwu Xiliujiazi in
December 2021. Pursuant to the Claim, the Plaintiff alleges that certain payments under the
EPC Contract and its related arrangements are due and payable by Zhangwu Xiliujiazi. The
Plaintiff primarily seeks to hold the Defendants jointly and severally liable for the payment of
outstanding amounts of approximately RMB572.6 million, together with overdue interest and
related legal costs. In connection with the Claim, the Plaintiff applied for and was granted a
pre-judgment asset preservation order by the court. Pursuant to this order, certain bank deposits
held by the Defendants and the equity interests held by the shareholder of Zhangwu Xiliujiazi
were frozen. As of December 19, 2025, the aggregate value of the bank deposits subject to the
preservation order was approximately RMB12.5 million. We have provided a corresponding
bank guarantee, and accordingly, the court lifted the preservation measures on the above-
mentioned bank deposits and equity interests in late April 2026. We are actively defending the
claim and, in response, filed a lawsuit against the Plaintiff for breach of the EPC Contract in
December 2025. As of the date of this prospectus, both proceedings are at a preliminary stage.
RISK FACTORS
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Having considered the opinions of the Company’s PRC litigation counsel, the evidence
of contract performance, the grounds of defense filed, and the separate litigation initiated by
the Group, our Directors are of the view that: (i) the likelihood that the Plaintiff’s claim of
RMB572.6 million will be upheld in full by the court is considered low; and (ii) as of
December 31, 2025, appropriate trade payables had been recorded in the consolidated
statement of financial position of the Group in respect of this matter, which is broadly
sufficient to cover the financial impact of the litigation on the Group. Our Directors further
confirm that, the Claim in relation to the EPC Contract has no impact on, and is not otherwise
related to, the Group’s other existing contracts or agreements. Therefore, our Directors are of
the view that, although there is uncertainty regarding the timing or ultimate results of the
Claim, this Claim is not likely to have material impact on our business, results of operations
and financial conditions. And nothing has come to the Joint Sponsors’ attention that would
cause them to cast doubt with the aforesaid Directors’ view.
In particular, legal proceedings, including regulatory actions, may result from product
defects, antitrust scrutiny, as well as disputes related to customer payments and product quality,
both in Chinese Mainland and in other jurisdictions. We may be subject to certain antitrust
investigations, lawsuits or regulatory proceedings, and may be subject to fines, civil liability
or criminal liability. Third parties who are subject to injury or damage may bring claims or
legal proceedings against us. Certain product liability claims may be the result of defects from
materials, parts and components purchased from our suppliers. Such claims, including the
damages being sought, whether or not they have any basis, may be substantial and could extend
beyond the direct losses suffered by our counterparties. A substantial legal liability or adverse
regulatory outcome and the substantial cost of defending litigation or regulatory proceedings
may have an adverse effect on our business, results of operations, financial condition, cash
flows and reputation. Further, such lawsuits, regulatory proceedings and investigations could
also divert significant resources from our normal operations.
We may be the subject of unfair competition, harassing, or other detrimental conduct.
We may be the subject of unfair competition, harassing, or other detrimental conduct by
third parties. We may be subject to government or regulatory investigation as a result of such
third-party conduct and may be required to expend significant time and incur substantial costs
to address such third-party conduct. There is no assurance that we will be able to conclusively
refute each of the allegations within a reasonable period of time, or at all. Additionally,
allegations, directly or indirectly against us, may be posted online by anyone, whether or not
related to us, on an anonymous basis. Information posted on social media may be inaccurate
and adverse to us, and it may harm our reputation, business operations and financial
performance. Our reputation may be negatively affected as a result of the public dissemination
of anonymous allegations or malicious statements about our business, which in turn may cause
us to lose market share, customers and revenue.
Our limited insurance coverage may not cover all losses.
We have purchased property insurance covering all risks for manufacturing facility assets
and construction insurance for project-related risks. We have also purchased commercial
liability insurance to cover third-party injuries or property damage during overseas contract
execution, as well as insurance for transportation-related third-party risks. We do not, however,
carry insurance in respect of certain risks that we believe are not insured under customary
industry practice, or that are uninsurable on commercially acceptable terms. Accordingly, there
may be circumstances in which we will not be covered or compensated, in part or at all, for
specific losses, damages and liabilities. We cannot guarantee that our insurance coverage is
sufficient to cover potential losses.
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We may not be able to detect and prevent fraud or other misconduct committed by our
customers, suppliers or other third parties.
We may be exposed to fraud or other misconduct committed by our customers, suppliers
or other third parties that could affect our reputation and subject us to litigation, financial
losses and penalties imposed by governmental authorities. Such misconduct could include:
hiding unauthorized or unlawful activities; intentionally concealing material facts or failing to
perform necessary due diligence procedures; improperly using or disclosing confidential
information; offering bribes to, or receiving bribes from, counterparties; misappropriating
funds; conducting transactions that exceed authorized limits; engaging in misrepresentation or
fraudulent, deceptive or otherwise improper activities; or otherwise failing to comply with
applicable laws or our internal policies and procedures. Our internal control procedures may
not be able to identify all instances of misconducts relating to our operations, non-compliance
or suspicious transactions in a timely manner, if at all, and the precautions we take to prevent
and detect such activities may not be effective.
Our owned and leased properties may be subject to non-compliances or challenges.
We own and lease properties in Chinese Mainland and overseas primarily for production
and operation purposes. For details, see “Business — Properties.” Under PRC laws and
regulations, both lessors and lessees are required to file the lease agreements for registration
and obtain property leasing filing certificates for their leases. As of the Latest Practicable Date,
one of our lease agreements in Chinese Mainland had not been registered. We may be subject
to fines if we fail to rectify such non-compliance within the prescribed time frame after
receiving notice from the relevant PRC government authorities. The penalty ranges from
RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant
authority. As of the Latest Practicable Date, we were not subject to any penalties arising from
the non-registration of lease agreements. In addition, if any of our leases is terminated or
becomes unenforceable as a result of challenges from third parties, we would need to seek
alternative properties and incur relocation costs. Any relocation could lead to disruptions to our
operations and adversely affect our business, financial conditions and results of operations.
Our compliance and risk management systems may not be sufficient.
Our internal controls and compliance systems may not be adequate to address all
applicable risks in every jurisdiction. The policies we have put in place to prevent direct or
indirect acts of corruption, bribery, anti-competitive behavior, money laundering, breaches of
sanctions, fraud, deception, tax evasion and other criminal or otherwise unacceptable conduct
may be insufficient to prevent all non-compliance in these areas. The materialization of any of
these risks may result in reputational loss and materially adverse legal consequences, such as
debarment, the imposition of fines or sanctions and penalties, or assertion of damages claims
by third parties.
Our operations may be impacted by IT system and network failures or cybersecurity
breaches.
We rely extensively on IT systems, some of which are supported by third-party vendors,
to manage and operate our business. If these systems cease to function properly, if these
systems experience security breaches or disruptions or if these systems do not provide the
anticipated benefits, our ability to manage our operations could be impaired. If the software
installed on the computers used by us and our employees is not properly authorized or licensed,
we may be subject to claims or litigations from software vendors. We may be subject to IT
system failures or network disruptions caused by natural disasters, accidents, power
disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical
or electronic break-ins, or other events or disruptions. Our IT systems may also be subject to
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computer viruses or other malicious codes, unauthorized access attempts, phishing and other
cyberattacks. As techniques used in these cyberattacks change frequently and may be difficult
to detect for periods of time, we may face difficulties in anticipating and implementing
adequate preventative measures. As of the Latest Practicable Date, we had not seen any
material impact on our business or operations from these attacks. If the IT systems, networks
or service providers we rely upon fail to function properly or if we or one of our third-party
providers suffer a loss, significant unavailability of or disclosure of our business or stakeholder
information and our business continuity plans do not effectively address these failures on a
timely basis, we may be exposed to reputational, competitive and business harm as well as
litigation and regulatory action, including administrative fines.
We may suffer losses caused by the occurrence of extraordinary events, including natural
disasters or outbreaks of contagious diseases.
Our business may be adversely affected by the occurrence of force majeure events,
including natural disasters, outbreaks of contagious diseases, and other extraordinary events,
such as typhoons, severe storms, earthquakes, floods, fires or other natural disasters or similar
events especially in the areas where we operate. Such events could decrease the demand for our
products, impact the productivity of our workforce, make it difficult or impossible for us to
manufacture and deliver products to our customers in a timely manner, or to receive materials
and equipment from our suppliers. Any of the foregoing could result in significant financial
losses, substantial recovery time and considerable expenditures in order to resume our normal
business operations, which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
RISKS RELATING TO GOVERNMENT REGULATIONS
We could be affected by the development and differences of local economic, social and
legal policies.
We operate in Chinese Mainland and some overseas regions and therefore our business,
financial condition, results of operations and prospects may be affected by local economic,
social and legal policies. We cannot guarantee that our business operations will be able to
benefit from such measures. In addition, laws, rules and regulations may also be amended from
time to time, and the application, interpretation and enforcement of such evolving laws, rules
and regulations may affect our business operations. In addition, there are differences embedded
in the legal systems of certain geographic markets where we operate. Since local administrative
and court authorities are authorized to interpret and implement statutory provisions and
contractual terms, it may be difficult to evaluate the outcome of administrative and court
proceedings and the level of legal protection we have in many of the geographic markets where
we operate. Any of the foregoing may have a material and adverse effect on our business,
financial condition, results of operations and prospects.
We are subject to various laws, regulations and regulatory standards and any inability to
comply with such requirements and standards may subject us to liabilities.
We are required to contribute to social insurance and housing provident fund on behalf of
our employees in Chinese Mainland, according to the Regulation on the Administration of
Housing Provident Funds (၍ଣૢԷ), and the PRC Social Insurance Law ( ʕശɛ
جOn July 31, 2025, the Supreme People’s Court of the PRC has issued the
Interpretation II by the Supreme People’s Court of the PRC on Legal Issues in the Trial of
Labor Dispute Cases (༆ᙑ(ɚ)) (the
“Interpretation II ”), which takes effect from September 1, 2025. Pursuant to the
Interpretation II, it is a statutory obligation on both the employers and employees to participate
in the social insurance. Any arrangement not to participate in social insurance, either by
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unilateral undertaking or mutual agreement, is invalid. As advised by our PRC Legal Advisors,
the Interpretation II does not impose any additional shortfalls related to social insurance or
housing provident fund contributions on our Group.
The total unpaid amount of the social insurance and housing provident funds calculated
based on the minimum contribution base of social insurance and housing provident funds is
RMB0.7 million, RMB0.9 million and RMB0.5 million, respectively, in 2023, 2024 and 2025.
There is no assurance that our historical and current practice with respect to the contribution
of social insurance plans and housing provident fund will at all times be deemed in full
compliance with relevant laws and regulations in Chinese Mainland by government authorities.
As advised by our PRC Legal Advisors, the amount of maximum potential penalty due to our
total unpaid amount of the social insurance and housing provident funds calculated based on
the minimum contribution base of social insurance and housing provident funds during the
Track Record Period and having taken into account all potential penalties that may be imposed
if we fail to rectify as requested, is approximately RMB5.3 million. As advised by our PRC
Legal Advisors, considering that (i) during the Track Record Period and up to the Latest
Practicable Date, we were not aware of any material complaint, litigation or arbitration brought
by any of our employees regarding our social insurance and housing provident fund policy; (ii)
none of the Company nor its PRC subsidiaries had been subject to any material administrative
penalties in relation to social insurance and housing provident fund contributions during the
Track Record Period, and (iii) we have obtained compliance confirmations from the relevant
competent government authorities, confirming that no administrative penalty was imposed on
us in relation to our social insurance and housing provident fund contributions during the Track
Record Period, the risk of us being penalized our historical shortfall of contribution to social
insurance and housing provident funds, or relevant PRC authorities requiring us to fully pay
for our historical shortfall in social insurance and housing provident funds is remote. In
addition to the above, if we fail to comply with any other relevant labor laws and regulations
in Chinese Mainland, we may be exposed to penalties or be required to compensate employees.
If the relevant authorities order us to pay the outstanding social insurance and/or housing
provident funds in accordance with applicable laws and regulations, we will make such
payments promptly within the specified time to avoid administrative penalties for overdue
payment. However, pursuant to the Social Insurance Law and the Regulations on the
Administration of the Housing Provident Fund in the PRC, we may incur administrative
penalties, only if we fail to comply with a prescribed rectification deadline set by the
competent authorities. To ensure our compliance with relevant laws and regulations in respect
of social insurance and housing provident fund contributions, we have taken internal control
measures, and are in the process of communicating with employees with a view to seeking their
understanding and cooperation in complying with the applicable local practices and policies.
For details, see “Business — Employees — Insufficient Social Insurance and Housing
Provident Fund Contribution.”
We are exposed to risks in relation to work safety and occurrence of accidents as well as
other operational, transportation-related, occupational and environment related risks.
We must comply with the extensive environmental, handling of hazardous substances,
health and safety laws and regulations and stringent standards in relation to the manufacturing
and sale of products which are promulgated by the government authorities in Chinese
Mainland. According to these laws and regulations, we are required to maintain safe production
conditions and protect the occupational health of our employees. Accidents, if they occur,
could materially affect our production and may give rise to personal injuries and fatalities,
damages to or destruction of properties or production facilities, and pollution and other
environmental damages. Any of these consequences, if significant, could result in business
interruption, legal liability and damages to our reputation and corporate image.
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Our business is subject to data protection and cybersecurity laws and regulations.
Our business involves the utilization and storage of certain information. We are subject
to laws relating to the collection, use, retention, protection and transfer of personal information
domestically and aboard. We are also subject to various cybersecurity laws and regulations that
govern the protection of digital infrastructure, data integrity, and network security. These laws
often require businesses to implement robust cybersecurity measures, report incidents of data
breaches, and ensure compliance with security frameworks. Complying with emerging and
changing overseas requirements may cause us to incur substantial costs or require us to change
our business practices. Failure to comply with these laws to the extent applicable to us could
result in severe financial penalties, operational disruptions, and reputational damage. As data
protection and cybersecurity laws continue to evolve, we face the challenge of staying
compliant across multiple jurisdictions, which may necessitate significant investments in
technology, personnel, and training.
We may face risks in relation to approvals, licenses or permits.
Our business is subject to supervision and regulation by various competent regulatory
authorities in jurisdictions where we operate, and we are required to obtain the requisite
approvals, licenses, permits, filings and registrations. As the applicable laws and regulations,
including their interpretation and enforcement, may change from time to time, there can be no
assurance that we have obtained, or will be able to obtain, all necessary approvals, licenses,
permits, filings or registrations required for our operations, or that we will be able to maintain
or renew them or complete the requisite annual inspections (as applicable) in a timely manner.
Any failure to do so, or any non-compliance with relevant laws and regulations, could result
in administrative penalties, fines or other regulatory actions, and could disrupt our business
operations. We are also subject to approval/filing requirements in respect of our outbound
investment. If any of our historical or future outbound investment was regarded as failed to
comply with the requisite approval/filing requirements, we may be subject to administrative
penalties and/or any other liabilities, including order us to suspend or terminate such
implementation of our outbound investments.
We are subject to regulatory requirements over foreign currency conversion and
remittance.
We receive part of payments from our operations in RMB and may need to convert certain
Renminbi into other currencies for payment of dividends, if any, to holders of our Shares, and
to fund our business activities outside of Chinese Mainland, among other things. The
convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency
out of Chinese Mainland are subject to related regulatory requirements. Under current foreign
exchange regulations of Chinese Mainland, payment of current account items, including profit
distributions and trade and service-related foreign exchange transactions, can be made in
foreign currencies without prior approval from the SAFE or its local branches, through licensed
banks for foreign exchange business, by complying with certain procedural requirements. If we
cannot fulfill the regulatory requirements over foreign currency conversion to obtain sufficient
foreign currencies to satisfy our foreign currency demands, we may not be able to pay
dividends in foreign currencies to our Shareholders. Any existing and future requirements on
currency exchange may limit our ability to purchase materials, parts and components outside
of Chinese Mainland or otherwise fund any future business activities that are conducted in
foreign currencies.
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Non-Chinese Mainland resident holders of our H Shares may be subject to Chinese
Mainland income tax obligations.
Under the EIT Law and its implementation rules, subject to any applicable tax treaty or
similar arrangement between Chinese Mainland and a non-Chinese Mainland investor’s
jurisdiction of residence that provides for a different income tax arrangement, Chinese
Mainland withholding tax at the rate of 10% is normally applicable to dividends from Chinese
Mainland sources payable to investors that are non-PRC resident enterprises. Under the
Individual Income Tax Law of the PRC (جand its implementation
rules, dividends from sources within Chinese Mainland paid to foreign individual investors
who are not PRC resident individuals are generally subject to a withholding tax at a rate of 20%
and gains from Chinese Mainland sources realized by such investors on the transfer of shares
are generally subject to a 20% income tax rate, in each case, subject to any reduction or
exemption set forth in applicable tax treaties and laws in Chinese Mainland. As of the Latest
Practicable Date, the relevant tax provision had not expressly provided that individual income
tax shall be collected from non-PRC resident individuals on the sale of shares of PRC resident
enterprises listed on overseas stock exchanges. For details, see “Taxation and Foreign
Exchange — Income Tax” in Appendix III to this prospectus. If Chinese Mainland income tax
is imposed on gains realized from the transfer of our H Shares or on dividends paid to our
non-Chinese Mainland resident investors, the value of your investment in our H Shares may be
affected. Furthermore, our Shareholders whose jurisdictions of residence have tax treaties or
arrangements with Chinese Mainland may not qualify for benefits under such tax treaties or
arrangements.
Our offshore subsidiaries may be treated as a resident enterprise for tax purposes in
Chinese Mainland.
Under the EIT Law and the Regulation on the Implementation of the Enterprise Income
Tax Law of the PRC (ૢԷ), enterprises established under
the laws of jurisdictions outside of Chinese Mainland with “de facto management bodies”
located in Chinese Mainland may be considered PRC resident enterprises for tax purposes and
may be subject to the PRC EIT at the rate of 25% on their global income. In addition, the
Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises
as PRC Resident Enterprises on the Basis of De Facto Management Bodies (೼ਕᐼ҅ᗫ
ٝGuo Shui
Fa [2009] No. 82) (the “ Circular 82 ”), specifies that certain Chinese-controlled offshore
incorporated enterprises, defined as enterprises incorporated by enterprises or enterprise
groups within Chinese Mainland as major controlling shareholders under the laws of foreign
countries (regions) will be classified as resident enterprises if all of the required conditions are
met. If our offshore subsidiaries are deemed Chinese Mainland resident enterprises, the
competent regulatory authorities may request EIT at 25% on such our offshore subsidiaries’
global income, except that the dividends they receive from our Chinese Mainland subsidiaries,
if any, may be exempt from the EIT to the extent such dividend income constitutes “dividends
received by a PRC resident enterprise from its directly invested entity that is also a PRC
resident enterprise.” Nonetheless, it remains subject to future interpretation as to what type of
enterprise would be deemed a “PRC resident enterprise” for such purposes. The EIT on our
subsidiaries’ global income could significantly increase our tax burden and affect our cash
flows and profitability.
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Y ou may experience difficulties in effecting service of process upon or enforcing foreign
judgments against us or our Directors or senior management.
Most of our assets are situated in Chinese Mainland. In addition, most of our Directors
and senior management reside in Chinese Mainland, and are citizens of Chinese Mainland. As
cross-border service of process is typically cumbersome and time-consuming, it may be
difficult for investors outside of Chinese Mainland to effect service of process upon us or our
management residing in Chinese Mainland. As Chinese Mainland does not have any treaties or
other forms of written arrangement with the United States that provide for the reciprocal
recognition and enforcement of foreign judgments, you may fail to enforce in courts in Chinese
Mainland the judgments obtained in U.S. courts based on the civil liability provisions of the
U.S. federal securities laws against us or our Directors or senior management. On January 18,
2019, the Supreme People’s Court and the Hong Kong Government signed the Arrangement on
Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the
Courts of the Mainland and of the Hong Kong Special Administrative Region (࠰
τર) (the “ Arrangement ”), which came
into effect on January 29, 2024. According to the Arrangement, a judgment rendered by a Hong
Kong court can generally be recognized and enforced in Chinese Mainland even if the parties
in the dispute do not enter into a choice of court agreement in writing. However, we cannot
guarantee that all judgments made by Hong Kong courts will be recognized and enforced in
Chinese Mainland.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to listing and regulatory requirements of Chinese
Mainland and Hong Kong.
As we are listed on the Shenzhen Stock Exchange and intend to be listed on the Main
Board of the Stock Exchange, we will be required to comply with the listing rules (where
applicable) and other regulatory regimes of both jurisdictions, unless an exemption is available
or a waiver has been obtained. Accordingly, we may incur additional costs and resources in
continuously complying with all sets of listing rules in the two jurisdictions.
Our A Shares are listed on the Shenzhen Stock Exchange and the characteristics of the A
share and H share markets may differ.
Following the Global Offering, our A Shares listed and traded on the Shenzhen Stock
Exchange will continue to be traded on the Shenzhen Stock Exchange and our H Shares will
be traded on the Stock Exchange. Under current laws and regulations of Chinese Mainland,
without the approval from the relevant regulatory authorities, our H Shares and A Shares are
neither interchangeable nor fungible, and there is no direct trading or settlement between the
H Share and A Share markets. With different trading volumes, liquidity and investor bases, as
well as different levels of retail and institutional investor participation, the H Share and A
Share markets have divergent trading characteristics. Nonetheless, fluctuations in the price of
our A Shares may adversely affect the price of our H Shares, and vice versa. Due to the
different characteristics of the H Share and A Share markets, the historical prices of our A
Shares may not be indicative of the performance of our H Shares.
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There has been no prior public market for our H Shares, and an active trading market for
our H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot
assure you that a public market for our H Shares with adequate liquidity and trading volume
will develop and be sustained following the completion of the Global Offering. In addition, the
Offer Price of our H Shares is expected to be fixed by agreement between the Joint
Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and us, and
may not be an indication of the market price of our H Shares following the completion of the
Global Offering. If an active public market for our H Shares does not develop following the
completion of the Global Offering, the market price and liquidity may be materially and
adversely affected.
The price and trading volume of our H Shares may be volatile.
The price and trading volume of our H Shares may be subject to significant price and
trading volume volatility in response to various factors beyond our control, including the
general market conditions of the securities in Hong Kong and elsewhere in the world. The
business and performance and the market price of the shares of other companies engaging in
similar business may also affect the price and trading volume of our H Shares. In addition to
market and industry factors, the price and trading volume of our H Shares may be highly
volatile for specific business reasons, such as fluctuations in our revenue, earnings, cash flows,
investments, expenditures, regulatory developments, relationships with our business partners,
movements or activities of key personnel, or actions taken by competitors.
Future sales or perceived sales of substantial amounts of our H Shares in the public
market could have a material adverse effect on the prevailing market price of our H
Shares and our ability to raise additional capital in the future, or may result in dilution
of your shareholding.
The market price of our H Shares and our ability to raise equity capital in the future at
a time and price that we deem appropriate could be negatively impacted as a result of future
sales of a substantial number of our H Shares or other securities relating to our H Shares in the
public market, especially by our Directors, executive officer, or the issuance of new shares or
other securities, or the perception that such sales or issuances may occur. In addition, our
Shareholders may experience dilution in their holdings if we issue more securities in the future.
Furthermore, we may issue shares pursuant to any existing or future share option incentive
schemes, which would further dilute our Shareholders’ interests in our Company. New shares
or shares-linked securities issued by us may also confer rights and privileges that take priority
over those conferred by the H Shares. Market sale of Shares by such Shareholders and the
availability of these Shares for future sale may have a negative impact on the market price of
our H Shares.
In addition, while investors subscribing shares in the Global Offering are not subject to
any restrictions on the disposal of the H Shares they subscribed, they may have existing
arrangements or agreement to dispose part or all of the H Shares they hold immediately or
within certain period upon completion of the Global Offering for legal and regulatory, business
and market, or other reasons. Such disposal may occur within a short period or any time or
period after the Listing Date. Any sale of the H Shares subscribed by such investors pursuant
to such arrangement or agreement could adversely affect the market price of our H Shares and
any sizeable sale could have a material and adverse effect on the market price of our H Shares
and could cause substantial volatility in the trading volume of our H Shares.
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Our Controlling Shareholders have substantial influence over our Group and their
interests may not be aligned with the interests of our other Shareholders.
Our Controlling Shareholders have significant influence in determining the outcome of
any corporate transaction or other matter submitted to the Shareholders for approval, including
but not limited to mergers, privatizations, consolidations and the sale of all, or substantially all,
of our assets, election of Directors and other significant corporate actions. Immediately
following the completion of the Global Offering (assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised), the Controlling Shareholders will be
together entitled to control the exercise of approximately 35.33% of the voting rights and thus
remain as Controlling Shareholders of our Company. The interests of our Controlling
Shareholders might differ from the interests of our other Shareholders. Any conflict of interest
between our Controlling Shareholders and our other Shareholders may also materially and
adversely affect aspects such as the decision and implementation of our business plans, which
may in turn affect our operations and prospects.
Our historical dividends may not be indicative of our future dividend policy, and there
can be no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. However, there is no assurance that dividends of
any amount will be declared or distributed by us in any year in the future. Under the applicable
laws and regulations of Chinese Mainland, the payment of dividends may be subject to certain
limitations, and the calculation of our profit under the Accounting Standards for Business
Enterprises may differ in certain respects from the calculation under the IFRS Accounting
Standards. Any declaration and payment as well as the amount of dividends will be subject to
our constitutional documents and the applicable laws and regulations of Chinese Mainland. See
“Financial Information — Dividends” for further details of our dividend policy. No dividend
shall be declared or payable except out of our profits and reserves lawfully available for
distribution. Our historical dividends should not be taken as indicative of our dividend policy
in the future.
Y ou should not place any reliance on any information released by us in connection with
the listing of our A Shares on the Shenzhen Stock Exchange.
The information announced by us on the Shenzhen Stock Exchange in connection with
our A Shares listing is based on regulatory requirements of the securities authorities, industry
standards and market practices in Chinese Mainland, which are different from those applicable
to the Global Offering. The presentation of financial and operational information for the Track
Record Period disclosed on the Shenzhen Stock Exchange or other media outlets may not be
directly comparable to the financial and operational information contained in this prospectus.
As a result, prospective investors in our H Shares should be reminded that, in making their
investment decisions as to whether to purchase our H Shares, they should rely only on the
financial, operating and other information included in this prospectus. By applying to purchase
our H Shares in the Global Offering, you will be deemed to have agreed that you will not rely
on any information other than that contained in this prospectus and any formal announcements
made by us in Hong Kong with respect to the Global Offering.
Y ou should read the entire prospectus carefully and only rely on the information included
in this prospectus to make your investment decision.
We strongly caution our investors not to rely on any information contained in press
articles or other media regarding us, our H Shares and the Global Offering. Prior to the
publication of this prospectus, there may be press and media coverage regarding the Global
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Offering and us. Such press and media coverage may include references to certain information
that does not appear in this prospectus, including certain operating and financial information
and projections, valuations and other information. We have not authorized the disclosure of any
such information in the press or media and do not accept any responsibility for any such press
or media coverage or the accuracy or completeness of any such information or publication. We
make no representation as to the appropriateness, accuracy, completeness or reliability of any
such information or publication. To the extent that any such information is inconsistent or
conflicts with the information contained in this prospectus, we disclaim responsibility for it
and our investors should not rely on such information.
Certain facts, forecast and other statistics in this prospectus obtained from official
government sources have not been independently verified and may not be reliable.
Certain facts, forecast and other statistics in this prospectus are derived from various
government resources. However, our Directors cannot guarantee the quality or reliability of
such source materials. We believe that the sources of the said 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.
Nevertheless, information from official government sources has not been independently
verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Underwriters or any of their respective
affiliates or advisers and, therefore, we make no representation as to the accuracy of such facts
and statistics. Further, we cannot assure our investors that they are stated or compiled on the
same basis or with the same degree of accuracy as similar statistics presented elsewhere. In all
cases, our investors should consider carefully how much weight or importance should be
attached to or placed on such facts or statistics.
Forward-looking statements contained in this prospectus are subject to risks and
uncertainties.
This prospectus contains forward-looking statements with respect to our business
strategies, operating efficiencies, competitive positions, growth opportunities for existing
operations, plans and objectives of management, certain pro forma information and other
matters. For details, see “Forward-looking Statements.” These forward-looking statements,
including, amongst 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 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 consequence, these forward-looking statements should be
considered in light of various important factors, including those set out in this section.
Accordingly, such statements are not a guarantee of future performance and investors should
not place undue reliance.
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, an issuer must have sufficient
management presence in Hong Kong. This will normally mean that at least two of its executive
directors must be ordinarily resident in Hong Kong. We do not have sufficient management
presence in Hong Kong for the purposes of Rule 8.12 and Rule 19A.15 of the Listing Rules.
Our Group’s management headquarters, senior management, business operations and
assets are primarily based outside Hong Kong. Our Directors consider that the appointment of
executive directors who will be ordinarily resident in Hong Kong would not be beneficial to,
or appropriate for, our Group and therefore would not be in the best interests of our Company
or the Shareholders as a whole. Therefore, our Company does not, and does not contemplate
in the foreseeable future that we will, have sufficient management presence in Hong Kong for
the purpose of satisfying the requirements under the Listing Rules.
Accordingly, we have applied 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
is an effective channel of communication between the Stock Exchange and us by way of the
following arrangements:
(i) Authorized representatives : both of our Company’s authorized representatives,
Mr. Jin and Mr. LAU Kwok Yin ( ᄎ਷ሬ), will act as our Company’s principal
channels of communication with the Stock Exchange. Accordingly, the authorized
representatives of our Company will be able to meet with the relevant members of
the Stock Exchange on reasonable notice and will be readily contactable by
telephone, facsimile and/or email.
Each of the authorized representatives of our Company has means of contacting all
Directors (including our independent non-executive Directors) promptly at all times
as and when the Stock Exchange proposes to contact a Director with respect to any
matter;
(ii) Directors : each Director has provided their mobile phone number, office phone
number, fax number, if any, and e-mail address to the authorized representatives of
our Company and the Stock Exchange, and in the event that any Director expects to
travel or otherwise be out of the office, they will provide the phone number of the
place of their accommodation to our authorized representatives.
Each of our Directors not ordinarily residing in Hong Kong possesses or can apply
for valid travel documents to visit Hong Kong and will be able to meet with the
relevant members of the Stock Exchange within a reasonable period of time;
(iii) Compliance advisor : we have appointed Altus Capital Limited as our Compliance
Advisor, in compliance with Rule 3A.19 of the Listing Rules, who will, among other
things and in addition to our authorized representatives and our Directors, also act
as an additional channel of communication with the Stock Exchange from the
Listing Date to the date when our Company complies with Rule 13.46 of the Listing
Rules in respect of its financial results for the first full financial year immediately
following the Listing Date. Pursuant to the Note of Rule 3A.23, the Compliance
Advisor will have access at all times to our authorized representatives, our Directors
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and other officers. We shall also ensure that our authorized representatives,
Directors and other officers will promptly provide such information and assistance
as the Compliance Advisor may need or may reasonably require in connection with
the performance of the Compliance Advisor’s duties as set forth in Chapter 3A of the
Listing Rules. We shall ensure that there are adequate and efficient means of
communication among our Company, our authorized representatives, our Directors,
other officers and the Compliance Advisor, and will keep the Compliance Advisor
fully informed of all communications and dealings between the Stock Exchange and
us.
Any meeting between the Stock Exchange and our Directors will be arranged
through our authorized representatives or the Compliance Advisor or directly with
our Directors within a reasonable time frame. We will inform the Stock Exchange
promptly in respect of any changes in our authorized representatives and/or our
Compliance Advisor; and
(iv) Legal advisors : we will also retain Hong Kong legal advisors to advise on on-going
compliance requirements as well as other issues arising under the Listing Rules and
other applicable laws and regulations of Hong Kong after the Listing.
JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an
individual who, by virtue of his or her academic or professional qualifications or relevant
experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of
the company secretary.
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:
(i) a member of The Hong Kong Chartered Governance Institute;
(ii) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(iii) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing the “relevant
experience,” the Stock Exchange will consider the individual’s:
(i) length of employment with the issuer and other issuers and the roles he/she played;
(ii) familiarity with the Listing Rules and other relevant laws and regulations including
the Securities and Futures Ordinance, the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(iii) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(iv) professional qualifications in other jurisdictions.
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We have appointed Ms. GE Xin (ؚ“() Ms. Ge ”), our secretary of the Board and deputy
general manager, as our joint company secretary with effect from the Listing Date. Our Group’s
key operations and principal business activities are conducted outside of Hong Kong. We
believe that the company secretary role requires a person to be deeply familiar with our
operations and the specific industry context, and to be able to cultivate strong relationships
with both the Board and the management. It would be in the best interests of our Company and
our corporate governance to have as its joint company secretary a person such as Ms. Ge. As
the secretary of the Board, Ms. Ge is deeply familiar with our operations and is able to cultivate
strong relationships with both the Board and the management. Our Board believes that Ms.
Ge’s intimate knowledge of our Company and operations is essential for the performance of
company secretary duties in the most effective and efficient manner. For biographical details
of Ms. Ge, see “Directors and Senior Management — Senior Management.”
Since Ms. Ge does not possess the qualifications stipulated in Rule 3.28 of the Listing
Rules, she is not able to solely fulfill the requirements as a company secretary of a listed issuer
stipulated under the Listing Rules. To support Ms. Ge in performing the duties of company
secretary, we have appointed Mr. LAU Kwok Yin ( ᄎ਷ሬ)( “ Mr. Lau ”), who is a member of
the Hong Kong Institute of Certified Public Accountants, a Chartered Financial Analyst Charter
holder, and a fellow of each of The Chartered Governance Institute and the Hong Kong
Chartered Governance Institute (previously known as The Hong Kong Institute of Chartered
Secretaries) and meets the requirements under Rule 3.28 of the Listing Rules, as a joint
company secretary to provide assistance to Ms. Ge for a three-year period from the Listing
Date so as to enable Ms. Ge to acquire the relevant experience as required under Note 2 to Rule
3.28 of the Listing Rules to duly discharge her duties.
Accordingly, our Company has applied for, and the Stock Exchange has granted us, a
waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing
Rules in relation to the appointment of Ms. Ge as our joint company secretary. Pursuant to
Chapter 3.10 of the Listing Guide, such waiver has been granted on the conditions that:
(i) Mr. Lau is appointed as a joint company secretary to assist Ms. Ge in discharging
her functions as a company secretary and gaining the relevant experience under Rule
3.28 of the Listing Rules;
(ii) our Company will further ensure that Ms. Ge has access to the relevant training and
support to enable her to familiarize herself with the Listing Rules and the duties
required of a company secretary of an issuer listed on the Stock Exchange. Our
Hong Kong legal advisors have provided training to Ms. Ge on the principal
requirements of the Listing Rules and the Hong Kong laws and regulations
applicable to our Company after the Listing. In addition, Ms. Ge will endeavor to
familiarize herself with the Listing Rules, including any updates thereto, during the
three-year period from the Listing Date;
(iii) Ms. Ge has confirmed that she will attend no less than 15 hours of training courses
on the Listing Rules, corporate governance, information disclosure, investor
relations as well as the functions and duties of a company secretary of a Hong Kong
listed issuer during each financial year as required under Rule 3.29 of the Listing
Rules;
(iv) prior to the expiration of the initial three-year period, the qualifications and
experience of Ms. Ge will be re-evaluated to determine whether the requirements as
stipulated in Rules 3.28 and 8.17 of the Listing Rules can be satisfied and whether
the need for ongoing assistance will continue. We will liaise with the Stock
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Exchange to enable it to assess whether Ms. Ge, having benefited from the
assistance of Mr. Lau for the preceding three years, will have acquired the skills
necessary to carry out the duties of company secretary and the relevant experience
within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further
waiver will not be necessary; and
(v) this waiver will be revoked immediately if and when Mr. Lau ceases to provide such
assistance during the three-year period, and we undertake to re-apply to the Stock
Exchange for a waiver in the event that Mr. Lau ceases to meet the requirements
under Rule 3.28 of the Listing Rules or otherwise ceases to serve as a joint company
secretary of our Company. In addition, this waiver is subject to revocation in the
event of any material breaches of the Listing Rules by our Company. Before the end
of the three-year period, our Company will demonstrate to the Stock Exchange and
seek the Stock Exchange’s confirmation that Ms. Ge, having had the benefit of Mr.
Lau’s assistance during the initial three-year period, has attained the relevant
experience and is capable of discharging the functions of company secretary under
Rule 3.28 of the Listing Rules so that a further waiver from Rules 3.28 and 8.17 of
the Listing Rules will not be necessary.
In addition, Ms. Ge will comply with the annual professional training requirements under
Rule 3.29 of the Listing Rules and enhance her understanding of the Listing Rules during the
three-year period from the Listing Date. Our Company will further ensure that Ms. Ge has
access to the relevant training and support to familiarize herself with the Listing Rules and the
duties of a company secretary of an issuer listed on the Stock Exchange. Prior to the expiration
of the three-year period, our Company will further evaluate the qualifications and experience
of Ms. Ge to determine whether she has satisfied the requirements as stipulated under the
Listing Rules and whether she needs further assistance. We will liaise with and assist the Stock
Exchange in assessing whether Ms. Ge, having benefited from the assistance of Mr. Lau for
three years, has acquired the skills necessary to carry out the duties of a company secretary and
the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that
a further waiver will not be necessary.
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of
a listing applicant may only subscribe for or purchase any securities for which listing is sought
that are being marketed by or on behalf of a listing applicant either in his/her/its own name or
through nominees if the conditions in Rule 10.03 of the Listing Rules are fulfilled, namely that
(i) no securities are to be 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 states that, without the prior
written consent of the Stock Exchange, no allocations will be permitted to be made to directors
or existing shareholders of a listing applicant or their close associates, unless the conditions set
out in Rules 10.03 and 10.04 are fulfilled. For a PRC issuer, Rule 8.08(1) of the Listing Rules
is amended and replaced by Rule 19A.13A of the Listing Rules.
Chapter 4.15 of the Listing Guide provides that the Stock Exchange will consider granting
a waiver from Rule 10.04 of the Listing Rules and a consent to allow a listing applicant’s
existing shareholders or their close associates to participate in its initial public offering if any
actual or perceived preferential treatment arising from their ability to influence the listing
applicant during the allocation process can be addressed.
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Prior to the Listing, our share capital comprises entirely A Shares listed on the Shenzhen
Stock Exchange. As a company listed on the Shenzhen Stock Exchange with its A Shares
publicly traded thereon and with a large public A Shares shareholder base, it would be unduly
burdensome for us to seek the prior consent of the Stock Exchange for each of our minority
existing Shareholders or their close associates who subscribe for the H Shares in the Global
Offering.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance
with Rule 10.04 of, and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules
to permit H Shares in the International Offering to be placed to certain existing minority
Shareholders (the “ Existing Minority Shareholder ”) on the conditions that:
(a) each Existing Minority Shareholder holds less than 5% of the voting rights in our
Company prior to the completion of the Global Offering;
(b) each Existing Minority Shareholder is not, and will not be, a core connected person
of our Company or any close associate of any such core connected person
immediately prior to or following the Global Offering;
(c) none of the Existing Minority Shareholders has the power to appoint any Directors
nor have any other special rights in our Company;
(d) allocation to the Existing Minority Shareholders and their close associates will not
affect our Company’s ability to satisfy the public float requirement as prescribed by
the Stock Exchange under the waiver in respect of the strict compliance with the
requirements of Rule 19A.13A of the Listing Rules;
(e) no preferential treatment is given to the Existing Minority Shareholders or their
respective close associates (other than the assured entitlement for a cornerstone
investor);
(f) to the best knowledge and belief of our Company, we will confirm to the Stock
Exchange that:
(i) in case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to any of the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company, other than
the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Listing
Guide, nor is the Existing Minority Shareholder in a position to exert influence
on the Company to obtain actual or perceived preferential treatment, and the
Existing Minority Shareholders’ cornerstone investment agreements do not
contain any material terms which are more favorable to the Existing Minority
Shareholders and/or their close associates than those in other cornerstone
investment agreements; or
(ii) in case of participation as placees, no preferential treatment has been, nor will
be given to any of the Existing Minority Shareholders or their close associates
by virtue of their relationship with our Company in the allocation process in
the International Offering;
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(g) in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange that, to the best of their knowledge and belief, no preferential
treatment has been, nor will be, given to any of the Existing Minority Shareholders
or their close associates by virtue of their relationship with our Company in the
allocation process in the International Offering; and
(h) the Joint Sponsors will confirm the matters set out in (a) to (d) above;
(i) the Joint Sponsors will confirm to the Stock Exchange that based on (i) their
discussions with our Company and the Overall Coordinators; and (ii) the
confirmations provided to the Stock Exchange by our Company and the Overall
Coordinators, and to the best of their knowledge and belief, they have no reason to
believe that the Existing Minority Shareholders and/or their close associates
received any preferential treatment in the allocation process either as cornerstone
investors or as placees by virtue of their relationship with our Company, other than,
in the case of participation as cornerstone investors, the preferential treatment of
assured entitlement under a cornerstone investment following the principles set out
in Chapter 4.15 of the Listing Guide, and details of allocation to the Existing
Minority Shareholders holding more than 1% of the total issued share capital of our
Company immediately prior to the completion of the Global Offering and/or their
close associates will be disclosed in this prospectus (for cornerstone investors) and
allotment results announcement (for both cornerstone investors and placees) of our
Company.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or
offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of
Chapter 4.14 of the Listing Guide, the Stock Exchange also allows an indicative offer price
range to be included in the prospectus, as an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the
maximum Offer Price in this prospectus on the below basis:
(a) the Offer Price will be determined with reference to, among other factors, the
closing price of the Company’s A Shares on the Shenzhen Stock Exchange on the
last trading day on or before the Price Determination Date. Our Company is unable
to control the trading price of our A Shares on the Shenzhen Stock Exchange;
(b) setting a fixed offer price or an offer price range with a low-end may adversely
affect (a) the market price of our A Shares, (b) our ability to price the Offer Shares
given potential price fluctuations of our A Shares during the period from the date of
this prospectus until the pricing of the Global Offering; and (c) our ability to price
our H Shares in the best interests of our Shareholders and the market price of the A
Shares and the Hong Kong Offer Shares;
(c) pursuant to paragraphs 9 and 10(b) of Part A under the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the amount
payable on application and allotment on each share, and the price to be paid for
shares subscribed for, shall be specified in the prospectus, respectively. Disclosure
of a maximum offer price complies with the requirements prescribed under
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paragraphs 9 and 10(b) of Part A under the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance by providing a clear
indication of the maximum subscription consideration a potential investor shall pay
for the Offer Shares; and
(d) a maximum Offer Price will be disclosed in this prospectus. This alternative
disclosure approach would not prejudice the interests of the investing public in
Hong Kong.
The Stock Exchange has granted, a waiver from strict compliance with paragraph 15(2)(c)
of Appendix D1A to the Listing Rules on the conditions that this prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of our A Shares and trading volume on the Shenzhen Stock
Exchange during the Track Record Period and up to the Latest Practicable Date;
(d) the determinants of the final Offer Price;
(e) the source for investor to access the latest market price of the Company’s A Shares;
and
(f) in no circumstances will the final Offer Price be greater than the maximum Offer
Price as stated in this prospectus.
See “Structure of the Global Offering — Pricing and Allocation” for the historical prices
of our A Shares and trading volume on the Shenzhen Stock Exchange.
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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 Listing Rules, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock
Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving
information to the public with regard to our Group. Our Directors, having made all reasonable
enquiries, confirm that to the best of their knowledge and belief, the information contained in
this prospectus is accurate and complete in all material respects and not misleading or
deceptive, and there are no other matters the omission of which would make any statement
herein or this prospectus misleading.
RESTRICTIONS ON OFFER AND SALE 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 Hong Kong Offer Shares to, confirm that
he is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described
in this prospectus.
No action has been taken to permit a public offering of the H Shares or the distribution
of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and without
limitation to the following, this prospectus may not be used for the purpose of, and does not
constitute, an offer or invitation in any jurisdiction or in any circumstances 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 for subscription. The distribution of this prospectus and the offering and sale
of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except
as permitted under the applicable securities laws of such jurisdictions pursuant to registration
with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
CSRC FILING
We have obtained a filing notice from the CSRC for the overseas issuance and listing. In
granting such filing notice, the CSRC accepts no responsibility for the financial soundness of
us or for the accuracy of any of the statements made or opinions expressed in this prospectus.
No other approvals under the PRC laws and regulations are required to be obtained for the
Listing.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applications under the Hong Kong Public
Offering, this prospectus contains the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, any of the Underwriters, any of our or their respective affiliates or any of our
or their respective directors, officers, employees, advisors, agents or representatives, or any
other persons or parties involved in the Global Offering.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
conditions of the Hong Kong Underwriting Agreement. The International Offering is expected
to be fully underwritten by the International Underwriters and subject to the terms and
conditions of the International Underwriting Agreement. For further details on the
Underwriters and the underwriting arrangements, please refer to “Underwriting.”
Neither the delivery of this prospectus nor any offering, sale, delivery, subscription or
acquisition made in connection with the Offer Shares shall, under any circumstances, constitute
a representation or create any implication that there has been no change in our affairs since the
date of this prospectus or that the information in this prospectus is correct as of any date
subsequent to the date of this prospectus.
The application procedures for the Hong Kong Offer Shares are set out in “How to Apply
for Hong Kong Offer Shares.”
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Offer Size Adjustment Option, the Over-allotment Option and
stabilization, please refer to “Structure of the Global Offering.”
APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to 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 exercise of the Offer Size Adjustment Option
and the Over-allotment Option). Dealings in the H Shares on the Hong Kong Stock Exchange
are expected to commence on Friday, June 5, 2026. Except for the A Shares that have been
listed on the Shenzhen Stock Exchange and our pending application to the Hong Kong Stock
Exchange for the listing of, and permission to deal in, the H Shares, no part of our share or debt
securities is listed on or dealt in on the Hong Kong Stock Exchange or any other stock
exchange and no such listing or permission to list is being or proposed to be sought in the near
future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before
the expiration of three weeks from the date of the closing of the application lists, or such longer
period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by or on behalf of the Hong Kong Stock Exchange.
The H Shares will be traded in board lot of 100 H Shares. The stock code of the H Shares
is 1081.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC,
the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in CCASS with effect from the date of commencement of dealings in the H Shares
on the Hong Kong Stock Exchange or any other date as determined by HKSCC. Settlement of
transactions between participants of the Hong Kong Stock Exchange is required to take place
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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 the details of the settlement arrangements as such arrangements may affect their
rights and interests. All necessary arrangements have been made for the H Shares to be
admitted into CCASS.
REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global 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 headquarters in Chinese Mainland.
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 determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the shareholders as recorded on the H Share register
of members of our Company in Hong Kong and sent by ordinary post or electronic approaches
allowed under the Listing Rules, at the shareholders’ risk, to the registered address of each
shareholder of our Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of
any rights in relation to our H Shares. None of our Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners,
the Underwriters, the Capital Market Intermediaries, 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 accepts responsibility for any tax effects on,
or liabilities of, any person resulting from the subscription, purchase, holding, disposal of,
dealing in, or the exercise of any rights in relation to, our H Shares.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, the
English version of this prospectus shall prevail. The English names of the Chinese laws and
regulations, government authorities, institutions, natural persons, other entities (including
certain of our subsidiaries), facilities, certificates and titles included in this prospectus are
translations of their Chinese names for identification purposes only. In the event of any
inconsistency, the Chinese version shall prevail.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of
amounts listed therein are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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CURRENCY TRANSLATIONS
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, this prospectus contains certain translations for the
convenience purposes at the following rates: Renminbi into Hong Kong dollars at the rate of
RMB0.8732 to HK$1.00, Renminbi into U.S. dollars at the rate of RMB6.8375 to US$1.00 and
Hong Kong dollars into U.S. dollars at the rate of HK$7.8306 to US$1.00. The RMB to HK$
and RMB to US$ exchange rates are quoted by the SAFE for foreign exchange transactions
prevailing on May 19, 2026.
No representation is made that any amounts in RMB, Hong Kong dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rate or any other rates
or at all.
MARKET SHARE DATA CONVENTION
The statistical and market share information contained in this prospectus has been derived
from official government publications and other sources, including information or data
provided by Frost & Sullivan. Unless otherwise indicated, the information has not been
verified by us independently. This statistical information may not be consistent with other
statistical information from other sources within or outside the PRC. While reasonable caution
has been made in the process of reproducing the data and statistics extracted from such official
government publications or other sources, our Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Underwriters, any of our and their respective directors, officers, employees, advisors,
agents or representatives, or any other persons or parties involved in the Global Offering make
no representation to the appropriateness, accuracy, completeness or reliability of any such
statistical and market share information.
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. JIN Xin (㒥) No. 25, Building 1
Hua’an South Lane
Xishi District
Yingkou City, Liaoning Province
PRC
Chinese
Mr. SUN Xiaole (ወᆀ) No. 2002, Building 2
No. 177, Huanghe Road
Economic and Technological
Development District
Yantai, Shandong Province
PRC
Chinese
Ms. LIU Aihua (ڀNo. 1605, Building 103
No. 6, Beiyuan
Chaoyang District, Beijing
PRC
Chinese
Mr. LI Xin ( ҽอ) No. 12, Door 3, Building 26
Yongle West District
Shijingshan District, Beijing
PRC
Chinese
Mr. JIANG Haitao (ऎᏹ) No. 1-2934
New Generation Building
Nanshan District
Shenzhen, Guangdong Province
PRC
Chinese
Independent Non-executive Directors
Mr. CAI Meng ( ᇹ഼) No. 904, Building 114
No. 37, Xue Yuan Road
Haidian District, Beijing
PRC
Chinese
Mr. QU Guangjie (؏No. 905, Building 5
No. 3 Courtyard, Yangqiao
Jiaomen North Road
Fengtai District, Beijing
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Address Nationality
Ms. ZHANG Wei ( ੵ⒜) Group 24, Committee 13
Xinhua Street
Meihekou, Jilin Province
PRC
Chinese
Ms. LU Qiannan (ی࠺Unit D, 65/F
Tower 2, SORRENTO
1 Austin Rd W, Tsim Sha Tsui
Kowloon
Hong Kong
Chinese
For further details regarding our Directors, please see “Directors and Senior
Management.”
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
China Merchants Securities (HK)
Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Joint Sponsor-Overall Coordinators Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
China Merchants Securities (HK)
Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Overall Coordinators Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
China Merchants Securities (HK)
Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong) Company
Limited
Units 3601, 07 & 11–13
36/F, The Center
99 Queen’s Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
China Merchants Securities (HK)
Co., Limited
32/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong) Company
Limited
Units 3601, 07 & 11–13
36/F, The Center
99 Queen’s Road Central
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central
Central
Hong Kong
Legal Advisors to our Company as to Hong Kong and U.S. laws:
Kirkland & Ellis
26/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
as to PRC law:
Hai Run Law Firm
17/F, Broadcasting Tower
No. 14A, Jianwai Avenue
Chaoyang District
Beijing
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to the Joint Sponsors and
Underwriters
as to Hong Kong law:
King & Wood
13/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
as to PRC law:
King & Wood
18/F, East Tower
World Finance Center
No. 1, Dongsanhuan Zhonglu
Chaoyang District, Beijing
PRC
Reporting Accountant and Independent
Auditor
BDO Limited
Certified Public Accountants and Registered
Public Interest Entity Auditor
25/F, Wing On Centre
111 Connaught Road Central
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Suite 2504, Wheelock Square
1717 Nanjing West Road
Jing’an District, Shanghai
PRC
Transfer Pricing Consultant BDO Tax Limited
25th Floor, Wing On Centre
111 Connaught Road Central
Hong Kong
Compliance Advisor Altus Capital Limited
21 Wing Wo Street
Central
Hong Kong
Receiving Bank(s) Industrial and Commercial Bank of China
(Asia) Limited
33/F., ICBC Tower
3 Garden Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office in the PRC No. 155, Xinqiu Street
Xinqiu District
Fuxin, Liaoning Province
PRC
Head Office and Principal Place of
Business in the PRC
No. 1102, East Tower
China Overseas Plaza
Building 7, Yard 8
Yongdingmen Outer Street
West Riverside Road
Dongcheng District, Beijing
PRC
Principal Place of Business in Hong Kong 40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Company’s Website www.dajin.cn
(Information contained in this website does
not form part of this prospectus)
Joint Company Secretaries Ms. GE Xin (ؚ)
No. 1102, East Tower
China Overseas Plaza
Building 7, Yard 8
Yongdingmen Outer Street
West Riverside Road
Dongcheng District, Beijing
PRC
Mr. LAU Kwok Yin ( ᄎ਷ሬ)
(member of the Hong Kong Institute of
Certified Public Accountants, and fellow of
each of The Chartered Governance Institute
and the Hong Kong Chartered Governance
Institute)
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Authorized Representatives Mr. JIN Xin (㒥)
No. 25, Building 1, Hua’an South Lane
Xishi District
Yingkou City, Liaoning Province
PRC
Mr. LAU Kwok Yin ( ᄎ਷ሬ)
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
CORPORATE INFORMATION
–6 8–


--- page 79 ---
Audit Committee Ms. ZHANG Wei (Chairwoman)
Mr. QU Guangjie
Mr. CAI Meng
Nomination Committee Mr. QU Guangjie (Chairman)
Mr. SUN Xiaole
Ms. ZHANG Wei
Remuneration and Appraisal Committee Mr. CAI Meng (Chairman)
Ms. LIU Aihua
Ms. LU Qiannan
Strategy and Sustainable Development
Committee
Mr. JIN Xin (Chairman)
Mr. SUN Xiaole
Mr. QU Guangjie
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banks China Construction Bank Corporation
(Fuxin Chengjian Sub-branch)
No. 142-1, Xinqiu Avenue
Xinqiu District
Fuxin City, Liaoning Province
PRC
China Minsheng Banking Corp., Ltd
(Shenyang Union Road Branch)
No. 39-6, Bawangsi Street
Dadong District
Shenyang City, Liaoning Province
PRC
CORPORATE INFORMATION
–6 9–


--- page 80 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from different official government publications, available
sources from public market research and other sources from independent suppliers, and
from the independent industry report prepared by Frost & Sullivan. We engaged Frost &
Sullivan to prepare the Frost & Sullivan Report, an independent industry report, in
connection with the Global Offering. The information from official government sources
has not been independently verified by us, the Joint Sponsors, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of
the Underwriters, any of their respective directors and advisers, or any other persons or
parties involved in the Global Offering, and no representation is given as to its accuracy.
OVERVIEW OF GLOBAL WIND MARKET
Overview of Global Wind Market
Driven by the global energy transition and carbon neutrality targets, wind power has
become one of the most strategically significant segments of renewable energy. With continued
policy support, declining technology costs, and expanding green investment, the global wind
market has entered a new phase of accelerated growth.
In terms of new installations, the global wind market has maintained steady growth over
the past few years. New installations increased from 95.3 GW in 2020 to 117.0 GW in 2024,
representing a CAGR of 5.3%. Supported by structural changes in power demand and the
commissioning of large-scale projects, new installations are projected to reach 196.7 GW by
2030, with a CAGR of 9.0% from 2024 to 2030.
Global New Installations of Wind Power, 2020-2030E
Global New Installations of
Wind Power (GW)
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
CAGR 20-24 CAGR 24-30E
5.3% 9.0%
3.8% 28.9%
5.4% 6.6%
Total
Offshore
88.4 72.5 68.8
105.8 109.0 122.0 116.0
135.0 141.0 152.0 160.0
95.3 93.6
77.6
116.7 117.0
138.3 139.4
160.0 166.8
180.0
196.7
6.9 21.1
8.8
10.9 8.0
16.3 23.4
25.0 25.8
28.0
36.7
Onshore
0
20
40
60
80
100
120
140
160
180
200
Source: GWEC, Frost & Sullivan
New installations of onshore wind increased from 88.4 GW in 2020 to 109.0 GW in 2024,
representing a CAGR of 5.4%. It is projected to reach 160.0 GW by 2030, with a CAGR of
6.6% from 2024 to 2030. China and Europe remain the core markets, together accounting for
73.0% of the new installations of onshore from 2025 to 2030. Global onshore wind market
faces limited development potential, as land availability and natural conditions constrain
further expansion.
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Offshore wind has become the key growth driver of global wind: Offshore wind,
driven by technological breakthroughs and strong policy support, is entering a phase of rapid
expansion and has emerged as the major growth engine of the global wind market. Although
offshore wind still accounts for a relatively small share of global new installations, its growth
potential is significant. By 2030, offshore wind is expected to account for 18.6% of new
installations, with new installations increasing significantly from 8.0 GW in 2024 to 36.7 GW
in 2030, representing a CAGR of 28.9%.
Offshore wind is also central to Europe’s energy independence and industrial
autonomy: In advancing renewable energy, countries must balance efficiency, cost, supply
chain stability and grid capacity. Compared with other traditional energy sources such as oil
and natural gas, offshore wind offers high efficiency and low emissions while leveraging
relatively mature domestic technology and manufacturing systems in Europe, which enables
Europe to pursue energy transition goals while safeguarding industrial security and
employment, and therefore making offshore wind as the cornerstone of Europe’s clean energy
development.
Overview of Global Offshore Wind Market
China and Europe now dominate global offshore wind development. By the end of 2024,
China accounted for around half of cumulative offshore wind capacity. Europe, led by the UK,
Germany, the Netherlands, and Denmark, together with China represented roughly 94.5% of
global cumulative capacity.
Cumulative Installed Capacity of Offshore Wind (By Region), 2024
50.3%
44.2%
5.5%
China
Europe
Rest of World
Source: GWEC, Frost & Sullivan
Market Size and Growth of Global Offshore Wind Market
Global new installations of offshore wind grew steadily in recent years, from 6.9 GW in
2020 to 8.0 GW in 2024, representing a CAGR of 3.8%. Backed by policy support and
technology progress in Europe and APAC region, new installations of offshore wind are projected
to reach 36.7 GW by 2030, with a CAGR of 28.9% from 2024 to 2030. The expected growth rate
of global new installations of offshore wind is projected to substantially exceed historical levels.
This acceleration is underpinned by strengthened global climate commitments and government
targets, the sizeable volume of recently awarded offshore wind capacity and announced auction
schedules, as well as the continued expansion of global offshore wind manufacturing capacity:
(i) strengthening global climate ambitions have provided a clear policy foundation for faster
offshore wind deployment. At COP28, more than 130 countries committed to tripling global
renewable energy capacity by 2030, identifying offshore wind as a critical technology for
achieving the 1.5°C target and offering strong long-term visibility for industry growth; (ii) recent
global auction and tender outcomes have created a substantial and highly certain project pipeline
that will materialise into installations over the forecast period. According to GWEC, 2024 was
a key year for offshore wind auctions with a total of 56.3 GW of offshore wind capacity awarded
worldwide that year. A further 100 GW of auctions is expected to take place over the next two
INDUSTRY OVERVIEW
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--- page 82 ---
years, reinforcing the momentum of new installations; and (iii) the imperative to align with
global net-zero pathways requires a sharp increase in annual offshore wind installations. GWEC’s
projections under current policy scenarios indicate that wind energy will only reach about 77%
of the capacity needed by 2030 to remain on a net zero pathway. To close this gap, annual
installations must grow nearly threefold. This acceleration is increasingly supported by
expanding global manufacturing capacity, with China playing a central role through several
coastal cities have emerged as manufacturing and logistics hubs for offshore wind.
Global New Installations of Offshore Wind (By Region), 2020-2030E
0
10
20
30
40
2.2
2.5 4.0 4.0 4.93.8
16.9
5.1 6.3 4.0
10.0
10.0 15.0
15.0 15.0
20.0
2.9
3.3
2.5 3.8
2.7
4.2
8.7
7.6 6.0 9.0
11.8
6.9
21.1
8.8
10.9
8.0
16.3
23.4 25.0 25.8
28.0
36.7
Global New Installations of
Offshore Wind (GW)
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
0.1 0.9 1.2 0.8 1.1 1.3 1.5
0.1 0.2 0.8 0.9 0.8
CAGR 20-24 CAGR 24-30E
3.8% 28.9%
-1.8% 27.9%
1.3% 30.8%
82.1% 28.3%
18.9% /
Europe
Total
China
APAC (exclude China)
Rest of World
Source: GWEC, Frost & Sullivan
Value Chain of Offshore Wind Market
The offshore wind value chain is broadly divided into three segments. Upstream consists
of suppliers of raw materials and parts. Midstream includes providers of offshore wind
foundation, submarine cable, offshore wind turbine, and offshore wind power transportation
and installation. Downstream comprises offshore wind power operators and electricity users.
Downstream
Midstream
Upstream
Raw Material Suppliers
Glass
Fiber/Carbon Fiber Steel
Copper
Offshore Wind
Foundation
Providers
Turbine
…
Parts Supplier
Tower
Main Shaft Control
System
Offshore Wind
Power
Transportation and
Installation
Providers
Submarine Cable
Providers
Offshore Wind
Turbine
Manufacturer
Offshore
Wind Power
Operators
Electricity
Users
Generator …
Source: Frost & Sullivan
INDUSTRY OVERVIEW
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Overview of Global Offshore Wind Foundation Market
Offshore wind foundations represent a core segment of the industry value chain. Among
them, monopile foundations, currently the most widely used with largest market share globally,
hold a key position in market development and are the core equipment within this sector. In
addition to monopiles, jacket foundations, floating foundations, and other structural types
collectively form the offshore wind foundation market.
In recent years, alongside the accelerated global energy transition and rapid
commissioning of offshore wind projects, the offshore wind foundation market has maintained
steady growth. The global market size in terms of sales value increased from RMB13.7 billion
in 2020 to RMB21.9 billion in 2024, representing a CAGR of 12.4%. As countries worldwide
accelerate the energy transition and deploy offshore wind projects, the market is expected to
enter a phase of rapid expansion from 2024 to 2030. The global offshore wind foundation
market is expected to reach RMB93.8 billion by 2030, with a CAGR of 27.4%, approximately
four times the size of 2024. This rapid growth is primarily supported by favourable policies in
key markets such as Europe and China, along with increased government backing for
nearshore, deep-sea, and ultra-deepsea offshore wind technologies in response to 2030 carbon
reduction targets, which accelerates project development. It is further underpinned by the
robust expansion of global new installations of offshore wind, which are projected to increase
at a CAGR of 28.9% from 2024 to 2030. Looking ahead, ongoing technological advancements
and scale efficiencies are expected to further expand the offshore wind foundation market,
providing essential support for the global energy transition.
In terms of project location and foundation type, the global offshore wind market is
currently concentrated in near-shore areas. Throughout the forecast period from 2025 to 2030,
the majority of new offshore wind installations are anticipated to remain in near-shore waters,
where fixed-bottom monopile foundations continue to be the predominant solution owing to
their proven track record, cost competitiveness, and suitability for moderate water depths.
Although deep-sea projects represent a key strategic direction for the future of offshore wind
development, large-scale deployment is not expected to commence until the 2030s. Floating
foundations, which serve as the primary structural solution for deep-sea wind projects,
currently account for a limited share of global new offshore wind installations. According to
GWEC, floating offshore wind is expected to achieve commercial-scale deployment by 2029,
with its share in total new offshore wind installations projected to reach approximately 4.7%
by 2030. In the medium to long term, close to 80% of the world’s offshore wind resource
potential is estimated to be located in deep-sea areas, whereas near-shore resources are
comparatively limited in scale. As accessible near-shore sites are progressively developed and
utilised, the industry is expected to shift increasingly towards deep-sea deployment, which will
in turn drive growing demand for floating foundation solutions. For details, see “— Overview
of Wind Market in Europe — Overview of Floating Offshore Wind Market in Europe” below.
Notwithstanding this long-term trend, the near-shore segment is expected to remain the
dominant market throughout the forecast period from 2025 to 2030, underpinning sustained
demand for monopile foundations.
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Market Size of Global Offshore Wind Foundation Market in terms of Sales Value,
2020-2030E
Market Size of Global Offshore Wind
Foundation Market (RMB Billion)9.4 5.6 6.7 6.0 12.0 19.7 20.4 21.5 26.3 37.428.8
14.0 18.5 15.9
30.4
43.9 43.1 41.9
45.2
56.4
0
10
20
30
40
50
60
70
80
90
100
3.2
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
13.7
10.5
38.2
19.6 25.2 21.9
42.4
63.6 63.5 63.4
71.5
93.8
Monopile
Others
CAGR 20-24 CAGR 24-30E
12.4% 27.4%
10.9% 23.5%
17.0% 35.7%
Total
Source: GWEC, Frost & Sullivan
OVERVIEW OF WIND MARKET IN EUROPE
Overview of Wind Market in Europe
Europe, as the birthplace of offshore wind market, benefits from significant natural
advantages. Supported by a mature supply chain, extensive engineering experience, and
established policy frameworks, Europe has long maintained its global leadership in offshore
wind while driving industrial upgrading and large-scale expansion.
In October 2023, the European Union (“ EU”) published the European Wind Power
Action , designed to promote the widespread adoption of wind energy and support the growth
of the wind industry. The plan highlights Europe’s abundant wind resources and underscores
that developing wind power is essential for achieving decarbonization targets and ensuring
energy security. The share of wind power in Europe’s total electricity consumption increased
from 17.3% in 2022 to 19.1% in 2024. The EU has set a target of raising wind power’s share
to 35% of electricity consumption by 2030 and to over 50% by 2050. The initiative aims to
accelerate decarbonization through the deployment of wind technologies while maintaining a
secure and reliable energy supply. New installations of wind power in Europe grew from 14.7
GW in 2020 to 16.5 GW in 2024, representing a CAGR of 2.9%. New installations are expected
to reach 38.4 GW by 2030, with a CAGR of 15.1% from 2024 to 2030.
Offshore wind is identified as a strategic focus for Europe’s wind energy development and
has become an increasingly important driver of this sector. According to Wind Europe, by the
end of 2024, Europe’s cumulative installed capacity of wind power reached 285 GW,
comprising 248 GW of onshore wind and 37 GW of offshore wind. In 2024, offshore wind
accounted for approximately 16.4% of new installations of wind power. By 2030, its share is
expected to reach 30.7% of new installations of wind power in Europe.
INDUSTRY OVERVIEW
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New Installations of Wind Power in Europe, 2020-2030E
New Installations of Wind Power
in Europe (GW)
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
CAGR 20-24 CAGR 24-30E
2.9% 15.1%
-1.8% 27.9%
4.0% 11.6%
Total
Offshore
11.8 14.1 16.7 14.5 13.8
18.0 20.2
24.0 25.1 25.8 26.6
14.7
17.4
19.2 18.3
16.5
22.2
28.9
31.6 31.1
34.8
38.4
2.9
3.3
2.5 3.8 2.7
4.2
8.7
7.6 6.0
9.0
11.8
Onshore
0
10
20
30
40
Source: GWEC, Frost & Sullivan
Market Size and Growth of Offshore Wind Market in Europe
New installations of offshore wind in Europe declined slightly from 2.9 GW in 2020 to
2.7 GW in 2024, reflecting a CAGR of -1.8%, primarily due to a combination of
project-specific and market-wide factors. Lengthy approval processes delayed the
commencement of some projects, while capacity constraints in critical equipment, including
foundations, subsea cables, vessels, and port infrastructure, further limited timely delivery. In
addition, persistently high interest rates increased financing costs, prompting certain
developers to postpone or revise their investment plans. Despite these short-term challenges,
the long-term outlook for Europe’s offshore wind market remains robust. Since the launch of
the European Green Deal, which sets targets of a 55% reduction in emissions by 2030 and
climate neutrality by 2050, offshore wind has been positioned as a central pillar of Europe’s
energy transition. Complementary measures, including revisions to the Renewable Energy
Directive, the REPowerEU plan (the European Union’s strategic plan launched in 2022 to
rapidly reduce dependence on Russian fossil fuels, accelerate the clean energy transition, and
strengthen energy security across member states), and the European Wind Power Action Plan,
have strengthened support across permitting, financing, and supply chain development,
significantly enhancing market confidence.
The strategic role of offshore wind in Europe’s energy mix continues to grow. In 2024,
the awarded capacity of offshore wind reached a record 23.2 GW, led by Germany, the United
Kingdom, and the Netherlands. To address supply constraints and ensure timely project
delivery, European developers are supplementing domestic production with equipment imports
from countries such as China and expanding global capacity deployment, while simultaneously
upgrading domestic production and port infrastructure. Supply capability is expected to
increase from 2025 onwards. Supported by policy momentum and improved supply chains,
Europe’s new installations of offshore wind are expected to reach 11.8 GW by 2030,
representing a CAGR of 27.9% from 2024 to 2030. The recent short-term decline in
installations reflects market adjustments and a period of technological transition, while the
medium- to long-term growth potential remains strong.
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Europe, as the world’s most mature offshore wind market, is expected to benefit not only
from overall global growth but also from faster and more transparent permitting processes.
According to GWEC, the number of wind projects currently under permitting in the EU is
approximately five times that of projects under construction. Legislate offshore wind targets
with milestones for both auction volumes and permitting timelines, giving industry long term
visibility on pipeline size and schedule. This suggests that a significant number of projects are
likely to progress to the construction phase in the coming years, which underpins and supports
the higher projected growth rate in the forecast period.
New Installations of Offshore Wind in Europe (By Country), 2020-2030E
New Installations of Offshore Wind in Europe (GW)2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
United Kingdom
CAGR 20-24 CAGR 24-30E
-1.8%Total 27.9%
Germany
Netherlands
France
Poland
Rest of Europe
0
1
2
3
4
5
6
7
8
9
10
11
12
2.9
0.2 2.3 1.2
0.8
1.2
2.7
4.5
3.9
2.2
2.2
3.5
3.0
2.0
3.0
2.01.0 1.9
0.8
0.9
0.8
1.00.7
0.3
1.9
2.2
1.0 0.7
1.0
1.5 1.8 0.8
0.6 2.5
0.8
1.1
0.5
0.5
0.50.50.10.1 0.80.8 0.40.4 0.40.4 0.10.1 0.40.4
3.3
2.5
3.8
2.7
4.2
8.7
7.6
6.0
9.0
11.8
0.1
0.3
0.4 0.50.5
Source: GWEC, Frost & Sullivan
Awarded Wind Capacity in Europe
Awarded capacity refers to the capacity of wind power projects that have been granted
development rights and/or long-term power offtake agreements through government or
regulatory tenders and auctions. It represents committed future growth and serves as a leading
indicator for renewable energy expansion, energy planning, and market forecasting. In Europe,
awarded wind capacity increased from 8.2 GW in 2020 to 40.1 GW in 2024, representing a
CAGR of 48.7%. Growth was underpinned by ambitious national and EU climate targets,
strategies to strengthen energy independence, and supportive policy frameworks. A defining
feature during this period was the rapid acceleration of offshore wind auctions, with awarded
capacity rising from just 0.8 GW in 2020 to 23.2 GW in 2024, making offshore wind the
primary source of new awarded capacity.
Looking forward, Europe’s offshore wind awarded capacity is projected to reach 34.7 GW
in 2025, 23.2 GW in 2026, and 30.2 GW in 2027, reflecting a stepwise expansion. The sharp
increase in 2025 is driven by the release of multiple large-scale offshore projects, closely
linked to the implementation of national energy transition policies and the EU’s phased climate
objectives. Over the medium to long term, offshore wind is expected to gradually surpass
onshore wind as the main driver of awarded capacity growth in Europe.
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Awarded Wind Capacity in Europe (GW), 2020-2027E
2020 2021 2022 2023 2024 2025E 2026E 2027E
Onshore
Offshore
7.4
10.4 9.5
13.5
23.2
34.7
23.2
30.2
0.8 2.0
7.4
13.5
16.9
24.3
21.2
25.5
Source: GWEC, Wind Europe, Frost & Sullivan
Key Drivers of Offshore Wind Market in Europe
Policy support as the key enabler of market development: Within the EU framework,
member states have introduced successive rounds of supportive measures to accelerate offshore
wind deployment. Overall, these policy measures have enhanced investment visibility and
project bankability, strengthened domestic supply chains, accelerated permitting processes, and
fostered cross-border collaboration, together forming the structural foundation for long-term
market growth.
 United Kingdom — AR7 scheme upgrade : In its seventh round of offshore wind
auctions (AR7), the UK government announced its most comprehensive support
package to date. Key measures include extending CfD (Contract for Difference,
which is a long-term agreement between a power generator and a government-
backed company) contract terms from 15 to 20 years, introducing a budget
flexibility mechanism, and lowering entry thresholds by allowing fixed-bottom
projects without full planning approval to participate. In addition, a £1 billion
industrial fund was established to strengthen the domestic supply chain across
project development and equipment manufacturing. Offshore wind has been
designated as a central element of the UK’s energy security strategy, with planned
deployment increased by 25% and a national target of 50 GW by 2030, supporting
the goal of achieving more than 95% low-carbon electricity. In January 2026, the
results of AR7 were announced, with 8.44 GW of offshore wind capacity ultimately
awarded, making it the largest offshore wind auction in European history. Of the
total awarded capacity, approximately 8.2 GW was allocated to fixed-bottom
offshore wind projects and approximately 0.24 GW to floating offshore wind
projects. These projects are expected to be commissioned progressively between
2028 and 2031. The strike prices under AR7 were significantly higher than those in
previous allocation rounds, while the auction volume reached a record high.
 Germany — prioritization under the Renewable Energy Act (EEG) : Germany
has elevated offshore wind development to the legal principle of “overriding public
interest and serving public security” under the EEG, thereby granting it priority
comparable to national security. This designation is expected to accelerate
permitting, enhance maritime spatial planning, and streamline grid connection.
Germany has set offshore wind targets of at least 30 GW by 2030 and 70 GW by
2045.
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 Other European markets — policy innovation accelerating deployment
/L50537Denmark has moved away from the zero-subsidy model, introducing 20-year
CfD contracts backed by DKK 55.2 billion in subsidies, and relaunched a 3
GW tender in support of its 12.9 GW target by 2030.
/L50537Poland is transitioning from fixed tariffs to competitive CfD auctions,
launching its first 4 GW tender with 25-year contracts, accelerating its path
toward 11 GW by 2030.
/L50537France plans to consolidate two offshore wind power tender rounds (AO9 and
AO10) into a single large-scale tender with a combined installed capacity of up
to 10 GW, making it one of the largest offshore wind power tenders in Europe
in recent years. The results of the award are anticipated to be announced by the
end of 2026 or early 2027.
Energy security accelerating demand for offshore wind: Since 2022, the geographical
tension has intensified Europe’s focus on energy security. The majority of the EU’s imported
energy still relies on fossil fuels, according to Wind Europe, and volatility in fossil fuel prices
has reinforced the need for diversification and accelerated energy transition. Offshore wind, as
a renewable, low-carbon, and locally available energy source, plays a strategic role in reducing
import dependence and ensuring supply stability. Coupled with electrification trends and
supportive renewable energy policies, this dynamic has significantly increased demand for
offshore wind projects, driving parallel growth in turbine manufacturing, construction and
installation, and remote operation and maintenance capabilities, thereby consolidating
Europe’s leadership in the global offshore wind industry.
Scale procurement and cost optimization: With the advancement of grid parity policies
and increasing demands for capital return, developers and investors are placing greater
emphasis on the levelized cost per MW, construction timelines, and operational efficiency of
projects. Automation and standardized production in manufacturing, modular design, and
integrated supply chains have significantly improved the efficiency of producing and installing
key components such as monopiles, floating foundations, and subsea cables, thereby
substantially reducing overall construction costs. At the same time, through scale procurement
and project replication, capital expenditures are optimized and project economics are
continuously enhanced, providing a strong foundation for attracting further investment in the
European market and driving offshore wind capacity growth.
Overview of Offshore Wind Foundation Market in Europe
The offshore wind foundation market in Europe has exhibited a notable growth trend in
recent years, supported by the continued implementation of the European Green Deal, which
positions offshore wind as a core driver of the energy transition. The market size, in terms of
sales value, expanded from RMB8.1 billion in 2020 to RMB9.6 billion in 2024, representing
a CAGR of 4.3%. Looking ahead, with the commencement of multiple large-scale projects, the
progressive development of deep-sea sites, the accelerated commercialization of floating wind,
and the roll-out of supportive national policies, the market is expected to enter a phase of rapid
expansion. By 2030, the market size of offshore wind foundation market in Europe is projected
to reach RMB41.7 billion, representing a CAGR of 27.7% from 2024 to 2030. It is underpinned
by the robust expansion of new installations of offshore wind in Europe, which are projected
to increase at a CAGR of 27.9% from 2024 to 2030.
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Within this market, monopiles currently represent the most prevalent foundation type.
Europe’s relatively stable seabed conditions and moderate water depths, together with the
maturity of monopile construction techniques and cost advantages, make monopiles the most
competitive solution for projects in waters up to 30 meters deep. Jacket foundations, composed
of multiple tubular steel structures, are commonly deployed in deeper waters (30 to 60 meters)
or areas with more complex seabed conditions, offering superior resistance against overturning
and wave loading. Floating foundations, by overcoming depth constraints, provide a critical
technological pathway for the large-scale deployment of deep-sea offshore wind. Supported by
the REPowerEU plan and targeted national incentive schemes, the floating foundation segment
is expected to achieve commercial maturity and enter large-scale adoption after 2030.
Market Size of Offshore Wind Foundation Market in Europe in terms of Sales Value,
2020-2030E
3.5 3.0 3.7 3.1 5.1
10.2 9.7 8.5
13.3
19.8
5.9 7.0 5.5 8.8 6.5
9.6
19.1 15.9
12.0
17.3
21.9
0
10
20
30
40
50
Market Size of Offshore Wind Foundation
Market in Europe (RMB Billion)
2.2
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
8.1
10.5 8.5
12.5
9.6
14.7
29.3
25.6
20.5
30.6
41.7
Monopile
Others
CAGR 20-24 CAGR 24-30E
4.3% 27.7%
2.5% 22.4%
9.0% 36.2%
Total
Source: GWEC, Frost & Sullivan
Future Trends of Offshore Wind Foundation Market in Europe
Capacity constraints among European suppliers and increasing participation from
overseas manufacturers: Driven by rapid growth in offshore wind installations and policy
objectives such as “net zero emissions” and “energy independence,” European manufacturers
have been operating at consistently high utilization rates. However, capacity expansion and
technological upgrading have lagged behind demand. With monopiles, jackets, and other
foundations evolving towards larger dimensions and higher standards, European manufacturers
face multiple constraints, including limited land and port resources, shortages of skilled labor,
and elevated costs, resulting in persistent capacity shortages. A few Chinese manufacturers,
who have already met the high technical standards of the European market, are increasingly
capturing premium orders and expanding their strategic presence, leveraging stable capacity
reserves, advanced manufacturing capabilities, strong delivery efficiency, and accumulated
experience in deep-sea projects.
Equipment scaling and technology evolution: Continuous technological upgrades are
driving the offshore wind foundation market in Europe towards larger scale and higher
reliability. With turbine capacities steadily increasing, foundations are required to provide
greater load-bearing capacity, durability, and resistance to extreme wind and wave conditions.
Accordingly, offshore wind foundation structures are trending towards larger diameters and
higher material strength. According to GWEC, the largest offshore turbine size has grown from
9.5MW in 2020 to 26MW in 2024, and are projected to reach 35MW by 2030. In this context,
Chinese manufacturers have demonstrated clear competitive advantages owing to their
large-scale production capacity, cost efficiency, and adaptability to rapid iterations in
large-scale equipment.
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Floating offshore wind power equipment unlocking deep-sea potential and cost
reduction pathways: As nearshore resources become increasingly constrained, offshore wind
development in Europe is accelerating towards deeper waters, where close to 80% of the
world’s offshore wind resource potential is in deep-sea areas in the medium to long term.
Compared with fixed foundations, floating structures offer greater adaptability to water depth
and flexibility in deployment, enabling large-scale applications across a wider range of
locations. According to GWEC, the main cost reduction pathways for floating wind include
design optimization, localized supply chains, modular construction, standardized components,
and economies of scale, which together contribute to lowering lifecycle costs. Against this
backdrop, floating technology is expected to gradually advance its commercialization,
positioning itself as a key direction for the future offshore wind foundation market.
Competitive Landscape of Offshore Wind Foundation Market in Europe
Top Five Offshore Wind Foundation Providers in
terms of Monopile Sales Value in Europe, 2024 & 2025H1
Ranking Headquarter
2024 Monopile
Sales Value in
Europe (RMB billion)
Market
Share
(%)
1 Company A Netherlands 1.5 23.1%
2 Our Group China 1.2 18.5%
3 Company C Germany 0.8 12.3%
4 Company D Spain 0.8 12.3%
5 Company E Spain 0.7 10.8%
Top five 5.0 77.0%
Total 6.5 100.0%
Ranking
Offshore Wind
Foundation
Provider
Offshore Wind
Foundation
Provider
Headquarter
2025H1 Monopile
Sales Value in
Europe (RMB billion)
Market
Share
(%)
1 Our Group China 1.6 29.1%
2 Company A Netherlands 1.0 18.2%
3 Company B Germany 0.7 12.7%
4 Company C Germany 0.6 10.9%
5 Company D Spain 0.5 9.1%
Top five 4.4 80.0%
Total 5.5 100.0%
Notes:
1. Company A is a Euronext Amsterdam listed company, founded in 1948 and headquartered in the Netherlands.
It is mainly engaged in manufacturing steel tubular structures, including offshore wind foundations such as
monopiles and transition pieces.
2. Company B is a private company, founded in 1936 and headquartered in Germany. It is mainly engaged in the
production of large-diameter longitudinally welded steel pipes and pipe components for various energy-related
industries, including offshore wind foundations.
3. Company C is a private company, founded in 2011 and headquartered in Germany. It is mainly engaged in
manufacturing large steel monopile foundations and transition section components for offshore wind projects.
4. Company D is a private company, founded in 2007 and headquartered in Spain. It focuses on the production
and supply of onshore and offshore wind towers and offshore wind foundations.
5. Company E is a private company, founded in 2016 and headquartered in Spain. It is mainly engaged in the
design, manufacture, and assembly of large metal structures for the wind industry, including wind towers,
offshore foundations, and large cast components.
Source: Frost & Sullivan
Entry Barriers of Offshore Wind Foundation Market in Europe
Stringent technical requirements: As one of the world’s most mature offshore wind
markets, Europe imposes highly rigorous technical standards on offshore wind foundation.
Requirements cover design standards, structural strength, fatigue life, anti-corrosion
performance, and marine adaptability, and must comply with certifications from European
authorities such as Det Norske Veritas (DNV). In particular, deep-sea applications demand
advanced capabilities in high-strength steel, modular structures, and intelligent monitoring
systems, which pose significant barriers to companies without long-term R&D accumulation
and engineering experience.
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Strict delivery schedules and capacity constraints: European offshore wind projects are
typically managed under fixed commissioning windows, with project timelines closely tied to
subsidy schemes and power purchase agreements. Any delay in equipment delivery may
materially affect project returns. Timely delivery of foundation structures depends not only on
manufacturing capacity but also on integration with highly complex maritime transportation
and port handling systems. As a result, suppliers must demonstrate large-scale and batch
manufacturing capabilities, as well as secure access to specialized transport vessels and
offshore installation windows, to establish a responsive and reliable delivery system.
Heavy marine transport capabilities: Heavy marine transport, essential for delivering
oversized offshore wind components, faces severe global capacity constraints. The availability
of specialized ships capable of handling monopiles and turbine components is particularly
limited in high-demand regions such as the North Sea in Europe. Competition for these ships
is also intensified by concurrent demands from oil, gas, and marine engineering projects.
Therefore, projects require vessel bookings one to two years in advance. As offshore wind
expands into deeper waters, this supply-demand gap in transport capacity represents a
significant barrier to entry in Europe’s offshore wind foundation market.
Policy and certification requirements: Offshore wind projects in Europe are subject to
stringent policy and certification requirements, creating significant market access hurdles for
new entrants. Project development must undergo environmental impact assessments, maritime
spatial planning approvals, and construction safety reviews to ensure compliance with national
standards in ecological protection, navigational safety, and grid stability. In addition,
regulatory frameworks differ across countries, with specific requirements relating to grid
connection, tariff support, subsidy applications, and long-term operational management. New
entrants must possess the resources and expertise to navigate and comply with multi-
jurisdictional regulatory environments.
Overview of Floating Offshore Wind Market in Europe
Currently, offshore wind in Europe is concentrated in nearshore areas with water depths
of up to 30 meters, predominantly using fixed-bottom monopile foundations. According to
GWEC, for most countries around the world, the technical potential of fixed offshore wind is
dwarfed by that of floating offshore wind. Floating wind, with its superior adaptability to water
depth and minimal seabed constraints, is set to become a core pathway for offshore wind
development in the region.
Europe enters its first commercial deployment phase for floating wind during 2023 to
2025, with countries such as France and the UK launching tenders for floating offshore wind
projects, marking the start of substantial construction activities. Going forward, floating wind
is expected to scale up, with batch delivery and gradual standardization of platform design and
supply chain systems. Floating wind is projected to reach mature commercial operations after
2033 and achieve cost parity with fixed-bottom solutions, fully integrating into mainstream
power systems and becoming a significant component of Europe’s deep-sea renewable energy
capacity.
Globally, floating offshore wind remains at a technology demonstration and small-scale
pilot stage. Most countries, however, have established ten-year development targets. By 2029,
floating capacity additions are expected to remain limited and demonstration-oriented. From
2030 onwards, declining costs, improved standards, and large-scale deep-sea site development
are expected to drive rapid capacity growth, with 2030 to 2033 representing the main growth
period, contributing a significant share to global offshore wind additions and driving upstream
supply chain development and investment expansion.
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Market Size and Growth of Floating Offshore Wind in Europe
Europe currently leads global floating offshore wind technology, with several pilot
projects already operational or under construction. The new installations of floating offshore
wind were 25.2 MW in 2024, and are expected to reach 550.0 MW in 2030, representing a
CAGR of 67.2% from 2024 to 2030. Between 2025 and 2030, cumulative new floating capacity
in Europe is projected to reach 931.3 MW, with early deployment concentrated in the UK,
Norway, Spain, and Italy. The share of floating wind in total new offshore installations is
anticipated to rise rapidly, reaching 4.7% by 2030.
The commercialization of floating offshore wind is expected to drive structural expansion
of the associated foundation structure market, representing one of the highest-growth segments
in the offshore wind supply chain. Compared with fixed-bottom solutions, floating wind is
suitable for deep-sea areas exceeding 60 meters, offering broader deployment potential while
presenting new technical and engineering challenges. Floating wind is positioned as the
next-generation deep-sea technology, increasing both cumulative installed capacity and
demand for specialized foundation structures.
Despite its potential, Europe’s floating offshore wind sector remains at an early
commercial stage and faces multiple core challenges nowadays: (i) high costs, as complex
platform design, large unit size, and manufacturing difficulty result in unit costs higher than
fixed-bottom foundations; (ii) an underdeveloped supply chain due to a lack of dedicated
deep-sea manufacturing facilities and mass-production lines for floating foundations; (iii)
infrastructure and logistics constraints where limited port facilities and a shortage of
specialized vessels hinder offshore installation and operations and maintenance efficiency; (iv)
technical and talent gaps stemming from the scarcity of qualified personnel with full lifecycle
experience in demanding fields such as engineering design, structural mechanics, mooring
systems, and deep-sea operations and maintenance, which restricts project efficiency and
quality control.
These challenges, however, highlight the key directions for future industry development.
European governments are increasing policy support, expanding local manufacturing facilities,
promoting international supply chain collaboration, and establishing dedicated funds and
incentive mechanisms to foster capital investment and standardization. In the medium to long
term, companies with scalable floating foundation production and efficient delivery
capabilities are expected to secure first-mover advantages in the deep-sea offshore wind
market.
New Installations of Floating Offshore Wind in Europe, 2020-2030E
16.8
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
58.6
New Installations of Floating Offshore Wind
in Europe (MW)
60.0 37.0 25.2
65.0
6.0
47.0
103.3
160.0
550.0
CAGR: 10.7%
CAGR: 67.2%
0
50
100
150
200
250
300
350
400
450
500
550
Source: GWEC, Frost & Sullivan
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OVERVIEW OF WIND MARKET IN THE PRC
Overview of Offshore Wind Market in the PRC
During the 14th Five-Year Plan period, China’s offshore wind market has shown a trend
of initial slowdown followed by recovery. In 2024, new installations of offshore wind in China
reached 4GW, reflecting significant fluctuations compared to the CAGR of 1.3% from 2020 to
2024. This volatility was primarily driven by the expiration of national subsidies in 2022,
which led to a surge in pre-subsidy project completions followed by a period of adjustment.
However, with the continued advancement of the “dual carbon” goals and the rollout of
provincial-level subsidy programs, coupled with favorable policies such as the Administrative
Measures for Deep and Far-Sea Offshore Wind Power , the industry is accelerating into a stage
of high-quality development.
The offshore wind supply chain has achieved notable cost reductions and efficiency gains,
with 8-10MW turbines becoming mainstream and 16MW models entering commercial
application, driving a more than 40% decline in levelized cost of electricity. According to
GWEC, supported by growing power demand in eastern coastal regions and the pressure from
EU carbon tariffs, new installations of offshore wind in China is expected to achieve 20GW
annually by 2030, with a CAGR of 30.8% from 2024 to 2030.
As China’s offshore wind industry continues to upgrade technologically and expand in
scale, deep and far-sea development is emerging as the next major growth engine. The
implementation of the Administrative Measures for Deep and Far-Sea Offshore Wind Power
and the commercialization of floating wind technology provide both regulatory and
technological support for deploying larger turbines beyond nearshore limitations. Coastal
provinces such as Guangdong, Fujian, and Shandong have announced plans for large-scale
deep and far-sea offshore wind bases, which are expected to contribute the bulk of new
installations between 2025 and 2030, significantly expanding development scale. These
projects not only help optimize spatial distribution and alleviate resource constraints nearshore
but also generate stable demand for large-capacity turbines, deep-sea foundations, and
supporting supply chains, thereby accelerating the high-quality development of China’s
offshore wind industry and the maturation of its deep-sea industrial ecosystem.
According to the Beijing Declaration on Wind Energy 2.0 presented at the China Wind
Power 2025, China’s cumulative wind power installed capacity is expected to reach 130 GW
by 2030. This represents a substantial increase compared with the 41.8 GW of cumulative
installations achieved by the end of 2024, and provides a strong foundation supporting the
higher projected growth rates over the forecast period.
New Installations of Offshore Wind in China, 2020-2030E
0
5
10
15
20
3.8
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
16.9
New Installations of Offshore Wind
in China (GW) 5.1
6.3
4.0
10.0 10.0
15.0 15.0 15.0
20.0CAGR: 1.3%
CAGR: 30.8%
Source: GWEC, Frost & Sullivan
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Market Size and Growth of Offshore Wind Foundation Market in the PRC
The market size of China’s offshore wind foundation structures grew from RMB5.5
billion in 2020 to RMB8.9 billion in 2024, representing a CAGR of 12.8%. With the continued
advancement of the “dual carbon” strategy and the acceleration of deep and far-sea wind power
development, the industry is entering a period of explosive growth. Driven by both the
widespread adoption of large-capacity turbines and breakthroughs in floating foundation
technology, traditional structures such as monopiles are rapidly upgrading toward heavier
designs, while new solutions like floating foundations are beginning to enter commercial
deployment. By 2030, the market size of China’s offshore wind foundation structures is
expected to reach RMB39.6 billion, with a CAGR of 28.2% from 2024 to 2030. It is
underpinned by the robust expansion of new installations of offshore wind in the PRC, which
are projected to increase at a CAGR of 30.8% from 2024 to 2030.
Market Size of Offshore Wind Foundation Market in China in terms of
Sales Value, 2020-2030E
5.5
26.1
8.2
10.9 8.9
22.2 21.6
31.8 31.2 30.5
39.6
0
5
10
15
20
25
30
35
40
Market Size of Offshore Wind Foundation
in China (RMB Billion)
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
CAGR: 12.8%
CAGR: 28.2%
Source: GWEC, Frost & Sullivan
Market Size and Growth of Wind Tower Market in the PRC
The market size of China’s wind tower market, including both onshore and offshore wind
towers, grew from RMB29.0 billion in 2020 to RMB40.5 billion in 2024, representing a CAGR
of 8.7%. Benefiting from the rapid expansion of wind power installations and the continuous
advancement of turbine technologies, the demand for wind towers has maintained steady
growth. With the accelerated development of offshore wind power and the gradual expansion
into deep-sea areas, the market size of offshore wind towers is experiencing faster growth
compared with that of traditional onshore towers. By 2030, the market size of China’s wind
tower market is expected to reach approximately RMB63.0 billion, representing a CAGR of
7.6% from 2024 to 2030.
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Market Size of Wind Tower Market in China in terms of Sales Value, 2020-2030E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Market Size of Wind Tower
in China (RMB Billion)
CAGR: 8.7%
CAGR: 7.6%
0
5
10
15
20
25
30
35
40
45
50
55
60
65
29.0 31.8
25.1
38.3 40.5
43.6
47.9
52.0
56.0
59.7
63.0
Source: GWEC, Frost & Sullivan
Competitive Landscape of Wind Tower Market in the PRC
We ranked fifth among wind tower providers in China in terms of sales value in the first
half of 2025, with a market share of 2.4%, and ranked third with a market share of 4.4% in
2024. Overall, the wind tower market in China remains highly fragmented, with the top five
providers accounting for approximately 20.7% of the market in 2024 and approximately 22.2%
in the first half of 2025, indicating that no single manufacturer holds a dominant market
position. The market is characterized by the presence of numerous specialized tower
manufacturers as well as engineering and heavy equipment companies, with competition
primarily driven by manufacturing capacity, cost efficiency, project execution capability and
geographic proximity to wind farm projects.
Top Five Wind Tower Providers in terms of Sales Value in China, 2024 & 2025H1
Ranking Wind Tower
Provider
2025H1 Wind Tower
Sales Value in
China (RMB billion)
Market
Share (%)
1 Company F 1.2 5.8%
2 Company G 1.1 5.3%
3 Company H 1.0 4.8%
4 Company I 0.8 3.9%
5 Our Group 0.5 2.4%
Top five 4.6 22.2%
Total 20.7 100.0%
Ranking Wind Tower
Provider
2024 Wind Tower Sales
Value in
China (RMB billion)
Market
Share (%)
1 Company H 2.0 4.9%
2 Company F 1.9 4.7%
3 Our Group 1.8 4.4%
4 Company G 1.4 3.5%
5 Company I 1.3 3.2%
Top five 8.4 20.7%
Total 40.5 100.0%
Notes:
1. Company F is a company listed on the Shenzhen Stock Exchange, founded in 2005 and headquartered in
Suzhou, China. It is primarily engaged in the manufacturing of wind power equipment components, primarily
onshore and offshore wind towers and offshore wind structural components.
2. Company G is a company listed on the Shenzhen Stock Exchange, founded in 2006 and headquartered in
Qingdao, China. It is mainly engaged in the manufacturing of onshore and offshore wind towers and offshore
wind structural components, and related large steel structures.
3. Company H is a company listed on the Shenzhen Stock Exchange, founded in 2001 and headquartered in
Shanghai, China. It is mainly engaged in the manufacturing of onshore and offshore wind towers and related
steel structures.
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4. Company I is a company listed on both the Shanghai Stock Exchange and the Hong Kong Stock Exchange,
founded in 2015 and headquartered in Beijing, China. It is primarily engaged in the manufacturing of rail
transit equipment and diversified high-end equipment, and also participates in the production of wind power
equipment components, including wind towers and related steel structures.
Source: Frost & Sullivan
Raw Materials Price Trend
The principal raw material for offshore wind foundations is medium thickness steel
plates. From 2020 to 2024, the average price of medium thickness steel plates in China
exhibited cyclical fluctuations. In 2020, the average price of medium thickness steel plates was
RMB3,972 per ton, primarily reflecting the impact of the pandemic and uneven recovery in
downstream demand. In 2021, driven by global commodity inflation and robust domestic
infrastructure investment, the average price increased sharply to RMB5,450 per ton,
representing a year-on-year growth of 37.2%. In 2022, however, weakening demand from the
real estate sector and easing cost pressures led to a 13.4% decline to RMB4,720 per ton. A
modest rebound occurred in 2023, with the average price rising 1.8% to RMB4,803 per ton. In
2024, the average price decreased to RMB3,837 per ton.
In the long run, the price of medium thickness steel plates in China is expected to follow
a cyclical pattern, driven by fluctuations in steel prices, demand from downstream industries,
and policy-induced supply adjustments. It will have a direct impact on the cost structure of
offshore wind foundation providers.
Average Price of Medium Thickness Steel Plates in China, 2020-2024
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
5,500
3,972
5,450
Average Price of Medium Thickness Steel
Plate in China (RMB per ton)
2020 2021 2022 2023 2024
4,720 4,803
3,837
Source: Langesteel, Frost & Sullivan
Key Drivers of Offshore Wind Market in the PRC
National policies and strategic orientation: Driven by the green energy transition and
China’s “dual carbon” goals, offshore wind power has become a key force in optimizing the
energy structure at the national level and for multiple coastal regions. At the same time,
policies are guiding new projects toward deep and far-sea development, driving both
technological upgrades and innovation in development models.
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Technological progress driving cost reduction: The trend toward larger wind turbines,
breakthroughs in deep and far-sea floating wind technology, and the maturation of supporting
technologies such as subsea cables, foundations, and operations and maintenance have
collectively driven down per-kilowatt investment and levelized cost of electricity, significantly
enhancing project economics.
Energy consumption and local economic needs of coastal regions: Major load centers
in East and South China show strong demand for clean energy. Offshore wind, located near
these load hubs, enables efficient local consumption while also stimulating the development of
related industries, including equipment manufacturing, offshore engineering, and port
logistics, thereby fostering coordinated growth across the value chain.
Synergies within the industrial ecosystem: Offshore wind is increasingly integrated with
energy storage and hydrogen production, whereby surplus or curtailed electricity is converted
into storable energy carriers. In practice, electricity generated from offshore wind farms may
be directed to battery energy storage systems for short-term balancing, or utilized in
electrolysis to produce green hydrogen for medium- to long-term storage and downstream
industrial applications. Such integration enhances dispatch flexibility, supports grid stability,
and improves the overall utilization of offshore wind assets. The growing adoption of hybrid
offshore energy hubs — which co-locate wind power generation with on-site storage or
hydrogen conversion facilities — increases the economic viability and capacity factor of
individual wind farm projects, thereby incentivizing greater investment in new offshore wind
capacity and more needs for core wind power equipment. Accelerated localization of core
equipment is strengthening an independent supply chain, while innovations in green finance
instruments are helping to ease funding pressures, together creating a self-reinforcing industry
ecosystem.
SOURCES OF INFORMATION
We commissioned Frost & Sullivan to analyze and prepare a report regarding global wind
market as well as wind market in Europe. Frost & Sullivan is an independent global consulting
firm founded in 1961 in New York that offers industry research and market strategies and
provides growth consulting and corporate training. We agreed to pay a commission fee of
RMB350,000 to Frost & Sullivan pursuant to a service agreement reached by arm’s length
negotiation. Except as otherwise noted, all of the data and forecasts contained in this section
are derived from the Frost & Sullivan Report. We have also referred to certain information in
the “Summary,” “Risk Factors,” “Business” and “Financial Information” sections to provide a
more comprehensive presentation of the industry in which we operate. In preparing the report,
Frost & Sullivan conducted both primary and secondary research and relied on various sources.
The primary research was conducted via interviews with key industry experts and leading
industry participants. The secondary research involved analysis of market data obtained from
several publicly available data sources, such as the IMF, World Bank, National Bureau of
Statistics and other industrial associations. The market projections in the Frost & Sullivan
Report are based on the following key assumptions: (i) the global social, economic, and
political environment are expected to remain stable during the forecast period; (ii) global
economic and industrial development are likely to maintain a steady growth in the forecast
period; (iii) related industry key drivers are likely to drive the growth of the global wind market
as well as wind market in Europe in the forecast period; and (iv) there is no extreme force
majeure or industry regulation which may affect the market dramatically or fundamentally.
Our Directors confirm that, to the best of their knowledge, after making reasonable
inquiries and exercising reasonable care, there is no material adverse change in the market
information since the date of the relevant data contained in the Frost & Sullivan Report which
may qualify, contradict or have an impact on the information in this section.
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LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN THE PRC
Regulations and Policies Relating to the Industry
Pursuant to the Energy Law of the People’s Republic of China (ج)
promulgated by the Standing Committee of the National People’s Congress (“ SCNPC ”) on
November 8, 2024 and came into effect on January 1, 2025, the State promotes the
development and utilization of wind energy by adhering to both centralized and distributed
development, accelerating the construction of wind power bases, supporting nearby
development and utilization of distributed wind power, and developing offshore wind power in
a rational and orderly manner.
According to the Renewable Energy Law of the People’s Republic of China ( ʕശɛ͏΍
جpromulgated by the SCNPC on February 28, 2005 and amended on
December 26, 2009, the development and utilization of renewable energy was listed as a
priority area of energy development by the State. The establishment and development of the
renewable energy market were promoted through setting targets on the total volume of
development and utilization of renewable energy and adopting corresponding measures. The
State encouraged economic entities with various forms of ownership to participate in the
development and utilization of renewable energy, and the legitimate rights and interests of the
developers and users of renewable energy were protected under the law. Power grid enterprises
shall enter into grid connection agreements with renewable energy power generation
enterprises that are constructed in accordance with renewable energy development and
utilization plans and have lawfully obtained administrative permits or completed the filing
process. They shall purchase in full the on-grid electricity generated by renewable energy
grid-connected power generation projects within their grid coverage that meet grid connection
technical standards. Power generation enterprises are obligated to cooperate with power grid
enterprises to ensure grid security.
According to the Opinions on Promoting the High-quality Development of the Renewable
Energy Green Power Certificate Market (ٙ࢝
จԈ) promulgated and implemented by the National Development and Reform Commission
(“NDRC”) and other departments on March 6, 2025, the scale of green power trading should
be increased. The increasing scale of green power trading focusing on green power and
corresponding green power environmental value as the subject matter should be accelerated.
Wind power (including distributed wind power and offshore wind power), solar power
(including distributed photovoltaic power generation and solar thermal power generation), and
other renewable energy power generation projects such as biomass power generation,
geothermal power generation and ocean energy power generation should be steadily promoted
to participate in green power trading.
According to the Action Plan for Standardization and Improvement of Energy in Reaching
Carbon Peak and Carbon Neutrality (ྌ) promulgated by
the National Energy Administration on September 20, 2022 and implemented on the same date,
a standard system for renewable energy mainly focusing on photovoltaic and wind power
should be established and improved. By researching on the establishment of a standard system
to support the construction of a new energy system and accelerating the improvement of a new
energy storage standard system, strong support will be provided for the development and
construction of large-scale bases of wind power, photovoltaic and distributed energy, as well
as for their grid-connected operation, consumption and utilization.
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Pursuant to the Implementation Plan on Promoting the High-quality Development of New
Energy in the New Era (ࣩwhich was forwarded by
the General Office of the State Council on May 14, 2022 and implemented on the same date,
the wind power projects will be adjusted from an approval system to a filing system. Integrated
energy projects focusing on new energy such as multi-energy complementary projects,
source-grid load-storage projects and micro-grid projects, may go through the approval (filing)
procedures as a whole.
Pursuant to the 14th Five-Year Renewable Energy Development Plan (“ ɤ̬ʞ”̙Ύ͛ঐ
஝ྌ) promulgated by the NDRC, the National Energy Administration and other
departments on October 21, 2021 and implemented on the same date, the construction of
offshore wind power bases was proceeded in an orderly manner. The provincial-level offshore
wind power planning system was revised, with simultaneous commencement of environmental
impact assessment on the plans, and the layout of near-shore and offshore wind power plants
was optimized. Local governments were encouraged to roll out support policies, large-scale
development of near-shore and offshore wind power plants was actively promoted. Deep-sea
and oceanic offshore wind power plans were carried out, with improvement in managing the
development and construction of deep-sea and oceanic offshore wind power. Innovation and
demonstration of application of deep-sea and oceanic offshore wind power technology were
promoted. Models for centralized transmission and centralized operation and maintenance were
explored. These have actively promoted cost reduction and efficiency improvement in deep-sea
and oceanic offshore wind power, and demonstrated low-price operation in deep-sea and
oceanic offshore wind power.
According to the Guiding Opinions of the State Council on Accelerating the
Establishment and Improvement of an Economic System for Green, Low-Carbon and
Recycle Development (ኬจԈ)
promulgated by the State Council on February 2, 2021 and implemented on the same date,
establishing and improving an economic system for green, low-carbon and recycle
development and promoting a comprehensive green transformation of economic and social
development are the basic strategies to solve the problems of resources and environmental
ecology in the PRC. We should promote green and low-carbon transformation of the energy
system, give priority to energy conservation, improve the dual control of total energy
consumption and intensity, increase the proportion of renewable energy utilization and
vigorously promote the development of wind power and photovoltaic power generation.
Regulations Relating to Companies
According to the Company Law of the People’s Republic of China (2023 Revision) ( ʕ
ج2023ࠈࡌpromulgated by the SCNPC on December 29, 2023 and came
into effect on July 1, 2024, companies in the PRC are generally classified into two categories,
namely, limited liability companies and joint stock limited companies.
Regulations Relating to Foreign Investment
According to the Foreign Investment Law of the People’s Republic of China ( ʕശɛ͏
جpromulgated by the SCNPC on March 15, 2019 and came into effect on
January 1, 2020 and the Regulations on Implementing the Foreign Investment Law of the
People’s Republic of China (ૢԷ) promulgated by the State
Council on December 26, 2019 and came into effect on January 1, 2020, an administrative
system of pre-access national treatment plus negative list on foreign investment are
implemented in the PRC. Foreign investment in the PRC, other than those listed on the
negative list, will enjoy national treatment. The State encourages and facilitates foreign
REGULATORY OVERVIEW
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investments, protects legitimate rights and interests of foreign investors, standardizes the
management on foreign investments, optimizes the foreign investment environment
continuously, and promotes higher level of opening to external investors. According to the
Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition)
(݄( ૶ఊ)(2024وjointly issued by the NDRC and the
Ministry of Commerce (the “ MOFCOM ”) on September 6, 2024 and came into effect on
November 1, 2024, the industry in which the Company operates is not an industry under the
“prohibited” or “restricted” categories for foreign investment.
Regulations Relating to Overseas Investment
Pursuant to the Administrative Measures for Overseas Investment (2014) ( ྤ̮ҳ༟၍ଣ
ج2014)) promulgated by the MOFCOM on September 6, 2014 and came into effect on
October 6, 2014, the MOFCOM and provincial competent commerce authorities administered
by record-filing and approval, respectively. Overseas investment by enterprises that involves
sensitive countries and regions or sensitive industries shall be subject to administration by
approval. Overseas investment by enterprises under any other circumstances shall be subject
to administration by record-filing.
Pursuant to the Administrative Measures for Overseas investment of Enterprises ( Άุྤ
جpromulgated by the NDRC on December 26, 2017 and came into effect on
March 1, 2018, when an investor makes an overseas investment, it shall obtain approval,
conduct record-filing or other procedures applicable to overseas investment projects, report
relevant information, and cooperate with supervision and inspection. Sensitive projects carried
out by investors directly or through overseas enterprises controlled by them shall be subject to
approval; non-sensitive projects directly carried out by investors, namely, non-sensitive
projects involving investors’ direct contribution of assets or interests or provision of financing
or guarantee shall be subject to record-filing.
Regulations Relating to Product Quality
According to the Product Quality Law of the PRC (2018 Amendment) ( ʕശɛ͏΍ձ਷
ج2018)͍) promulgated by the SCNPC on December 29, 2018 and came into
effect on the same date, manufacturers and sellers shall establish and improve the internal
product quality management system, and strictly implement job quality standards, quality
responsibilities and corresponding evaluation methods. The State encourages the
implementation of scientific methods of quality management, adoption of advanced science
and technology, and encourages enterprises to meet and exceed industrial, national and
international standards in product quality.
Regulations Relating to Import and Export of Goods
According to the Foreign Trade Law of the PRC (2025 Revision) ( ʕശɛ͏΍ձ਷࿁̮
ج׸2025ࠈࡌpromulgated by the SCNPC on December 27, 2025 and came into effect
on March 1, 2026, and the Regulations of the PRC on the Administration of Import and Export
of Goods (2024 Revision) (ආ̈ɹ၍ଣૢԷ (2024ࠈࡌpromulgated by
the State Council on March 10, 2024 and came into effect on May 1, 2024, the State permits
the free import and export of goods, and maintains a fair and orderly import and export trading
of goods in accordance with the law. Except for imports and exports expressly prohibited or
restricted by laws and administrative regulations, no entity or individual may impose or
maintain prohibition or restriction on the import or export of goods.
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According to the Customs Law of the PRC (2021 Amendment) (ج
2021͍)) promulgated by the SCNPC on April 29, 2021, and came into effect on the same
date, consignees or consignors of imported or exported goods or customs brokers shall conduct
customs declaration procedures and make customs filing in accordance with the law.
Regulations Relating to Production Safety
Pursuant to the Production Safety Law of the PRC (2021 Amendment) ( ʕശɛ͏΍ձ਷
ج2021͍)) promulgated by the SCNPC on June 10, 2021 and came into effect
on September 1, 2021, entities engaged in production and business activities shall comply with
the Production Safety Law and other laws and regulations relating to production safety,
strengthen production safety management, establish and improve production safety
responsibility system and production safety rules and regulations for all employees, increase
the provision of funds, materials, technology and manpower to ensure production safety,
improve production safety conditions, enhance standardization and informatization of
production safety, establish a dual preventive mechanism for safety risk management and
control by tiers and for detection and rectification of potential hazards, improve the risk
prevention and elimination mechanism, increase production safety level to ensure production
safety. The safety facilities for new construction, reconstruction and expansion projects
(collectively, the “construction projects” hereinafter) of production and business entities must
be designed, constructed, commence operation and utilization at the same time with the main
structure.
Regulations Relating to Environmental Protection
According to the Environmental Protection Law of the PRC (2014 Revision) ( ʕശɛ͏
ج2014ࠈࡌpromulgated by the SCNPC on April 24, 2014 and came into
effect on January 1, 2015, all entities and individuals have the obligation to protect the
environment. Enterprises, public institutions and other producers and operators shall prevent
and reduce environmental pollution and ecological damage, and shall be legally responsible for
the damage caused.
According to the Environmental Impact Assessment Law of the PRC (2018 Amendment)
(ج2018͍)) promulgated by the SCNPC on December 29,
2018 and came into effect on the same date, and the Regulations on the Administration of
Construction Project Environmental Protection (2017 Revision) (ᚐ၍ଣૢԷ
(2017ࠈࡌpromulgated by the State Council on July 16, 2017 and came into effect on
October 1, 2017, a construction entity shall compile an environmental impact assessment
report, an environmental impact statement or complete the environmental impact registration
form in accordance with the relevant provisions.
According to the Regulations on the Administration of Pollutant Discharge Licensing ( ર
Ϯ஢̙၍ଣૢԷ) promulgated by the State Council on January 24, 2021 and came into effect
on March 1, 2021, and the Administrative Measures for Pollutant Discharge Licensing ( રϮ
جissued by the Ministry of Ecology and Environment on April 1, 2024 and came
into effect on July 1, 2024, enterprises, public institutions and other producers and operators
which are subject to pollutant discharge licensing management as stipulated by laws must
apply for and obtain pollutant discharge licences in accordance with this regulation;
discharging pollutants is prohibited without obtaining such licence.
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Regulations Relating to Intellectual Property
According to the Patent Law of the People’s Republic of China (2020 Amendment) ( ʕ
ج2020͍)) promulgated by the SCNPC on October 17, 2020 and came
into effect on June 1, 2021, and the Implementation Rules of the Patent Law of the People’s
Republic of China (2023 Revision) (ۆ2023ࠈࡌpromulgated
by the State Council on December 11, 2023 and came into effect on January 20, 2024, patents
in the PRC are categorized into invention patents, utility model patents and design patents.
Commencing from the date of application, the duration of patent rights for invention patents,
utility model patents and design patents are twenty years, ten years and fifteen years,
respectively. No person may the patent without licensing or authorization of the patentee.
According to the Trademark Law of the People’s Republic of China (2019 Amendment)
(ج2019͍)) promulgated by the SCNPC on April 23, 2019 and came
into effect on November 1, 2019, and the Implementation Rules of the Trademark Law of the
People’s Republic of China (2014 Revision) (ૢԷ (2014ࠈࡌ))
promulgated by the State Council on April 29, 2014 and came into effect on May 1, 2014,
trademarks approved by and registered with the Trademark Office are registered trademarks,
including commodity marks, service marks, collective marks and certification marks. The valid
period of a registered trademark is ten years, commencing from the date of approval for
registration.
According to the Regulations for the Protection of Computer Software (2013 Revision)
(ᚐૢԷ (2013ࠈࡌpromulgated by the State Council on January 30, 2013 and
came into effect on March 1, 2013, software copyright holders may register with the software
registration institution recognized by the copyright administration and management authority
of the State Council. Software copyright holders may license others to use their software
copyright and are entitled to receive compensation. Software copyright holders may transfer
their software copyright wholly or partially and are entitled to receive compensation.
Regulations Relating to Labor, Social Insurance and Housing Provident Fund
According to the Labor Contract Law of the People’s Republic of China (2012
Amendment) (ج2012͍)) promulgated by the SCNPC on
December 28, 2012 and came into effect on July 1, 2013, and the Implementation Regulations
of the Labor Contract Law of the People’s Republic of China (ྼ
ૢԷ) promulgated by the State Council on September 18, 2008 and came into effect on the
same date, labour contracts shall be entered into in writing if employment relationships are to
be established. If employment relationship is established without entering into a labour
contract in writing at the same time, a labour contract in writing shall be signed within one
month from the date of commencing employment. For labour contracts signed between
employer and employee before the date of commencing employment, the employment
relationship shall be established on the date of commencing employment.
According to the Social Insurance Law of the People’s Republic of China (2018
Amendment) (ج2018͍)) promulgated by the SCNPC on
December 29, 2018 and came into effect on the same date, and the Provisional Regulations for
The Collection And Payment of Social Insurance Premiums (2019 Revision) (ᎈ൬ᅄᖮ
ᅲБૢԷ (2019ࠈࡌpromulgated by the State Council on March 24, 2019 and came into
effect on the same date, employer and employees within the PRC shall contribute payment of
social insurance premiums in accordance with the law, are entitled to make enquiries on the
records of payment and personal rights and interests, and request the social insurance agencies
to provide social insurance consultation and related services. The paying entity and individual
shall contribute payment of social insurance premiums in full amount as scheduled.
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According to the Administrative Regulations on the Housing Provident Fund (2019
Revision) (၍ଣૢԷ (2019ࠈࡌpromulgated by the State Council on March 24,
2019 and came into effect on the same date, entities are required to complete the registration
of contribution to the housing provident fund with the housing provident fund management
centre, and the procedures for opening housing provident fund accounts for their employees.
Each employee may have only one housing provident fund account. Newly established entities
shall register with the housing provident fund management centre within 30 days of
incorporation to complete the registration of contribution to the housing provident fund, and
shall open housing provident fund accounts for their employees within 20 days after
registration.
Regulations Relating to Enterprise Income Tax and Value-Added Tax
According to the Enterprise Income Tax Law of the People’s Republic of China (2018
Amendment) (ج2018͍)) promulgated by the SCNPC on
December 29, 2018 and came into effect on the same date, and the Implementation Rules of
the EIT Law of the People’s Republic of China (2024 Revision) (੻೼
ૢԷ (2024ࠈࡌpromulgated by the State Council on December 6, 2024 and came into
effect on January 20, 2025, a resident enterprise means an enterprise established within the
PRC in accordance with the laws, or established in accordance with any laws of a foreign
country or region but with an actual management entity within the PRC. A resident enterprise
is subject to EIT at the tax rate of 25% for any income generated within or outside the PRC.
Small enterprises with minimal profit and satisfy required conditions may be subject to a lower
EIT tax rate of 20%. Key high-tech enterprises which are supported by the State may enjoy a
reduced EIT rate of 15%.
According to the Value-Added Tax Law of the People’s Republic of China ( ʕശɛ͏΍
جpromulgated by the SCNPC on December 25, 2024 and came into effect on
January 1, 2026, units and individuals (including individual industrial and commercial
households) that sell goods, services, intangible assets or immovable properties, as well as
import goods within the territory of the PRC, shall be taxpayers of value-added tax and shall
pay value-added tax.
Regulations Relating to Foreign Exchange
According to the Regulations of the People’s Republic of China on Foreign Exchange
Administration (2008 Revision) ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ (2008ࠈࡌpromulgated by
the State Council on August 5, 2008 and came into effect on the same date, foreign exchange
receipts and payments of current account items shall have authentic and legal transaction basis.
Foreign exchange payments of current account items shall be paid with the payer’s own foreign
currency or with foreign currency purchased from financial institutions engaging in the
business of foreign exchange settlement and foreign currency sales by producing valid
vouchers and certificates as evidence. Domestic entities and individuals that make overseas
direct investments, or engage in the issuance and trading of overseas marketable securities and
derivative products, shall complete the registration procedure in accordance with the
requirements of the foreign exchange administrative authority of the State Council.
According to the Circular of the State Administration of Foreign Exchange on Improving
Foreign Exchange Administration to Support the Development of Overseas Business (̮
ٝpromulgated by SAFE on April 10,
2020 and came into effect on the same date, the reform of providing convenience in the receipts
and payments of capital account items was promoted nationwide. Subject to ensuring the
authenticity and legal compliance of utilization of funds and satisfying the prevailing
administrative requirements on the use of receipts of capital account items, when enterprises
which have met the required conditions utilize their receipts from capital account items such
as capital funds, foreign debts and overseas listing for domestic payments, they are not required
to provide authenticity evidence materials in advance to the bank for each sum.
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Regulations Relating to Securities and Overseas Listing
Pursuant to the Securities Law of the People’s Republic of China (2019 Revision) ( ʕശ
ج2019ࠈࡌthe “ Securities Law ”) promulgated by the SCNPC on
December 28, 2019 and came into effect on March 1, 2020, the Securities Law is applicable
to the issuance and trading of shares, corporate bonds, depositary receipts and other securities
recognized legally by the State Council within the PRC. For any matters not mentioned in the
Securities Law, the requirements of the Company Law of the PRC (ج)
and other laws and administrative regulations shall be applicable. Domestic enterprises which,
directly or indirectly, issue securities overseas or perform overseas listing and trading of their
securities, shall comply with the relevant requirements of the State Council.
Pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (جpromulgated by the
China Securities Regulatory Commission (the “ CSRC”) on February 17, 2023 and came into
effect on March 31, 2023, and the five ancillary guidelines, overseas offering and listing are
prohibited under any one of the following circumstances: (1) such listing and financing are
explicitly prohibited by the provisions of laws, administrative regulations or relevant
stipulations of the State; (2) the overseas offering and listing may endanger national security
as reviewed and determined by competent authorities under the State Council in accordance
with the laws; (3) either the domestic company or its controlling shareholder(s), or the de facto
controller(s), has/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; (4) the domestic company is suspected of committing a crime or severe
violation of laws and regulations, and is under investigation in accordance with the laws and
no clear conclusive opinion has been made; (5) there is/are material ownership dispute(s) over
equity interests held by the controlling shareholder(s) or the shareholder(s) that are controlled
by the controlling shareholder(s) or the de facto actual controller(s).
Pursuant to the Provisions on Strengthening Confidentiality and Archives Administration
Concerning Overseas Securities Offering and Listing by Domestic Companies (̋੶ྤʫ
֛jointly issued by the CSRC,
MOFCOM and other authorities on February 24, 2023 and came into effect on March 31, 2023,
a domestic company that provides or publicly discloses, either directly or through its overseas
listed entities, any documents and materials involving State secrets or work secrets of
government agencies to entities, such as relevant securities companies, securities service
providers or overseas regulators, and individuals shall obtain approval from the competent
authorities with approval authority in accordance with law, and make filing with the
confidentiality administrative management authority at the same level.
REGULATIONS AND POLICIES RELATING TO THE EU
Carbon Border Adjustment Mechanism
The EU Carbon Border Adjustment Mechanism (CBAM) was adopted by the European
Parliament and the Council on May 10, 2023 and amended on October 17, 2025 under
Regulation (EU) 2025/2083. CBAM entered a transitional period on October 1, 2023 and will
be fully implemented from January 1, 2026. It imposes a carbon charge on imports of specified
carbon-intensive products, including steel, aluminum and cement, at a level equivalent to the
EU Emissions Trading System (EU ETS), with the objective of equalizing carbon costs
between imports and EU-produced goods and mitigating carbon leakage. During the
2023–2025 transitional period, importers are required to submit embedded-emissions data only,
without payment obligations; from 2026, EU importers must purchase and surrender CBAM
certificates to settle the embedded emissions of imported goods.
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For emissions data, CBAM relies on installation-level actual data as the basis for
declarations. Third-country operators must implement monitoring plans in accordance with
CBAM rules to measure and calculate energy use and greenhouse gas emissions for the relevant
product categories and, where applicable, the categories of precursor materials produced at
supplier installations. Such data must be independently verified by an EU-accredited
third-party verifier before they can be used as the compliant basis for declaring embedded
emissions under CBAM. To align with the pace of carbon-cost exposure within the EU, CBAM
applies a “free allocation” arrangement that references the share of emissions covered by free
allocation under the EU ETS; the share starts at 97.5% in 2026 and is gradually reduced to zero
by 2034.
With respect to pricing and payment mechanics, the CBAM charge is anchored to the EU
ETS carbon price. CBAM certificates will be available for sale from February 2027 for use in
settling obligations related to imports made in 2026; for 2026, the CBAM certificate price is
calculated using the quarterly average of EU ETS auction prices, and from 2027 onward the
weekly average applies. The EU importer generally bears the obligation to purchase and
surrender certificates and must complete the first annual CBAM declaration and surrender for
the 2026 period by September 30, 2027. Certificates purchased may be used only for the
corresponding compliance year; any surplus certificates may be repurchased in full upon
application, and certificates that remain unused and are not submitted for repurchase by the
deadline will be automatically canceled on November 1 each year.
Net-Zero Industry Act, NZIA
The NZIA was passed by the European Parliament and the Council on June 28, 2024, and
came into effect on June 29, 2024. This act is one of the core pillars of the EU’s “Green Deal”
Industrial Plan. It stipulates that by 2030, EU-based manufacturing capacity of net-zero
technologies (such as solar panels, wind turbines, batteries and heat pumps) must reach 40%
of EU deployment needs. By 2040, the EU must increase its global market share to 15% for
all key low-carbon technologies, including renewable energy, nuclear power, heat pumps,
electrolyzers, and other decarbonization technologies such as carbon capture. The act stipulates
several measures to increase investment in green technologies, including streamlining
permitting procedures for strategic projects and enhancing market access for strategic
technologies and products through public procurement and renewable energy auctions. This
ensures a secure and sustainable supply of net-zero technologies in the EU, thereby expanding
manufacturing capacity, enhancing supply chain resilience, and contributing to the EU’s
climate neutrality goal, in an effort to create high-quality jobs and strengthen the EU’s global
competitiveness.
Renewable Energy Directive (RED III)
The amendment Directive (EU) 2023/2413 (RED III), which was passed by the European
Parliament and the Council in October 2023 and officially came into effect in January 2024,
serves as a key legal basis for accelerating the energy transition in the EU. The directive
stipulates that the share of renewable energy in the EU’s overall energy consumption shall be
raised to 42.5% by 2030, with an additional 2.5% indicative top-up to achieve a total share of
45%. The directive also introduces several new measures to accelerate the adoption of
renewable energy projects, including streamlining the permit-granting procedures for wind
farm construction and expediting administrative approvals.
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The EU Electricity Market Reform Package
The EU Electricity Market Reform Package was promulgated by the European Parliament
and the Council on May 21, 2024 and came into effect on July 16, 2024. The package aims to
accelerate the deployment of renewable energy and other clean electricity sources, and
incentivize the clean energy transition. The package supports the development of long-term
power purchase agreements and encourages the implementation of contracts for difference in
member states, thereby stabilizing renewable energy prices and promoting investment and
development in renewable energy.
EU Emissions Trading System
The Directive 2003/87/EC, passed by the European Parliament and the Council on
October 13, 2003 and came into effect on January 1, 2005, aims to establish a greenhouse gas
emission allowances trading system, EU Emissions Trading System (EU ETS).
Directive (EU) 2023/959, published on May 16, 2023 and came into effect on June 5,
2023, formally includes the shipping sector into the EU ETS. Shipping companies covered by
this directive must surrender carbon allowances by September 30 each year for their
greenhouse gas emissions from the preceding year. Each allowance represents the right to emit
one tonne of carbon dioxide equivalent. Shipping companies can purchase carbon allowances
through auctions on the European Energy Exchange (EEX) or through the secondary market,
as well as derivatives of carbon allowances. Shipping companies must open a trading account
with a registry to purchase and hold carbon allowances.
The FuelEU Maritime Regulation (FuelEU Maritime)
Regulation (EU) 2023/1805, also known as the FuelEU Maritime Regulation, aims to
promote the low-carbon transformation of the shipping industry by implementing phased
reductions in the greenhouse gas intensity of fuels used by ships. The regulation requires all
commercial ships (over 5,000 gross tonnage) calling at EU ports to reduce the greenhouse gas
intensity of their fuels annually starting in 2025. This regulation is a key component of the
EU’s “Fit for 55” package, which is implemented in conjunction with the EU Emissions
Trading System (EU ETS), with the goal of achieving a 55% reduction in greenhouse gas
emissions by 2030 compared to 1990 levels.
This regulation covers intra-EU voyages (100% of the energy used is included in the
emission calculation) and international routes to or from EU ports (50% of the energy used is
included in the emission calculation). Vessels can choose to use shore power, reduce fuel
consumption, or switch to low-emission fuels (such as biofuels) to meet the requirements.
REGULATIONS AND POLICIES RELATING TO THE UK
The UK Carbon Border Adjustment Mechanism
The UK Carbon Border Adjustment Mechanism (“ UK CBAM ”) was officially announced
on December 18, 2023, and will come into effect on January 1, 2027. The UK CBAM will place
a carbon price on some of the most emissions intensive imported industrial goods. It will only
apply to products in the aluminum, cement, fertiliser, hydrogen and iron & steel sectors. The
UK CBAM aims to ensure that imported goods receive similar carbon pricing treatment to
domestic products, thereby preventing carbon leakage.
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OVERVIEW
We are a globally leading provider of core offshore wind power equipment, deeply rooted
in the wind power industry with nearly two decades of dedicated experience. We offer
integrated solutions across production, transportation, and delivery of wind foundation to
major offshore wind developers worldwide. Our history can be traced back to September 2003
when our Company was founded by our founder, Mr. Jin, in Fuxin, Liaoning Province.
Prior to establishing our Group in 2003, Mr. Jin had accumulated extensive commercial
and operational management experience, which laid a solid foundation for the founding of our
Group and for his strategic leadership in guiding its subsequent growth. Details of the
biographies of Mr. Jin are set out in “Directors and Senior Management”.
Since October 2010, our Company has been listed on the Shenzhen Stock Exchange under
the stock code 002487, becoming the first company principally engaged in the wind tower and
foundation business with its shares listed on China’s A-share market.
KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES
The following table sets forth our key corporate and business development milestones:
Y ear Milestones
2003 /H1118/H1118/H1118/H1118/H1118/H1118Our Company was established in Liaoning Province, PRC.
2004 /H1118/H1118/H1118/H1118/H1118/H1118We entered the energy equipment manufacturing market.
2007 /H1118/H1118/H1118/H1118/H1118/H1118We transformed into a clean energy equipment manufacturer and
successfully delivered our first domestic onshore wind tower project.
2009 /H1118/H1118/H1118/H1118/H1118/H1118We commenced the construction of our Shandong Penglai Offshore
Facility.
2010 /H1118/H1118/H1118/H1118/H1118/H1118We were listed on the Shenzhen Stock Exchange, becoming the first
company principally engaged in the wind tower and foundation business
with its shares listed on China’s A-share market.
2012 /H1118/H1118/H1118/H1118/H1118/H1118Our Shandong Penglai Offshore Facility commenced operations, marking
the beginning of our overseas expansion.
2014 /H1118/H1118/H1118/H1118/H1118/H1118We delivered our first export project for onshore towers.
2015 /H1118/H1118/H1118/H1118/H1118/H1118We delivered our first domestic offshore tower project and our first
domestic monopile project.
2020 /H1118/H1118/H1118/H1118/H1118/H1118We established our European subsidiary in Hamburg, Germany, marking
key milestone in our globalization strategy.
2021 /H1118/H1118/H1118/H1118/H1118/H1118We delivered our first export project for offshore towers and secured our
first export order for offshore wind foundation products.
2022 /H1118/H1118/H1118/H1118/H1118/H1118We commissioned our first self-owned onshore wind turbine.
2023 /H1118/H1118/H1118/H1118/H1118/H1118Our Liaoning Panjin Shipbuilding Facility commenced operations,
launching our ship design and construction business.
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Y ear Milestones
We, the first offshore wind power manufacturer in the Asia-Pacific
region, delivered our first export monopile project to Europe (Moray
West Offshore Wind Turbine in the U.K.).
2024 /H1118/H1118/H1118/H1118/H1118/H1118We commenced the construction of our Hebei Tangshan Caofeidian Deep
and Far-sea Offshore Facility.
Our in-house international transportation team was established, enabling
our first DAP delivery, supporting RWE’s Thor offshore wind project in
Denmark.
We obtained regulatory approval for 950MW of onshore wind power
projects in Hebei Province, PRC.
2025 /H1118/H1118/H1118/H1118/H1118/H1118We established our Global Floating Wind Business Center in Madrid,
Spain.
We designed and launched three specialized vessel types and secured our
first third-party shipbuilding contract.
We became the first company in the global offshore wind foundation
industry to have our science-based carbon emissions targets validated by
the Science Based Targets initiative (SBTi).
2026 /H1118/H1118/H1118/H1118/H1118/H1118Our first self-constructed heavy-lift deck transport barge has commenced
its transportation missions.
OUR MAJOR SUBSIDIARIES
Since our inception, we have been continuously expanding our business and, as of the
Latest Practicable Date, operated 60 subsidiaries to ensure the rapid and effective execution of
our strategies.
Details of the Major Subsidiaries of our Company which made a material contribution to
our results of operations during the Track Record Period are set out below.
No. Name Principal business activities
Date and place of
establishment
1. Penglai Dajin Offshore wind power
equipment manufacturing
December 14, 2009, PRC
2. Hinggan League
Dajin
Wind power equipment
manufacturing
September 29, 2019, PRC
3. Tangshan Dajin Offshore wind power
equipment manufacturing
April 11, 2023, PRC
4. Zhangwu Xiliujiazi Electricity production and
supply
March 25, 2020, PRC
5. Zhangwu Jinyin Investment holding March 3, 2020, PRC
6. Beijing Jinyin Investment holding November 19, 2012, PRC
7. Panjin Dajin Shipbuilding and Offshore
wind power equipment
manufacturing
December 29, 2022, PRC
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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No. Name Principal business activities
Date and place of
establishment
8. Yangjiang Dajin Offshore wind equipment
manufacturing
March 7, 2022, PRC
9. Zhangjiakou Dajin Wind power equipment
manufacturing
March 18, 2020, PRC
Our Company held the entire equity interest in each of the Major Subsidiaries throughout
the Track Record Period and up to the Latest Practicable Date.
See Note 19 to the Accountants’ Report in Appendix I and “Statutory and General
Information — Further Information about Our Group — Changes in the Share Capital of Our
Subsidiaries” in Appendix VI for more details of our subsidiaries.
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
Establishment and Early Development
In September 2003, our Company was established as a limited liability company in the
PRC by our founder, Mr. Jin. Following several rounds of capital injections and share transfers,
our registered share capital increased to RMB17.3 million by August 2009. Immediately before
our conversion to a joint stock company, Mr. Jin controlled 68.21% of the voting power in our
Company through Jinyin Energy and Fuxin Longda Technology Development Co., Ltd. (อ
ʮ̡)( “Fuxin Longda ”). Jinyin Energy, which held 63.21% equity interest
in the Company, was wholly owned by Mr. Jin. Fuxin Longda, which held 5.00% equity interest
in the Company, was owned as to 65.00% by Mr. Jin, with the remaining 35.00% owned
collectively by seven employees of the Company at that time.
Conversion into a Joint Stock Limited Liability Company and Listing on the Shenzhen
Stock Exchange
In October 2009, our Company was converted from a limited liability company to a joint
stock company with limited liability with the number of our total issued share capital increased
to 90,000,000 Shares.
In October 2010, we completed the listing of our A shares on the Shenzhen Stock
Exchange (stock code: 002487) (the “ A-Shares Listing ”). In the A-Share Listing, we issued an
aggregate of 30,000,000 A Shares, representing 25.0% of our Company’s total share capital
immediately following the A-Shares Listing.
Private Placement of A Shares
As approved by the Shareholders in January 2022 and the CSRC in September 2022, our
Company conducted a private placement of its A Shares to raise funds mainly for the
construction of R&D centers, manufacturing facilities and other projects, and working capital
supplementation. A total of 82,088,349 A Shares were issued in the placement to 17 investors,
all of whom, to the best knowledge of our Directors, were Independent Third Parties. The
placement raised net proceeds of approximately RMB3.06 billion. Following the completion of
the private placement, the Company’s total issued share capital increased to 637,749,349 A
Shares.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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There were no other outstanding options, warrants, or convertible securities that could
potentially affect the shareholding structure of our Company as of the Latest Practicable Date.
As of December 31, 2025, 85.79% of the net proceeds from the private placements of A Shares
had been utilized in accordance with the designated use, as amended from time to time and
disclosed in our public disclosures on the website of Shenzhen Stock Exchange.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
Our Company did not carry out any major acquisitions, disposals or mergers during the
Track Record Period and up to the Latest Practicable Date.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE
LISTING ON THE HONG KONG STOCK EXCHANGE
Since 2010, our Company has been listed on the Shenzhen Stock Exchange. Our Directors
confirmed that, as of the Latest Practicable Date, we had no instances of material
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities
laws and regulations of the PRC in any material respects, and, to the best knowledge of our
Directors having made all reasonable enquiries, there was no material matter that should be
brought to the investors’ attention in relation to our compliance record on the Shenzhen Stock
Exchange. As advised by our PRC Legal Advisors, during the Track Record Period and up to
the Latest Practicable Date, based on the filings on the website of the Shenzhen Stock
Exchange and the information available in the public domain, we have not been subject to any
material administrative penalties or regulatory measures imposed by the CSRC, Shenzhen
Stock Exchange or other PRC securities regulatory authorities and we have complied with the
relevant laws and regulations on A-Shares Listing applicable to us in all material respects.
Based on the independent due diligence conducted by the Joint Sponsors, nothing has come to
the Joint Sponsors’ attention that would cause them to cast doubt on the Directors’ confirmation
with regard to the compliance records of the Company on the Shenzhen Stock Exchange in any
material respect.
Our Company seeks to list on the Hong Kong Stock Exchange to further consolidate our
global strategic positioning, offer integrated solutions across production, transportation, and
delivery of wind foundation to major offshore wind developers worldwide, enhance our
comprehensive competitiveness in international markets, and thereby meet the ongoing
development needs and quality and efficiency enhancement requirements of our overseas
business operations. See “Business — Our Growth Strategies” and “Future Plans and Use of
Proceeds” in this prospectus for more details.
PUBLIC FLOAT AND FREE FLOAT
Satisfaction of the Public Float Requirement
Rule 19A.13A(2) of the Listing Rules provides that, where a new applicant is a PRC
issuer with other listed shares at the time of listing, this will normally mean that the portion
of H shares for which listing is sought that are held by the public, at the time of listing, must
(a) represent at least 10% of the issuer’s total number of issued shares in the class to which H
shares belong (excluding treasury shares); or (b) have an expected market value of not less than
HK$3,000,000,000.
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Our A Shares are listed on the Shenzhen Stock Exchange. Immediately upon completion
of the Global Offering, assuming that (i) 86,965,800 H Shares are issued pursuant to the Global
Offering; (ii) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised; and (iii) no other changes are made to the issued share capital of our Company or
treasury Shares from the Latest Practicable Date to the Listing, our H Shares to be issued in
connection with the Listing will represent 12.0% of our Company’s total issued Shares
immediately following the Global Offering and the expected market value of our Company
held by the public at the time of the Listing will be HK$5,774.5 million with respect to the
maximum Offer Price of HK$66.40 per Offer Share. As such, it is expected that the Company
will be in compliance with the public float requirements set forth under Rule 19A.13A of the
Listing Rules.
Satisfaction of the Free Float Requirement
Rule 19A.13C(2) of the Listing Rules provides that, where a new applicant is a PRC
issuer with other listed shares at the time of listing, this will normally mean that the portion
of H shares for which listing is sought that are held by the public and not subject to any
disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise),
at the time of listing, must: (a) represent at least 5% of the total number of issued shares in the
class to which H shares belong at the time of listing (excluding treasury shares), with an
expected market value at the time of listing of not less than HK$50,000,000; or (b) have an
expected market value at the time of listing of not less than HK$600,000,000.
Immediately upon completion of the Global Offering, assuming that (i) 86,965,800 H
Shares are issued pursuant to the Global Offering; (ii) the Offer Size Adjustment Option and
the Over-allotment Option are not exercised; and (iii) no other changes are made to the issued
share capital of our Company or treasury Shares from the Latest Practicable Date to the
Listing; and (iv) 43,396,600 H Shares are issued to the Cornerstone Investors pursuant to the
cornerstone investments set forth in “Cornerstone Investors” of this prospectus, our H Shares
to be issued in connection with the Listing will represent 12.0% of our Company’s total issued
Shares immediately following the Global Offering and the expected market value of our
Company held by the public and not subject to any disposal restrictions at the time of the
Listing will be HK$2,971.3 million with respect to the maximum Offer Price of HK$66.40 per
Offer Share. As such, it is expected that the Company will be in compliance with the free float
requirements.
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OUR SHAREHOLDING AND CORPORATE STRUCTURE
Shareholding and Corporate Structure Immediately before the Global Offering
The following chart depicts a simplified shareholding and corporate structure of our Group immediately before the completion of the Global
Offering, assuming that no changes are made to the total issued share capital of our Company since the Latest Practicable Date and up to the Listing:
Our Company
Tangshan Dajin(4)
Zhangwu Xiliujiazi
Hinggan League Dajin
Zhangwu Jinyin
Beijing Jinyin Panjin Dajin Yangjiang DajinPenglai Dajin Zhangjiakou Dajin Other subsidiaries(5)
100% 100%100%
100%
100%
100%
100% 100% 100% 100%
59.65%
Other A Shareholders
38.93%
Mr. Jin(1)(2)
100%
Jinyin Energy(2)
0.21%
Other Core
Connected Persons(2)(3)
1.21%
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Notes:
(1) Mr. Jin is our founder, an executive Director and the chairman of our Board.
(2) The Shares held by Mr. Jin, Jinyin Energy and other core connected persons will not be considered as part of the public float.
(3) Other core connected persons include Mr. SUN Xiaole, an executive Director and our general manager, who directly holds 1,359,819 Shares and Ms. SO NG Dan, the spouse
of our executive Director (LI Xin), who directly holds 4,700 Shares.
(4) As of the Latest Practicable Date, our Company indirectly held 100% of the equity interest in Tangshan Dajin through its direct wholly-owned subsi diary Ningbo Jinyin Heavy
Industry Technology Co., Ltd. (ʮ̡).
(5) As of the Latest Practicable Date, other subsidiaries included, in aggregate, 51 subsidiaries.
(6) The shareholding percentages above are subject to rounding adjustment.
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Shareholding and Corporate Structure upon Completion of the Global Offering
The following chart depicts a simplified shareholding and corporate structure of our Group immediately upon completion of the Global
Offering, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no changes are made to the total
issued share capital of our Company since the Latest Practicable Date and up to the Listing:Our Company
Tangshan Dajin(4)
Zhangwu Xiliujiazi
Hinggan League Dajin
Zhangwu Jinyin
Beijing Jinyin Panjin Dajin Yangjiang DajinZhangjiakou DajinPenglai Dajin Other subsidiaries(5)
100% 100% 100%
100%
100%
100%
100% 100% 100% 100%
Other A Shareholders
52.48%
H Shareholders(2)
12.00%34.26%1.07%
Mr. Jin(1)(2)
100%
Jinyin Energy(2)
0.19%
Other Core
Connected Persons(2)(3)
Notes: See the notes in “— Shareholding and Corporate Structure Immediately Before the Global Offering” above.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We are a globally leading provider of core offshore wind power equipment, deeply rooted
in the wind power industry with nearly two decades of dedicated experience. We offer
integrated solutions across production, transportation, and delivery of wind foundation to
major offshore wind developers worldwide. With a strategically forward-looking approach to
penetrate into the global deep-sea wind power sector, we focus on mainstream offshore wind
markets characterized by high technical standards, rigorous quality requirements, and
promising commercial potential. Our core operations span offshore wind power equipment
R&D and manufacturing, heavy marine transportation, ship design and construction, wind and
photovoltaic power generation, and wind marshalling port operations. We are dedicated to
implementing an effective transformation from a product supplier to an integrated solution
provider, delivering the “Dajin Solution” in support of the global transition to wind and
photovoltaic power.
We were listed on the Shenzhen Stock Exchange in 2010, becoming the first company
principally engaged in the wind tower and foundation business with its shares listed on China’s
A-share market and one of the pioneers participating in and witnessing the remarkable growth
of the wind power sector in China. Since our listing on the A-share market, we have
strategically pioneered our “overseas and offshore wind business strategy” (“ Շऎ኷ଫ”), have
consistently maintained disciplined strategic focus and execution over the past decades, and
have adhered to a core operational philosophy centered on risk mitigation, value-focused
growth, and high-quality development. Our offshore wind power equipment export business
expanded rapidly, resulting in a leading market share.
According to Frost & Sullivan, we are the largest offshore wind foundation provider in
Europe in terms of sales value of monopiles in the first half of 2025, with our market share
increasing from 18.5% in 2024 to 29.1% in the first half of 2025. For details, see “Industry
Overview — Overview of Wind Market in Europe — Competitive Landscape of Offshore Wind
Foundation Market in Europe.” In addition, based on the review of publicly disclosed filings
of certain competitors which are comparable to us in terms of products delivered, as of June
30, 2025, we are the only supplier in the Asia-Pacific region to achieve bulk delivery of
monopiles to Europe. According to the same source, we ranked fifth among wind tower
providers in the PRC in terms of sales value in the first half of 2025, with a market share of
2.4%, and ranked third with a market share of 4.4% in 2024. For details, see “Industry
Overview — Overview of Wind Market in the PRC — Competitive Landscape of Wind Tower
Market in the PRC.”
The chart below highlights a selection of our core achievements:
Global Leading Position Performance Growth3
Offshore Wind Power
Equipment R&D and
Manufacturing
Wind and Photovoltaic Power
 Business and
Sustainable Development
Heavy Marine
Transportation/Ship Design
and Construction
1st
Sales value of offshore wind foundation
in Europe
1
~RMB10 billion2
Overseas order backlog
63.3%
Revenue growth
132.8%
Net profit growth
74.5%
Revenue from overseas orders
RMB6,173.6 million
Revenue
RMB1,103.3 million
Net profit
Wind Marshalling Port
Operations
Core functions: material consolidation and
distribution + equipment assembly + logistics
and transportation + O&M
“Last-mile capabilities” for deep and far-sea
offshore wind power equipment services
One of the Globally Largest
Total production capacity of the wind power offshore engineering
base cluster reaching 700,000 tons
4
Only in Asia-Pacific
Supplier can achieve bulk delivery of monopiles to Europe
Globally Largest
Capacity to build extra-large and extra-heavy offshore monopiles
with a diameter of 16 meters
Establish a global R&D center for floating wind power
equipment technology
First in Asia-Pacific
Provide integrated services including manufacturing,
ocean transport and delivery for offshore wind power
equipment to Europe
Scarce in China
Production capacity of the specialized ship construction:
able to launch 6 specialized heavy-lift deck ships
annually
Specialized Fleet and Team
A fleet and team with rich experience in ocean transport
Globally First
Offshore wind foundation company with the SBTi
certification
Pioneers in Asia-Pacific
Company with EcoVadis Silver Medal
~1.5GW capacity for wind and photovoltaic power sites
500MW in operation and 950MW under development
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Notes:
1. According to Frost & Sullivan, we are the largest offshore wind foundation provider in terms of sales value of monopiles in the first
half of 2025 in Europe.
2. Representing our order backlog for overseas orders of wind power equipment as of December 31, 2025.
3. Representing revenue, net profit and percentage of revenue from overseas business in 2025, and the growth of revenue and net profit
compared to the same period in 2024.
4. Consisting of annual production capacity of 300,000 tons at the Shandong Penglai Offshore Facility and annual production capacity
of 400,000 tons at the Hebei Tangshan Caofeidian Deep and Far-sea Offshore Facility.
Our Products and Solutions
To meet the diverse and integrated needs of our customers, we have expanded our
products and services from offshore wind power equipment R&D and manufacturing to
gradually include heavy marine transportation, ship design and construction, wind marshalling
port operations, and actively deploy wind and photovoltaic power generation, gradually
evolving from a product supplier to an integrated solution provider. Our business segments are
structured to be operationally synergistic while maintaining the capacity for standalone
viability. They are designed to be mutually supportive, collectively forming our core
competitive strength. While no critical dependencies exist, the segments interact in a way that
enhances our overall value proposition: (i) wind and photovoltaic power generation operates
independently from our other business activities and has no material operational or financial
overlap, (ii) wind power equipment R&D and manufacturing is our core business segment. Its
capabilities are powerfully supplemented, but not dependent on, our other segments, and (iii)
heavy marine transportation, ship design and construction, wind marshalling port operations
function in a dual capacity, including enhancing our wind foundation delivery capabilities
while possessing the intrinsic capability to operate as independent businesses. This integration
allows us to offer end-to-end services (such as the DAP model) to our customers, a key
competitive advantage that few of our domestic peers can match.
R&D and Manufacturing of Wind Power Equipment
We mainly produce offshore wind power equipment, including monopiles, transition
pieces, jackets, floating foundations, and towers. In particular:
Floating
FoundationsJacketsMonopilesTransition PiecesTowers
Floating foundations are a
core structural solution in
deep and far-sea
engineering, particularly
widely used in applications
such as offshore wind
power and floating oil and
gas platforms.
Jackets serve as a critical
load-bearing component in
offshore engineering
applications. As offshore
wind power advances from
shallow to deeper waters,
jacket foundation
technology is evolving
toward greater lightweight
design, cost reduction, and
installation efficiency.
Monopiles are the most
commonly adopted type of
fixed-bottom foundation for
offshore wind power
projects. Constructed from
large-diameter steel tubular
sections, monopiles are
driven directly into the
seabed to provide stable
vertical support for both the
tower and the wind turbine.
Transition pieces are
intermediate structures
that connect monopiles
with towers in offshore
wind power projects.
Towers are key
load-bearing structures of
wind turbines, supporting
the nacelle and blades
while elevating them to
the designed height to
capture optimal wind
resources.
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Heavy Marine Transportation
We provide integrated solutions covering production, transportation, and final delivery of
our products. We have demonstrated an extensive global logistics network, strong project
management, and well-established risk control capabilities, demonstrated by exporting
offshore wind power equipment under the DAP model. The DAP model simplifies customer
supply chain management, strengthens customer retention, and enhances the added value of our
products. During the Track Record Period, our deliveries of wind foundation structures to
overseas markets were primarily conducted under the DAP model in terms of contract value.
During this period, we have gradually scaled up our marine transportation business and
successfully executed 16 full-process shipments. Leveraging the delivery of our products, we
have gradually developed a one-stop heavy marine engineering logistics solution with
expertise spanning ship R&D, transport planning, marine engineering design, and port
handling. During the Track Record Period, revenue generated from product delivery was
classified as a part of revenue from manufacturing and sales of wind power equipment. We
have not generated revenue from external shipping services. Leveraging our accumulated key
competencies and differentiated competitive advantages in specialized marine transportation,
we will actively expand into market-oriented specialized shipping services and continuously
explore high-value-added business opportunities.
Towers and Transition
Pieces
Wind Power
Jacket
Floating
Foundations
Monopiles
Ship Design and Construction
As an extension of our offshore wind power equipment manufacturing business, we have
independently designed suitable ships for the transportation of offshore wind power equipment,
leveraging our proven expertise regarding the “extra-large, extra-heavy, and ultra-wide” nature
of offshore wind power equipment, and addressing the growing industry demand for
specialized transport solutions. As of the Latest Practicable Date, we had built one
self-designed extra-large heavy deck ship, with four additional ships under construction. Our
first in-house developed, specialized heavy-lift transport ship commenced commercial
operation in February 2026. Our ships will support both our own operations and external
commercial projects, utilizing either our proprietary in-house ship designs or customer-
provided designs. During the Track Record Period, we did not generate revenue from ship
design and construction business.
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Wind and Photovoltaic Power Generation
Since 2020, we have strategically diversified along the value chain and expanded
downstream into wind and photovoltaic power generation business. We have constructed and
operated the 250MW Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power Project and
Tangshan Shilihai 250MW Aquaculture-PV Complementary Project — totaling 500MW of
installed capacity, all of which is grid-connected. Since commencing operations in 2023, these
facilities have supplied approximately 1.9 billion kWh of electricity to the grid and reduced
carbon dioxide emissions by an estimated 1,032,200 tons. In addition, we are currently
developing additional wind power sites with an expected capacity of 950MW in aggregate.
Wind Marshalling Port Operations
To enhance our local operational capabilities in key overseas markets, we have leveraged
our extensive experience in port operations to establish a presence in wind marshalling port
operation business. This business integrates four core functions — material consolidation and
distribution, equipment assembly, logistics and transportation, and operations and maintenance
services — to support the delivery of our integrated service solutions.
Our Customer Base
Our customers primarily comprise leading offshore wind power developers and wind
turbine manufacturers globally. In 2023, we refined our strategic focus from “overseas and
offshore wind business strategy” (“ Շऎ኷ଫ”) to a targeted “overseas offshore wind business
strategy” (“ อՇऎ኷ଫ”), sharpening our emphasis from developing overseas wind markets
and offshore wind projects to specialized offshore projects in overseas markets. We
continuously evolve our marketing strategies and iterate our products to align with mainstream
offshore wind markets characterized by high technical standards, rigorous quality
requirements, and promising commercial potential.
From 2023 to 2025, our overseas business expanded remarkably, with the proportion of
revenue from products delivered to overseas markets increased significantly from 39.6% to
74.5%, underscoring the success of our strategic shift and strong customer recognition. We
have served as the exclusive or one of the primary suppliers for multiple major global energy
developers, such as RWE and Ocean Winds, as well as globally well-known wind turbine
manufacturers such as Vestas. As of March 31, 2026, our order backlog for overseas orders of
wind power equipment reached RMB8,331.8 million, with the majority scheduled for delivery
over the next two years. These projects span multiple wind farm clusters across the North Sea
and Baltic Sea in Europe and involve high-specification production requirements and
specialized heavy transport services. In addition, we have secured a long-term capacity
reservation agreement with an overseas offshore wind customer, scheduling to 2030 and
covering 400,000 tonnes of dedicated production capacity. The first supply contract under this
agreement has been signed, with subsequent projects to be executed progressively.
The European offshore wind market is characterized by high entry barriers and substantial
commercial potential, and offshore wind power equipment in Europe serve as a primary driver
of our profitability. We have established a strong global brand reputation in the European
market and built a global strategic marketing framework based on our presence there. With
offices in Europe, Japan, and South Korea, we have built a sales and marketing network
covering key development regions for offshore wind sector, providing a foundation for our
further expansion into emerging markets such as Australia and Southeast Asia.
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Our Manufacturing Capabilities
Global production capacity for high-specification, heavy offshore equipment is limited.
We have strategically developed a cluster of three major offshore manufacturing facilities
within the Bohai Rim region, including the Shandong Penglai Offshore Facility, the Hebei
Tangshan Caofeidian Offshore Facility, and the Liaoning Panjin Shipbuilding Facility. These
facilities form an industry-leading, highly specialized and complementary manufacturing
cluster in the wind power equipment market, supported by dedicated deep-sea heavy-load
berths, enabling us to offer a full range of industry-leading offshore wind foundation products
to the world, particularly for Europe near-shore, deep and far-sea projects.
We leverage our globally proven manufacturing process and standard as well as quality
control system, and deliver products such as monopiles, with precision, quality, and scale that
fully comply with European requirements. As of the Latest Practicable Date, our Shandong
Penglai Offshore Facility has supplied over 200 units of monopiles to the European market
with a multi-year record of zero quality disputes regarding manufacturing of extra-large
monopiles — demonstrating world-class manufacturing capability. We are constructing our
self-designed heavy-lift transport ships in our Liaoning Panjin Shipbuilding Facility, and plan
to develop a proprietary fleet of extra-large transport ships of varying tonnages.
Our Financial Performance
We have consistently maintained disciplined strategic focus and execution, dedicating
more resources to exploring overseas markets with promising commercial potential. In 2023,
2024 and 2025, our revenue from products delivered to overseas markets reached RMB1,714.7
million, RMB1,733.0 million and RMB4,597.0 million, accounting for 39.6%, 45.9% and
74.5% of total revenue, respectively. Benefiting from the growth and increasing proportion of
overseas revenue, our profitability has continued to improve, with net profit showing an overall
upward trend. During the same periods, our net profit was RMB425.2 million, RMB473.9
million and RMB1,103.3 million, respectively, and our net profit margin also increased from
9.8% to 12.5% and 17.9%, respectively.
Supported by the continuous expansion of high-quality overseas project deliveries, we
have maintained solid cash flow. In 2023, 2024 and 2025, net cash generated from operating
activities amounted to RMB774.1 million, RMB1,035.3 million and RMB1,144.3 million,
respectively.
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425.2 473.9
1,103.3
2023 2024 2025
CAGR 61.1%
YoY growth 132.8%
Revenue from overseas operations (RMB in million) Net profit (RMB in million)
Net profit margin Net cashflow from operating activities (RMB in million)
CAGR 63.7%
YoY growth 165.3%
1,714.7 1,733.0
4,597.0
2023 2024 2025
774.1
1,035.3
1,144.3
2023 2024 2025
CAGR 21.6%
YoY increase 10.5%
9.8%
12.5%
17.9%
2023 2024 2025
OUR STRENGTHS
Evolving from a Globally Well-known Supplier of Offshore Wind Power Equipment to an
Integrated Solution Provider with First-Mover Advantages under a Strategic Vision
As a pioneer in China’s wind power industry and a key participant in the global industry,
we have strategically advanced our capabilities over nearly two decades of rapid growth. Our
journey has been marked by a substantial strategic evolution from manufacturing onshore wind
steel structures to offshore wind foundations, and from being a wind foundation manufacturer
to a DAP provider. Driven by disciplined strategic focus and execution, we have continuously
iterated our production capacity, customer base, product offerings, and business model. This
has allowed us to build a formidable first-mover advantage and accelerate our transformation
from a globally well-known supplier of offshore wind power equipment into a fully integrated
solution provider.
In 2009, we commenced the construction of our Shandong Penglai Offshore Facility
adhering to stringent European offshore engineering standards. As of the Latest Practicable
Date, this facility was capable of mass production and supply of extra-large offshore monopiles
to the European market, and was one of the largest monopile manufacturing facility in terms
of capacity. In addition, its superior natural conditions, including a vast site area and deep-sea,
heavy-load berths, form the bedrock of our first-mover advantage in production capacity. Our
Hebei Tangshan Caofeidian Deep-sea Offshore Facility and Liaoning Panjin Shipbuilding
Facility are poised to further solidify our capacity advantage.
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We secured qualified supplier certification from leading global wind turbine
manufacturers such as Vestas since 2015 and from a major global energy developer since 2020.
Our market penetration accelerated when we were awarded our first European monopile project
in 2022 and commenced large-scale, high-quality deliveries of offshore wind power equipment
to Europe in 2023. Through years of close collaboration with globally well-known customers,
we have continuously refined marketing systems, upgraded technology and processes,
improved quality control, and optimized transportation design. This has resulted in a consistent
pipeline of overseas project orders, establishing our first-mover advantage in customer
resources. According to Frost & Sullivan, we are the largest offshore wind foundation provider
in Europe in terms of sales value of monopiles in the first half of 2025, with our market share
increasing from 18.5% in 2024 to 29.1% in the first half of 2025. To date, we have secured
repeat orders from several overseas customers for multiple projects, demonstrating their
confidence in and recognition of our integrated solutions. Our order backlog for wind power
equipment increased from RMB9,641.9 million as of December 31, 2023 to RMB10,376.4
million as of December 31, 2025, primarily reflecting the ramp-up of overseas offshore
foundation structure projects.
Targeting the deep and far-sea wind power markets, we established a global business
center for floating wind power equipment in Europe in 2024. We are collaborating with
globally well-known floating foundation design firms to co-develop next-generation floating
foundation products, and to provide an integrated solution that encompasses
“production-transportation-assembly-delivery,” enabling energy developers to reduce costs and
achieve scalable mass production. Through this proactive positioning in floating wind power
equipment industry, we intend to maintain our first-mover advantage in new product
development.
Leveraging the core technologies and project experience accumulated in the offshore
wind power equipment sector, we are progressively transitioning from a product supplier to an
integrated solution provider, thereby securing a competitive advantage in our business model.
We have expanded into integrated associated services, including heavy marine transportation,
ship design and construction, and overseas wind power marshalling port operations. We
established our shipping division in 2023 and adopted the Delivered at Place (DAP) model in
addition to the Free on Board (FOB) model for certain overseas project deliveries in 2024.
During the Track Record Period, our deliveries of wind foundation structures to overseas
markets were primarily conducted under the DAP model in terms of contract value. Under this
model, we provide a one-stop service from production to final delivery to the customer’s
destination port, offering a more value-added solution. Driven by our proven ability to meet
high technical requirements and a successful transition to the DAP model which further
strengthened our capacity to secure more demanding and higher-margin orders, our overseas
business has not only expanded continuously but also achieved a substantial increase in gross
profit margin, which surged from 27.2% in 2023 to 33.9% in 2025. Furthermore, we
commenced the construction of the Liaoning Panjin Shipbuilding Facility in 2023, and our
self-built, heavy-lift specialized ship for offshore engineering is expected to further reduce
transportation costs while enhancing delivery reliability and flexibility and expanding our
service portfolio. We have also secured commercial shipbuilding orders, which has earned us
recognition from international shipowners.
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Capacity Barriers Supported by One of the World’s Largest Offshore Foundation
Manufacturing Cluster and Leading Export Infrastructure
The manufacturing and logistics of heavy-lift offshore equipment require substantial port
infrastructure, adjacent production facilities, and storage space. According to Frost & Sullivan,
the European market is shifting toward larger and more reliable foundation designs, increasing
demands on suppliers in terms of production scale, port capabilities, technical expertise, and
integrated solutions. While the capacity growth of native European manufacturers is
constrained by limitations on land and port resources, as well as a shortage of skilled labor,
they are struggling to meet escalating market demand effectively. In contrast, Chinese
manufacturers that have met Europe’s high technical standards are positioned to capitalize on
this gap. Leveraging their stable production capacity, well-established manufacturing
capabilities, strong delivery efficiency, and accumulating project experience, Chinese
manufacturers like us are able to secure high-value orders and continuously expand their
business scope.
We have established three well-equipped offshore bases in the Bohai Rim Economic
Circle, located in Penglai, Tangshan and Panjin. These are strategically integrated to provide
capabilities across traditional foundation production, innovative deep and far-sea floating
foundation production, offshore heavy-lift specialized shipbuilding, and export loading
operations. Equipped with high-standard processes, these facilities are designed to meet the
demands of large-scale and mega-projects. We have formed the world’s largest cluster of
offshore wind power equipment bases, with each of our major bases has a clear positioning and
complementary functions, creating synergies that enhance high-quality production capacity.
All bases are capable of independently executing GW-scale projects and can coordinate
production and scheduling across locations in line with customer delivery timelines, ensuring
execution continuity and reliability.
Our Shandong Penglai Offshore Facility is an offshore wind foundation manufacturing
facility and wind marshalling port with the largest standalone capacity in Asia. It commenced
operations since 2012, spans 570,000 square meters. Through multiple technical upgrades over
the past decade, it boasts an annual capacity of 300,000 tons. It is equipped with two
100,000-ton heavy-duty berths and one 35,000-ton recessed berth. The Shandong Penglai
Offshore Facility primarily manufactures offshore towers and monopiles associated with 10 to
15 MW wind turbines.
Our Hebei Tangshan Caofeidian Deep and Far-sea Offshore Facility is the world’s first
super factory for deep-sea equipment to commence construction. It covers 900,000 square
meters with a planned annual capacity of 400,000 tons. It will be equipped with a 3,000-ton
crane and the world’s first fully indoor production line for extra-large segments for offshore
wind power equipment, featuring core equipment sourced from Europe or developed in-house.
The Hebei Tangshan Caofeidian Offshore Facility will specialize in ultra-heavy extra-large
monopiles, extra-large jackets, and floating foundations. It is planned to include four
50,000-ton heavy-duty berths and will support 15 to 25 MW wind turbines, positioning it to
meet global demand for next-generation offshore wind products over the next decade. The
Hebei Tangshan Caofeidian Offshore Facility commenced production of its first offshore
engineering project for export in December 2025.
Our Liaoning Panjin Shipbuilding Facility is dedicated to constructing large-scale,
specialized transport ships for oil, gas and offshore engineering applications. With an annual
launch capacity of six heavy-lift deck ships (each with 40,000-60,000 deadweight tonnage
(“DWT”)), this facility will provide critical production support for our global logistics
network. We design the first ship model with a beam of approximately 51 meters, a length of
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approximately 240 meters, a deadweight capacity of over 40,000 tons, and design the second
ship model with a beam of approximately 61 meters, a length of approximately 245 meters, a
deadweight capacity of approximately 60,000 tons, enabling them to effectively meet the
demands of transporting ultra-heavy and extra-large equipment over long distances.
From our origins in facilities for monopiles to our expansion into facilities for deep and
far-sea equipment, and from a single site to the world’s largest cluster of offshore engineering
facilities, we have achieved one of the global largest capacity which adhering to European
offshore engineering standards. Our Shandong Penglai Offshore Facility and Hebei Tangshan
Caofeidian Deep and Far-sea Offshore Facility in aggregate boast an annual capacity of
700,000 tons. According to Frost & Sullivan, only a few peers in this market are equipped with
annual capacity of over 500,000 tons. We have established the capability to produce extra-large
monopiles with diameters up to 16 meters, greater than the industry average of around 12.5
meters according to Frost & Sullivan, and a full range of industry-leading offshore foundation
products. Furthermore, we have accumulated solid experience in loading and transportation for
heavy-lift equipment and are constructing our specialized ships, which laid a solid foundation
for developing deeps-sea floating wind foundations and further expanding our overseas
business. Our capabilities including our production capacity, access to premium deep-sea ports,
100,000-ton level berth resources, and heavy-lift transport capabilities have created us a
distinct and defensible competitive advantage in serving global leading customers.
Forging a Unique Competitive Advantage Through a Dual-Engine Growth Model of
Specialized Transport and Shipbuilding
According to Frost & Sullivan, heavy marine transportation capability is a core
competitive factor influencing both cost and delivery efficiency throughout the production and
operation of an offshore wind project. Globally, the limited supply of specialized heavy-lift
transport ships continues to drive freight rates upward. At the same time, the large size and
weight of key components such as foundations and towers impose extreme demands on port
infrastructure and loading schedules.
To strengthen our integrated competitiveness, we have upgraded our delivery model for
exported offshore wind power equipment, transitioning from the traditional FOB model to the
DAP model. We have evolved from participating only in the manufacturing stage — where
energy developers engage third parties for load-out, transport, and delivery — to providing
end-to-end services from manufacturing through final delivery. Leveraging in-house expertise
and coordination capabilities, we offer energy developers a seamless solution covering ship
scheduling, loading, transportation, and delivery — gradually establishing a heavy marine
logistics system with core competencies in ship R&D, transport planning, marine engineering
design, and port operations. This integrated approach has improved the profitability of our
overseas projects and created a unique competitive advantage rooted in our control over
manufacturing costs, transportation costs, and project delivery schedules. The Thor Offshore
Wind Farm project in Denmark was our first overseas delivery under the DAP model. Its
successful execution validated the feasibility and future potential of this approach. We continue
to leverage the advantages of DAP delivery and adopt such model for the majority of our
deliveries of wind foundation structures to overseas markets during the Track Record Period,
such as the Nordseecluster A monopile project in Germany. As a result, the gross profit margin
of our manufacturing and sales of wind power equipment demonstrated a consistent upward
trend throughout the Track Record Period, increasing from 20.5% in 2023 to 25.9% in 2024,
and further to 29.0% in 2025. For details, see “Financial Information — Description of Certain
Consolidated Statements of Profit or Loss and Other Comprehensive Income Items — Gross
Profit and Gross Profit Margin.”
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Leveraging our years of expertise in the offshore wind sector and our in-depth
understanding regarding the “extra-large, extra-heavy, and ultra-wide” nature of offshore wind
power equipment, and addressing the growing industry demand for specialized transport
solutions, we had built one self-designed extra-large heavy deck ship, with four additional
ships under construction as of the Latest Practicable Date. Looking ahead, we will strategically
balance our resource allocation between building ships for our own fleet and constructing them
for the commercial orders, based on market conditions and our production capacity. Our
self-owned fleet of specialized transport ships will release us from the constraints of transport
availability and scheduling in the external shipping market. This allows us to independently
manage our transportation plans, guarantee on-time delivery, reduce transportation costs and
provide higher added value to our customers. Furthermore, in the first half of 2026 we have
entered into shipbuilding contracts with three customers in Norway, Greece and Netherlands,
pursuant to which we will design, construct and deliver a total of ten 211,000 DWT bulk
carriers and two 25,000 DWT heavy lift ships, with an aggregate contract values of
approximately RMB6,171 million, a successful validation of our design and construction
capabilities by an international shipowner.
Industry-Leading Quality Control and R&D Capabilities Ensuring High-Standard
Delivery for Export Projects
Europe is the world’s earliest pioneer in the global offshore wind market, having
commenced development nearly two decades ahead of other countries and regions. European
offshore wind technology, stemming from its marine engineering heritage, represents the
global cutting edge in offshore engineering, with systematic construction standards that also
lead those of other nations and regions. According to Frost & Sullivan, Europe, as one of the
world’s most mature offshore wind markets, imposes extremely stringent technical
requirements on foundation structures, including design standards, structural strength, fatigue
life, corrosion resistance, and marine suitability. Moreover, European customers demand strict
adherence to quality standards and on-time delivery. Superior quality control and technical
R&D capabilities have been key to our successful establishment and growth in the high-end
European offshore foundation market.
In quality assurance, we have established stringent standards and implemented rigorous
control systems across supplier management, new product development, process control, and
after-sales service. We hold international certifications from institutions including the British
Standards Institution (BSI), Japanese Industrial Standards (JIS), and Det Norske Veritas
(DNV). We thoroughly analyze customer requirements for quality, warranty, and service,
integrating them into our quality assurance system. We have set and implemented annual
QHSE management objectives across all business sectors and functions, covering operational
levels and production processes. Our quality evaluation mechanism ensures every offshore
product meets stringent standards. Since our first delivery to Europe and throughout our track
record, we have maintained zero material customer complaints, zero product recalls, zero
lost-time incidents, and a 100% customer satisfaction rate for all export projects.
We have established three core technological systems, including precision control,
welding technology, and anti-corrosion treatment, ensuring our products consistently meet
international standards. Through collaboration with major European energy developers, we
have gained deep insight into European industry needs, enabling breakthroughs in high-
complexity processes such as TP-less designs and monopiles with diameter exceeding 16
meters. We have mastered precision machining of flanges and complex components,
longitudinal and circumferential welding of thick plates, and efficient anti-corrosion treatment,
achieving high-standard batch production and delivery.
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A stable and highly skilled workforce is another core competitive element in the high-end
European market. As of December 31, 2025, we have over a hundred skilled technicians with
more than 15 years of experience, including numerous expert welders holding international
certifications, guaranteeing high-quality products and efficient project execution.
We also maintain a substantial professional R&D team and an extensive patent portfolio,
forming a solid technological barrier. As of June 30, 2025, we had 348 professional R&D
personnel, higher than the industry average of 157 according to Frost & Sullivan. Such team
forms the core human resource foundation for our technology-driven development. We held
around 200 patents as of the same date, higher than the industry average of 138 according to
Frost & Sullivan, which establishes a virtuous cycle of R&D investment, technological
achievement, and industrial application. This model, supported by professional R&D personnel
and scaled patent barriers, ensures that we can proactively respond to industry trends toward
larger and deep-sea projects, creating a formidable technological moat that serves as a key
engine for maintaining product leadership and securing high-value orders globally.
Comprehensive ESG Development System Driving the Transition to Wind and
Photovoltaic Power
We view ESG initiatives as critical to building our core competitiveness, and have
incorporated carbon neutrality and sustainable development goals into our corporate strategy,
ESG performance is a top priority for European energy developers. We were among the first
in China’s wind power industry to proactively respond to the requirements of leading European
wind power developers. We have established a structured ESG governance framework with a
dedicated Strategy and Sustainability Committee and an ESG reporting mechanism at the
Board level. We continuously enhance our ESG performance management, conduct regular
employee training, supplier training, and communication with peers to incorporate
sustainability principles into our daily operations and decision-making. Furthermore, through
technological innovation, management optimization, and supply chain collaboration, we are
committed to reducing emissions, contributing to the global energy transition and a green,
low-carbon society.
Our ESG initiatives have earned broad international recognition.We have received an
EcoVadis Silver Medal and have obtained multiple certifications, including Quality
Management, Occupational Health and Safety, Environmental Management, Energy
Management, Sustainable Procurement Compliance, and Anti-Bribery Management. In the
Carbon Disclosure Project (CDP) ratings, we achieved a “B” rating for our climate change
disclosures and a “B-” rating for our water security disclosure. We also actively participate in
sustainability audits by European customers and have successfully passed various ESG
evaluations by leading international energy developers, showcasing our sustainable
competitiveness in the global supply chain.
In production, we focus on key processes such as edge preparation, welding, and painting,
continuously optimizing techniques and processes, enhancing our energy efficiency, and
promoting green electricity use to reduce the utilization of raw materials and energy. While our
GHG emission intensity temporarily rose to 13.31 tons of carbon dioxide equivalent/revenue
in RMB1 million in 2023 due to a product mix adjustment, our focused initiatives in
technological enhancement and clean energy utilization have driven a continuous reduction
since then. The GHG emission intensity subsequently fell to 13.13 in 2024 and further to 8.63
in 2025, demonstrating our effective management of environmental footprints. In 2025, the
proportion of green electricity usage in our Shandong Penglai Offshore Facility, one of our
most important manufacturing facilities, reached approximately 55%, which lays a foundation
for Science-Based carbon reduction targets and demonstrates our proactive approach to the
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“Dual Carbon” goals. Furthermore, this facility became the first in the global offshore wind
foundation structure industry to have its targets validated by the Science Based Targets
initiative (SBTi), with a commitment to achieve net-zero emissions across its value chain by
2050.
Regarding our supply chain, steel is a key raw material in the wind power industry, and
its low-carbon attributes directly determine the emission reduction efficiency of the entire
value chain. To advance the low-carbon transition of our supply chain, we established a Green
Steel Coordination Committee and a Green Steel Task Force in 2024. We have entered into
strategic cooperation framework agreements with leading domestic steel mills to engage in
deep, multi-dimensional collaboration focused on optimizing steel plate production processes,
reducing carbon footprints, and advancing green steel technology R&D. Through these efforts,
we are committed to driving the low-carbon transformation of our upstream suppliers,
deepening the decarbonization pathway of the global industrial chain, and continuing to
provide the global wind power industry with high-quality, low-carbon steel solutions from
China.
In the application of clean energy, we are advancing the development and construction of
our own wind and photovoltaic power sites, progressively increasing the share of green
electricity utilized to lower our operational carbon emissions. These efforts also support
society’s transition to low-carbon development, contributing further momentum to global clean
energy progress.
Through these systematic practices, we are enhancing our own sustainability performance
while setting an example for the offshore wind power industry, reinforcing our leadership in
driving the low-carbon energy transformation and global sustainable development.
Visionary Management Team and Internationally Competitive Talent Structure
Our management team possesses profound industry knowledge, acute market insight, and
strong organizational capabilities. Our founder, Mr. JIN Xin, is a visionary and long-term
oriented leader with over 20 years of experience in the steel structure industry. He has
consistently made strategic decisions ahead of key industry inflection points, guiding our
Company to continuously explore new markets and products through a focus on “doing the
difficult yet right things.” Under his leadership, our Group has evolved into a globally
recognized benchmark in China’s wind core equipment manufacturing, achieving a successful
transition from a domestic supplier to an international player.
Since 2018, we have built a local European service team. Through external recruitment
and internal training, we have established a high-caliber management team with international
perspective, achieving a localization rate of over 90% within our European team to closely
match the needs of European energy developers. We are strengthening business and
management teams in other overseas regions to support our global strategy. We have also set
up a Global Floating Wind Business Center to capture opportunities from industry and product
transformation. Our highly skilled production workforce provides strong assurance for
high-quality and efficient product delivery.
The majority of our core management members have technical backgrounds and extensive
experience, possessing keen sensitivity to technology and product iteration. We believe the
professional knowledge, foresight, and dedication of our management team are crucial to our
success and will continue to drive future growth. Under their leadership, and supported by our
first-mover advantages, high-standard service capabilities, and strong R&D prowess, we are
confident in maintaining our market position while exploring new growth opportunities.
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OUR GROWTH STRATEGIES
We will drive development across all business segments by emphasizing our core
strategic focus, enhancing three key capabilities and constructing three future business pillars.
Evolving from a foundation manufacturer to a global integrated provider in offshore wind
market, we are committed to becoming a pioneer in global deep and far-sea wind power
development. Looking ahead, we will continue to deepen our full-chain capabilities, advance
our global layout, and provide customers worldwide with more efficient, economical, and safer
deep-sea wind power solutions centered on floating wind technology industrialization and
delivered through integrated services, aiding the exploration into the deep blue and co-
development of a clean, sustainable future. According to Frost & Sullivan, as accessible
near-shore resources become increasingly limited, the development of offshore wind is
accelerating into deep and far-sea areas. From a mid- to long-term perspective, close to 80%
of the world’s offshore wind resource potential is in deep-sea areas. Compared to fixed-bottom
structures, floating structures offer greater adaptability to varying water depths and provide
more flexible deployment, enabling large-scale application across a wider range of locations.
Our Core Strategic Focus
We focus on mainstream offshore wind markets characterized by high technical standards,
rigorous quality requirements, and promising commercial potential — primarily in Europe,
with expansion into emerging high-value regions such as Japan, South Korea, and Australia.
We aim to address industry pain points in deep-sea development, including high costs of
floating foundations, low delivery efficiency, and challenges in multi-party coordination. With
a mission to provide end-to-end customer services, we synergize the entire value chain
covering R&D, procurement, manufacturing, transport, marshalling, assembly, installation,
delivery, and maintenance — to deliver integrated foundation structure solutions for the
deep-sea wind industry.
Through full-chain integration, we solve persistent customer challenges related to cost
optimization, delivery cycle control, and multi-supplier coordination, truly achieving end-to-
end service. By fostering collaboration among industry participants to upgrade from standalone
products to integrated solutions, we enhance overall efficiency. Leveraging full-chain cost
optimization, we aim to accelerate the commercialization of deep-sea wind power, supporting
the global clean energy transition.
Our Three Key Capabilities
We will continuously strengthen three key capabilities, covering design of technological
innovation, global operations, and sustainable development, which will ensure the
implementation of our core strategy and solidify competitive barriers.
Technological innovation is a core competitiveness supporting our business development.
We will continue to focus on breakthroughs and process optimization in the design and
manufacturing of large wind foundation, covering key areas such as core technology R&D,
high-standard process application, and technology transfer. As offshore wind moves into
deeper waters and larger size, the industry demands higher structural stability, material
durability, and manufacturing precision for floating foundations, necessitating continuous
innovation to break through bottlenecks and create differentiated advantages. We will increase
R&D efforts in large-size structure design, specialized material application, marine corrosion
protection, and intelligent manufacturing, promoting a transition from traditional to smart, lean
processes, optimizing production flows, enhancing precision and efficiency, and reducing
energy consumption and costs, achieving synergy between technical advancement and cost
control.
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Global operational capability is key to expanding overseas markets and building a global
business network, encompassing overseas market insight, multinational resource integration,
and localized operation management. In market expansion, we will progress from key regional
breakthroughs to a global network layout, gradually expanding from Europe to other key
markets such as Japan, South Korea, and Australia, forming an overseas operational network
supported by marshalling ports and regional services to enhance market penetration. We will
consolidate global supply chains, technological resources, and talent to enhance resource
integration, establishing a synergistic model of global R&D coupled with domestic
manufacturing and overseas assembly. In localization, we will transition from product exports
to exports of technology, services, and ecosystem co-development, deepening local talent
cultivation, supply chain development, and partnerships to improve adaptation to local
markets.
Sustainable development capability is essential for long-term, high-quality growth. We
will focus on three major dimensions: environmental friendliness, social responsibility, and
corporate governance optimization, integrating sustainability concepts into all business
operations. We aim to balance economic, environmental, and social responsibilities, achieving
synergistic development with society and the environment. We will conduct corporate carbon
footprint accounting to build a low-carbon operational system, identify key emission links,
introduce clean energy, transform energy supply systems, promote green logistics, and adopt
energy-efficient ships. In marine ecological protection, we will conduct prudent ecological
impact assessments for offshore projects. In ESG performance, we will benchmark against
international rating standards, optimize ESG-related indicators, establish an ESG information
management system for real-time collection and analysis of ESG data, and enhance our
corporate ESG rating.
Our Three Future Business Pillars
We believe three pillars including floating wind foundation design and manufacturing,
integrated marine logistics services, and local ecosystem and port services, will form our main
future growth curves.
Floating wind foundation design and manufacturing will become our next core business
and primary pillar. Focused on floating foundation production, we plan to provide critical
equipment support for deep-sea wind development. We intend to build the smart production
line for extra-large floating foundations, promoting the industry’s transition from project
customization to “productization, production-line manufacturing, and serialization,” advancing
floating wind power development and energy transformation globally.
We will focus on the niche of large-size offshore equipment transport, building
specialized service capabilities to become a leading domestic marine logistics provider and
expand internationally. With three ship types designed and launched by us suitable for
transportation of extra-large and extra-heavy offshore equipment, we gradually commence the
commercial operations for a fleet of specialized ships since 2026. Establishing our own
transport fleet will reduce costs, guarantee delivery, and open new growth opportunities.
We plan to advance our European localization strategy, comprising one overseas
manufacturing facility and over three marshalling ports. We are currently actively conducting
site selection and evaluation for the European assembly base. Establishing localized
manufacturing facilities and marshalling ports in Europe will enhance response efficiency by
being closer to customers, address cost and timeliness challenges associated with transoceanic
transport of extra-large equipment, and lay a solid foundation for a global service system.
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GLOBAL FOOTPRINT AND INTERNATIONAL VISION
China and Europe represent the two largest regional markets for offshore wind power
globally. Leveraging our extensive experience and successful track record in the Chinese
market, we commenced our expansion into the European offshore wind market in 2019 and
have since established solid partnerships with industry leaders in Europe. By virtue of our
overall strength and unique competitiveness, we have positioned ourselves as a globally
leading provider of core offshore wind power equipment and cultivated strong brand
recognition internationally. Our products have been exported to over 30 countries and regions,
including the UK, Germany, France, Denmark, Spain, Norway, Poland, Japan, South Korea,
Vietnam, Australia, Italy, Chile, Finland, India, and Canada, among others. We have earned an
excellent industry reputation through our high-quality products and service. The following
image sets forth our accumulated secured orders, including the geographical location, product
type, and quantity (in sets), as of December 31, 2025.
MONOPILE
OFFSHORE TOWERS
ONSHORE TOWERS
TRANSITION PIECES
QTY:29
ETHIOPIA
QTY:17
SOUTH AFRICA
QTY:50
EGYPT
AF
QTY:2
TURKEY
QTY:36
QTY:28
VIETNAM
QTY:14
LAOS
QTY:4
SOUTH KOREA
QTY:15
JORDAN
QTY:56
INDIA
QTY:174
JAPAN
QTY:180
PAKISTAN
QTY:27
THAILAND
QTY:46
THE PHILIPPINES
AS
QTY:127
AUSTRALIA
QTY:41
NEW ZEALAND
OA
QTY:227
CANADA
QTY:32
DOMINICA
QTY:15
EL SALV ADOR
QTY:16
MEXICO
NA
QTY:125
ARGENTINA
QTY:17
BRAZIL
QTY:265
CHILE
QTY:90
COLOMBIA
QTY:11
PANAMA
QTY:57
PERU
SA
QTY:102
QTY:178
QTY:84
 QTY:79
UK
Q
QTY:131
QTY:112
QTY:27
QTY:27
GERMANY
QTY:61
QTY:6
FRANCE
QTY:36
DENMARK
QTY:32
FINLAND
QTY:6
GREECE
QTY:20
SWEDEN
QTY:27
ITALY
 QTY:23
MONTENEGRO
QTY:13
NETHERLANDS
QTY:72
NORW AY
QTY:45
ROMANIA
QTY:15
BULGARIA
QTY:25
SERBIA
POLAND
EU
QTY:22
AUSTRIA
QTY represents quantity in sets*
Q
The following table sets forth a breakdown of our revenue by geographical location at
which the goods are delivered for the years indicated:
For the year ended December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
Chinese Mainland /H1118/H11182,610,430 60.4% 2,046,617 54.1% 1,576,512 25.5%
Outside Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H11181,714,652 39.6% 1,733,034 45.9% 4,597,038 74.5%
– Europe /H1118/H1118/H1118/H1118/H1118/H1118/H11181,201,202 27.8% 1,539,557 40.7% 4,248,152 68.8%
– Germany /H1118/H1118/H1118/H1118– – – – 2,522,917 40.9%
– Denmark /H1118/H1118/H1118/H1118– – 559,318 14.8% 872,290 14.1%
– United
Kingdom /H1118/H1118/H1118/H11181,150,604 26.6% 231,758 6.1% 720,139 11.7%
– France /H1118/H1118/H1118/H1118/H1118/H1118– – 668,957 17.7% – –
– Others /H1118/H1118/H1118/H1118/H111850,598 1.2% 79,524 2.1% 132,806 2.1%
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For the year ended December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
– Asia (excluding
Chinese
Mainland) /H1118/H1118/H1118/H1118/H1118148,940 3.4% 106,905 2.8% 143,972 2.3%
– Others
(1) /H1118/H1118/H1118/H1118/H1118/H1118364,510 8.4% 86,572 2.3% 204,914 3.3%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Note:
(1) Mainly include Canada, New Zealand, Chile, Egypt, Argentina and Brazil.
According to Frost Sullivan, as of June 30, 2025, we are the only supplier in the
Asia-Pacific region to achieve bulk deliveries of monopiles to Europe. We have an established
track record in the European market, having successfully completed the supplier qualification
review process of nearly all major European offshore wind power developers, and have become
the exclusive or one of the primary suppliers for multiple projects. As of December 31, 2025,
we have deployed a dedicated sales team of experienced professionals in key European markets
to closely align with the procurement needs of major customers in the region.
As of the Latest Practicable Date, we had obtained ratings or certifications from a number
of internationally recognized ESG rating agencies, including the SBTi certification, the
EcoVadis Silver Medal certification, the “B” and “B-” ratings from the CDP in respect of
climate change and water, respectively, and we had also become a corporate member of
Responsible Steel. The aforementioned ratings and certifications carry high international
credibility, with stringent review processes and elevated admission thresholds. For instance, to
obtain SBTi certificate, enterprises are required to conduct a comprehensive assessment of
greenhouse gas emissions, establish a base year, and formulate an emissions reduction roadmap
in line with SBTi requirements, with the approval period typically ranging from four months
to two years. Our forward-looking approach in proactively pursuing and successfully obtaining
these certifications not only fulfills the stringent sustainability requirements of overseas
customers but also sets a benchmark within the industry, establishing sustainable competitive
advantages and market barriers.
Building on our success in Europe, we are actively expanding into emerging offshore
wind markets such as Japan, South Korea, Southeast Asia, and Australia to further increase our
global market share in offshore wind power. We are building our dedicated commercial and
management teams in other overseas regions to support the effective execution of our global
expansion strategy.
Denmark, Germany, the United Kingdom and France are the only four foreign countries
that each accounted for more than 5% of our total revenue in any single year during the Track
Record Period, which indicates that changes in the political and economic environment of any
single foreign country would not have a material adverse effect on our business. However, the
sustainability of our international operations are subject to various legal, regulatory, political
and economic risks beyond our control. For details, see “Risk Factors — Risks Relating to Our
Industry and Business — Our expansion into international markets may be adversely affected
by legal, regulatory, political and economic risks.”
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Transfer Pricing Arrangement
During the Track Record Period, we mainly engaged in intra-group transactions among
our entities in Chinese Mainland and Poland, namely (i) procurement and sales of wind power
equipment among the Company, Penglai Dajin, Hinggan League Dajin, Zhangjiakou Dajin and
Yangjiang Dajin; (ii) Beijing Jinyin’s sales of renewable energy products to Tangshan
Caofeidian District Jinrui Energy Co., Ltd. (“ JR Energy ”) and Tangshan Caofeidian District
Jinhong Energy Co., Ltd (“ JH Energy ”); (iii) management service fees charged by Beijing
Jinyin to Zhangwu Xiliujiazi, JR Energy and JH Energy; and (iv) DAJIN HEA VY INDUSTRY
POLAND SPÓŁKA Z OGRANICZON Ą ODPOWIEDZIALNO ŚCIĄ’s involvement in project
coordination activities for Penglai Dajin.
Under the transfer pricing laws and regulations of Chinese Mainland and Organisation for
Economic Co-operation and Development (“ OECD”) Transfer Pricing Guidelines, related-
party transactions are subject to scrutiny by the relevant tax authorities, and the relevant
transfer pricing arrangements must generally comply with the arm’s length principle. After
assessing our transfer pricing arrangements during the Track Record Period, our Directors, as
advised by our independent transfer pricing consultant, are of the view that our transfer pricing
transactions and arrangements thereunder were generally consistent with the arm’s length
principle from Chinese Mainland and OECD Transfer Pricing perspectives.
During the Track Record Period and up to the Latest Practicable Date, we were not
subject to any inquiry, audit, investigation, or challenge by tax authorities in connection with
these intra-group transactions.
OUR PRODUCTS AND SOLUTIONS
During the Track Record Period, we primarily focused on the R&D, manufacturing and
sales of offshore and onshore wind power equipment, including monopiles, transition pieces,
and towers, which serve as core components of wind turbine systems. We are now actively
expanding our business in jacket foundations and floating foundations, with established
production lines and manufacturing capabilities. We have developed in-house shipbuilding
capabilities and have started to secure external shipbuilding orders. Leveraging our self-
constructed ships, we are proactively expanding into global logistics and transportation
services, possessing independent shipping management expertise. In the second half of 2024,
we have commenced offering DAP solutions that integrate manufacturing and transportation,
enabling more effective cost control and enhancing our ability to provide end-to-end solutions
to customers. In addition, since 2023, we have started generating revenue from wind and
photovoltaic power generation, and gradually secured approvals for several new projects,
which we expect will contribute to a continuous increase of our installed capacity of wind and
photovoltaic power sites in the foreseeable future. Moreover, we also generate revenue from
other business, primarily including the revenue generated from sales of scrap steels and
provision of terminal services in our ports and docks.
The table below sets forth our revenue by our business segments and their percentage of
our total revenue for the years indicated:
For the year ended December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
Manufacturing and
sales of wind
power equipment /H11184,146,031 95.9% 3,510,733 92.9% 5,865,638 95.0%
– Foundation
structures
(1) /H1118/H1118/H11181,339,546 31.0% 1,274,481 33.7% 3,338,198 54.1%
– Towers /H1118/H1118/H1118/H1118/H1118/H1118/H11182,806,485 64.9% 2,236,252 59.2% 2,527,440 40.9%
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For the year ended December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
Wind and
photovoltaic
power generation 131,615 3.0% 215,782 5.7% 251,114 4.1%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,436 1.1% 53,136 1.4% 56,798 0.9%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Note:
(1) Mainly include monopiles and transition pieces.
Wind Power Equipment
The following diagram sets forth our typical business operational flow from order
acquisition to product delivery:
Supplier
T date
Overseas: T+1~2 months
Domestic: T+0.5 month
T+3~12 months
T+15~23 months T+19~26 months
Overseas: T+15~21 months
Domestics: T+3~12 months DAP: T+21~28 months
FOB: T+17~23 months
Domestic: T+3~12 months
Overseas: 5~7 years
Domestic: 1~6 years
Overseas: T+8~10 months
Domestic: T+2 months
Overseas: T+10~20 months
Domestic: T+3~12 months
Transportation
team
Shipping team
On-site service
team
Contract
signing
Loading
products
Receipt
confirmation
After-sales
service
Material
procurement
Production and
manufacturing
Project
initiation
Transportation
Transportation*
Arrival at port
NDT inspector
Transportation
team
DAP
FOB
Domestic orders
Notes:
* We are only responsible for such service if explicitly included in the contracts with our customers.
1. Gray circles represent third-party services.
2. Under the DAP model, we provide added value to customers through arranging transportation and
arrival at port. During product delivery at the destination port, we provide management and inspection
personnel, while the third-party on-site service team provides associated supporting services. For details
of comparative analysis of the DAP versus FOB models, see “— Heavy Marine Transportation” below.
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3. The “project initiation” serves as a decision-making point to organize and confirm procurement
arrangements and delivery details, ensuring product compliance and alignment with customer
requirements, subject to a management-level veto mechanism for subsequent progress. At each stage, we
maintain close communication with the customer and proceed with the next steps only after obtaining
the customer’s written confirmation.
4. To ensure the timely and reliable delivery of our products, we have established a structured project
management methodology supported by company-wide procedures and escalation controls. Pursuant to
our internal Project Plan Management Regulation and Project Management Control Procedure , baseline
schedules covering the entire execution process, from procurement and production to inspection,
shipment and final delivery, are formulated after contract signing. Project progress is tracked through
daily, weekly and monthly reports. In case of any delay, the project team will promptly analyze the
causes and implement catch-up measures. If the delay is not resolved promptly, the escalation procedure
under our Major Matters Management and Reporting Procedures will be activated for management
intervention. Through this multi-tier monitoring and control mechanism, we aim to maintain effective
oversight of project implementation and ensure that all projects are completed and delivered on
schedule.
5. All primary steel structure products — including monopiles, jackets, and the core structures of floating
foundations — are and will be manufactured in China. For floating foundations, we expect to employ
two delivery models: (i) shipping segments to our European assembly base for final assembly; or (ii)
completing full fabrication at our facility in China and transporting the finished unit to Europe. Under
the second model, our European assembly base may still undertake limited installation of ancillary
components. All assembly work described above is performed by us. For details of our planned
European assembly base, see “Future Plans and Use of Proceeds.”
Key Metrics
The following table sets forth the breakdown of sales volume and average selling price
(“ASP”) of our wind power equipment by product category and by geographical region at
which the goods are delivered for the years indicated:
For the year ended December 31,
2023 2024 2025
Sales
Volume ASP
Sales
Volume ASP
Sales
Volume ASP
Tons
RMB in
thousand
per ton Tons
RMB in
thousand
per ton Tons
RMB in
thousand
per ton
By Product Category:
Foundation
structures (1) /H1118/H1118/H1118/H1118/H1118/H1118145,003 9.24 69,278 18.40 111,124 23.01
Towers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118362,933 7.73 317,887 7.03 326,499 7.74
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,936 8.16 387,165 9.07 437,623 11.62
By Region:
Chinese Mainland /H1118/H1118/H1118359,241 6.77 265,904 6.69 207,446 6.12
Outside Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,695 11.53 121,261 14.29 230,177 16.58
– Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,630 12.43 98,412 15.64 183,564 18.89
– Asia (excluding
Chinese
Mainland) /H1118/H1118/H1118/H1118/H1118/H111814,016 10.63 10,790 9.91 17,859 8.06
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,049 9.58 12,059 7.18 28,754 7.13
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,936 8.16 387,165 9.07 437,623 11.62
Note:
(1) Mainly include monopiles and transition pieces.
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Our sales volume of foundation structures decreased from 2023 to 2024. This decrease
was not due to a reduction in demand but rather our enhanced capability to undertake more
overseas orders for foundation structures with higher technical requirements and greater
profitability. The production of these technically complex products, such as TP-less monopiles,
requires more production hours per ton compared to standard structures. Consequently, this
resulted in a lower total production volume and sales volume (measured in tons) for the period.
Our sales volume of foundation structures increased from 2024 to 2025, driven by our
continued growth in securing contracts from overseas customers. The ASP of our foundation
structures generally increased throughout the Track Record Period as we began providing wind
marshalling port operation services to customers, reflecting our successful strategy of
undertaking orders with higher technical requirements and greater profitability. In particular,
the ASP of our foundation structures increased significantly in 2024 and 2025 as we started to
adopt the DAP model since the second half of 2024. Under the DAP model, our service offering
expands beyond manufacturing to include the arrangement of international transportation. By
providing this value-added logistical service, the scope of our contracts is larger, leading to
higher revenue per order and, consequently, an increase in the ASP.
The sales volume and ASP of our towers decreased from 2023 to 2024, primarily because
the towers we manufactured and sold during the Track Record Period were primarily onshore
towers. As part of our strategic shift to the “overseas offshore wind business strategy” (“ อՇ
ऎ኷ଫ”), we deliberately changed our business focus from onshore to offshore projects.
Consequently, this re-prioritization led to a reduction in both the manufacturing and sales of
our towers. The sales volume and ASP of our towers increased from 2024 to 2025, primarily
because we had more overseas orders for tower products which generally had higher selling
price.
Our overseas sales primarily focus on Europe, the other dominant global offshore wind
market besides Chinese Mainland. Our orders in Europe primarily consist of foundation
structures, which are mainly monopiles and a limited number of transition pieces.
Consequently, the trends for sales volume and ASP in Europe are largely in line with the overall
trends for our foundation structures.
As of March 31, 2026, our order backlog for overseas orders of wind power equipment
reached RMB8,331.8 million, with the majority scheduled for delivery over the next two years.
The order backlog is calculated based on the total contract value of projects as set out in the
contracts signed with customers (excluding value-added tax). The following table sets forth the
movements of our order backlog for wind power equipment as of the dates or for the years
indicated:
As of/for the year ended December 31,
2023 2024 2025
(RMB’000, except for percentage)
Opening balance at beginning of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,845,839 9,641,925 9,764,506
New contracts awarded (including
variations) during the year (1) /H1118/H1118/H1118/H1118/H1118/H1118/H11188,942,117 3,633,314 6,477,553
Revenue recognized during the year /H1118/H1118/H11184,146,031 3,510,733 5,865,638
Closing balance at the end of the year /H1118/H11189,641,925 9,764,506 10,376,421
Conversion rate (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830.1% 26.4% 36.1%
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Notes:
(1) Represents the total value of new contracts secured during the respective period. During the Track
Record Period, there were no cancelled orders by customers except for limited ones in 2025 due to the
overall construction plan of the wind power farms. During the same period, order adjustments were
insignificant, typically relating to, among others, minor needs for additional products.
(2) The conversion rate represents the proportion of revenue recognized during the year to the sum of the
opening backlog and new contracts awarded.
The following table sets forth the breakdown of order backlog for wind power equipment
by product category and by geographical region at which the goods are delivered as of the dates
indicated:
As of December 31,
2023 2024 2025
RMB’000
%o f
total RMB’000
%o f
total RMB’000
%o f
total
By Product Category:
Foundation
structures (1) /H1118/H1118/H1118/H1118/H1118/H11186,930,908 71.9% 6,939,040 71.1% 8,613,891 83.0%
Towers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,711,017 28.1% 2,825,466 28.9% 1,762,530 17.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,641,925 100.0% 9,764,506 100.0% 10,376,421 100.0%
By Region:
Outside Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,263,167 85.7% 8,621,244 88.3% 9,882,279 95.2%
Germany /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,767,614 49.4% 5,131,122 52.5% 4,917,964 47.4%
U.K. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,242,791 12.9% 2,410,186 24.7% 3,267,488 31.5%
Poland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 0.0% – 0.0% 1,466,954 14.1%
Denmark /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,431,608 14.8% 872,290 8.9% – 0.0%
France /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118668,957 6.9% – 0.0% – 0.0%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,197 1.6% 207,646 2.1% 229,873 2.2%
Chinese Mainland /H1118/H11181,378,758 14.3% 1,143,262 11.7% 494,142 4.8%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,641,925 100.0% 9,764,506 100.0% 10,376,421 100.0%
Notes:
(1) Mainly include monopiles and transition pieces. As our jackets and floating foundations have not yet
been commercialized, there were no outstanding orders for these products as of each year-end.
(2) The figures above represent amounts excluding value-added tax.
Our order backlog for wind power equipment increased from RMB9,641.9 million as of
December 31, 2023 to RMB10,376.4 million as of December 31, 2025, primarily reflecting the
ramp-up of overseas offshore foundation structure projects. The fulfillment period for our
contracts varies based on product complexity and delivery model. Contracts for tower products
typically have a fulfillment period of up to two years. In contrast, contracts for monopile
products have a longer duration, generally are within three years, particularly for those
delivered under the DAP model where we define contract completion as the delivery of
products to the destination port. The decrease in our conversion rate of order backlog for wind
power equipment from 2023 to 2024 was primarily attributable to the substantial volume of
new contracts awarded in 2023. These contracts were characterized by a higher proportion of
overseas orders for foundation structure products, which typically have longer execution cycles
and are delivered under the DAP model, resulting in a later recognition of revenue. Our order
backlog for overseas orders of wind power equipment decreased to RMB8,331.8 million as of
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March 31, 2026, primarily as a result of the progressive conversion of existing backlog into
recognized revenue in line with project delivery schedules during the first quarter of 2026. We
continue to actively pursue new order opportunities and participate in ongoing tenders and
bidding processes.
During the Track Record Period, the average project size of our foundation structure
projects (including monopiles and transition pieces) amounted to approximately RMB2,072
million, RMB639 million and RMB1,020 million in 2023, 2024 and 2025, respectively, while
the average project size of our tower projects amounted to approximately RMB49 million,
RMB42 million and RMB41 million in 2023, 2024 and 2025, respectively. As our contracts
with customers are customized based on individual customer requirements, project sizes vary
across different periods depending on the specific demands and specifications of each project.
In 2023, the average size of new contracts for our foundation structures was notably higher
than in other years, driven by the award of an exclusive supply contract for a large-volume
order of over 100 monopiles based on the customer’s needs.
Key Products
We develop tailored solutions based on customer-defined technical specifications and
functional requirements proposed by customers, such as structural foundations and connection
components, while incorporating trends in the offshore wind power industry. Through multiple
rounds technical exchanges, we work closely with our customers to define customized
solutions. The wind power equipment development process is tailored to each project and
varies with project complexity. It begins with our in-house technical team employing modern
tools and technologies, including simulation modelling and structural analysis, to create
customized design proposals. Preliminary design schemes are submitted to our customers for
review and subsequently optimized based on feedback. Upon customer confirmation of the
design, we proceed to manufacture prototype samples and conduct necessary functional tests
to validate performance. The final design is confirmed by the customer and serves as the basis
for mass production.
The following diagram illustrates the interrelationships among major offshore wind
power equipment products, among which we are able to provide foundation structures,
including monopiles, transition pieces, jacket foundations, and floating foundations, as well as
towers:
Transition
Piece
Tower
NacelleBlade
Transition
Piece Transition
Piece
Monopile
Floating
Foundation Jacket
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We possess professional marine engineering expertise and extensive experience in
delivering overseas offshore projects. Equipped with modern production facilities and
leading-edge manufacturing processes, we are capable of providing customers with integrated
service, including pre-assembly, painting, non-destructive testing, and loading prior to project
delivery. Our products comply with European norms and standards and are widely recognized
in the international offshore wind market. Our monopiles, transition pieces and towers are
certified to comply with leading international standards and have obtained third-party
certifications, such as from DNV and ISO (International Organization for Standardization).
Monopiles
Monopiles are the most commonly adopted and technologically mature type of fixed-
bottom foundation for offshore wind power projects. Constructed from large-diameter steel
tubular sections, monopiles are driven directly into the seabed to provide stable vertical
support for both the tower and the wind turbine. This foundation product is particularly suited
for shallow waters with depths of up to approximately 50 meters, and has been widely deployed
in near-shore areas of China as well as in the North Sea and the Baltic Sea in Europe.
In recent years, we have steadily expanded our offshore wind power equipment with steel
structure to include the manufacturing of monopiles and other foundation products. We have
established large-scale manufacturing capabilities for these products and have successfully
fulfilled orders for multiple projects. We commenced the batch deliveries of monopiles in
2023.
Set out below are the typical specifications of our monopiles:
 Diameter: 8 to 16 meters;
 Length: 70 to 130 meters;
 Weight: 1,300 to 3,000 tons;
 Plate thickness: 60 to 150 mm; and
 Lead time: 5 to 6 months.
Transition Pieces
Transition pieces are intermediate structures that connect monopiles to towers in offshore
wind power projects. Typically constructed with external and internal platforms, a boat landing
system, cable interfaces and other ancillary components, transition pieces facilitate the safe
installation and operation of offshore wind turbines. They are generally deployed together with
monopiles and are applicable to all monopile foundation projects adopting a transition piece
design.
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Leveraging our extensive expertise in steel structure design and manufacturing, we
possess the capability to produce and deliver fully integrated transition pieces, including all
ancillary structures. We have continuously enhanced our manufacturing processes and quality
control protocols to improve product reliability and delivery performance, thereby supporting
our customers’ structural integration requirements in offshore wind power projects.
Set out below are the typical specifications of our transition pieces:
 Diameter: 6.5 to 8.5 meters;
 Length: 20 to 35 meters;
 Weight: 300 to 600 tons; and
 Lead time: 5 to 6 months.
Towers
Towers are key load-bearing structures of wind turbines, supporting the nacelle and
blades while elevating them to the designed height to capture optimal wind resources. They
incorporate internal components such as cable trays, ladders, platforms and interfaces for
power distribution equipment. As a leading supplier in the wind power industry, we have
extensive experience providing tower components to leading wind turbine manufacturers such
as SGRE, Vestas, GE, Goldwind, Envision Energy, and Ming Yang Smart Energy. According
to Frost & Sullivan, we were the first company in China to supply towers for offshore wind
turbine models manufactured by SGRE, and for offshore wind turbine models with capacity
over 12MW per unit manufactured by GE. Our offshore towers are widely deployed in turbines
with capacities ranging from 8MW to 20MW.
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We possess strong manufacturing capabilities for both onshore and offshore wind turbine
towers, enabling us to meet diverse requirements in dimensions, anti-corrosion coating, and
structural strength. As wind turbines continue to trend toward larger capacities, we have
consistently enhanced our manufacturing automation and product adaptability to accommodate
evolving technical specifications.
The general specifications for our offshore and onshore towers are as follows:
 Diameter: 7 to 9 meters for offshore towers and 4 to 6 meters for onshore towers;
 Length: 25 to 50 meters for offshore towers and 15 to 30 meters for onshore towers;
 Weight per set: 600 to 1,000 tons for offshore towers and 300 to 500 tons for onshore
towers; and
 Lead time: 3 to 4 months per set for offshore and onshore towers.
Jackets
Jackets serve as a critical load-bearing component in offshore engineering applications,
encompassing offshore oil and gas exploration, offshore wind power generation, as well as
acting as auxiliary support structures for other marine projects such as offshore substations,
ocean observation platforms, and cross-sea bridge piers. Jackets are securely connected to the
seabed through pile legs, providing stable support for offshore facilities including oil and gas
production platforms and wind power turbine units. Jackets effectively transfer the weight of
the superstructure to the seabed and resist environmental forces such as waves, currents, wind,
and seismic activity. Currently, offshore wind power jackets predominantly feature three or
four-legged foundation types, either piled or suction-bucket based, and are designed for water
depths ranging from 40 to 80 meters in continental shelf regions, such as the Bohai Bay, East
China Sea, South China Sea, as well as the North Sea and Baltic Sea in Europe. As offshore
wind power advances from shallow to deeper waters, jacket foundation technology is evolving
toward lighter designs, cost reduction, and installation efficiency.
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We are able to maintain highly standardized processes and a seamless workflow in the
production of jackets. In addition, by implementing a segmented flow manufacturing approach
for the transition piece, upper jacket, and lower jacket, combined with efficient gantry crane
assembly techniques, we effectively reduce manufacturing lead times and enhance delivery
capacity. Leveraging our strong manufacturing expertise and experience in large-scale steel
structure fabrication, we design and will produce jacket foundation products that comply with
stringent international standards in structural engineering and welding, including those
established by ISO. During the Track Record Period, we did not generate revenue from jacket
products. As of the Latest Practicable Date, we were actively engaged in bidding processes for
multiple overseas projects involving jacket products.
Set out below are the typical specifications of our jackets:
 Height: 70 to 120 meters;
 Weight: 2,000 to 4,000 tons; and
 Lead time: 7 to 8 months.
Floating Foundations
Floating foundations are a core structural solution in deep and far-sea engineering, widely
used, particularly in applications such as offshore wind power and floating oil and gas
platforms. Unlike fixed-bottom foundations such as jackets or monopiles, floating foundations
utilize buoyancy to support superstructures including wind turbine generators and oil and gas
production modules, and are secured in place via mooring systems — comprising chains, steel
wires, or synthetic fiber cables connected to seabed anchors — without the need for direct rigid
connection to the seabed. This design enables deployment in water depths exceeding 50 meters
and even 1,000 meters, making it suitable for deep-sea regions such as the North Sea in Europe,
the Mediterranean in Southern Europe, and certain maritime areas in East Asia. As a
next-generation solution for offshore wind power, floating foundations enable the expansion of
offshore wind development into deeper water environments without traditional bottom-fixed
structures, thereby harnessing stronger and more consistent wind resources.
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During the Track Record Period, we did not generate revenue from floating foundation
products. As of the Latest Practicable Date, we were actively engaged in bidding processes for
multiple overseas projects involving floating foundation products.
We are actively expanding into the floating wind sector, participating in the
manufacturing of structural components for multiple demonstration projects. In September
2024, we entered into a strategic partnership with BlueFloat Energy, a global leader in floating
wind farm development, to jointly build a sustainable floating wind supply chain. Leveraging
our extensive expertise in large-scale, complex steel structures, we are now focused on
developing floating foundations and exploring next-generation offshore wind solutions.
Set out below are the typical specifications of our floating foundations:
 Diameter span: can exceed 50 meters per set, depending on modular design;
 Foundation weight: over 3,000 tons; and
 Lead time: 9 to 11 months.
Our engineering services include structural design, strength analysis, and integrated
mooring system solutions. This allows us to offer a full suite of engineering support tailored
to the unique requirements of floating foundations. To execute these projects, we have invested
in modern and specialized manufacturing infrastructure, including a dedicated production
facility for floating foundations in Tangshan, China, which features an expansive indoor
factory setting. This controlled environment ensures high-quality construction while mitigating
the impact of adverse weather, resulting in enhanced manufacturing efficiency and quality
control. Additionally, our own fleet of large transport ships will enable us to provide a seamless
integrated solution for our customers. By streamlining project interfaces and logistics, we
improve overall reliability and reduce the risks and costs associated with the supply chain.
Case Study
Our export volume and delivery scope for overseas offshore projects to Europe have
recorded a notable increase since 2023. Our representative projects include the Moray West
monopile/transition piece/tower project in the U.K., the NOY monopile project in France, the
Thor monopile project in Denmark, and the Nordseecluster A monopile project in Germany. All
batches of these products were delivered on time and with quality assurance. The products we
delivered have received praise and awards from customers. For the TP-less monopile project
built by us for the Thor offshore wind farm project in Denmark, we achieved nearly 800,000
man-hours with zero LTI, for which the customer issued a relevant certification, reflecting our
commitment to safe production, high-quality delivery, and team collaboration.
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Moray West Offshore Wind Farm (U.K.) NOY Offshore Wind Farm (France)
We supplied all key structural components,
including monopiles, transition pieces, and
offshore towers, for the Moray West offshore
wind farm in Scotland, with a total supply
volume of approximately 110,000 tons. The
monopiles and transition pieces were fully
delivered in 2023, followed by the completion
and delivery of offshore towers in 2024.
In 2024, we completed the full delivery of 61
monopiles for the NOY offshore wind farm in
France. This marked our first exclusive
supply contract in the European offshore wind
market.
Thor Offshore Wind Farm (Denmark) Nordseecluster Offshore Wind Project
Cluster (Germany)
The Thor offshore wind farm marked our first
overseas offshore project under which we
were responsible for the transportation. The
project successfully transitioned from FOB to
DAP delivery terms, with all 36 monopiles
fully delivered in the first quarter of 2025.
We are the sole supplier for TP-less monopiles
and associated components for Germany’s
Nordseecluster offshore wind project cluster.
Manufacturing for Nordseecluster A project
commenced in 2024, with delivery of the trial
section completed in the same year. In August
2025, we successfully completed the
manufacturing and trans-oceanic
transportation of 45 extra-large TP-less
monopiles for Phase A of the project.
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In recent years, we have further upgraded our manufacturing technology and processes at
our manufacturing facilities and port operations, and have also established an overseas
transportation management system, successfully transitioning from the manufacturer of
offshore wind power equipment to an integrated solution provider covering manufacturing,
shipping and delivery. For details of our business operational flow from order acquisition to
product delivery, see “— Wind Power Equipment” above. This has laid a solid foundation for
us to further expand our overseas business scope, boost our market share, and strengthen our
international competitiveness. For example, we entered into a contract for a project in Germany
in the second half of 2023, which exemplifies our ability to deliver a seamless and integrated
solution for our international customers. After our process and design plan was approved, we
made centralized production planning and capacity scheduling to ensure on-time production
and delivery. In the first three quarters of 2025, we managed the international transportation
of the finished products under the DAP model in six batches. Upon their arrival at the
customer’s designated port, we coordinated on-site logistics, including inspection, defect
rectification, and handover procedures, and facilitated the completion of the customer’s
taking-over documentation.
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The following table sets forth the details of our top 10 projects by revenue recognized for each year during the Track Record Period.
2023
Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
1 /H1118/H1118/H1118/H1118Project 1 Customer 1 975,377 975,377 2022 1-2 Foundation
structures
Overseas order, covering
production and
transportation to the port
designated by the customer
Completed
2 /H1118/H1118/H1118/H1118Project 2 Customer 2 301,764 815,521 2019 3-4 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
3 /H1118/H1118/H1118/H1118Project 3 Customer 3 175,227 175,227 2022 1 Foundation
structures
Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
4 /H1118/H1118/H1118/H1118Project 4 Customer 4 148,999 148,999 2023 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
5 /H1118/H1118/H1118/H1118Project 5 Customer 5 134,076 134,437 2023 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
6 /H1118/H1118/H1118/H1118Project 6 Customer 6 104,119 104,119 2022 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
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Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
7 /H1118/H1118/H1118/H1118Project 7 Customer 7 97,159 97,159 2022 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
8 /H1118/H1118/H1118/H1118Project 8 Customer 8 88,719 88,719 2023 1 Towers Domestic order, covering
production
Completed
9 /H1118/H1118/H1118/H1118Project 9 Customer 9 84,485 84,485 2022 1 Foundation
structures
Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
10 /H1118/H1118/H1118Project 10 Customer 6 79,523 79,523 2023 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
2024
Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
1 /H1118/H1118/H1118/H1118Project 11 Customer 10 657,549 657,549 2022 1-2 Foundation
structures
Overseas order, covering
production and
transportation to the port
designated by the customer
Completed
2 /H1118/H1118/H1118/H1118Project 12 Customer 11 559,318 1,431,608 2023 2-3 Foundation
structures
Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
BUSINESS
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Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
3 /H1118/H1118/H1118/H1118Project 13 Customer 12 264,418 268,668 2024 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
4 /H1118/H1118/H1118/H1118Project 14 Customer 13 137,369 137,369 2023 1-2 Towers Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
5 /H1118/H1118/H1118/H1118Project 15 Customer 14 132,405 132,405 2022 2-3 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
6 /H1118/H1118/H1118/H1118Project 16 Customer 15 98,338 98,338 2023 1-2 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
7 /H1118/H1118/H1118/H1118Project 17 Customer 13 94,037 405,530 2023 1-2 Towers Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
8 /H1118/H1118/H1118/H1118Project 18 Customer 16 86,623 102,443 2023 1-2 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
9 /H1118/H1118/H1118/H1118Project 19 Customer 17 67,710 67,710 2024 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
10 /H1118/H1118/H1118Project 20 Customer 18 61,112 61,112 2024 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
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2025
Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
1 /H1118/H1118/H1118/H1118Project 21 Customer 19 2,159,409 2,159,409 2023 1-2 Foundation
structures
Overseas order, covering
production and
transportation to the port
designated by the customer
Completed
2 /H1118/H1118/H1118/H1118Project 12 Customer 11 872,290 1,431,608 2023 2-3 Foundation
structures
Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
3 /H1118/H1118/H1118/H1118Project 22 Customer 20 363,508 363,508 2024 1-2 Foundation
structures
Overseas order, covering
production and
transportation to the port
designated by the customer
Completed
4 /H1118/H1118/H1118/H1118Project 17 Customer 13 311,493 405,530 2023 1-2 Towers Overseas order, covering
production and
transportation to the port
designated by the customer
Completed
5 /H1118/H1118/H1118/H1118Project 23 Customer 21 263,582 699,540 2022 3-4 Towers Overseas order, covering
production and
transportation to the port
designated by the customer
To be delivered
in batch as
scheduled and
expected to be
completed in
2026
6 /H1118/H1118/H1118/H1118Project 24 Customer 22 146,645 146,645 2025 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
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Ranking Project Project Company
Revenue
Recognized
During the
Y ear
Contract
Value
(Excluding
Tax)
Time of
Signing
Project
Duration
(Y ear) Products Our Work Scope
Status as of
December 31, 2025
(RMB’000) (RMB’000)
7 /H1118/H1118/H1118/H1118Project 25 Customer 13 145,064 483,782 2024 1-2 Towers Overseas order, covering
production and
transportation to the place
designated by the customer
To be delivered
in batch as
scheduled and
expected to be
completed in
2026
8 /H1118/H1118/H1118/H1118Project 26 Customer 8 127,979 134,073 2025 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
9 /H1118/H1118/H1118/H1118Project 27 Customer 23 92,901 92,901 2025 1 Towers Overseas order, covering
production and
transportation to the place
designated by the customer
Completed
10 /H1118/H1118/H1118Project 28 Customer 8 88,470 88,470 2025 1 Towers Domestic order, covering
production and domestic
transportation to the place
designated by the customer
Completed
Notes:
(1) Customer 1 refers to a project company established for a wind farm project in the United Kingdom, sponsored by an international offshore wind devel opment company
headquartered in Spain, and a company headquartered in Lithuania, primarily focusing on electricity distribution networks.
(2) Customer 2 refers to an affiliate of a Chinese energy company, specializing in the development, construction and operation of wind power and solar energy projects.
(3) Customer 3 refers to an affiliate of a Chinese unlisted company, specializing in the manufacturing and sale of offshore wind power foundation stru ctures, and providing integrated
solutions for offshore energy projects.
(4) Customer 4 refers to a Chinese listed company, specializing in the development and operation of clean energy, research and development and manufa cturing of high-end
equipment, as well as engineering and technical services.
(5) Customer 5 refers to a Chinese listed company, specializing in global clean energy equipment and services.
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(6) Customer 6 refers to a Chinese listed company, specializing in smart design of wind turbine generators, wind resource assessment, and digitalize d investment and development
of wind farms.
(7) Customer 7 refers to an affiliate of a Chinese listed company, specializing in the manufacturing, sales and technical services of high-end offsho re wind power equipment
components.
(8) Customer 8 refers to a Chinese listed company, specializing in the production, sales, development and application of large-scale wind turbine ge nerators.
(9) Customer 9 refers to an affiliate of a Chinese infrastructure company, specializing in undertaking infrastructure projects.
(10) Customer 10 refers to a French electric utilities company, specializing in the production of electricity using wind power.
(11) Customer 11 refers to an affiliate of a Germany-listed energy group, specializing in electricity, gas, steam and air conditioning supply. Custo mer 11 and Customer 19 are
ultimately controlled by the same customer.
(12) Customer 12 refers to an affiliate of a Chinese energy group, specializing in new energy equipment manufacturing and wind power generation techn ology services.
(13) Customer 13 refers to an affiliate of a Germany-listed energy group, specializing in the design, manufacturing, installation, and operation an d maintenance of onshore and
offshore wind turbines.
(14) Customer 14 refers to an affiliate of a Chinese unlisted company, specializing in the development and operation of hydropower, wind and solar pro jects.
(15) Customer 15 refers to an affiliate of a Chinese engineering company, specializing in survey, design, consulting, project management and EPC con tracting for power, new energy,
nuclear energy and infrastructure projects.
(16) Customer 16 refers to an affiliate of a Chinese unlisted company, specializing in material procurement services and supply chain integrated ser vices.
(17) Customer 17 refers to an affiliate of a Chinese industrial company, specializing in design and manufacturing of wind turbines, intelligent oper ation and maintenance of wind
farms, wind resource assessment, wind farm investment and development and smart energy solutions. Customer 17 is ultimately controlled by Customer 6.
(18) Customer 18 refers to a Chinese unlisted company, specializing in power supply, new energy equipment sales and wind-solar technical services.
(19) Customer 19 refers to an affiliate of a Germany-listed energy group, specializing in the production of electricity and the generation of hydroel ectric, solar and wind power.
Customer 11 and Customer 19 are ultimately controlled by the same customer.
(20) Customer 20 refers to a Spain-based company specializing in the manufacturing of offshore foundation products.
(21) Customer 21 refers to a French affiliate of a NYSE-listed company, specializing in the manufacturing of miscellaneous electrical machinery and equipment.
(22) Customer 22 refers to a Chinese unlisted company, specializing in investment, research and development, sales and technical services related t o wind power equipment and
projects.
(23) Customer 23 refers to an affiliate of a Chinese listed company, specializing in the production, sales, development and application of large-sca le wind power turbine generators.
Customer 23 is ultimately controlled by Customer 8.
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Ship Design and Construction
According to Frost & Sullivan, the wind power industry is experiencing rapid growth in
turbine size, which in turn drives demand for larger and more complex foundations. However,
the global supply of specialized heavy-lift ships capable of supporting such foundations
remains highly limited. In response to this market dynamic, we commenced our ship design and
construction business in 2024 to address the equipment requirements for offshore wind
installation and transportation, as well as to capture external market opportunities. Our ship
design and construction business (including third-party commercial shipbuilding and the
related fleet operation activities) is positioned as a standalone, long-term core business
segment of our Group, rather than a short-term or opportunistic arrangement, and has been
incorporated into our medium- and long-term strategic development plan. With respect to
management and team configuration, we have established a dedicated ship business division
within our Group. We have set up dedicated professional teams covering ship design and R&D,
construction, marketing and sales, and fleet operation, and have implemented business
decision-making, project control, supply chain and risk control systems for our ship design and
construction business under our Group’s management framework. During the Track Record
Period, we did not generate revenue from ship design and construction business.
We are developing our own shipbuilding facility at the Liaoning Panjin Shipbuilding
Facility to build a specialized transportation fleet and establish an integrated logistics system
for wind power industry. This initiative is intended to position us as an integrated provider for
both the production and transportation of wind power equipment. Separately, we plan to
construct an assembly base in Europe, which will focus on the assembly and fabrication of
mainstream offshore wind foundation products, including monopiles, jackets, and floating
foundations, while maintaining most of the preliminary production of components in Mainland
China. The European assembly base is not intended to undertake ship design or construction
activities, and therefore there is no overlap in business scope between the two initiatives. That
said, we expect to achieve operational synergies between the two initiatives. Specifically, by
leveraging the port resources of the European assembly base, we can provide berthing and
maintenance support for our ships as needed in the future. Our ships will support both our own
operations and external commercial projects, utilizing either our proprietary in-house ship
designs or customer-provided designs. In particular, (i) ships retained for our own use will
support our logistics operations both within and outside Europe; (ii) ships may be sold to
third-party customers, thereby generating additional revenue streams; and (iii) ships can be
deployed to transport certain components from our existing production facilities in Mainland
China to Europe. The rationale for establishing a local assembly base in Europe, rather than
shipping fully assembled products directly from our production facilities in Mainland China,
is twofold. First, our foundation products, particularly floating foundations, are characterized
by a higher degree of standardization per unit, larger deck area occupancy and greater
transportation difficulty and cost compared to other products. Disassembling these products
into components for shipment and reassembling them locally is more cost-efficient than
transporting fully assembled units, thereby reducing overall logistics costs. Second, the port
and berth facilities at the European assembly base can serve as storage and logistics support
hubs, facilitating the staging and handling of components and equipment for our offshore wind
projects in the region. During the Track Record Period, we independently designed and
developed several ship types, including 40,000-ton deck carriers, 60,000-ton deck carriers, and
24,000-ton roll-on/roll-off and lift-on/lift-off multi-purpose carriers. Ships designed by us are
able to meet self-unloading requirements at multiple European ports and accommodate the
transportation of diverse cargo types. These ships are primarily intended for the transportation
of wind power components, such as towers, monopiles, transition pieces, wind turbines, blades,
jackets and floating foundations, to port destinations.
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The specialized ships currently under construction offer the following key advantages: (i)
high deck load capacity, addressing deck strength requirements for the vertical shipment of
extra-heavy monopiles and large offshore towers, thereby meeting the requirements for various
cargo loading conditions; (ii) an extra-long and extra-wide deck, enabling the transportation of
more units or larger-diameter monopiles per voyage, thereby reducing total shipment expenses;
(iii) a modern ballast system equipped with higher-capacity ballast pumps, allowing for faster
load adjustments while minimizing port tidal range restrictions during loading and unloading
operations; and (iv) a twin-propeller and twin-rudder configuration, providing sufficient power
redundancy to ensure schedule adherence and navigational safety, guaranteeing secure and
timely product delivery.
In terms of intended scale, leveraging our existing customers, technology, market
presence and industrial chain resources, we plan to steadily expand into the ship design and
construction market, gradually build up capacity and order volume, and develop this business
into a complementary second growth curve alongside our wind power equipment business. In
August 2025, we entered into a shipbuilding contract for deck transport ship with a shipping
company in South Korean, under which we will design, build, and deliver a 23,000 DWT
heavy-lift wind power deck transport ship. The total contract value is approximately RMB300
million. In October 2025, we further entered into a shipbuilding contract for semi-submersible
ship with a shipping company in Norway, under which we will design, build, and deliver a
43,000 DWT semi-submersible ship. The total contract value is approximately RMB275
million. Both of the above-mentioned ships are scheduled for delivery in 2027.
Our first in-house developed, specialized heavy-lift transport ship commenced
commercial operation in February 2026. Leveraging the successful deployment of our
heavy-lift transport ships and the robust market demand for heavy marine transportation ships,
we recently secured additional shipbuilding orders. Specifically, we entered into shipbuilding
contracts with three customers in Norway, Greece and Netherlands, pursuant to which we will
design, construct and deliver a total of ten 211,000 DWT bulk carriers and two 25,000 DWT
heavy lift ships, with an aggregate contract values of approximately RMB6,171 million. The
above-mentioned ships are expected to be delivered during 2028 and 2029.
Heavy Marine Transportation
We provide integrated solutions covering production, transportation, and final delivery of
our products. We have established a global logistics network, strong project management, and
integrated risk control capabilities, demonstrated by exporting offshore wind power equipment
under the DAP model. The DAP model simplifies customer supply chain management,
strengthens customer retention, and enhances the added value of our products. Under the DAP
model, we take full responsibility for transportation process. We now generally arrange
third-party logistics companies to deliver the products to our customers under the DAP model,
to designated ports.
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The following table sets forth the comparative analysis of the DAP versus FOB models:
DAP Model FOB Model
Responsibilities and
contractual obligations
We are responsible for arranging the
transportation of goods from our
manufacturing facilities to the
customer-designated destination,
bearing all main transportation,
loading and international shipping
costs until the goods reach the
designated destination. We are not
responsible for unloading operations
and unloading costs, customs
clearance or import duties at the
destination port. We are responsible
for arranging on-site services
including inspection and defect
rectification, which may be further
extended to include cleaning services
pursuant to contracts with customers.
We are responsible for transport to
the designated port of shipment and
loading on board, and our obligations
are completed upon loading. We are
not responsible for international
shipping and unloading costs at the
destination. The customer assumes the
subsequent costs and risks.
Transfer of risks We bear all related transportation and
insurance costs and risks until the
goods arrive at the specific
destination and are signed off by the
customer.
We bear the costs and risks until the
goods arrive at the port of shipment
and are loaded on board.
Revenue recognition Revenue is recognized at point in
time when the goods are delivered to
the contracted destination and receipt
for the goods is signed off by the
customer.
Revenue is recognized at point in
time when the goods are shipped
offshore, customs clearance
procedures are completed, and both
customs declarations and bills of
lading are obtained.
Working capital
requirements
For our purchase of transportation and
logistics services, we are generally
required to make payment in advance
prior to the delivery of such services,
which requires greater working
capital.
Our working capital requirements is
limited to only the procurement of
raw materials and production.
The delivery model for our project is determined on a case-by-case basis through direct
negotiation with our customers. This decision is primarily driven by the customer’s own
logistical preference and capabilities, as well as their evaluation of our expertise to manage
end-to-end delivery. Once both parties reach an agreement that appropriately balances service
scope, cost, and risk, the adopted model is formally documented and included as a binding term
in the final contract between both parties.
During the Track Record Period, revenue generated from product delivery was classified
as a part of revenue from manufacturing and sales of wind power equipment. We have not
generated revenue from external shipping services.
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In delivering shipping solutions, we deploy a professional project management team
responsible for voyage planning, port coordination, loading and unloading supervision, and
transportation safety management to ensure timely and intact delivery of cargo. For example,
we successfully executed the transportation of 36 oversized and extra-heavy offshore wind
monopiles for Denmark’s largest wind farm project, the Thor Offshore Wind Farm in 2024 and
2025. The shipment originated from Penglai, China, and was delivered to a port in Europe,
utilizing the DAP model. Additionally, in 2025, we scheduled to provide ocean transportation
services for the Nordseecluster A project in Germany. The scope of work includes the delivery
of equipment in six separate batches, utilizing the DAP model to ensure seamless and efficient
logistics execution. During the Track Record Period, our deliveries of wind foundation
structures to overseas markets were primarily conducted under the DAP model in terms of
contract value, demonstrating our unparalleled expertise in managing complex, heavy marine
transportation. Based on publicly available information as of the Latest Practicable Date, we
are the first PRC-based manufacturer to have adopted the DAP model for exports of similar
products, while most of our domestic peers are only able to fulfill orders under the FOB model.
We expect that our future service methods will include (i) utilizing self-owned ships for
transportation tasks; (ii) chartering third-party ships that meet project requirements; and (iii)
collaborating with international shipping companies for intermodal transport. We are exploring
opportunities to leverage our shipping expertise and provide logistics solutions for third-party
products, and are actively engaged in customer discussions.
While geopolitical tensions in the Middle East since late February 2026, including the
evolving regional situation involving Iran, have heightened uncertainty in the region, we
continued to engage with customers and advance project implementation in the ordinary course
of business. As of the Latest Practicable Date, progress on all of our projects has not been
materially affected by the geopolitical situation, with production and delivery proceeding as
originally planned. We have adopted the DAP model for our overseas markets since the second
half of 2024 and our overseas operations are primarily focused on the European market. Our
exported products are primarily shipped from Penglai to designated terminals in Europe along
well-established and stable shipping routes that do not pass through the Strait of Hormuz,
which is currently subject to geopolitical tensions. In February 2026, our own vessel
commenced its first export shipment for an offshore project, and arrived at a destination port
in Europe in early April 2026. Our Directors confirm, and nothing has come to the attention
of the Joint Sponsors to cast doubt on such confirmation, that the recent geopolitical conflicts
have not had, and are not expected to have, a material adverse impact on our transportation
routes, logistics efficiency or shipping arrangements, for the following reasons:
Our DAP contracts generally incorporate fuel price adjustment mechanisms or actual-cost
reimbursement clauses, enabling us to effectively pass through increased fuel and freight costs
to our customers. In the event of route alterations or increased voyage distances, we will
renegotiate delivery schedules and freight prices with our customers accordingly. We have
prepared alternative shipping routes and contingency plans for every European project delivery
as a matter of course, including prior to the onset of the Middle East conflict.
We adopt the high-safety standard insurance portfolio commonly used in the shipping and
logistics industry, fully covering asset losses and operational liability risks for both vessels and
cargo. For voyages transiting high-risk zones such as the Red Sea, we separately procure
special war risk insurance with coverage fully matched to applicable risk limits. Our shipping
and vessel management teams conduct daily war risk assessments and maintain a risk meeting
mechanism with customers during periods of heightened risk to exchange views and formulate
response measures.
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With respect to raw materials, while market prices for certain raw materials have
experienced some degree of increase as a result of geopolitical factors, the principal raw
materials required for our major projects in 2026 have already been procured in advance or
their purchase prices have been locked in with suppliers prior to the onset of the current round
of price increases. Accordingly, we have assessed that the risk of raw material price increases
is manageable on an overall basis. In terms of raw material transportation, our raw materials
are primarily sourced domestically and transported mainly by waterway. Our principal
production bases in Penglai and Tangshan are located in close proximity to port facilities,
resulting in relatively short transportation distances. As such, fluctuations in fuel prices have
a limited impact on our overall raw material transportation costs.
Our Directors confirm that the above events are not expected to have a material adverse
impact on our intended use of proceeds, as the majority of such proceeds are designated for
long-term capital investment not directly connected to our shipping operations. In view of the
foregoing, our Directors are of the view that the above events have not had, and are not
expected to have, a material adverse effect on our business prospects, results of operations and
financial condition.
Wind and Photovoltaic Power Generation
We remain committed to the principles of green and low-carbon development and are
actively expanding our footprints in the wind and photovoltaic power generation sector by
accelerating the construction of wind and photovoltaic power projects. We commenced our
expansion into wind and photovoltaic power generation in 2020. As of the Latest Practicable
Date, our total annual capacity for wind and photovoltaic power generation reached 500MW,
including (i) the 250MW Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power Project,
which achieved grid-connected power generation in April 2023; and (ii) Tangshan Shilihai
250MW Aquaculture-PV Complementary Project, which achieved grid-connected power
generation in May 2025. We integrate the electricity generated from these projects into local
power grids and sell such electricity to local grid companies either directly or through local
grid operators. As of the same date, we had obtained the necessary approvals for three projects
with an additional 950MW of onshore wind power capacity which are currently under
construction.
The table below sets forth our installed capacity, total electricity sold and average selling
price for wind and photovoltaic power generation business as of the dates or for the years
indicated:
As of/for the year ended December 31,
2023 2024 2025
Installed capacity at the end of the year (MW) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250 250 500
Total electricity sold (kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,869,500 665,902,160 876,503,761
Average selling price (1) (RMB per kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.33 0.32 0.29
Note:
(1) Calculated by dividing revenue from wind and photovoltaic power generation by total electricity sold
during the same year.
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Wind and Photovoltaic Power Generation Project Development Process
Policy Research
and Analysis
Resource
Assessment
Preliminary
Feasibility Study
Project
Approval
Pre-construction
Compliance and
Permitting
Tendering and
Procurement
Project
Construction
Commissioning
and Grid
Connection
Completion
Acceptance and
Settlement
Handover to
Operations
Routine
Operations and
Maintenance
 Site Evaluation and Project Feasibility Assessment . During the initial stage of project
development, from policy research and analysis to preliminary feasibility study, we
conduct site surveys and feasibility studies for potential project locations. The evaluation
process covers a wide range of key factors, including but not limited to, wind or
photovoltaic resources, topography, site area and geographic location, construction costs
(including land use rights), grid connection conditions (such as distance and capacity),
feed-in tariff policies, planned installed capacity, transportation infrastructure, land
ownership and availability, ecological and environmental conditions, projected financial
indicators, and estimated investment returns. Our internal technical team is involved
throughout the evaluation process to ensure the accuracy of data and analysis.
 Application for Development Rights and Regulatory Approvals. Following a rigorous
review of the site survey and feasibility study reports, we undergo applications for project
approval, pre-construction compliance and permitting. We proceed to apply to the
relevant authorities for development rights over the target site. This application process
requires the acquisition of administrative permits from various regulatory authorities,
including among others those responsible for environmental protection and land
resources. In addition, securing grid connection approval from the local power grid
operator is a mandatory prerequisite.
 Construction and Operation Commencement. Upon obtaining all requisite statutory
permits, we commenced the construction through tendering and procurement, project
construction, commissioning and grid connection, completion acceptance and settlement
and handover to operations steps. We engage qualified construction contractors through
a tendering process. Following the completion of construction, system commissioning,
and trial operation testing, we submit an application to the relevant energy authorities for
a power generation business license. Commercial operations and grid-connected power
generation officially commence upon receipt of the relevant permit.
 Routine Operations and Maintenance. The daily operations and maintenance of the
wind and photovoltaic power generation business primarily involve the close monitoring
of equipment and production conditions, along with the sale of the daily energy output.
Pursuant to the Renewable Energy Law of the People’s Republic of China ( ʕശɛ͏΍
جand applicable laws and regulations, for projects that comply with
renewable energy development and utilization plans, grid companies are required to enter
into grid connection agreements with renewable energy power generation enterprises that
have obtained the requisite administrative approval or have completed the relevant filing
procedures, purchase the grid-connected electricity generated by renewable energy
projects within their grid coverage areas, and provide the necessary grid connection
services for renewable energy generation. After a project commences commercial
operation, the electricity generated is sold to grid companies through grid connection, and
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settlement with the grid companies is generally conducted on a periodic basis. For details,
see “Regulatory Overview — Laws and Regulations Related to Our Business in the PRC
— Regulations and Policies Relating to the Industry.”
Case Study
250MW Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power Project
In 2021, we initiated the construction of the 250MW Liaoning Fuxin Zhangwu Xiliujiazi
Onshore Wind Power Project in a region with abundant wind resources, which achieved
grid-connected power generation in April 2023. Configured with a total installed capacity of
250MW, the Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power Project comprises 63
individual turbine units. In 2024 and 2025, this project generated over 665 million and 676
million kWh of renewable electricity, respectively. This substantial renewable energy output is
projected to reduce over 368,000 metric tons of carbon dioxide emissions and conserve the
equivalent of over 209,500 metric tons of standard coal per year.
Tangshan Shilihai 250MW Aquaculture-PV Complementary Project
The Tangshan Shilihai 250MW Aquaculture-PV Complementary Project encompasses
two sub-projects, being a 125MW Complementary Guaranteed PV Project and a 125MW
Complementary Commercialized PV Project. Each of the sub-projects is expected to generate
approximately 200 million kWh of renewable electricity annually. These two sub-projects
successfully achieved grid-connected power generation in May 2025. Our Tangshan Project is
projected to result in an average annual reduction of approximately 214,640 tons of carbon
dioxide emissions and the conservation of around 122,200 tons of standard coal.
As of the Latest Practicable Date, we had obtained the necessary approvals for three
projects which are currently under construction: (i) the 350MW Onshore Wind Power Project
in the Caofeidian District (Guaranteed) with an anticipated installed capacity of 350MW; (ii)
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the 350MW Onshore Wind Power Project in the Caofeidian District (Market-Oriented) with an
expected installed capacity of 350MW; and (iii) the 250MW Onshore Wind Power Project in
Fengnan District, Tangshan City with an anticipated installed capacity of 250MW.
RESEARCH AND DEVELOPMENT
We have established a R&D organizational structure that leverages both domestic and
overseas research teams, forming a collaborative and efficient R&D system. In support of our
globalization strategy, we are undertaking continuous R&D efforts to enhance the
competitiveness of our products and solutions, including meeting the high quality and
performance standards demanded by the European market, as well as adapting our designs to
accommodate the industry trend towards larger turbine sizes. We are also prioritizing the
development of innovative, environmentally friendly technologies to address the growing
emphasis on green, low-carbon energy solutions. A key focus area is the advancement of
global-leading floating foundation technologies for deep-sea offshore wind applications. To
further bolster our green manufacturing capabilities, we also focus on technical research,
equipment upgrades, and optimization of raw materials. Our cross-functional teams are
collaborating to enhance our production processes and drive continuous improvements in our
environmental footprint.
R&D Team
As of December 31, 2025, our R&D team consisted of 379 members. Our R&D team
comprises industry veterans with extensive wind power expertise and hands-on experience.
The team is led by senior specialists who combine deep theoretical knowledge with practical
industry insights gained from successfully delivering major offshore wind projects. The R&D
team has a well-developed structure that covers the full value chain, including business
development and technical R&D, ensuring a complete and functional talent pipeline. At
present, the team is advancing foundational research to support the development of future
product and service frameworks.
R&D Activities and Technology
Our R&D team is primarily stationed at our manufacturing facilities, covering the
functions of technology, quality control, project management and equipment. Our R&D team
drives manufacturing excellence and innovation by overseeing and optimizing production
processes across projects. For example, we develop compatible anti-corrosion coatings in line
with project specifications, establish surface treatment processes compliant with international
standards, and create welding frameworks for core renewable energy components such as
monopiles and towers. Through standardized procedures, automated production systems that
are efficient, energy-saving, and environmentally friendly, while meeting international
standards and customer specifications, we enhance product quality, reduce costs, and
strengthen competitiveness — ensuring our process technologies and manufacturing practices
remain industry-leading.
Through years of practical experience in wind power equipment manufacturing, we have
established three core technical systems focusing on dimensional control, welding processes,
and anti-corrosion treatment, ensuring our products consistently meet international standards.
We implement dimensional control in two critical areas: (i) flange machining precision
through adopting high-precision milling which ensures flange-to-tower alignment is
maintained within millimeter-level tolerance, reaching global benchmarks; and (ii) complex
structural components such as internal and external platforms and boat landings. We have
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adopted digital measurement and strict process control to ensure millimeter-level interface
accuracy. These capabilities support our achievement of a 100 percent dimensional compliance
rate in the European monopile market.
In terms of welding technology, we have addressed key challenges in thick-plate
longitudinal and circumferential seam welding. For high-strength specialty steels such as
grades S420 and S460, we have developed a welding procedure qualification system
(PQR/WPS) through welding tests and Crack Tip Opening Displacement (CTOD) evaluations,
earning high recognition from international customers and leading third-parties such as DNV
and BV . For large thick-plate welding, we have implemented a mature quality control system,
establishing advantages in personnel training, weld quality, and production efficiency. We have
fully complied with the European standards regarding welding quality since our first fully
export-oriented MW-class project. Our in-house research and development efforts translate this
expertise into measurable improvements. A prime example is our development and
implementation of an innovative V + U-groove welding process for thick plates, replacing the
conventional X-groove joint design. This proprietary process optimizes the groove geometry
by combining flame cutting with mechanical milling, allowing for more precise profile control,
ensuring adequate root penetration, and reducing the risk of welding defects. Compared with
the traditional X-groove design, this innovation yields benefits: it reduces the consumption of
welding materials, shortens the welding cycle, enhances overall welding quality and
appearance, and lowers operators’ labor intensity. The V + U-groove process has been
successfully adopted in mass production, leading to quantifiable reductions in material usage
and production costs and thereby improving our manufacturing efficiency and operating
performance. We have filed a patent application for this technology to protect our proprietary
R&D results and strengthen our intellectual property portfolio. For details of our measures to
protect our intellectual property rights, see “— Intellectual Property” below.
Effective anti-corrosion treatment is essential for ensuring the long service life of
offshore wind power equipment, which is typically expected to exceed 25 years. To address this
critical requirement, we have developed customized anti-corrosion processes tailored
specifically to the harsh marine environments encountered in offshore wind power projects.
Through innovative weld surface preparation and coating techniques, we are able to provide
long-term protection against the severe conditions encountered offshore, such as salt spray,
tidal fluctuations, and other extreme environmental factors. Our anti-corrosion treatment
solutions are certified by relevant standards, such as ISO 12944 or NORSOK M-501, and fully
comply with the stringent anti-corrosion requirements in Europe and other major offshore wind
markets.
MANUFACTURING
Manufacturing Process
Our offshore wind power equipment manufacturing is carried out under standardized and
systematic processes, and we operate under a make-to-order production model. Stringent safety
and quality control are implemented throughout the entire project lifecycle. We conduct
inspections on critical steps such as drawing quality, material testing, cutting, welding and
coating to ensure process integrity and product consistency. In addition, customers or
third-party on-site supervisors are involved in reviewing key milestones, including raw
material inspection and anti-corrosion treatment, prior to shipment. This multi-level oversight
ensures that all products meet required quality standards and customer expectations before
delivery.
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The diagram below illustrates the manufacturing process of our wind power equipment:
Materials
and
Preparation
Cutting and
Rolling
Segment
Production
and Assembly
Anti-
Corrosion
Treatment
Inspection
and Shipping
Technical
Preparation
Material
Preparation
and
Inspection
Production
Scheduling
Steel Plate
Cutting
Shell
Segment
Rolling
Longitudinal
Seam
Welding
Circumferential
Seam Welding
Shell Segment
Assembly
Process
Inspection
Attachment
Installation
Final Assembly
Process
Inspection
Surface
Treatment
Coating
Treatment
Process
Inspection
Final
Inspection
Shipping and
Transportation
 Technical Preparation : We conduct drawing decomposition, technical reviews, and
other technical process preparations based on the project’s technical drawings and
specification requirements, while developing detailed designs, establishing product
process routes, and formulating construction plans.
 Material Preparation and Inspection : We select qualified suppliers based on the
bill of materials (BOM) and issue purchase orders for primary and auxiliary
materials, while strictly implementing material inspections, including physical and
chemical property tests, non-destructive testing, and verification of material
certificates, specifications, dimensions, chemical composition, and mechanical
properties.
 Production Scheduling : We develop the project production plan based on the
milestone delivery schedule in the contract, material plan, construction drawings,
and manufacturing processes, coordinating resources including personnel,
machinery, materials, methods, environment, and testing to ensure production
readiness.
 Steel Plate Cutting : We utilize CNC flame cutting machines, plasma cutting
machines, or other equipment to cut steel plates into precise dimensions as required
by the drawings.
 Shell Segment Rolling : We employ four-roll or three-roll rolling machines to roll
and cold-form steel plates into cylindrical shapes, demonstrating our expertise in
manufacturing large-scale components.
 Longitudinal Seam Welding : We employ submerged arc welding to join the two
edges of the steel plate together, forming a longitudinal seam.
 Shell Segment Assembly : We use shell segment assembly equipment to join
individual shell segments, forming extended “multi-segment” sections.
 Circumferential Seam Welding : We weld the circumferential seams between
multiple shell segments to form a complete “segment.”
 Attachment Installation : We weld secondary attachments such as inner ring plates,
fender components, and external platform supports onto the segments.
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 Final Assembly : We perform final closure seam welding on the segments and
conduct release inspections.
 Surface Treatment : We conduct automated sandblasting to treat the product surface
to the required cleanliness grade.
 Coating Treatment : We apply anti-corrosion coatings to the product surface.
 Process Inspection : We develop a quality inspection plan for the entire production
process, strictly controlling the quality of each process step, proceeding to the next
step only after passing inspection, with third-party institutions conducting spot
checks and re-verifications at critical production stages.
 Final Inspection : We conduct pre-delivery inspections, including dimensional
checks, coating thickness and adhesion tests, non-destructive testing for weld seam
re-inspections, and review of completion documentation.
 Shipping and Transportation : We weigh the product and transport it to the port
prior to shipment, securing the product on the vessel using stop blocks and straps,
ensuring it is welded, bound, and fixed for transportation.
Manufacturing Facilities
The manufacturing of offshore wind power products requires extensive production and
storage space. Access to high-capacity deep-sea ports is essential for the global transportation
of wind power equipment. Our manufacturing facilities in Penglai and Tangshan are
strategically located to support the global offshore wind market. For instance, our Shandong
Penglai Offshore Facility is equipped with its own Dajin Port, storage areas, a 1,000-ton gantry
crane, and other transportation equipment. The facility features two 100,000-ton-class berths
with a shoreline of 580 meters and one 35,000-ton recessed dock with a shoreline of 250
meters, enabling it to fully meet the delivery requirements for heavy equipment. In addition,
our Hebei Tangshan Caofeidian Offshore Facility boasts a total shoreline length of 1,200
meters, supported by dedicated berths specifically designed to serve as a wind power support
port. These sites not only have access to deep-sea harbors suitable for large-scale equipment
logistics, but also possess open port certification, which is a scarce and valuable attribute for
international operations.
We continue to optimize our production capacity layout. As of the Latest Practicable
Date, we established seven large-scale manufacturing facilities in Chinese Mainland, as well
as three dedicated ports in Shandong Penglai Offshore Facility, Hebei Tangshan Caofeidian
Offshore Facility and Liaoning Panjin Shipbuilding Facility. Together, these facilities and ports
support a high-standard manufacturing system and offer solid infrastructure support for
offshore wind power projects worldwide.
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The table below lists our manufacturing facilities and ports:
Shandong Penglai
Offshore Facility
According to Frost & Sullivan, as of June 30, 2025, the
Shandong Penglai Offshore Facility was the only
manufacturing facility in the Asia-Pacific region capable of
mass production and supply of extra-large offshore monopiles
to the European market. The facility occupies a site area of
approximately 570,000 square meters and is primarily engaged
in the production of offshore wind towers, monopiles and
deep-sea jacket foundations, in particular towers and
monopiles designed for 10 to 15MW wind turbines.
Through successive phases of technical upgrades, we have
enhanced the manufacturing processes and equipments at the
Shandong Penglai Offshore Facility in line with product
innovation cycles. The facility is equipped with two 100,000-
ton heavy-load berths, which allow for direct shipment of
large-scale structures. These facilities enable us to meet the
requirements of the European market in terms of technical
standards, product quality, production efficiency and delivery
schedule.
Hebei Tangshan
Caofeidian Offshore
Facility
The Hebei Tangshan Caofeidian Offshore Facility is positioned
as a large-scale manufacturing base for extra-large offshore
wind power equipment and oil and gas foundations for deep
and far-sea operations. The facility focuses on the production
of deep-sea extra-large monopiles, jackets and floating
foundations. It has adopted a proprietary large-capacity factory
design and the first fully-indoor mega-segment construction
model in the global offshore wind power equipment market.
The facility covers a site area of approximately 900,000 square
meters and is designed to produce extra-heavy towers, extra-
large monopile foundations, jackets and floating foundations.
It is planned with multiple heavy-load berths to accommodate
15 to 25MW wind turbines, with the objective of meeting
global offshore wind product demand in the coming years. The
Hebei Tangshan Caofeidian Offshore Facility commenced
production of its first offshore engineering project for export in
December 2025.
In its initial phase, the facility will primarily focus on the
production of monopiles, with subsequent phases expanding to
other products such as jacket foundations and floating
foundations.
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Liaoning Panjin
Shipbuilding Facility
To support our global expansion, we are establishing a global
logistics system. The Liaoning Panjin Shipbuilding Facility is
engaged in the construction of large transport ships for oil and
gas and offshore engineering applications. At this facility, we
have built specialized ships and a team for the transportation of
offshore wind power equipment. We design the first ship model
with a beam of approximately 51 meters, a length of
approximately 240 meters, a deadweight capacity of over
40,000 tons, and design the second ship model with a beam of
approximately 61 meters, a length of approximately 245
meters, a deadweight capacity of approximately 60,000 tons.
The ships are intended to meet our long-term transportation
needs and are expected to provide higher efficiency and
cost-effectiveness compared with conventional market
solutions, particularly for deep-sea offshore wind projects.
Guangdong Yangjiang
Offshore Facility
The Guangdong Yangjiang Offshore Facility is located in the
Hailing Bay Port Area of Yangjiang Port, Guangdong Province.
The facility has been developed under the investment
principles of internationalization, scale and low carbon. Its
principal products include offshore towers, onshore towers and
jackets, which are supplied to domestic and international
markets, including Guangdong, Guangxi, and Europe.
Liaoning Fuxin Onshore
Facility
The Liaoning Fuxin Onshore Facility is located in Fuxin,
Liaoning Province and focuses on the manufacturing of
onshore towers. It is our first wind tower manufacturing
facility.
Inner Mongolia Hinggan
League Onshore Facility
The Inner Mongolia Hinggan League Onshore Facility is
located in the Hinggan League Economic Development Zone,
Inner Mongolia and focuses on the manufacturing of onshore
wind power equipment.
Hebei Zhangjiakou
Onshore Facility
The Hebei Zhangjiakou Onshore Facility is located in
Zhangjiakou, Hebei Province and focuses on the
manufacturing of onshore towers.
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Recognizing the importance of localization, we are actively exploring the feasibility of
final assembly of our products within Europe. Through collaboration with European port
operators and partners, we aim to avoid the high costs of transporting large components from
Chinese Mainland while meeting the local requirements of offshore wind projects in overseas
region.
The table below sets forth the actual production capacity, actual production output and
utilization rate by major product type:
For the year ended December 31,
2023 2024 2025
Actual
Production
Capacity (1)
Actual
Production
Output
Utilization
Rate
Actual
Production
Capacity (1)
Actual
Production
Output
Utilization
Rate
Actual
Production
Capacity (1)
Actual
Production
Output
Utilization
Rate
(tons in thousands) (tons in thousands) (tons in thousands)
Foundation structures (2) /H1118/H1118 190 139 73.2% 160 122 76.3% 142 116 81.7%
Towers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118621 382 61.5% 504 305 60.5% 497 311 62.6%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118811 521 64.2% 664 427 64.3% 639 427 66.8%
Notes:
(1) Our actual production capacity is adjusted from time to time in response to order requirements, and production
resources (including personnel, equipment and facilities) may be allocated flexibly across different
manufacturing facilities and product lines. Accordingly, the actual capacity and capacity utilization rates set
out in the table may not fully reflect our overall capacity utilization and may fluctuate from period to period
depending on the order mix.
(2) Mainly include monopiles and transition pieces.
Due to the highly customized nature of our products, our production capacity and
utilization rate are largely determined by production line design and resource allocation
following the receipt of customer orders. Our production lines for towers and foundation
structures are dedicated and independent, due to differences in their underlying technologies
and therefore have no interchangeability of actual production capacity between them.
For tower products, we primarily manufactured onshore towers during the Track Record
Period. As part of our strategic shift to the “overseas offshore wind business strategy” (“ อՇ
ऎ኷ଫ”), we deliberately changed our business focus from onshore to offshore projects.
Consequently, this re-prioritization led to a reduction in capacity allocation for our tower
manufacturing operations, and the utilization rate fluctuated slightly during the Track Record
Period.
In 2024 and 2025, the production of certain technically complex products required longer
standard production hours when measured at comparable tonnage, which resulted in lower
actual production capacity but higher capacity utilization rates. However, the stringent
technical requirements and intricate manufacturing processes of these products enabled us to
achieve higher profit margins.
According to Frost & Sullivan, due to the customized, large-scale, and technically
challenging nature of offshore wind power equipment manufacturing, our capacity utilization
rate is in line with the industry average.
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Manufacturing Equipment
Our facilities are equipped with a range of high-efficiency and automated production
systems, enabling us to manufacture large-scale wind power components with extra-large
dimensions, high structural strength, and complex geometries.
Our core equipment covers key processes such as CNC flame cutting, high-precision
bevel machining, efficient splicing and welding, thick plate rolling, circumferential weld root
cleaning, and anti-corrosion treatment. This includes CNC flame cutting machines, rolling
machines, self-lining roller beds, precision edge milling machines, circumferential seam root
cleaning machines, automated welding machines, heavy-duty panel splicing machines,
eco-friendly paint mist treatment systems, and high-efficiency dehumidification equipment —
all owned in-house. This enables high-quality, high-efficiency, and low-energy consumption
operations throughout the entire workflow, from material preparation and forming to welding
and coating. The majority of these core production equipment items have a designed service
life typically ranging from 12 to 20 years, with a remaining service life of approximately 10
to 20 years. We adhere to a strategy of technological independence and innovation-driven
development, particularly in the field of core process equipment. Nearly 40% of our key
machinery is either self-developed or co-designed under our leadership. For instance, we took
the lead in the joint design of rolling machines, automatic steel plate edge milling machines,
and specialized automated welding equipment, ensuring close alignment between equipment
performance and process requirements. We also independently developed self-lining roller
beds and heavy-duty panel splicing machines, which were manufactured by equipment
suppliers according to our design specifications, further strengthening our innovative edge in
the field of specialized equipment.
Our core equipment operates in coordination across different processes: the rolling
machines employ dynamic compensation systems and closed-loop control technology to
achieve high rolling accuracy and forming speed; the self-lining roller beds support stable
rotation of heavy workpieces with synchronized multi-station operation and axial adjustment;
the automatic milling machines provide precise bevel processing for straight seams and
circular rings, suitable for ultra-thick plates; the circumferential seam milling machines adopt
controlled processing with specialized tooling and automated systems, enabling continuous
operation under high weld strength requirements; the automated welding systems enhance
efficiency and quality consistency through process control, high-energy welding and modular
design, and are applicable to complex conditions such as heavy steel structures and offshore
wind power projects, while all welding operations comply with international standards such as
ISO 3834-2, ISO 15614-1, EN1090-1/2 and DNV-OS-C401, and have obtained relevant
welding certifications including EN 1090-1/2, ISO 3834-2, DNV-CP-0352, H rating under JIS
(Japanese Industrial Standard), and NK (Nippon Kaiji Kyokai); the heavy-duty splicing
machines support accurate plate alignment under high pressure, improving flatness and
stability in large plate splicing; the fully enclosed automated blasting rooms are designed to
meet the stringent corrosion resistance requirements of the offshore operating environment,
such as Sa 2.5 and Sa 3, and leveraging our state-of-the-art manufacturing equipment,
Shandong Penglai Offshore Facility was officially awarded the FROSIO (Federation
Responsible for Operating a Scheme for Inspection and Certification of Corrosion Protection
of Steel Structures) certification in April 2025, making us the first company in China and the
second in Asia within the offshore engineering sector to receive this prestigious international
accreditation. Collectively, the equipment ensures forming accuracy, weld quality and
production efficiency, while reducing surface damage and transportation costs, thereby
supporting stable mass production of extra-large and complex structural components.
Moreover, we are implementing a series of smart and automated upgrades. For example, we
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plan to deploy welding robotics, intelligent cutting platforms, and digital painting lines, all
aimed at enhancing production efficiency for extra-large monopiles, deep-sea jacket
foundations, and floating foundations.
QUALITY CONTROL
We are committed to delivering high-quality products through a stringent quality
management system. We maintain close communication and collaboration with our customers,
enabling us to accurately identify and respond to evolving global demands for products and
services. Through the continuous refinement of our internal quality management system, we
have established stringent quality monitoring procedures and quality control methodologies,
thereby enhancing product reliability, elevating corporate reputation, and reinforcing brand
value.
As of December 31, 2025, all of our long-term operational facilities had obtained ISO
9001 Quality Management System certification awarded by international agencies, ensuring
the implementation of globally consistent quality control standards across our manufacturing
operations. In particular, our Shandong Penglai Offshore Facility has obtained multiple
internationally recognized certifications, including: ISO 3834-2, ISO 15614-1, EN 1090-1/2,
and DNV-OS-C401, EN 1090-1/2, ISO 3834-2, DNV-CP-0352, JIS Grade H and ClassNK
certification. These certifications reflect the facility’s extensive quality assurance capabilities,
particularly in relation to the production of offshore wind power equipment.
Guided by our internal quality policy framework, we formulate and implement annual
QHSE management objectives, which are applied across functions, operational levels, and
production processes. These objectives cover a wide range of areas, including health, safety
and environmental (HSE) management, procurement, technical processes, production yield,
metrology and calibration, human resources, project management for both domestic and
overseas projects, production planning, equipment maintenance, and administrative operations.
All objectives are designed to be measurable, actionable, and aligned with our strategic
development goals. We continue to invest in research and development to optimize production
techniques, improve process efficiency, and advance technological innovation, thereby driving
sustained improvements in product quality and consistency.
We have also established a supplier management and evaluation system. We conduct
semi-annual performance evaluations of all key suppliers based on the Management Measures
for Supplier Performance Evaluation , assessing their performance in areas such as product
qualification, on-time delivery, pricing competitiveness, and service quality. Based on the
evaluation results, suppliers that fail to meet performance requirements are subject to
rectification or elimination. This dynamic supplier management system enables us to mitigate
supply chain risks, enhance supplier capabilities, and build an efficient, stable, and sustainable
supply chain system.
SALES AND MARKETING
Sales Model
We operate an expanding global sales network, supported by a strong presence in both
domestic and overseas markets. For the overseas market, Europe has become our strategic
focus due to its mature offshore wind sector, high technical standards, rigorous quality
requirements, and promising commercial potential. We engage in long-term collaboration with
multiple major global energy developers, such as RWE and Ocean Winds, as well as leading
European wind turbine manufacturers such as Vestas, primarily through direct negotiations,
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strategic bidding, and framework agreements. For the domestic market, we primarily secure
orders through open tender procedures. Our key customers consist of leading wind turbine
manufacturers such as Goldwind, Envision Energy, and Ming Yang Smart Energy.
Our bidding strategy for overseas foundation structure projects, which are core to our
business, is multifaceted and proactive as we actively participate in project tenders. We are
strategically focused on deepening our long-term partnerships with key established customers
in Europe, enhancing customer loyalty by actively participating in the tenders for their new
projects.
We are the only supplier in the Asia-Pacific region to achieve bulk delivery of monopiles
to Europe, as of June 30, 2025, according to Frost & Sullivan, marking a milestone in our
internationalization strategy. Overseas customers consider a strong track record to be a critical
factor in the bidding evaluation process, and therefore providing us a competitive barrier and
enhancing our ability to secure contract awards. We are expanding our scope of services
described in our bidding documents beyond the supply of products under the FOB model to
include shipping and logistics arrangement under the DAP model, and further extended our
capabilities to provide one-stop integrated solutions. Geographically, our strategy involves
consolidating and growing our market share in mature markets like the United Kingdom,
Germany, and France, while actively pursuing opportunities in emerging markets such as
Denmark, the Netherlands, Ireland, Belgium, and Lithuania. Underpinning our entire tendering
process is a customer-centric philosophy where we prioritize project quality, safety, and
on-time delivery as our foremost commitments. Looking ahead, while continuing to solidify
our market leadership in flagship products like monopiles, we are proactively expanding into
more technologically complex and higher value-added products, including jacket and floating
foundations. For our overseas offshore and onshore tower projects, our bidding strategy is
primarily centered on maintaining strong relationships with our core customers. We participate
in tenders for these products selectively, undertaking bids only when our production capacity
allows. To support our global business development, we have established regional
representative offices in key overseas markets, including Europe, Japan, and South Korea,
which serve as localized platforms for customer engagement, project follow-up, and market
intelligence.
Regarding domestic projects, our bidding strategy is guided by the “risk prevention and
pursuit of high-quality development” objective that we have firmly implemented over the past
two years. We primarily focus our tendering activities on projects located within a
500-kilometer transportation radius of our production bases in Fuxin, Zhangjiakou, Hinggan
League, and Yangjiang. All potential projects are rigorously screened based on their overall
value, which we assess through criteria such as customer creditworthiness, payment terms, and
gross margin. We prioritize collaborations with leading reputable enterprises, leading EPC
contractors, and major wind turbine manufacturers. Our focus is on securing projects with
favorable payment terms and high gross margins, which enables us to effectively control risk
while generating favorable profitability and healthy cash flow.
Marketing Activities
We actively maintain and enhance our brand reputation through targeted branding and
promotional campaigns, which include the regular presentation of our product portfolio and
technological capabilities at industry forums, technology conferences, and major exhibitions.
Participation in key industry events allows us to showcase our latest products and technologies
to potential customers in strategic regions, enhance our brand recognition, and deepen our
understanding of local market demands and industry trends. For example, we have participated
in events such as the WindEnergy Hamburg, the WIND EXPO - TOKYO, the UK Global
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Offshore Wind in London, and the Offshore Technology Conference in the United States. These
platforms enable us to engage with global stakeholders, demonstrate our technological
leadership, and explore opportunities to expand our market presence.
WindEnergy Hamburg WIND EXPO - TOKYO
UK Global Offshore Wind U.S. Offshore Technology Conference
In addition, we maintain close collaboration with mainstream and industry-specific media
outlets, through which we publish information on our technological advancements, new
product developments, and corporate milestones, thereby ensuring sustained market visibility,
strengthening brand recognition, and reinforcing our positioning as a trusted and innovative
player in the offshore wind power equipment industry.
Customers
Our customers primarily consist of leading offshore wind power developers and wind
turbine manufacturers across various regions globally, particularly in Europe, many of which
maintain stringent supplier qualification standards. We generally granted different credit
periods to our customers depending on the product type during the Track Record Period. For
example, we generally granted a credit period of between 30 to 60 days for monopiles, between
30 to 180 days for towers.
In 2023, 2024 and 2025, the aggregate revenue generated from our five largest customers
in each year during the Track Record Period amounted to RMB2,285.0 million, RMB2,100.0
million and RMB4,886.5 million, representing approximately 52.8%, 55.6% and 79.2% of our
total revenue for the corresponding year, respectively. In the same periods, the revenue
generated from our largest customer in each year during the Track Record Period amounted to
RMB975.4 million, RMB657.5 million and RMB3,031.7 million, representing approximately
22.6%, 17.4% and 49.1% of our total revenue for the corresponding year, respectively. We
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maintain long-term and stable cooperative relationships with our major customers. The
relatively high concentration of our largest customer in each year is in line with industry norms
and does not adversely affect our operational independence or sustainable business
capabilities.
The following table sets forth details of our five largest customers in each period during
the Track Record Period:
Customer Background
Products we
Provided
Relationship
Since
Revenue
Contribution
% of Total
Revenue
(RMB’000)
For the year ended December 31, 2025
Customer A /H1118/H1118A Germany listed energy group, specializing in
the generation and trading of electricity from
conventional and renewable energy sources.
Foundation
structures
2024 3,031,699 49.1%
Customer B /H1118/H1118A Chinese listed company that specializes in
the production, sales, development and
application of large-scale wind power turbine
generators.
Towers 2014 662,104 10.7%
Customer C /H1118/H1118A Germany listed energy company that mainly
specializes in power transmission and
distribution.
Towers 2019 547,769 8.9%
Customer D /H1118/H1118A Spain-based company specializing in the
manufacturing of offshore foundation
products.
Foundation
Structures
2024 363,508 5.9%
Customer E /H1118/H1118A Chinese energy corporation offering technical
consulting and services for the
manufacturing, and research and development
of wind power generation equipment.
Towers 2016 281,370 4.6%
Total /H1118/H1118/H1118/H1118/H1118 4,886,450 79.2%
For the year ended December 31, 2024
Customer F /H1118/H1118A French electric utilities company that
specializes in the production of electricity
using wind power.
Foundation
structures
2024 657,549 17.4%
Customer A /H1118/H1118A Germany listed energy group, specializing in
the generation and trading of electricity from
conventional and renewable energy sources.
Foundation
structures
2024 559,318 14.8%
Customer C /H1118/H1118A Germany listed energy company that mainly
specializes in power transmission and
distribution.
Towers 2019 352,841 9.3%
Customer G /H1118/H1118Affiliate of a Chinese energy group specializing
in new energy equipment manufacturing and
wind power generation technology services.
Towers 2009 289,456 7.7%
Customer E /H1118/H1118A Chinese energy corporation offering technical
consulting and services for the
manufacturing, and research and development
of wind power generation equipment.
Towers 2016 240,829 6.4%
Total /H1118/H1118/H1118/H1118/H1118 2,099,993 55.6%
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Customer Background
Products we
Provided
Relationship
Since
Revenue
Contribution
% of Total
Revenue
(RMB’000)
For the year ended December 31, 2023
Customer H /H1118/H1118A project company established for a wind farm
project in the U.K., sponsored by an
international offshore wind development
company headquartered in Spain, and a
company headquartered in Lithuania primarily
focusing on electricity distribution network.
Foundation
structures
2023 975,377 22.6%
Customer C /H1118/H1118A Germany listed energy company that mainly
specializes in power transmission and
distribution.
Towers 2019 444,106 10.3%
Customer I /H1118/H1118Affiliate of a Chinese energy group,
specializing in wind power investment,
development, and operation.
Towers 2012 340,329 7.9%
Customer J /H1118/H1118A Chinese listed company that specializes in
the smart design of wind power turbine
generators, wind resource assessment and
digitalized investment and development of
wind farm.
Towers 2017 298,338 6.9%
Customer K /H1118/H1118A Chinese listed company that dedicates in the
global clean energy equipment and services.
Towers 2022 226,844 5.1%
Total /H1118/H1118/H1118/H1118/H1118 2,284,994 52.8%
As of the Latest Practicable Date, to the best knowledge of our Directors, none of our
Directors or their respective close associates, and none of our Shareholders who own more than
5% of the Shares in issue, had any interest in any of our five largest customers in each year
during the Track Record Period.
Major Terms with Our Key Customers
In our business collaborations, we primarily adopt a direct sales model with our
customers. Set forth below is a summary of the major terms in our contracts with key customers
for wind power equipment:
 Pricing : The contract price is determined based on the mutually agreed fixed unit
prices and quantities for each item. Our agreements with overseas customers
typically include price adjustment mechanisms that provide us with the flexibility to
adjust prices in the event of significant fluctuations in the price of raw materials and
foreign exchange rates.
 Payment terms : Payments are made in instalments based on predefined milestones.
 Delivery terms : We are responsible for the packaging, insurance, and delivery of the
equipment to the designated site. The equipment is to be delivered in batches in
accordance with the project implementation schedule and actual demand by the
customers as specified in the agreement.
 Risk transfer : The risk of loss or damage to the equipment transfers to the customer
in accordance with specific contractual provisions, usually upon customer
acceptance and approval. Risk of loss or damage usually remains with us until such
transfer has occurred and relevant conditions have been fulfilled.
 Quality assurance : We provide a warranty that the equipment will conform to the
agreed technical specifications and performance standards, though warranty terms
vary by region. For details, see “— After-sales Services.”
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 Liquidated damage : In the event of any delay in delivery, quality issues, or failure
to perform other contractual obligations, we may be required to pay liquidated
damages. The triggering events and the amount of liquidated damages are
determined in accordance with the terms of the respective contracts.
 Termination : Termination is generally allowed by mutual agreement under
circumstances such as material breach, insolvency, or prolonged force majeure
circumstances.
We supply electricity generated from our wind and photovoltaic power facilities to local
branches of State Grid Corporation of China. The following sets out a summary of the principal
terms of the long-term power purchase agreement for our wind and photovoltaic power
generation business:
 Pricing : The on-grid tariff is determined in accordance with policies approved by
the National Development and Reform Commission and relevant pricing authorities.
During the testing period, the price follows national regulations. During the
commercial operation period, the price is based on the benchmark coal-fired power
tariff or other approved settlement prices.
 Licensing and compliance: We are required to obtain and maintain all necessary
generation licenses, grid connection permits, and comply with the dispatch protocols
as stipulated in the relevant grid dispatching agreement.
 Payment : Settlement is conducted on a monthly basis.
 Electricity standards and liability: The electricity we supply must meet national and
industry standards. We are responsible for ensuring the stable and compliant
operation of our wind and photovoltaic power generation equipment and for any
deviation from dispatch instructions.
 Maintenance and metering : We are responsible for the maintenance and proper
functioning of metering equipment and transmission facilities within our ownership
boundary. Meter readings are conducted jointly at agreed metering points, and data
is submitted to the trading platform for monthly settlement.
 Liquidated damage : Either party that fails to perform or violates the contractual
obligations may be required to rectify the breach and compensate the counterparty
for the resulting losses. The specific events of default and calculation of liquidated
damages are specified in agreements.
 Termination : Either party is allowed to terminate the agreement by written notice
upon the occurrence of certain events, including, among others, bankruptcy or
liquidation of a party, revocation or suspension of a business or power operation
license, termination of grid connection or dispatch agreements, prolonged
interruption of power generation or use due to the fault of either party, or other
circumstances that render the continued performance of the agreement impossible.
During the Track Record Period and up to the Latest Practicable Date, we did not
experience any defaults under the contracts with our customers that would have a material
adverse impact on our results of operations, financial performance, or growth prospects.
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Pricing Policy
For pricing of our wind power equipment, we strive to offer competitive pricing and
optimize our cost structure through the adoption of efficient technical designs and effective
utilization of supply chain resources. Our pricing is determined and adjusted with reference to
factors such as product categories and specifications, production costs, market positioning,
supply and demand dynamics, industry competition, and technological advancements, and our
business relationship with relevant customers. We maintain open and continuous
communication with our customers regarding key cost elements that may affect product
pricing, including fluctuations in raw material prices, logistics costs, and exchange rate
movements. Based on such communications, mutual price adjustments may be negotiated to
reflect changes in cost structures, thereby ensuring stable and sustainable cooperation with our
customers.
During the Track Record Period, we entered into contracts with local branches of the State
Grid Corporation of China regarding the sale of electricity generated from our facilities. These
contracts stipulate that we are to be compensated at either the benchmark tariff or the bidding
tariff, in accordance with the applicable laws and regulations.
After-sales Services
In the overseas market, we place great emphasis on after-sales services for overseas
customers. Quality assurance for delivered products is primarily provided through international
warranty insurance, generally covering a period of five to seven years. For after-sales support
beyond the warranty period, we offer professional technical guidance and paid maintenance,
committed to establishing lifelong quality assurance cooperation mechanisms with our
customers.
In the domestic market, we are equally dedicated to providing high-quality after-sales
support. The product warranty period is usually determined through negotiations with
customers and may vary depending on specific project circumstances, typically ranging from
one to six years. During the warranty period, our services include on-site technical guidance,
paint touch-ups, parts replacement, and repairs. Should any after-sales issues arise, our service
team will arrive at the project site timely after receiving the notification, and provide efficient
on-site support in strict accordance with customer requirements.
During the Track Record Period, we have not encountered any major customer complaints
or product returns, nor have we experienced any significant order cancellations or returns due
to product quality issues. With our efficient and professional service capabilities, we have
earned widespread recognition from our customers.
RA W MATERIALS AND SUPPLY CHAIN
Raw Materials
We adopt an order-driven supply chain management model, whereby the procurement of
key raw materials, such as steel plates, flanges, paints and tower internal fittings, is directly
linked to specific sales orders. Procurement activities are typically initiated only after the
signing of corresponding customer contracts, ensuring alignment between production planning
and material sourcing and ensuring that the raw material prices at the time of procurement can
meet the targeted profit levels of the sales orders. Furthermore, we have strengthened our
dynamic analysis and assessment of market trends. We have also enhanced communication and
strategic cooperation with our suppliers to, wherever possible, lock in the raw material
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procurement costs for order fulfillment and stabilize our supply channels. We mainly source
raw materials from China and, to a lesser extent, from overseas suppliers. For details of
measures we adopted to manage our procurement of key raw materials, see “Financial
Information — Key Factors Affecting Our Results of Operations — Ability to control raw
material costs and operating costs.”
During the Track Record Period, we did not experience any significant shortage of raw
material supplies, and the raw materials provided by our suppliers did not have any significant
quality issues.
Supply Chain Management
We have established a set of internal control policies that regulate a hierarchical
compliance framework. This system promotes transparency, risk management, and operational
integrity, driving the sustainable and compliant development of our supply chain. All suppliers
are subject to rigorous qualification procedures prior to engagement, which include
assessments of their certifications, product quality, responsiveness, and evaluations of their
ESG performance. Only suppliers meeting our predefined standards are included in the
approved supplier list. Additionally, we conduct annual performance and ESG evaluations of
approved suppliers to continuously monitor and ensure the stability, quality, reliability, and
compliance of our supply chain.
Suppliers
Our suppliers primarily comprise raw material suppliers, mainly for steel plates, flanges,
paints and tower internal fittings, and transportation service providers. For suppliers who grant
us a credit period, the typical term is up to 90 days.
In 2023, 2024 and 2025, the purchases from our five largest suppliers in each year during
the Track Record Period amounted to RMB1,413.8 million, RMB1,516.3 million and
RMB1,528.4 million, representing approximately 44.5%, 45.4% and 41.6% of our total
purchases for the corresponding year, respectively. In the same periods, the purchases from our
largest supplier in each year during the Track Record Period amounted to RMB552.2 million,
RMB665.3 million and RMB464.8 million, representing approximately 17.4%, 19.9% and
12.7% of our total purchases for the corresponding year, respectively. We have established
long-term and stable cooperative relationships with our major suppliers.
The following table sets forth details of our five largest suppliers in each year during the
Track Record Period:
Suppliers Background
Products/Services
Provided
Relationship
Since
Purchase
Amount
% of Total
Purchase
(RMB’000)
For the year ended December 31, 2025
Supplier A /H1118/H1118A water transportation corporation that engages
in the transport of general cargo, international
shipping and ship sales.
Logistics
services
2025 464,822 12.7%
Supplier B /H1118/H1118A wholesale corporation that specializes in the
sales of metal materials, high-quality special
steel, machinery and equipment.
Steel plates 2021 354,211 9.6%
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Suppliers Background
Products/Services
Provided
Relationship
Since
Purchase
Amount
% of Total
Purchase
(RMB’000)
Supplier C /H1118/H1118A wholesale corporation that specializes in the
process of metals and the sales of
construction materials, machinery electronics,
and minerals.
Steel plates 2018 302,546 8.2%
Supplier D /H1118/H1118A corporation that primarily engages in ferrous
metal smelting and rolling processing.
Steel plates 2005 218,700 6.0%
Supplier E /H1118/H1118/H1118A listed company that engages in the trading,
resource development, and infrastructure
development and operation businesses in the
globe.
Steel plates 2025 188,143 5.1%
Total /H1118/H1118/H1118/H1118/H1118 1,528,422 41.6%
For the year ended December 31, 2024
Supplier B /H1118/H1118A wholesale corporation that specializes in the
sales of metal materials, high-quality special
steel, machinery and equipment.
Steel plates 2021 665,291 19.9%
Supplier C /H1118/H1118A wholesale corporation that specializes in the
process of metals and the sales of
construction materials, machinery electronics,
and minerals.
Steel plates 2018 239,239 7.2%
Supplier D /H1118/H1118A corporation that primarily engages in ferrous
metal smelting and rolling processing.
Steel plates 2005 235,308 7.0%
Supplier F /H1118/H1118/H1118A large-scale industrial group that specializes in
the mining and mineral process, real estate
development, engineering design, steel
fabrication, metal and metallurgical by-
product processing.
Steel plates 2015 220,165 6.6%
Supplier G /H1118/H1118An energy corporation offering technical
consulting and services for the
manufacturing, and research and development
of wind power generation equipment.
Steel plates,
flanges
2016 156,324 4.7%
Total /H1118/H1118/H1118/H1118/H1118 1,516,327 45.4%
For the year ended December 31, 2023
Supplier B /H1118/H1118A wholesale corporation that specializes in the
sales of metal materials, high-quality special
steel, machinery and equipment.
Steel plates 2021 552,235 17.4%
Supplier D /H1118/H1118A corporation that primarily engages in ferrous
metal smelting and rolling processing.
Steel plates 2005 294,590 9.3%
Supplier C /H1118/H1118A wholesale corporation that specializes in the
process of metals and the sales of
construction materials, machinery electronics,
and minerals.
Steel plates 2018 228,772 7.2%
Supplier H /H1118/H1118A wholesale corporation that specializes in the
sales of metal materials, merchandise import
and export, warehousing services and
domestic logistic support.
Steel plates 2020 170,200 5.4%
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Suppliers Background
Products/Services
Provided
Relationship
Since
Purchase
Amount
% of Total
Purchase
(RMB’000)
Supplier I /H1118/H1118/H1118A corporation in clean energy sector
specializing in the manufacturing of metal
flanges, fasteners, and forgings, which are
extensively used in a diverse range of
industries such as wind power, nuclear power
and hydropower.
Flanges 2009 167,996 5.2%
Total /H1118/H1118/H1118/H1118/H1118 1,413,793 44.5%
To the best knowledge of our Directors, none of our Directors, their respective close
associates, and none of our Shareholders who own more than 5% of the Shares in issue, had
any interest in any of our five largest suppliers in each year during the Track Record Period.
Major Terms with Our Key Suppliers
Set forth below is a summary of the major terms in our contracts with key raw material
suppliers:
 Pricing : The contract price is determined based on the mutually agreed fixed unit
prices and quantities for each item. Our agreements with suppliers typically do not
include price adjustment mechanisms.
 Product standards : Suppliers must deliver products that meet agreed technical and
quality standards.
 Delivery and risk transfer : Delivery is made to designated locations within agreed
timelines. Risk of loss transfers to us upon delivery. Late or non-conforming
deliveries may be rejected.
 Payment terms : Payments are settled according to agreed schedules. Late payments
incur default interest.
 Product liability : Suppliers are liable for losses arising from quality issues, delivery
delays or breaches of contract.
 Liquidated damage : Our supply contracts include customary provisions governing
events of default, under which the non-defaulting party may request the defaulting
party to rectify the breach and claim compensation for losses.
 Termination : Termination is generally allowed by mutual agreement under
circumstances such as material breach, insolvency, or prolonged force majeure
circumstances.
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OVERLAP BETWEEN MAJOR CUSTOMERS AND SUPPLIERS
During the Track Record Period, certain of our customers also acted as our suppliers,
resulting in an overlap between our customer and supplier relationships.
In particular, one of our five largest customers during the relevant periods, Customer E
(or Supplier G), not only purchased our tower products but also supplied certain steel plates
and flanges to us under the request of this customer to ensure progress and meet quality
requirements. Customer E (or Supplier G) is a Chinese energy corporation offering technical
consulting and services for the manufacturing, and research and development of wind power
generation equipment. According to Frost & Sullivan, it is not uncommon for large domestic
energy enterprises, such as Customer E, to purchase raw materials and resell to its suppliers for
better control over supply chain stability, quality and cost control. Our Directors have
confirmed that all transactions with this overlapping customer-supplier were fair and
reasonable, considering the following factors (i) we secured orders for tower products from
Customer E through a standard tender process, (ii) we procured the required steel plates and
flanges from this overlapping customer-supplier after due consideration taking into account the
prevailing market price at the relevant times, and the pricing mechanisms and key commercial
terms are generally aligned with those with other Independent Third Parties who are not
overlapping customer-suppliers, and (iii) these transactions were undertaken by different
departments and entities both in our Group and in this overlapping supplier-customer, and
conducted in the ordinary course of business under normal commercial terms and on arm’s
length basis. In 2023, 2024 and 2025, revenue generated from transactions with this customer
amounted to approximately RMB219.3 million, RMB240.8 million and RMB281.4 million,
respectively. For the same periods, our purchase amounts from this customer amounted to
RMB124.3 million, RMB156.3 million and RMB6.7 million, respectively.
In addition, we supplied electricity generated from our facilities to the local branches of
the State Grid Corporation of China according to applicable laws and regulations. The portion
of our wind and photovoltaic power generation revenue that was generated from the local
branches of the State Grid Corporation of China amounted to RMB131.6 million, RMB214.6
million and RMB251.1 million in 2023, 2024 and 2025, respectively. We also procured
electricity from the local branches of the State Grid Corporation of China during the Track
Record Period, amounting to RMB35.8 million, RMB32.8 million and RMB36.1 million in
2023, 2024 and 2025, respectively. Our Directors confirmed that all of our sales of electricity
generated from our facilities and purchase of electricity used in our daily operation were not
inter-conditional, inter-related or otherwise considered as one transaction.
Based on the above, our Directors confirm that (i) such overlapping customer and supplier
relationships represented normal commercial arrangements in the ordinary and usual course of
business; (ii) the terms of these transactions were fair and reasonable; and (iii) such
arrangements did not have any adverse impact on our operational independence, pricing
mechanisms or business arrangements. We are not reliant on such overlapping relationships.
Nothing has come to the Joint Sponsors’ attention to cast doubt of the Directors’ view above.
INVENTORY MANAGEMENT
We operate under a make-to-order business model, whereby we align our production and
procurement plans with the specific requirements of customer projects. This approach allows
us to control inventory levels at the source, enhancing operational efficiency and reducing the
risk of inventory accumulation. We utilize an ERP system to dynamically manage inventory,
recording real-time data on the movement of raw materials, work-in-progress, and finished
goods, and implement category-specific management based on inventory type. To further
strengthen inventory control, we conduct regular stocktaking and aging analyses, evaluate
inventory turnover, and promptly identify and address slow-moving or obsolete items. These
measures facilitate refined inventory management, improve capital efficiency, and ensure
supply chain stability and on-time project delivery.
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W AREHOUSING AND LOGISTICS
Warehousing
To meet the needs of our manufacturing and delivery operations, we have developed an
extensive warehousing network across key operational hubs. As of December 31, 2025, we
owned and leased a total of 31 warehouses, covering an aggregate gross floor area of
approximately 27,670 square meters.
We exercise strict planning and control over warehouses, aiming to reduce excess
procurement and promote energy conservation and emission reduction. Our approach to
warehouse operations emphasizes environmental responsibility, resource efficiency, and
operational performance. In particular, we focus on enhancing intelligent warehouse
management systems, improving space utilization, and implementing more refined
warehousing control measures. To further strengthen our warehouse management performance,
we have adopted the following practices: (i) optimizing inventory control to reduce overstock
and minimize inventory losses; (ii) improving warehouse layout and space utilization to lower
storage costs; (iii) enhancing operational efficiency to reduce labor costs while ensuring
workplace safety and regulatory compliance; and (iv) implementing real-time monitoring and
data-driven decision-making to support precise and efficient warehouse operations.
Logistics
We now generally arrange third-party logistics companies to deliver the products to our
customers under the DAP model, to designated ports. As of December 31, 2025, we had
established partnerships with 15 external logistics providers. Given the large scale, high value,
and transportation complexity of our offshore wind power equipment, we maintain stringent
standards in managing transportation operations to ensure safety, quality, and timeliness.
We offer end-to-end logistics solutions, including on-site cargo handling, loading and
ocean transportation. Our logistics planning is meticulously designed to account for equipment
dimensions, route restrictions, port handling capacities, and weather conditions, ensuring safe
and efficient delivery from origin to destination. These tailored logistics services are
specifically designed to support the deployment of offshore wind power projects, providing
critical support in meeting project schedules and contractual delivery commitments. We
integrate logistics planning with production scheduling to optimize time utilization, enhance
delivery efficiency, and improve customer satisfaction. In addition to engaging external
logistics service providers, we are establishing our own international shipping fleet and
self-operated global logistics system.
INTELLECTUAL PROPERTY
We rely on patent laws, trademark laws, copyright laws, other intellectual property (IP)
laws, fair trade practices, contractual arrangements, and confidentiality procedures in the
jurisdictions where we operate to establish and protect our proprietary technologies. As of
December 31, 2025, we held 201 patents in Chinese Mainland, among which 157 were
self-developed by our Company, and owned 14 trademarks, three software copyrights, and four
domain names in Chinese Mainland. As of the same date, we owned five trademarks and one
trademark application in overseas areas. For detailed information about our material
intellectual property, see “Appendix VI — Statutory and General Information — Further
Information about Our Business — Intellectual Property Rights.”
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We take a proactive approach to managing our IP portfolio, implementing systematic
processes for patent applications, analysis, operations, expiration, and acquisitions. These
processes ensure effective IP management throughout the protection lifecycle. Our legal team
regularly monitors our IP rights and takes action against potential infringements. We also
conduct specialized training programs to enhance employee understanding of IP protection and
standardize workflows. Despite preventive measures, risks related to alleged infringement of
third-party IP or violations of our IP rights may arise. For details, see “Risk Factors — Risks
Relating to Our Operations — We may not be able to adequately protect our intellectual
property rights.” During the Track Record Period and up to the Latest Practicable Date, as
advised by our PRC Legal Advisors, we had not been subject to any material litigations with
third parties in relation to our IP rights.
SEASONALITY
Our business is subject to seasonal variations. For instance, domestic orders for wind
power equipment are generally concentrated in the second and third quarters, largely
influenced by seasonal construction conditions and the availability of labor resources, which
can result in period-to-period fluctuations in our financial performance. Orders for overseas
wind power equipment do not exhibit significant seasonal variation, as they are influenced by
diverse demand patterns across different regional markets. To mitigate the impact of this
seasonality, we have implemented several strategic initiatives such as optimizing our
production and inventory management processes, as well as expanding into overseas markets
to reduce our reliance on weather-dependent resources in limited geographic areas. Our wind
and photovoltaic power generation business is subject to seasonal variations driven by
fluctuations in natural resource availability. We anticipate continuing to experience some
degree of seasonal fluctuations in our results of operations and financial condition going
forward.
COMPETITION
According to Frost & Sullivan, China and Europe have become the primary driving forces
behind global offshore wind power development, establishing an industry landscape
predominantly led by these two regions. China contributes approximately half of the global
installed capacity, while Europe, anchored by key markets in the United Kingdom, Germany,
the Netherlands, and Denmark, serves as a critical hub. European local manufacturers continue
to face capacity constraints, limited by land resources, port infrastructure, and labor costs,
making it difficult to keep pace with the rapid growth in installed capacity. Against this
backdrop, overseas enterprises, particularly Chinese companies, leverage stable production
capacity, modern manufacturing technologies, and extensive experience in deep-sea projects to
secure high-quality orders and accelerate their strategic expansion. In addition, the global
shortage of specialized deck transport ships, which resulted in tight heavy-lift maritime
transport capacity and rising transportation costs, further underscores the importance of
reliable delivery capabilities. Overall, the offshore wind foundation structure industry is
characterized by high technical barriers, stringent certification requirements, and constraints
on manufacturing capacity and maritime transport resources. Enterprises that possess large-
scale manufacturing capabilities, internationally recognized certifications, and cross-border
delivery assurances are well positioned to gain a competitive advantage in the future.
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EMPLOYEES
We believe a skilled workforce is key to sustainable growth. As of December 31, 2025,
we had 2,303 full-time staff globally, including 2,265 located in Chinese Mainland and 38
located overseas.The table below details employee distribution by function as of December 31,
2025.
Function
Number of
Employees % of Total
Production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,159 50.3%
Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118514 22.3%
General administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118468 20.3%
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/H1118/H1118/H1118/H1118/H1118/H111884 3.7%
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878 3.4%
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/H11182,303 100.0%
Our workforce comprises skilled laborers and seasoned industry professionals. We place
great emphasis on investing in our employees and have established a well-structured talent
development system. Our training programs are structured at three levels: corporate,
departmental, and functional. Governed by our Employee Training Management Policy ,w e
deliver professional, technical, and skills development through a combination of internally
developed courses, external resources, and specialized programs. These initiatives are designed
to execute our talent strategy, nurture key personnel, and elevate management capabilities
while ensuring full compliance with employment laws and regulations. This systematic
approach continuously enhances our employees’ technical competencies, career
competitiveness, and growth potential.
Upholding an employee-first core value, we prioritize incentive policies and share
operational achievements with our team. Our compensation and benefits system are equitable,
market-competitive, and inclusive, featuring base salaries augmented by annual performance
bonuses, profit-sharing plans, outstanding performance awards, special bonuses, and mid-
year/annual salary adjustments. Additional benefits include annual health checks and paid
leave.
We have established a dedicated labor union which safeguards employee rights, facilitates
participation in management decisions, and mediates disputes. Throughout the Track Record
Period and up to the Latest Practicable Date, no material labor disputes have arisen, reflecting
harmonious employee relations.
Insufficient Social Insurance and Housing Provident Fund Contribution
Pursuant to applicable laws and regulations in the PRC, we are required to participate in
social insurance plans and make housing provident fund contribution for our employees.
During the Track Record Period, we did not make social insurance and housing provident fund
contributions for some of our employees in full, primarily because (i) certain employees were
unwilling to pay social insurance and housing provident funds in full as it requires additional
contributions from them; and (ii) our human resources staff do not fully understand the relevant
provisions of applicable PRC laws and regulations. The total unpaid amount of the social
insurance and housing provident funds calculated based on the minimum contribution base of
social insurance and housing provident funds is RMB0.7 million, RMB0.9 million and RMB0.5
million, respectively, in 2023, 2024 and 2025. As advised by our PRC Legal Advisors, the
relevant authorities could order an employer who fails to make social insurance contributions
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in full to pay, within a prescribed time limit, the outstanding social insurance contribution
amount with an additional late payment penalty at the daily rate of 0.05%, and if the such
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. In addition, if any employer fails to
register and establish an account for housing provident funds for its employees, the authority
could order such employer to correct it within a prescribed time limit, where failure to do so
at the expiration of the time limit shall result in a fine of not less than RMB10,000 nor more
than RMB50,000. If the employer fails to make corrections or fails to pay fines within the
prescribed time limit, the relevant authority could make an application to a People’s Court of
the PRC for compulsory enforcement. See “Risk Factors — Risks Relating to Government
Regulations — We are subject to various laws, regulations and regulatory standards and any
inability to comply with such requirements and standards may subject us to liabilities.”
As advised by our PRC Legal Advisors, considering that (i) during the Track Record
Period and up to the Latest Practicable Date, we were not aware of any material complaint,
litigation or arbitration brought by any of our employees regarding our social insurance and
housing provident fund policy; (ii) none of the Company nor its PRC subsidiaries had been
subject to any material administrative penalties in relation to social insurance and housing
provident fund contributions during the Track Record Period, and (iii) we have obtained
compliance confirmations from the relevant competent government authorities, confirming that
no administrative penalty was imposed on us in relation to our social insurance and housing
provident fund contributions during the Track Record Period, the risk of us being penalized our
historical shortfall of contribution to social insurance and housing provident funds, or relevant
PRC authorities requiring us to fully pay for our historical shortfall in social insurance and
housing provident funds is remote. Based on the opinion of our PRC Legal Advisors, we are
of the view that no provision is required for payments with respect to social insurance and/or
housing provident funds.
To ensure our compliance with relevant laws and regulations in respect of social
insurance and housing provident fund contributions, we have taken internal control measures
including: (i) we have designated our human resources department to review and monitor the
reporting and contributions of social insurance and housing provident funds; (ii) we aim to
improve our employees’ understanding and cooperation in complying with the applicable
payment base for the social insurance and housing provident funds. We have implemented
policies specifying that social insurance and housing fund contributions should be made in
accordance with relevant regulations; (iii) we are communicating with employees on a monthly
basis regarding the payment of social insurance and housing fund contributions; and (iv) we
will consult our PRC legal advisors on a regular basis for advice on relevant PRC laws and
regulations to keep us abreast of relevant PRC laws and regulatory developments, including but
not limited to PRC laws and regulations in relation to social insurance and housing provident
funds. Our internal control consultant noted that no material internal control deficiencies were
identified from our enhanced internal control measures since implementation.
We are in the process of communicating with such employees with a view to seeking their
understanding and cooperation in complying with the applicable local practices and policies,
which also require additional contributions from our employees. We will continue to work with
our employees to make social insurance and housing provident fund contributions in
accordance with the relevant PRC laws and regulations. We will use our best efforts to liaise
with our employees to rectify the current situation. It is expected that the rectification of these
matters for our key management personnel will be completed by the end of the year ending
December 31, 2026, and we expect to continue the rectification for our other staff on a
best-effort basis.
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INSURANCE
We consider our insurance coverage to be adequate and in accordance with the
commercial practices in the industries in which we operate. We have purchased property
insurance covering all risks for manufacturing facility assets and construction insurance for
project-related risks. We have also purchased commercial liability insurance to cover
third-party injuries or property damage resulting from our operations or products during
overseas contract execution, as well as insurance for transportation-related third-party risks.
We provide social security insurance, including pension insurance, unemployment
insurance, work-related injury insurance, maternity insurance and medical insurance for our
employees in China and statutorily required insurance coverage for overseas employees. Our
management will evaluate the adequacy of our insurance coverage from time to time and
purchase additional insurance policies as needed.
ENVIRONMENT, SOCIAL AND GOVERNANCE
We have always regarded innovation-driven development and green development as the
core philosophy of our corporate growth and are committed to providing high-quality wind
power equipment solutions for the global energy transition. We have established a framework
for social responsibility and sustainable development, systematically advancing occupational
health and safety, environmental protection, and social welfare initiatives. Based on a thorough
assessment of ESG risks, we will continue to refine our risk identification and management
mechanisms to ensure that our corporate development strategy aligns closely with the
recommended requirements of Appendix C2 “Environmental, Social, and Governance
Reporting Guide” under the Listing Rules.
As the highest decision-making and supervisory body for our sustainability efforts, the
Board of Directors is responsible for (i) reviewing and approving our sustainability vision,
mission, and strategy while assuming ultimate responsibility for sustainability disclosures; (ii)
regularly receiving progress reports on sustainability initiatives to ensure effective strategy
implementation; and (iii) overseeing the execution of our sustainability management system
and related measures.
To fully implement the sustainable development strategy and enhance management
effectiveness and competitiveness, we restructured and expanded our Strategic Development
Committee into the Strategy and Sustainability Committee in 2024, and have established four
specialized subcommittees within the Strategy and Sustainability Committee: the Green Steel
Specialized Committee, the Carbon Reduction Specialized Committee, the Sustainability Risk
Assessment Specialized Committee, and the Sustainable Procurement Specialized Committee.
Each specialized subcommittee is responsible for specific functions, supporting our high-
quality development in the green and low-carbon emission transition.
The Green Steel Specialized Committee is dedicated to driving our green steel activities,
focusing on enhancing carbon competitiveness, and supporting domestic and overseas
customers in building low-carbon supply chains. By integrating internal and external resources,
it accelerates the development and industrial application of low-carbon emission steel,
ensuring we maintain a proactive position in the green transition. The Carbon Reduction
Specialized Committee focuses on advancing our carbon reduction targets by formulating
scientific emission reduction pathways and applying innovative technologies. It strengthens
carbon management capabilities to ensure steady progress in green and low-carbon emission
development. The Sustainable Development Risk Assessment Specialized Committee is tasked
with establishing a risk identification and early-warning mechanism. It conducts extensive
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evaluations of potential risks related to sustainability issues and proposes scientific and
effective risk mitigation strategies to ensure our stable operations and long-term sustainable
development. The Sustainable Procurement Specialized Committee focuses on green supply
chain management, driving the transformation and innovation of the supply chain towards
sustainability. By formulating and implementing sustainable procurement policies, it enhances
supply chain transparency and low-carbon emissions, ensuring that upstream and downstream
partners work together to achieve green goals. The Sustainable Development Center, as a
permanent executive body, is responsible for coordinating policy research, providing data
support, and facilitating cross-functional collaboration.
Identification and Management of ESG-Related Risks and Opportunities
We incorporate climate change-related factors into our business risk identification
process, continuously advancing our efforts to identify and respond to climate change risks. At
the same time, we proactively seize the opportunities brought by climate change, positioning
global low-carbon emission development and energy transformation as key growth drivers. We
accelerate product optimization and strategically expand our focus on the renewable energy
sector to meet the ever-evolving low-carbon emission demands of our downstream customers.
Following the Recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), we identify, analyze, and evaluate the risks and opportunities related to climate
change within the context of our business and operational conditions. Based on this analysis,
we develop corresponding strategies and countermeasures to address these challenges and
capitalize on emerging opportunities.
ESG Policy
We are committed to integrating ESG factors into our business decision-making
processes. To this end, we have established a group-wide ESG policy, supported by a series of
measures and initiatives, to guide our actions and efforts in strengthening sustainable
development practices.
Environment
As a core driver in the industrialization of global deep and far-sea energy, we are fully
committed to green and low-carbon emission development, and strictly comply with and
enforce key laws and regulations, and actively build and improve our environmental
management system. In 2023, 2024 and 2025, we incurred environmental compliance costs of
approximately RMB4.2 million, RMB7.4 million and RMB4.2 million, respectively. During
the Track Record Period, our environmental compliance costs primarily represented expenses
relating to the purchase of environmental protection equipment, consultancy fees, and
discharge fees.
We have developed a series of internal control system policies to ensure the
standardization and transparency of our environmental management requirements and
measures, laying a solid foundation for the company’s sustainable development. As a pioneer
in sustainability in the Asia-Pacific region, we were among the first recipients of the EcoVadis
Silver Medal and achieved “B” ratings from the CDP in respect of climate change and water
security. According to Frost & Sullivan, we have taken the lead in launching an innovative
green steel initiative, collaborating with major steel enterprises to explore the application of
low-carbon steel in offshore wind foundation steel structure products, driving research and
practice toward a low-carbon supply chain. In a landmark climate commitment, we also became
the first global offshore wind power equipment manufacturer which obtains the SBTi
certification, developing science-based decarbonization roadmaps aligned with the
international standards and global climate goals.
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In August 2023, we initiated a systematic study on the EU Carbon Border Adjustment
Mechanism (“ CBAM”). For details regarding regulatory framework of CBAM, see
“Regulatory Overview — Regulations and Policies Relating to the EU — Carbon Border
Adjustment Mechanism.” We have evaluated the potential impact of CBAM to better serve our
downstream customers, and are of the view that (i) CBAM did not affect the costs of our
products during the Track Record Period as CBAM was not officially adopted during this
period; and (ii) CBAM is not expected to have a material impact on our product costs in the
foreseeable future. During transitional period from October 1, 2023 to December 31, 2025, we
have successfully submitted multiple CBAM carbon data reports to European customers and
progressively established an internal process covering data collection, carbon emissions
calculation, compliance audits, and external reporting, building solid carbon measurement and
reporting capabilities. We have also developed periodic CBAM work plans, including
information collection tools, training programs, audit plans, and unified carbon emissions
calculation standards to ensure data accuracy and compliance. Additionally, we have conducted
CBAM risk assessments covering short-term, medium-term, and long-term influences, and
integrated CBAM compliance requirements into our supplier management system, driving
upstream steel suppliers to enhance transparency in carbon emissions data and low-carbon
transformation capabilities. Currently, CBAM applies to aluminum, cement, steel, fertilizers,
hydrogen, and electricity, with formal charges set to begin in 2026. In addition, we do not
anticipate that the CBAM will materially impact our competitive position against local EU
competitors in the foreseeable future. This is because CBAM is designed to operate in parallel
with the EU’s Emissions Trading System (the “ EU ETS ”), which imposes comparable carbon
costs on domestic producers. The fundamental objective of CBAM is to equalize the carbon
price for imported goods with that faced by EU producers under the EU ETS. Consequently,
the methodologies for calculating the associated carbon-related fees are substantially aligned
between the two systems. Therefore, we believe the formal adoption of CBAM does and will
not place us at a competitive disadvantage, as our local competitors are subject to a comparable
regulatory cost framework. For details, see “Risk Factors — Risks Relating to Our Industry and
Business — Our expansion into international markets may be adversely affected by legal,
regulatory, political, and economic risks.”
We will continue to transform CBAM-related compliance challenges into opportunities
for expanding into the EU market by enhancing production management, strengthening supply
chain decarbonization collaboration, and actively developing low-carbon product solutions,
thereby continuously improving our competitiveness in the global green value chain transition.
In particular, we have established clear, forward-looking energy-saving KPI targets for our
Shandong Penglai Offshore Facility, being our largest and most important facility targeting
overseas market, to reduce energy intensity per unit of product revenue by 6% by 2030
compared to 2024, and further reduce this intensity by 30% by 2050. For details, see “—
Environmental Indicators and Targets” below. To advance our energy transition goals, our
Shandong Penglai Offshore Facility is electrifying both fixed and mobile equipment, including
replacing natural gas for heating and welding, and converting non-road transport vehicles from
gasoline and diesel to electric power. We are also continuously refining our process
technologies in key production stages, such as steel plate cutting, rolling, and longitudinal and
circumferential seam welding, to minimize the consumption of raw materials and energy,
which in turn reduces the carbon emissions associated with both our procurement and
production activities. Furthermore, to advance the low-carbon transition of our supply chain,
we established a Green Steel Coordination Committee and a Green Steel Task Force in 2024.
We have entered into strategic cooperation framework agreements with leading domestic steel
mills to engage in deep, multi-dimensional collaboration focused on optimizing steel plate
production processes, reducing carbon footprints, and advancing green steel technology R&D.
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Waste Gas Management
The waste gas emissions generated by our operation mainly come from the smoke and
dust produced during cutting, grinding and welding. We strictly ensure that the generation,
collection, treatment and discharge of waste gases comply with national laws and regulations.
We clearly define the responsibilities and specific requirements for waste gas management
during project processes. We reduce emissions from production and operation by installing dust
prevention and purification equipment, optimizing production processes, and strengthening
end-of-pipe treatment. Additionally, we engage professional third-party organizations to
conduct regular monitoring and analysis of air pollutants, enabling real-time tracking of
pollutant compliance levels.
Noise Control
We place great emphasis on noise pollution prevention and control in daily production,
especially in areas prone to high noise, such as cutting and sandblasting. To ensure the
occupational health and safety of employees in high-noise environments, we provide labor
protection supplies on time, in accordance with national and local requirements. Additionally,
we continue to upgrade equipment and facilities, replacing high-noise machinery with
low-noise alternatives to reduce noise at the source. We also standardize material usage
procedures to lowers noise levels in the working environment. During project construction and
operations, we apply various noise-reduction techniques, such as adding dampers to equipment,
using the building structures for sound insulation, installing silencers on key noise sources like
fans, and strategically arranging production areas to minimize noise overlap and spread.
Water Resource Management
To improve water resource utilization efficiency and reduce water consumption, we
continue to optimize our water resource management strategies. In daily operations, we focus
on reducing water usage by implementing water recycling, utilizing water-saving devices, and
adopting water-efficient processes. For domestic water consumption, we display water
conservation notices in prominent areas to encourage water-saving actions. Additionally,
through training and promotional activities, we strengthen employees’ awareness of water
conservation, transforming it into a collective action among all employees, creating a positive
atmosphere for water resources protection within the Company.
Waste Management
We strictly control over the generation and discharge of waste throughout production
operations to minimize environmental impact. Our solid waste mainly includes general waste,
hazardous waste, and domestic waste. We have developed relevant documents to standardize
the responsibilities of each link in waste disposal, clarify the requirements for recycling,
storage, and disposal, and entrust qualified third parties for recycling and treatment to ensure
all waste is disposed of in compliance with regulations.
Energy Management
We strictly adhere to national and local energy management laws and regulations,
developing energy-saving and consumption-reduction policies tailored to our business
operations. Penglai Dajin has obtained ISO 50001 Energy Management System certification,
implementing meticulous management of energy consumption throughout our production and
operations. We will deploy energy management systems across all export bases to enable
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dynamic monitoring and management of energy consumption, actively adopting energy-saving
and efficiency-improving measures to effectively fulfill our commitment to energy
conservation and emission reduction.
We emphasize fostering green office awareness by posting notices in office buildings,
canteens, factory areas, and other spaces with reminders such as “turning off lights when not
in use”, “energy-saving and environmental protection.” We also encourage employees to save
water and paper, fostering a culture of conservation. Additionally, we continue to carry out
energy-saving upgrades to equipment, gradually replacing energy-intensive devices with more
energy-efficient lighting, power generation, and other equipment to reduce energy consumption
of daily operations. During the year, the Shandong Penglai Offshore Facility completed the
replacement of outdoor lighting with energy-efficient light emitting diode (LED) fixtures and
installed time-controlled clock lighting systems that adjust lighting based on seasonal timing
to prevent energy waste. The Hebei Zhangjiakou Onshore Facility, based on the lighting
requirements of the anti-corrosion workshop, selected high-brightness, long-lifetime LED
fixtures, improving the overall lighting quality of the workshop while reducing electricity
consumption.
Raw Material Management
We have established materials management procedures such as the Consumables
Exchange and Distribution Control Procedure and the Consumables Control Management
Regulations , which strictly manage the distribution and recycling of materials like welding
wire and flux, effectively reducing unnecessary material waste.
Biodiversity Protection
We place great importance on the impact of our operations on biodiversity and strictly
adhere to applicable laws and regulations. We continuously enhance our biodiversity
management system by integrating biodiversity strategies into our ESG governance
framework, ensuring awareness and implementation across business processes. We have issued
a Biodiversity Statement , committing to the principles of sustainable development, firmly
prohibiting any activity that damages ecosystems or harms biodiversity, and actively
participating in biodiversity conservation efforts while promoting its sustainable resource use
through scientific approaches.
Environmental Indicators and Targets
The table below lists our operation-related environmental key performance data during
the Track Record Period:
For the year ended December 31,
Unit 2023 2024 2025
Emissions
GHG Emission
(i) Direct Emissions
(Scope 1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ton CO 2e 21,174.11 20,194.84 20,797.79
(ii) Indirect Emissions
(Scope 2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ton CO 2e 36,406.07 29,444.80 32,493.31
GHG Emission Intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Ton
CO2e/million
RMB Revenue 13.31 13.13 8.63
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For the year ended December 31,
Unit 2023 2024 2025
Energy Consumption
Energy
Total Integrated Energy Consumption (1) /H1118MWh 155,572.72 133,953.76 132,568.29
Energy Consumption Intensity /H1118/H1118/H1118/H1118/H1118/H1118
MWh/million
RMB Revenue 35.97 35.44 21.47
Total Direct Energy Consumption (2) /H1118/H1118/H1118MWh 91,319.56 72,718.79 71,851.90
Total Indirect Energy Consumption (3) /H1118/H1118MWh 64,253.16 61,234.97 60,716.39
Total Green Electricity Consumption in
Shandong Penglai Offshore Facility /H1118/H1118MWh 0 11,181 23,800
Notes:
(1) The integrated energy consumption refers to the sum of direct energy consumption and indirect energy
consumption.
(2) Direct energy includes propane, gasoline, diesel and natural gas.
(3) Indirect energy includes purchased electricity and purchased heat.
For the year ended December 31,
Waste Unit 2023 2024 2025
General Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons 13,438 18,106 21,187
Hazardous Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons 680 526 772
For the year ended December 31,
Water Unit 2023 2024 2025
Water Consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tons in thousand 184.5 199.8 185.4
Water Consumption Intensity /H1118/H1118/H1118/H1118/H1118/H1118Tons in
thousand/revenue
in million RMB
0.04 0.05 0.03
In 2024, we reduced a portion of our indirect emissions by introducing green electricity.
Our GHG emission intensity was 13.13 tons of CO 2e per RMB million of revenue in 2024,
which was slightly higher than the industry average of 11.4 (derived from comparable
indicators in the ESG reports of other A-share listed companies in the wind tower
manufacturing sector for the same period), mainly due to the higher material consumption
required for our offshore products, which feature more advanced and complex designs. Owing
to our multi-pronged emission control measures, our GHG emission intensity did not increase
in proportion to our revenue growth during the Track Record Period. In 2025, our GHG
emissions grew at a rate lower than that of our business expansion, resulting in a significant
decrease in our emission intensity to 8.63, which reflects the initial effectiveness of our energy
conservation and emission reduction initiatives.
Our Shandong Penglai Offshore Facility takes 2024 as the key benchmark year and
follows internationally recognized standards such as the Greenhouse Gas Protocol (GHG
Protocol) and ISO 14064-1:2018 Specification with guidance at the organization level for
quantification and reporting of greenhouse gas emissions and removals. The facility has
conducted a comprehensive, systematic, and detailed inventory of its greenhouse gas
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emissions. Except for the above-mentioned metrics, our Shandong Penglai Offshore Facility
also reviewed its Scope 3 emissions, including various indirect emissions along the value
chain, such as purchased goods and services, capital goods, and upstream and downstream
transportation and distribution. The annual emissions for Scope 3 in our Shandong Penglai
Offshore Facility in 2024 reached 678,615.85 tons of CO
2e. We plan to progressively engage
in data collection and collaborate with our partners for Scope 3 emissions management and
reduction in the future.
Moreover, we have implemented measures to minimize waste generation, including the
adoption of advanced manufacturing equipment and the optimization of our processing
technologies. As a direct result of these initiatives, our total hazardous waste generation in
2024 was 526 tons, significantly lower than the industry average of 768 tons (derived from
comparable indicators in the ESG reports of other A-share listed companies in the wind tower
manufacturing sector for the same period), and our water consumption intensity was 0.05 tons
in thousand per million RMB of revenue, lower than the industry average of 0.06 tons in
thousand per million RMB (derived from comparable indicators in the ESG reports of other
A-share listed companies in the wind tower manufacturing sector for the same period),
demonstrating our commitment to outperforming industry peers on key environmental metrics.
Our total hazardous waste generation increased to 772 tons in 2025, primarily due to (i)
increased production activities at our Liaoning Panjin Shipbuilding Facility ( ፱ྐྵᆵᎀி୵ਿ
ή), which commenced operations in mid-2024, and (ii) increased production volume of
products featuring more advanced and complex designs, thereby generating higher volumes of
hazardous waste during processing, anti-corrosion treatment, painting, and related procedures.
To furthermore promote green development and green production, our Shandong Penglai
Offshore Facility, as our largest and most important facility targeting overseas market, has
established clear, forward-looking energy-saving KPI targets, aiming to reduce energy
intensity per unit of product revenue by 6% by 2030 compared to 2024, and further reduce this
intensity by 30% by 2050. To ensure the achievement of these goals, the facility has prioritized
the development and enhancement of its energy management system, including compliance
with ISO 50001. Additionally, our Shandong Penglai Offshore Facility continues to deeply
explore energy-saving potential through practical measures such as optimizing production
equipment and improving process flows. Shandong Penglai Offshore Facility actively aligns
with the energy transition trend and will vigorously promote the electrification process. A
detailed electrification KPI system has been established, targeting different emission sources.
For fixed sources, such as welding preheating using natural gas, canteens and boilers, and
heating in the coating workshop, as well as non-road transportation equipment using gasoline
and diesel, electrification renovations are being steadily implemented. Furthermore, green
electricity development is a key pillar of the facility’s sustainability strategy, and our Shandong
Penglai Offshore Facility plans to increase the proportion of green electricity usage to 96.5%
by 2030, and further to 100% by 2036. In 2025, the proportion of green electricity usage at our
Shandong Penglai Offshore Facility reached approximately 55%.
To support China’s 14th Five-Year Plan, the 2035 Long-Range Objectives, the 3060
Carbon Peaking and Carbon Neutrality Goals, as well as the United Nations’ Paris Agreement,
our Shandong Penglai Offshore Facility has taken the lead in announcing its “Dual-Carbon”
goals. We will further update our “Dual-Carbon” goals and outline a refined carbon reduction
roadmap. We expect that:
 By 2030, scope 1 (direct emissions) and scope 2 (indirect emissions) carbon
emissions in our Shandong Penglai Offshore Facility will decrease by 42%
compared to that of 2024, while carbon emissions from scope 3 (value chain
emissions) will decrease by 25% compared to that 2024; and
 By 2050, we will achieve net zero emissions of the full value chain (including scope
3 carbon emissions).
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To achieve our medium- and long-term emission reduction targets, we have implemented
targeted measures across our key production processes and supply-chain management. For
example, at our manufacturing bases, we optimized bevel-cutting and welding procedures,
resulting in an approximately 11% reduction in welding-wire consumption and an
approximately 11% decrease in flux usage, which effectively reduced energy use and carbon
emissions. We introduced gas-free welding technology that lowered carbon-rod consumption to
approximately one rod per tonne of tower weight and eliminated the release of harmful gases.
In our coating workshops, the upgraded spraying process and rotary painting system improved
efficiency and reduced volatile organic compound emissions. We enhanced exhaust-gas
treatment efficiency through the installation of regenerative thermal oxidation systems,
achieving 95% to 99% purification efficiency. In parallel, our plants recycled and reused
production offcuts and components, including the processing of approximately 260 sets of
surplus bolts in 2024, reducing raw-material purchases and associated carbon emissions.
Social Responsibility
We actively promote sustainable development across our value chain by building a
responsible supply chain through mutually beneficial supplier partnerships and joint
sustainability initiatives. We also prioritize employee well-being through occupational health
and safety systems, continuous professional development programs, competitive compensation
packages, and by fostering an inclusive, diverse workplace culture — all supported by
transparent governance including regular stakeholder engagement and third-party audits,
ensuring we create shared value while pursuing sustainable business growth.
Employee Management
We strictly comply with relevant domestic and international laws and regulations in all
our operational locations. We have developed the Employee Handbook , and adhere to the
principles of fairness, impartiality, and transparency to standardize our recruitment policies and
ensure the full protection of employees’ rights. We provide equal employment opportunities to
female employees, overseas employees, ethnic minority employees, and other special groups.
We firmly oppose all forms of workplace discrimination and is committed to building a diverse
and inclusive career development platform, effectively safeguarding the equal rights and
interests of all employees.
We are dedicated to fostering a “Happy Workplace” by providing a comfortable office
environment, scientifically reasonable task allocation, and effective overtime management,
ensuring the physical and mental well-being of employees. Additionally, we actively encourage
employees to participate in team activities and interactive experiences, fostering a positive and
uplifting work atmosphere. To help employees better cope with work and life pressures, we
regularly organize mental health education and discussion activities to improve employees’
psychological resilience and stress-coping abilities. For female employees, we strictly adhere
to regulations on pregnancy, maternity, and breastfeeding leave, while also providing dedicated
mother-and-baby rooms to protect the special rights and interests of female employees.
Furthermore, we conduct regular employee satisfaction surveys, implement a rapid response
mechanism to promptly incorporate employee concerns into management decision-making.
Through these actions, we demonstrate our commitment to valuing employee and continuously
enhancing their sense of belonging and well-being.
We attach great importance to the protection of employees’ legitimate rights and interests
by continuously enhancing our compensation and benefits system. During traditional festivals
and holidays, we regularly provide benefits to all employees, effectively enhancing their sense
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of fulfillment and happiness. Additionally, we regularly offer professional health check-ups
and occupational disease screenings, with special focus on employees in hazardous positions
to ensure their physical and mental health.
To uphold fairness, we have established a dedicated complaint hotline and mailbox for
reporting complaints, allowing employees to report discrimination or unfair treatment verbally
or in writing.
Occupational Health and Safety
We prioritize production safety as a fundamental pillar of enterprise development,
striving to establish a scientific safety management system and a strict safety control
framework. We ensure end-to-end safety coverage, from raw material procurement to final
production delivery, clearly defining safety responsibilities at all levels. Regular safety
inspections and risk assessments are conducted to maintain a secure and controlled production
process. Prior to project commencement, risk identification is performed, and corresponding
mitigation strategies are implemented. Additionally, we emphasize employee safety awareness
and emergency response preparedness. Regular safety training sessions and practical
emergency drills equip employees with the necessary skills to handle emergencies effectively.
Our commitment to safety excellence is reflected in our achievement of ISO 45001
Occupational Health and Safety Management Systems, demonstrating our adherence to
international safety standards and ongoing improvements in safety management. Throughout
the Track Record Period and up to the Latest Practicable Date, we did not experience material
safety incidents at any of our manufacturing facilities.
Contribution to Community Development
We actively participate in local community building and development, supporting
education and charitable causes, and is committed to promoting the progress of society. Our
Shandong Penglai Offshore Facility collaborates with local universities to serve as an
educational practice base, and provides a platform for interaction and mutual growth between
the facility and the universities, further promoting the development of local education.
Governance
Compliance
We place great emphasis on building a solid legal compliance system. In pursuit of this
objective, we have established a set of internal control policies and carried out a structured
division of responsibilities based on the unique characteristics of each business sector and the
expertise of legal professionals. We establish clear codes of conduct and compliance guidelines
for employees, managers, and business partners and guide them to abide by business ethics and
compliance requirements. This in turn guarantees the long-term stable development of our
Company. Through the continuous construction and continuous improvement of this system,
we strengthen our compliance management framework, ensuring that all business operations
are conducted in a standardized manner within the legal framework. This proactive approach
reduces legal risks and supports our long-term, sustainable development.
PROPERTIES
Our headquarters is located in Beijing, China, with offices in Tangshan, Zhangjiakou,
Fuxin, Panjin, Yantai, Hinggan League, Yangjiang and Shanghai. We own and lease properties
both in China and overseas. As of the Latest Practicable Date, the carrying value of any
individual property held or leased by us does not meet or exceed 15% of our total consolidated
assets. Pursuant to Section 6(2) of the Companies (Exempted Companies and Prospectus
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Exemptions) Notice , this document is exempt from the requirements under Section 342(1)(b)
of the Companies (Winding Up and Miscellaneous Provisions) Ordinance , meaning it is not
mandatory to include valuations for all land or building interests as stipulated in Paragraph
34(2) of Schedule 3 to the Companies (Winding Up and Miscellaneous Provisions) Ordinance .
Land Use Rights
As of the Latest Practicable Date, we held land use rights in respect of 73 parcels of land
designated for production and operation purposes, with an aggregate site area of approximately
1,995,000 square meters. We have obtained land use right certificates for all such parcels of
land.
Owned Sea Area Use Rights
As of the Latest Practicable Date, we had obtained seven real estate ownership certificates
for sea area use rights in respect of an aggregate area of approximately 50 hectares located at
the ports of Yantai, Shandong Province and Tangshan, Hebei Province. Such sea areas are for
the construction of manufacturing facilities. We have obtained valid certificates for the sea area
use rights and are entitled to use such sea areas.
Owned Properties
As of the Latest Practicable Date, we owned 17 properties designated for production and
operation purposes, with an aggregate gross floor area of approximately 371,500 square
meters. We have obtained real estate ownership certificates for all of such properties.
Leased Properties
As of the Latest Practicable Date, we leased seven properties in China designated for
production and operation purposes, with an aggregate gross floor area of approximately 33,400
square meters.
Pursuant to the applicable PRC laws and regulations, property lease agreements must be
registered with the local branch of the Ministry of Housing and Urban-Rural Development of
the PRC. As of the Latest Practicable Date, one of our lease agreements in China had not been
registered. Our PRC Legal Advisors are of the view that the non-registration of our lease
agreements will not affect the validity of such lease agreements, but the relevant local housing
administrative authorities may require us to complete registrations within a specified
timeframe and we may be subject to a fine between RMB1,000 and RMB10,000 per lease for
any delay in making these registrations, and we may be subject to an aggregate fine of up to
RMB10,000 in total. We may be subject to the risks of fines if lease registration is not
completed as required by the relevant local housing administrative authorities. During the
Track Record Period and up to the Latest Practicable Date, we were not subject to any penalties
arising from the non-registration of the lease agreements. For some of our leased properties in
the PRC, the lessors may not be able to provide documents evidencing the authorization or
consent from the property owners for subleasing. In such case, our rights in relation to such
properties might not be entirely protected. For details, see “Risk Factors — Risks Relating to
our Operation — Our owned and leased properties may be subject to non-compliances or
challenges.”
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LICENSES, PERMITS, AND APPROV ALS
We are required to obtain or maintain various licenses, permits and approvals in order to
operate our business. During the Track Record Period and up to the Latest Practicable Date, we
had obtained all material licenses, permits and approvals necessary in order to operate our
business. We continually monitor our compliance with these requirements in order to ensure
that we have all such approvals, licenses and permits as are necessary to operate our business.
We had not experienced any material difficulties in renewing our material licenses,
permits or approvals during the Track Record Period and do not expect there to be any material
difficulties in renewing them upon their expiry. As of the Latest Practicable Date, all of our
material licenses, permits and approvals were valid and in full force, and we did not have any
pending applications for new or renewed licenses, nor had any of our material licenses, permits
or approvals been revoked, suspended or not renewed.
A W ARDS AND RECOGNITIONS
The following table sets the major awards and recognitions we received during the Track
Record Period and up to the Latest Practicable Date:
Y ear Granted Award/Recognition Granting Authority
2025 /H1118/H1118/H1118/H1118/H1118/H1118EcoVadis Silver Medal Global Authoritative
Sustainability Assessment
Platform EcoVadis
2025 /H1118/H1118/H1118/H1118/H1118/H1118Science Based Targets initiative
(SBTi) Certification
Science Based Targets initiative
(SBTi)
2024 /H1118/H1118/H1118/H1118/H1118/H1118EcoVadis Bronze Medal Global Authoritative
Sustainability Assessment
Platform EcoVadis
2024 /H1118/H1118/H1118/H1118/H1118/H1118Polaris Cup Wind Power
Influential Technology Innovation
Award
Polaris Power
2024 /H1118/H1118/H1118/H1118/H1118/H1118ESG Excellence in Practice Award Huaxia Energy Network
LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time be subject to various legal or administrative proceedings
arising in the ordinary course of business. Litigation or any other legal or administrative
proceedings, regardless of their outcome, may result in substantial expenditure of our costs and
diversion of resources including the time and effort of our management. For details, see “Risk
Factors — Risks Relating to Our Operations — Our business may suffer as a result of adverse
outcomes of current or future litigation and regulatory actions, including with respect to
anti-competitive practices.”
In December 2025, a civil claim (the “ Claim ”) was filed by a plaintiff (the “ Plaintiff ”)
against our wholly-owned subsidiary Zhangwu Xiliujiazi, two other subsidiaries of our
Company and our Company (collectively, the “ Defendants ”). The Claim pertains to an EPC
contract (the “ EPC Contract ”) entered into between the Plaintiff and Zhangwu Xiliujiazi in
December 2021. Pursuant to the Claim, the Plaintiff alleges that certain payments under the
EPC Contract and its related arrangements are due and payable by Zhangwu Xiliujiazi. The
Plaintiff primarily seeks to hold the Defendants jointly and severally liable for the payment of
outstanding amounts of approximately RMB572.6 million, together with overdue interest and
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related legal costs. In connection with the Claim, the Plaintiff applied for and was granted a
pre-judgment asset preservation order by the court. Pursuant to this order, certain bank deposits
held by the Defendants and the equity interests held by the shareholder of Zhangwu Xiliujiazi
were frozen. As of December 19, 2025, the aggregate value of the bank deposits subject to the
preservation order was approximately RMB12.5 million. We have provided a corresponding
bank guarantee, and accordingly, the court lifted the preservation measures on the above-
mentioned bank deposits and equity interests in late April 2026. We are actively defending the
claim and, in response, filed a lawsuit against the Plaintiff for breach of the EPC Contract in
December 2025. As of the date of this prospectus, both proceedings are at a preliminary stage.
Having considered the opinions of the Company’s PRC litigation counsel, the evidence
of contract performance, the grounds of defense filed, and the separate litigation initiated by
the Group, our Directors are of the view that: (i) the likelihood that the Plaintiff’s claim of
RMB572.6 million will be upheld in full by the court is considered low; and (ii) as of
December 31, 2025, appropriate trade payables had been recorded in the consolidated
statement of financial position of the Group in respect of this matter, which is broadly
sufficient to cover the financial impact of the litigation on the Group. Our Directors further
confirm that, the Claim in relation to the EPC Contract has no impact on, and is not otherwise
related to, the Group’s other existing contracts or agreements. Therefore, our Directors are of
the view that, although there is uncertainty regarding the timing or ultimate results of the
Claim, this Claim is not likely to have material impact on our business, results of operations
and financial conditions. And nothing has come to the Joint Sponsors’ attention that would
cause them to cast doubt with the aforesaid Directors’ view.
During the Track Record Period and up to the Latest Practicable Date, save as the legal
proceedings disclosed above in this section, we have not been involved in any material
litigation, claims or arbitrations. To the best of our Directors’ knowledge, there are no pending
or threatened litigation, claims or arbitrations against any member of our Group that could
materially adversely affect our financial condition or operational performance.
During the Track Record Period and up to the Latest Practicable Date, we have not been
involved in any material non-compliance incidents resulting in fines, enforcement actions or
other penalties that could materially adversely impact our business, financial condition or
operational performance.
RISK MANAGEMENT AND INTERNAL CONTROLS
We have engaged an independent internal control consultant to review our overall internal
control procedures, including financial reporting, operations, compliance, and risk
management. The consultant recommended remedial measures for identified deficiencies, and
follow-up reviews after implementation revealed no material weaknesses.
We maintain internal guidelines, policies, and procedures to monitor and mitigate
operational risks. These measures are critical to business sustainability, and their
implementation and effectiveness are closely overseen by the Board and our management.
Our integrated risk management approach integrates risk controls into business
operations, with real-time monitoring in procurement bidding, payment tracking, and inventory
management. We emphasize proactive compliance, embedding risk identification and
mitigation into daily operations through process reviews, legal consultations, due diligence,
and other measures. In dispute resolution, we consistently uphold our rights in accordance with
the law, strive to minimize economic losses, and firmly protect our legitimate rights and
interests. Given the complexities of cross-border operations, we proactively engage external
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legal resources by retaining third-party law firms for professional guidance and utilizing local
counsel in overseas project jurisdictions for localized risk analysis. We maintain ongoing
monitoring of legal environment changes and strengthen compliance management across
domestic and international operations to ensure the effective implementation of risk control
measures.
Business Ethics
We strictly comply with applicable laws and regulations, and have established business
ethics policies, continuously improving our business ethics management system to clarify
employee professional conduct standards, foster a culture of integrity, and establish systems
including whistleblower protection.
We integrate integrity as a core value into our corporate culture and have built a business
ethics management system covering the entire process from pre-event to post-event. The Audit
and Supervision Center performs its duties at multiple stages, providing recommendations
based on issues or potential risks identified during tendering or process execution, while
continuously monitoring procurement processes, improving systems, investigating fraudulent
activities, and rewarding whistleblowers.
For employees in sensitive positions and senior management, we have issued the Code of
Integrity for Management and Economically Sensitive Positions to regulate conduct in areas
involving human resources, finance, assets, production, supply, and sales during business
operations or the exercise of authority. Regarding conflict-of-interest management, we
strengthen supervision of relationships between employees and supplier relatives to effectively
ensure business ethics development and compliant operations.
During tendering and contract execution, we require suppliers which participate and win
the bidding to sign an Integrity Agreement, which clearly defines the integrity responsibilities
of both parties and specifies consequences for violations.
Data Protection and Information Security
We are committed to ensuring data privacy and information security. In the ordinary
course of our business, we collect, store, and process certain sensitive data, primarily
comprising personal information relating to our customers, suppliers, and business partners
that is required for operational purposes, as well as employee data for internal administrative
management. Additionally, our business involves the handling of proprietary technical data,
trade secrets, and other confidential information critical to our technology. We have established
internal control management systems for cybersecurity, data security, and personal information
protection, along with corresponding compliance measures.
To ensure the effective governance of our data security, we have established a hierarchical
organizational structure. At the apex of this structure is our Information Security Committee,
which is chaired by our general manager and serves as the ultimate decision-making and
oversight authority for our information security management. Reporting directly to the chair of
our Information Security Committee is the Information Security Officer, who is appointed by
the Information Security Committee and acts as the principal person responsible for the
day-to-day management of information security. The Information Security Officer leads and
authorizes the Information Security Working Group, which is tasked with the execution of
specific information security management initiatives. This entire framework is supported by
our Information Management Department, which provides the necessary technical
infrastructure and operational support to implement and maintain our security measures.
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We have established an information security management system with reference to the
international standard ISO 27001 and maintain a dedicated cybersecurity team to enhance
information security safeguards. We also prioritize employee awareness of information
security through ongoing training programs, ensuring strong information security management
and strict professional ethics to fundamentally protect our information security and related
rights. We have updated and strictly implemented the Information Security Management Policy
and related documents, clarifying information security strategies that cover key areas such as
data protection, access control, and network security. We ensure that full authorization and
consent are obtained when collecting and processing personal information of employees,
customers, etc. We adhere to the principle of minimum necessity for data storage periods,
setting reasonable durations based on actual business needs. Data exceeding relevant storage
periods will be deleted or anonymized; fields that can directly identify personal information are
encrypted or desensitized, while other data is encrypted at the database level. Additionally, we
implement access controls for database queries.
Our cross-border data transfer activities are strictly limited to basic operational data
necessary for the coordination of our global business operations. Crucially, these transfers do
not involve any personal information. In strict compliance with the Personal Information
Protection Law of the PRC, we have implemented stringent controls to ensure that no personal
information collected or generated within the PRC is transferred overseas. We have
implemented a range of control measures to ensure that personal information within Chinese
Mainland is not transferred overseas, primarily including the following: (i) system access
controls : We strictly adhere to the principle of least privilege. The activation, modification and
deactivation of user accounts and access rights are subject to formal approval procedures and
periodic reviews. Role-based permissions are assigned according to job responsibilities, with
data export rights granted only to designated personnel and all export activities fully logged.
Field-level access controls are applied to sensitive personal information, restricting access to
authorized personnel on a need-to-know basis only; (ii) data localization : All of our core data
assets are stored within mainland China and accessible only from within the PRC. Cross-border
synchronization and backup are prohibited. Access from overseas accounts to our business
systems is strictly prohibited, with multi-factor authentication and comprehensive audit
logging in place; (iii) network and application-layer controls : Our firewalls are configured
with overseas IP blacklists to block outbound data transmissions to foreign IP addresses in real
time. Our application-layer API gateways verify destination addresses and reject all non-PRC
requests, with interception logs recorded accordingly; (iv) audit and logging : We retain logs
relating to network access and permission changes for a minimum of six months to support
traceability and audit; and (v) institutional safeguards : In accordance with our internal data
security and information security management policies, we specifically identify and classify
personal information at a confidential protection level, ensuring that no PRC personal
information is transferred outside of mainland China when basic operational data is transmitted
cross-border as necessary.
During the Track Record Period and up to the Latest Practicable Date, we (i) had not
experienced any material incidents involving the theft, leakage, damage, illegal use, or illegal
cross-border transfer of core data, critical data, or large volumes of personal information, (ii)
had not been subject to any material investigations, inquiries, rectification orders, or penalties
from relevant government authorities related to cybersecurity, data protection, or cybersecurity
reviews, and (iii) were not subject to material lawsuits, arbitrations, penalties, or potential
disputes or conflicts concerning cybersecurity and data protection.
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OVERVIEW
As of the Latest Practicable Date, our Controlling Shareholders, comprising Mr. Jin and
Jinyin Energy, were collectively entitled to exercise the voting rights attached to approximately
40.15% of total issued share capital of our Company. Immediately following completion of the
Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option
are not exercised and (ii) no other changes are made to the issued share capital of our Company
between the Latest Practicable Date and the Listing Date), our Controlling Shareholders will
be entitled to exercise the voting rights attached to approximately 35.33% of total issued share
capital of our Company.
Jinyin Energy was an investment holding platform without substantial business operations
as of the Latest Practicable Date.
COMPETITION
As of the Latest Practicable Date, none of the Controlling Shareholders and their
respective close associates had any interest in any business that competes or is likely to
compete, either directly or indirectly with our Group’s business, which would require
disclosure under Rule 8.10 of the Listing Rules.
INDEPENDENCE OF OUR BUSINESS
We believe that we are capable of carrying on our business independently from the
Controlling Shareholders and/or their respective close associates upon the Listing for the
following reasons:
Management Independence
Our business is managed and conducted by our Board and senior management. Upon the
Listing, our Board will consist of nine Directors comprising five executive Directors and four
independent non-executive Directors. For the biographies of our Directors and senior
management, see “Directors and Senior Management.” Except for Mr. Jin serving as the sole
director and chief executive of Jinyin Energy, none of our Directors or senior management
members holds any position at our Jinyin Energy or its respective close associates.
Notwithstanding the roles of Mr. Jin as the chairman and an executive Director in our
Board, our Directors believe that our Company is capable of maintaining management
independence due to the following reasons:
(1) our Directors are aware of their fiduciary duties as a director, which require, among
other things, that they act for the benefits and in the interests of our Company and
all our Shareholders as a whole and do not allow any conflict between their duties
as a Director and their personal interests;
(2) our daily management and operations are carried out by our Directors and senior
management members, each of whom has substantial experience in the industry in
which our Company is engaged, and will therefore be able to make business
decisions that are in the best interests of our Group;
(3) our Board acts collectively by majority vote in accordance with our Articles of
Association and applicable laws and regulations, and no single Director is able to
make any decisions unless authorized by the Board;
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(4) our Board has a balanced composition of executive and independent non-executive
Directors, which ensures the independence of the Board in making decisions
affecting our Company. Our independent non-executive Directors account for over
one-third of the Board. All of our four independent non-executive Directors are
independent from our Controlling Shareholders and have extensive experience in
their respective areas of expertise. All independent non-executive Directors are
appointed in accordance with the requirements under the Listing Rules, and certain
matters of our Company must always be referred to the independent non-executive
Directors for review, ensuring the decisions of our Board are made only after the due
consideration of independent and impartial opinions;
(5) 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 Controlling Shareholders or their
respective associates, the interested Director(s) is required to declare the nature of
such interest before voting at the relevant Board meetings in respect of such
transactions and will abstain from voting at the relevant meeting in accordance with
the Listing Rules and our Articles of Association; and
(6) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our Controlling Shareholders which would
support our independent management. Please see “— Corporate Governance
Measures” in this section for further information.
Based on the above, our Directors believe that our Company has sufficient and effective
control mechanisms to ensure that our Directors perform their respective duties properly and
safeguard the interests of our Company and our Shareholders as a whole. Our Board together
with our senior management team are able to perform the managerial role in our Group
independently from our Controlling Shareholders.
Operational Independence
We possess all requisite technologies, qualifications and approvals for conducting our
business. We are able to conduct our Group’s business independently, with the independent
right to make operational decisions and implement such decisions independently from our
Controlling Shareholders.
More specifically, we have independent access to customers and suppliers and, therefore,
are not dependent on our Controlling Shareholders for generating revenue, manufacturing,
R&D, staffing or marketing and sales activities, and we have sufficient capital, equipment and
employees to operate our business independently from our Controlling Shareholders. We have
an established organizational structure comprising various separate departments, each in
charge of specific responsibilities, such as staffing, administration, finance, internal audit,
R&D, sales and marketing, or company secretarial functions. These departments have been in
operation and are expected to continue to operate separately and independently from our
Controlling Shareholders and their close associates. We also maintain a set of comprehensive
internal control procedures to facilitate the effective operation of our business.
Based on the above, our Directors believe that we are able to operate independently from
our Controlling Shareholders.
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Financial Independence
Our Company has its own team of independent financial staff responsible for discharging
treasury, accounting, reporting, group credit and internal control functions independently from
our Controlling Shareholders and their respective close associates, as well as a sound and
independent financial system, and makes independent financial decisions according to our own
business needs. Our Company maintains bank accounts independently and does not share any
bank account with our Controlling Shareholders. Our Company makes tax registration and pays
tax independently with our own funds. As such, our Company’s financial functions, such as
cash and accounting management, invoices and bills, operate independently from our
Controlling Shareholders and their respective close associates.
As of the Latest Practicable Date, there were no outstanding loans or guarantees provided
by, or granted to, our Controlling Shareholders or their respective close associates.
Based on the above, our Directors believe that our Company is financially independent
from, and does not place undue reliance on, our Controlling Shareholders and their respective
close associates.
CORPORATE GOVERNANCE MEASURES
Our Company and our Directors are committed to upholding and implementing the
highest standards of corporate governance and recognize the importance of protecting the
rights and interests of all Shareholders, including the rights and interests of our minority
Shareholders.
We have adopted the following measures to ensure good corporate governance standards
and to avoid potential conflicts of interest between our Group and our Controlling
Shareholders:
(i) under the Articles of Association, where our Company has knowledge that any
Shareholder is, under the Listing Rules, required to abstain from voting on any
particular resolution of our Company or restricted to vote only for or only against
any particular resolution of our Company, any votes cast by or on behalf of such
Shareholder in contravention of such requirement or restriction shall not be counted;
(ii) 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 associates, our Company will
comply with the applicable Listing Rules;
(iii) our Board will consist of a balanced composition with not less than one-third of
independent non-executive Directors, to ensure that our Board is able to effectively
exercise independent judgment in its decision-making process and provide
independent advice to our Shareholders. Our independent non-executive Directors,
individually and collectively, possess the requisite knowledge and experience. They
are committed to providing experienced and professional advice to protect the
interests of our minority Shareholders;
(iv) our independent non-executive Directors will review, on an annual basis, whether
there are any conflicts of interests between our Group and our Controlling
Shareholders and provide impartial and professional advice to protect the interests
of our minority Shareholders;
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(v) our Controlling Shareholders will provide our independent non-executive Directors
with all relevant financial, operational and market and any other necessary
information as required by the independent non-executive Directors for the purpose
of their annual review;
(vi) our Company will disclose decisions on matters reviewed by the independent
non-executive Directors either in its interim and/or annual reports or by way of
announcements as required by the Listing Rules;
(vii) 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 expense;
(viii) we have appointed Altus Capital Limited as our Compliance Advisor to provide
advice and guidance to us in respect of compliance with the applicable laws and
regulations, as well as the Listing Rules, including various requirements relating to
corporate governance; and
(ix) we have established the Audit Committee, the Remuneration and Appraisal
Committee and the Nomination Committee, with written terms of reference in
compliance with the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules.
Based on the above, our Directors are satisfied that sufficient corporate governance
measures have been put in place to manage conflicts of interest that may arise between our
Group and our Controlling Shareholders, and to protect our minority Shareholders’ interests
after the Listing.
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BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the total issued share capital of our Company was RMB
637,749,349.00, comprising 637,749,349 A Shares of nominal value of RMB1.00 each, which
are all listed on the main board of the Shenzhen Stock Exchange.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A 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/H1118/H1118/H1118/H1118/H1118637,749,349 100%
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/H1118637,749,349 100%
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A 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/H1118/H1118/H1118/H1118/H1118637,749,349 88.00%
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/H1118/H1118/H1118/H1118/H1118/H111886,965,800 12.00%
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/H1118724,715,149 100%
Immediately following the Global Offering, assuming (i) the Offer Size Adjustment
Option is exercised in full and the Over-allotment Option is not exercised and (ii) no changes
are made to our issued share capital of our Company between the Latest Practicable Date and
the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of the
total issued share
capital of our
Company
A 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/H1118/H1118/H1118/H1118/H1118637,749,349 86.44%
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/H1118/H1118/H1118/H1118/H1118/H1118100,010,600 13.56%
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/H1118737,759,949 100.0%
Immediately following the Global Offering, assuming (i) the Offer Size Adjustment
Option is not exercised and the Over-allotment Option is exercised in full and (ii) no changes
are made to our issued share capital between the Latest Practicable Date and the Listing, the
share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of the
total issued share
capital of our
Company
A 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/H1118/H1118/H1118/H1118/H1118637,749,349 86.44%
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/H1118/H1118/H1118/H1118/H1118/H1118100,010,600 13.56%
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/H1118737,759,949 100.0%
SHARE CAPITAL
– 188 –


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Immediately following the completion of the Global Offering, assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are fully exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing, the share capital of our Company will be as follows.
Description of Shares Number of Shares
Percentage of
total issued share
capital of our
Company
A 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/H1118/H1118/H1118/H1118/H1118637,749,349 84.72%
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/H1118/H1118/H1118/H1118/H1118/H1118115,012,100 15.28%
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/H1118752,761,449 100%
OUR SHARES
Our H Shares in issue upon completion of the Global Offering, and our A Shares, are
ordinary Shares in our share capital and are considered as one class of Shares. Shenzhen-Hong
Kong Stock Connect has established a stock connect mechanism between Chinese Mainland
and Hong Kong. Our A Shares can be subscribed for and traded by mainland Chinese investors,
qualified foreign institutional investors or qualified foreign strategic investors and must be
traded in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link,
they can also be subscribed for and traded by Hong Kong and other overseas investors pursuant
to the rules and limits of Shenzhen-Hong Kong Stock Connect. Our H Shares can be subscribed
for or traded by Hong Kong and other overseas investors and qualified domestic institutional
investors. If our H Shares are eligible securities under the Southbound Trading Link, they can
also be subscribed for and traded by mainland Chinese investors in accordance with the rules
and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.
RANKING
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will
rank equally for all dividends or distributions declared, paid or made after the date of this
prospectus. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars
whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition
to cash, dividends may also be distributed in the form of Shares. Holders of our H Shares will
receive share dividends in the form of H Shares, and holders of our A Shares will receive share
dividends in the form of A Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND
TRADING ON THE HONG KONG STOCK EXCHANGE
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the
market prices of our A Shares and our H Shares may be different after the Global Offering. The
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies ( H΅͡ሗ“ஷ”ˏ) announced by the CSRC are
not applicable to companies dual listed in the PRC and on the Hong Kong Stock Exchange. As
of the Latest Practicable Date, there were no relevant rules or guidelines from the CSRC
providing that A Shareholders may convert A shares held by them into H shares for listing and
trading on the Hong Kong Stock Exchange.
SHARE CAPITAL
– 189 –


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APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL
OFFERING
Approval from holders of A Shares is required for our Company to issue H Shares and
seek the listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained
by us at the Shareholders’ general meeting of our Company held on July 11, 2025 and is subject
to the following major conditions:
(i) Size of the offer . The proposed number of H Shares to be offered shall not exceed
15% of the total issued share capital enlarged by the H Shares to be issued pursuant
to the Global Offering (before the exercise of the Over-allotment Option). The
number of H Shares to be issued pursuant to the full exercise of the Over-allotment
Option shall not exceed 15% of the total number of H Shares to be offered initially
under the Global Offering.
(ii) Method of offering. The method of offering shall be by way of an international
offering to institutional investors and a public offer for subscription in Hong Kong.
(iii) Target investors. The H Shares shall be issued to public investors in Hong Kong
under the Hong Kong Public Offering and international investors, qualified domestic
institutional investors in Chinese Mainland and other investors who are approved by
mainland Chinese regulatory bodies to invest abroad in International Offering.
(iv) Price determination basis. The Offer Price of the H Shares will be determined by the
Board and its authorized person with the authorization of the Shareholders’ general
meetings, together with the Overall Coordinators, after full consideration of the
interests of existing Shareholders and the conditions of domestic and international
capital markets conditions with reference to the international practices and through
demands for orders and book-building process using a market-oriented pricing
method.
(v) V alidity period. The issue and listing of H Shares on the Hong Kong Stock Exchange
shall be completed within 24 months from the date on which such matters were
approved at the Shareholders’ meeting held on July 11, 2025.
There are no other approved offering plans for our Shares except the Global Offering.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstance under which our shareholders’ general meeting is required,
see “Summary of Principal Laws and Regulations — Shareholders’ General Meetings” in
Appendix IV to this prospectus.
SHARE CAPITAL
– 190 –


--- page 201 ---
So far as our Directors are aware, immediately following completion of the Global
Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised and no other changes are made to the issued share capital of our Company from
the Latest Practicable Date to the Listing, the following persons will have interests or short
positions (if applicable) in the Shares or underlying Shares, which would be required to be
disclosed to our Company and the Stock Exchange pursuant to the provisions in Divisions 2
and 3 of Part XV of the SFO, or be interested, directly or indirectly, in 10% or more of the
nominal value of any class, or be interested, directly or indirectly, in 10% or more of the
nominal value of any class of share capital carrying rights to vote in all circumstances at
Shareholders’ general meetings of our Company:
Approximate %
of the issued
Shares of our
Company as of
the Latest
Practicable Date
Immediately after the
Global Offering
Name of
Shareholders Nature of interest
Description
of Shares
Number of Shares
interested in
under the SFO
Approximate
%o ft h eA
Shares of our
Company
Approximate
% of the issued
Shares of our
Company
Mr. Jin /H1118/H1118/H1118/H1118/H1118Beneficial owner A Shares 7,745,625 1.21% 1.21% 1.07%
Interest in
controlled
corporation
(1)
A Shares 248,300,500 38.93% 38.93% 34.26%
Jinyin Energy /H1118Beneficial owner A Shares 248,300,500 38.93% 38.93% 34.26%
Note:
(1) As of the Latest Practicable Date, Jinyin Energy was owned as to 100% by Mr. Jin and Mr. Jin was
deemed to be interested in the Shares held by Jinyin Energy under the SFO.
For further information on any other person who will be, immediately following
completion of the Global Offering, directly or indirectly, interested in 10% or more of the
issued voting shares of our subsidiaries, see “Appendix VI — Statutory and General
Information — Further Information about Our Directors and Substantial Shareholders —
Interests of Substantial Shareholders — Interests in our Company’s Subsidiaries.”
SUBSTANTIAL SHAREHOLDERS
– 191 –


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THE CORNERSTONE INVESTMENT
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ”, and collectively the “ Cornerstone Investment Agreements ”) with
the cornerstone investors set out below (each a “ Cornerstone Investor ”, and collectively the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of approximately US$357.99
million (or approximately HK$2,803.27 million, calculated based on an exchange rate of
US$1.00 to HK$7.83057)) (exclusive of brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee) (the “ Cornerstone Investment ”).
Based on the maximum Offer Price of HK$66.40 per Offer Share, the total number of
Offer Shares to be subscribed for by the Cornerstone Investors would be 42,217,400 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 %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
48.54% 5.83% 42.21% 5.72% 42.21% 5.72% 36.71% 5.61%
We believe that (i) the Cornerstone Investment will ensure a reasonable size of solid
commitment at the beginning of the marketing period of the Global Offering and will provide
confidence to the market; and (ii) the Cornerstone Investment demonstrates our Cornerstone
Investors’ confidence in the Company and its business prospect and it will help raise the profile
of the Company. We became acquainted with each Cornerstone Investor through the business
network of the Group, the Overall Coordinators or the other Capital Market Intermediaries.
The Cornerstone Investment will form part of the International Offering, and save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investors and their
respective close associates will not subscribe for any Offer Shares under the Global Offering
(other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be
subscribed for 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 number of H Shares by the public at the time of Listing under Rule 19A.13A(2)
of the Listing Rules. Immediately following 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 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.
CORNERSTONE INVESTORS
– 192 –


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Among the Cornerstone Investors, GIC, Taikang Life, Eastspring, Pinpoint, MWAL,
Millennium and Fullgoal are existing minority Shareholders of our Company or their close
associates, with each of such Cornerstone Investors (and/or their close associates) (in the cases
of Millenium and MWAL, their respective existing interests in our Company are held through
OTC swaps) respectively holding less than 1% of the total issued share capital of the Company
as of the Latest Practicable Date. The Stock Exchange has granted a waiver from strict
compliance with the requirements under Rule 10.04 and consent under Paragraph 1C(2) of
Appendix F1 to the Listing Rules to permit H Shares in the International Offering to be placed
to certain existing minority Shareholders. For further details, please refer to “Waivers —
Allocation of H Shares to Existing Minority Shareholders and their Close Associates.”
Save as the aforesaid, to the best knowledge of our Company, (i) each of the Cornerstone
Investors is an Independent Third Party; (ii) none of the Cornerstone Investors is accustomed
to take instructions from our Company, our Directors, chief executive of our Company,
Controlling Shareholders, substantial Shareholders or existing Shareholders or any of their
subsidiaries or respective close associates in relation to the acquisition, disposal, voting, or
other disposition of Shares registered in its name or otherwise held by it; (iii) none of the
subscriptions of the relevant Offer Shares by any of the Cornerstone Investors is financed by
our Company, Directors, chief executive, Controlling Shareholders, substantial Shareholders,
existing Shareholders or any of their respective subsidiaries or respective close associates; (iv)
each Cornerstone Investor (other than MWAL) will be utilizing its internal financial resources,
financial resources of its shareholders or (in the case of Cornerstone Investors which are funds
or investment managers) the assets managed for its investors as its source of funding for the
subscription of the Offer Shares, and each Cornerstone Investor has sufficient funds to settle
its respective investment under the Cornerstone Investment; and (v) each of the Cornerstone
Investors has confirmed that all necessary approvals have been obtained with respect to the
Cornerstone Investment and that no specific approval from any stock exchange (if relevant) is
required for the relevant Cornerstone Investment. Save for UBS AM Singapore, Eastspring,
ICBC Wealth, MWAL, PSBC Wealth and Fullgoal, none of the Cornerstone Investors or their
shareholder(s) are listed on any stock exchanges.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed for before dealings in the Company’s H Shares commence on the Stock Exchange.
Save for CPE Juniper and UBS AM Singapore, other Cornerstone Investors have agreed that
our Company, the Joint Sponsors and the Joint Sponsor-Overall Coordinators may in their sole
discretion defer the delivery of all or part of the Offer Shares it will subscribe to on a date later
than the Listing Date. Such delayed delivery arrangement is in place to facilitate the
over-allocation in the International Offering. There will be no delayed delivery if there is no
over-allocation in the International Offering. Where delayed delivery takes place, (i) there
would be delayed delivery of Offer Shares to some of the Cornerstone Investors based on
commercial negotiations with the Cornerstone Investors, (ii) the delayed delivery date should
be no later than three business days following the last day on which the Over-allotment Option
may be exercised, (iii) no extra payment will be made to the relevant Cornerstone Investors for
the purpose of the delayed delivery arrangement, and (iv) each of the Cornerstone Investors has
agreed that it shall nevertheless pay for the relevant Offer Shares in full before the Listing. As
such, there will not be any deferred settlement in payment by the Cornerstone Investors.
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, if the total demand for H shares in the Hong Kong Public Offering falls
within the circumstance as set out in the section headed “Structure of the Global Offering —
The Hong Kong Public Offering — Reallocation.” Our Company and the Overall Coordinators
CORNERSTONE INVESTORS
– 193 –


--- page 204 ---
have the absolute discretion, but not obliged, to deduct the number of Offer Shares to be
subscribed by certain Cornerstone Investors in accordance with the terms of their respective
Cornerstone Investment Agreements to satisfy any shortfall, after taking into account the
requirements under Practice Note 18 and Appendix F1 to the Listing Rules as well as the
discretion of Joint Sponsor-Overall Coordinators (for themselves and on behalf of the
International Underwriters) to exercise the Offer Size Adjustment Option and/or Over-
allotment Option. Further, certain Cornerstone Investors have agreed that in the event (1) that
the requirements under Rule 8.08(3) of the Listing Rules, which stipulates that no more than
50% of the Shares in public hands can be beneficially owned by the three largest public
shareholders of the Company, or (2) that the minimum allocation to investors in the placing
tranche (other than Cornerstone Investors) under paragraph 3.2 of Practice Note 18 to the
Listing Rules, may not be complied with on the Listing Date, the number of the H Shares to
be subscribed for by the Cornerstone Investors may be adjusted to ensure compliance with such
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 Thursday, June 4, 2026.
OUR CORNERSTONE INVESTORS
The tables below set forth details of the Cornerstone Investment, assuming the final Offer
Price is fixed at the maximum Offer Price of HK$66.40 per Offer Share.
Assuming the Offer Size Adjustment Option is not exercised
Assuming the Offer Size Adjustment Option
is exercised in full
Cornerstone
Investor
Subscription
amount (1)
Number of
Offer
Shares (2)
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
(USD in
millions)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital (3)
GIC /H1118/H1118/H1118/H1118/H1118/H111880.00 9,434,400 10.85% 1.30% 9.43% 1.28% 9.43% 1.28% 8.20% 1.25%
HHLRA and
HIM
HHLRA /H1118/H1118/H1118/H111825.00 2,948,200 3.39% 0.41% 2.95% 0.40% 2.95% 0.40% 2.56% 0.39%
HIM /H1118/H1118/H1118/H1118/H1118/H111825.00 2,948,200 3.39% 0.41% 2.95% 0.40% 2.95% 0.40% 2.56% 0.39%
CPE /H1118/H1118/H1118/H1118/H1118/H111839.99 4,716,000 5.42% 0.65% 4.72% 0.64% 4.72% 0.64% 4.10% 0.63%
UBS AM
Singapore /H1118/H1118/H1118 30.00 3,537,900 4.07% 0.49% 3.54% 0.48% 3.54% 0.48% 3.08% 0.47%
Taikang Life /H1118/H1118 30.00 3,537,900 4.07% 0.49% 3.54% 0.48% 3.54% 0.48% 3.08% 0.47%
Eastspring
Eastspring
Singapore /H1118/H1118/H1118 10.00 1,179,300 1.36% 0.16% 1.18% 0.16% 1.18% 0.16% 1.03% 0.16%
Eastpring HK /H1118/H1118 6.00 707,500 0.81% 0.10% 0.71% 0.10% 0.71% 0.10% 0.62% 0.09%
Pinpoint /H1118/H1118/H1118/H111830.00 3,537,900 4.07% 0.49% 3.54% 0.48% 3.54% 0.48% 3.08% 0.47%
ICBC Wealth /H1118/H1118 20.00 2,358,600 2.71% 0.33% 2.36% 0.32% 2.36% 0.32% 2.05% 0.31%
MWAL /H1118/H1118/H1118/H1118/H111820.00 2,358,600 2.71% 0.33% 2.36% 0.32% 2.36% 0.32% 2.05% 0.31%
Millennium /H1118/H1118/H1118 20.00 2,358,600 2.71% 0.33% 2.36% 0.32% 2.36% 0.32% 2.05% 0.31%
PSBC Wealth /H1118/H1118 12.00 1,415,100 1.63% 0.20% 1.41% 0.19% 1.41% 0.19% 1.23% 0.19%
Fullgoal
Fullgoal HK /H1118/H1118 3.80 448,100 0.52% 0.06% 0.45% 0.06% 0.45% 0.06% 0.39% 0.06%
Fullgoal Fund /H1118/H1118 6.20 731,100 0.84% 0.10% 0.73% 0.10% 0.73% 0.10% 0.64% 0.10%
Total/H1118/H1118/H1118/H1118/H1118/H1118357.99 42,217,400 48.54% 5.83% 42.21% 5.72% 42.21% 5.72% 36.71% 5.61%
CORNERSTONE INVESTORS
– 194 –


--- page 205 ---
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy. Calculated based on the exchange rate set out in the section headed “Information about this Prospectus
and the Global Offering — Currency Translations” in this prospectus. The actual investment amount is
denominated in Hong Kong dollars.
(2) Rounded down to the nearest whole board lot of 100 H Shares. The exact number of H Shares to be subscribed
for by the Cornerstone Investors will be subject to the exchange rate as prescribed in the relevant cornerstone
investment agreement.
(3) Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and the date of exercise of Over-allotment Option.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Investment.
GIC
GIC Private Limited (“ GIC”) is a leading global investment firm established in 1981 to
secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, it takes a
long-term, disciplined approach to investing. Its asset allocation strategy spans three asset
groups — equities, fixed income, and real assets. These include investments in developed and
emerging market equities, nominal and inflation-linked bonds, private equity, real estate,
alternatives, and infrastructure. It is headquartered in Singapore, with a global presence
including a talent force of over 2,300 people in 11 key financial cities and investments in over
40 countries. GIC seeks to add meaningful value to its investments and be an investor of choice
by leveraging its long-term approach, multi-asset capabilities, and global connectivity.
HHLRA and HIM
HHLR Advisors, Ltd. (“ HHLRA ”) is an exempted company incorporated in the Cayman
Islands that acts as the investment manager of investment funds (collectively the “ HHLRA
Funds ”), which are limited partnerships formed under the laws of the Cayman Islands. There
is no individual limited partner investor who holds an economic interest of 30% or more in the
HHLRA Funds. HHLRA intends to hold the Offer Shares through one of the HHLRA Funds,
namely HACF, L.P.
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment
with sustainable, forward-thinking companies across industrial, consumer, healthcare and
business services sectors. HHLRA manages capital for global institutions, including non-profit
foundations, endowments, and pensions. HHLRA is entering the cornerstone investment
agreement with the Company in its capacity as an investment manager and on behalf of the
HHLRA Funds.
Hillhouse Investment Management, Ltd. (“ HIM”) is an exempted company incorporated
in the Cayman Islands that acts as the investment manager of investment funds (collectively the
“HIM 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 HIM Funds. HIM intends to hold the Offer Shares through an entity held by one of the
HIM Funds, namely HH RSV-XVII Holdings Limited.
HIM is dedicated to partnering with high quality businesses for the long-term. It offers
a range of investment strategies that span public equity, private equity (including buyout,
venture capital and growth strategies) and real assets. HIM partners with exceptional
entrepreneurs and management teams to create value, with a particular focus on innovation and
sustainable growth across industrial, consumer, healthcare and business services sectors. HIM
manages capital for global institutions, including non-profit foundations, endowments, and
pensions. HIM is entering the cornerstone investment agreement with the Company in its
capacity as an investment manager and on behalf of the HIM Funds.
CORNERSTONE INVESTORS
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CPE Juniper
CPE Juniper Investment Limited (“ CPE Juniper ”) is a business company incorporated
under the laws of the BVI and its primary business activity is investment holding. It is a
subsidiary of CPE Global Opportunities Fund II, L.P. (“ CPE GOF II ”), an exempted limited
partnership formed under the laws of the Cayman Islands. Apart from CPE GOF II, no other
shareholder holds more than 30% interest in CPE Juniper. The general partner of CPE GOF II
is CPE GOF GP Limited, a company incorporated in the Cayman Islands with limited liability.
CPE GOF GP Limited is directly and wholly owned by CPE Management International
Limited, which is in turn wholly owned by CPE Management International II Limited, both of
which are companies incorporated in the Cayman Islands with limited liability. CPE
Management International II Limited is owned by a number of shareholders that are natural
persons who are Independent Third Parties and none of whom holds 30% or more interest in
CPE Management International II Limited. CPE GOF II’s investor base comprises both
corporate and entrepreneurial investors, and none of the limited partners hold 30% or more
interest in CPE GOF II.
UBS AM Singapore
UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore ”), a company
incorporated in Singapore in December 1993, has entered into a cornerstone investment
agreement with the Company and the Joint Sponsors, in its capacity as the investment manager
for and on behalf of the following fund: (i) UBS (Lux) Equity Fund — Greater China (USD);
(ii) UBS (Lux) Equity Fund — China Opportunity (USD); (iii) UBS (HK) Fund Series — China
Opportunity Equity (USD); (iv) UBS (Lux) Equity SICA V — All China (USD); (v) UBS (CAY)
China A Opportunity; and (vi) certain other segregated accounts and mandates. To the best of
UBS AM Singapore’s knowledge, no single ultimate beneficial owner holds 30% or more
interest in those funds.
UBS AM Singapore is a wholly owned subsidiary of UBS Asset Management AG, an
investment management company, which is wholly ultimately owned by UBS Group AG,
which is a company organized under Swiss law as a corporation that has issued shares of
common stock to investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange
(stock code: UBSG) and the New York Stock Exchange (stock code: UBS).
Taikang Life
Taikang Life Insurance Co., Ltd (“ Taikang Life ”), a company incorporated in China, is
a wholly owned subsidiary of Taikang Insurance Group Inc. There is no shareholder holding
30% or more in Taikang Insurance Group Inc. Taikang Life provides a full range of personal
security and investment and wealth management products and services for individuals and
families. The products on offer correspond to the different requirements of customers in terms
of market segments such as the children and teenagers, females and high-income population
groups. They also meet multidimensional demands regarding health care and accident cover,
pensions and wealth management, among others. Taikang Insurance Group Inc. is an insurance
and financial service conglomerate focused on insurance, asset management and health and
elderly care as main businesses. The Beijing-headquartered company consists of several
subsidiaries including Taikang Life, Taikang AMC, Taikang Pension, Taikang Healthcare,
Taikang Health, and TK.CN. Its product offering covers life insurance, internet-based financial
insurance, enterprise annuity, asset management, health and elderly care, health management
and commercial real estate, among others.
CORNERSTONE INVESTORS
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Eastspring
Eastspring Investments (Singapore) Limited (“ Eastspring Singapore ”), established in
1994 and headquartered in Singapore, and Eastspring Investments (Hong Kong) Limited
(“Eastspring HK ”), established in 1994 (collectively, “ Eastspring ”), bring over 30 years of
investment expertise in Asia. Eastspring is ultimately wholly owned by Prudential plc, a
publicly listed company which has dual primary listings on the Stock Exchange of Hong Kong
(HKEX: 2378) and the London Stock Exchange (LSE: PRU), a secondary listing on the
Singapore Stock Exchange (SGX: K6S), and a listing on the New York Stock Exchange
(NYSE: PUK) in the form of American Depositary Receipts. As of December 31, 2025,
Eastspring managed US$278 billion in assets. Eastspring offers a diverse range of investment
strategies for both Asian and non-Asian institutions, working closely with its local offices to
deliver tailored solutions to institutional clients.
Eastspring, acting as the discretionary investment manager for and on behalf of six
discretionary funds established under various jurisdictions (collectively, the “ ESI Managed
Funds ”), has agreed to participate in the Global Offering and for such ESI Managed Funds to
invest as Cornerstone Investors. Specifically, the ESI Managed Funds comprise: (i) two funds
managed by Eastspring Singapore, namely EASTSPRING INVESTMENTS — ASIA
OPPORTUNITIES EQUITY FUND (an open-end mutual fund) and AHAPAG — ASIA
PACIFIC ACTIVE GROWTH EQUITY PORTFOLIO (a segregated mandate), the sole ultimate
beneficial owner of which is Prudential plc; and (ii) four funds managed by Eastspring HK,
namely EASTSPRING INVESTMENTS — CHINA EQUITY FUND and EASTSPRING
INVESTMENTS — GREATER CHINA EQUITY FUND (open-end mutual funds), and
AHCEQF CHINA EQUITY FUND PORTFOLIO and NDGCEF_O RUPIAH INDONESIA
GREATER CHINA EQUITY FUND_OFFSHORE PORTFOLIO (segregated mandates), which
have multiple holders. To the best of Eastspring’s knowledge, EASTSPRING INVESTMENTS
— CHINA EQUITY FUND has no ultimate beneficial owner who holds an interest of 30% or
more. Each of EASTSPRING INVESTMENTS — GREATER CHINA EQUITY FUND,
AHCEQF CHINA EQUITY FUND PORTFOLIO and NDGCEF_O RUPIAH INDONESIA
GREATER CHINA EQUITY FUND_OFFSHORE PORTFOLIO has an ultimate beneficial
owner holding an interest of 30% or more, which is Prudential plc. The holders of the ESI
Managed Funds and their respective ultimate beneficial owners (including Prudential plc) are,
to the best of the knowledge, information, and belief of the Company, Independent Third
Parties.
Pinpoint
Pinpoint Asset Management Limited (“ Pinpoint ”) is the investment advisor of the funds
under its management, which comprise solely of exempted companies incorporated in Cayman
Islands, namely Pinpoint China Fund and Pinpoint Multi-Strategy Master Fund, both of which
are discretionary investment funds. Pinpoint is a limited liability company incorporated in
Hong Kong on June 4, 2010. It is an independent investment research and management
company that provides active asset management services to institutional investors, pension
funds, private banking, fund of funds, family offices and high net worth individuals. It is
licensed to conduct asset management business (type 9 regulated activities as defined under the
SFO) by the SFC. It is directly held by Pinpoint Capital Management Group as to 100%, and
is ultimately held as to 84.1% by Mr. Wang Qiang, and as to 15.9% by Ms. Bao Jiarong, both
of whom are Independent Third Parties. Apart from Mr. Wang Qiang who holds 30% or more
of Pinpoint China Fund and Pinpoint Multi-Strategy Master Fund, no other ultimate beneficial
owner holds 30% or more interest in Pinpoint China Fund or Pinpoint Multi-Strategy Master
Fund.
CORNERSTONE INVESTORS
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ICBC Wealth
ICBC Wealth Management Co., Ltd. (“ ICBC Wealth ”) was established in May 2019 in
Beijing, with a registered capital of RMB16 billion. It is a wholly-owned subsidiary of
Industrial and Commercial Bank of China Limited, a company listed on the Shanghai Stock
Exchange (stock code: 601398) and the Hong Kong Stock Exchange (stock code: 1398). The
business scope of ICBC Wealth is public issuance of wealth management products to the
general public, investment and management of entrusted assets for investors; non-public
issuance of wealth management products to qualified investors, investment and management of
entrusted assets for investors; wealth management advisory and consulting services; and other
businesses as approved by the banking regulatory authority under the State Council.
As confirmed by ICBC Wealth, the subscription of the Offer Shares as a Cornerstone
Investor will be made by ICBC Wealth in its capacity as the investment manager of certain
wealth management products under its discretionary management, and no single ultimate
beneficial owner holds 30% or more interests in such products.
MW AL
Marshall Wace Asia Limited (“ MW AL”) is the delegated investment manager of, and
manages on a fully discretionary basis, the MWIS Market Neutral TOPS Fund, MWIS Eureka
Fund and MWIS TOPS Emerging Markets Absolute Return Fund, which are sub-trusts of
Marshall Wace Investment Strategies, an umbrella unit trust established under the laws of
Ireland, and the MWMF SPC Alpha Plus Fund, a fund of Marshall Wace Master Funds SPC,
a Cayman Islands exempted company registered as a segregated portfolio company and as a
regulated mutual fund with the Cayman Islands Monetary Authority (collectively, the “ MW
Funds ”). No single ultimate beneficial owner holds 30% or more of the interests in the MW
Funds.
MWAL is one of the investment management entities within the Marshall Wace group
(MWAL, together with its affiliated entities, “ Marshall Wace ”). MWAL is a limited liability
company established under the laws of Hong Kong. It is authorized and regulated by the
Securities and Futures Commission of Hong Kong. A subsidiary of KKR & Co. Inc. (a company
listed on the New York Stock Exchange (NYSE: KKR)) indirectly holds a 39.9% ownership
interest in MWAL, and there are no other beneficial owners who hold a 25% or more direct or
indirect ownership interest in MWAL. Marshall Wace is a global alternative investment
management firm whose main activity is the provision of investment management services to
collective investment schemes, pursuing a diverse range of investment strategies across asset
classes and geographies.
MW Funds may obtain external financing to finance their subscription of the Offer
Shares. The Offer Shares to be subscribed for by MW Funds will be held in a prime brokerage
account in the name of the relevant MW Fund with UBS AG (or any of its respective affiliates),
a prime broker who is not an underwriter (or its affiliates) of the Global Offering, and will be
charged to that prime broker as security for the relevant MW Fund’s obligations to that prime
broker. Under the terms of the prime brokerage relationship, upon the occurrence of certain
customary events of default, the relevant MW Fund may be required to discharge its
obligations to the prime broker, and the prime broker may therefore have the right to enforce
its security interest by way of appropriation or foreclosure or by exercising a power of sale over
the Offer Shares subject to such charge at any time upon the occurrence of such an event of
default, save that MW Funds severally (and not jointly, nor jointly and severally) undertake to
the Company, the Joint Sponsors, and the Overall Coordinators to procure that the relevant
prime broker undertakes to the Company not to dispose of the relevant Offer Shares until after
the date falling six months after the Listing Date.
CORNERSTONE INVESTORS
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Millennium
Millennium Capital Management (Singapore) Pte. Ltd. (“ Millennium Capital ”) is the
principal investment manager of Integrated Core Strategies (Asia) Pte. Ltd. (“ Millennium
ICSA”), the cornerstone investor. Millennium Capital is one of the investment management
entities in the Millennium Group (Millennium Capital, together with its affiliated entities, are
collectively referred to herein as “ Millennium ”). Millennium is a global, diversified
alternative investment management firm and seeks to pursue a diverse range of investment
strategies across industry sectors, asset classes and geographies. Millennium ICSA is
incorporated in Singapore and Millennium Capital is licensed by the Monetary Authority of
Singapore. No ultimate beneficial owner holds more than 30% interests in Millennium ICSA.
PSBC Wealth
PSBC Wealth Management Co., Ltd. (ப΂ʮ̡)( “ PSBC Wealth ”) was
established on December 18, 2019, with a registered capital of RMB8.0 billion, in which Postal
Savings Bank of China Co., Ltd. (ʮ̡), a company listed on the
Main Board of the Stock Exchange (stock code: 1658), holds a 100% stake and is ultimately
controlled by China Post Group Corporation Limited (ʮ̡). Its business
scope is public issuance of wealth management products to the general public, investment and
management of entrusted assets for investors; non-public issuance of wealth management
products to eligible investors, investment and management of entrusted assets for investors;
financial advisory and consulting services, etc. PSBC Wealth remained firmly committed to
balanced development of scale, quality and profitability, aimed at fostering core
competitiveness, deepened investment analysis, marketing, internal control, operational
reforms and digital transformation, and continued to improve the rule-based, specialized and
market-oriented development of wealth management business.
Fullgoal
Fullgoal HK
Fullgoal Asset Management (HK) Limited (“ Fullgoal HK ”) will subscribe for and hold
the relevant number of Offer Shares under the Cornerstone Investment Agreement both on full
discretion investment basis and on behalf of its clients who are Independent Third Parties.
None of the funds managed by Fullgoal HK that participate in the Cornerstone Investment has
any single ultimate beneficial owner holding 30% or more of the interests therein. Established
in 2012 in Hong Kong, Fullgoal HK is a wholly owned subsidiary of Fullgoal Fund
Management Co., Ltd. (“ Fullgoal Fund ”, together with Fullgoal HK, “ Fullgoal ”). Fullgoal HK
has Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset
Management) licenses issued by the SFC.
Fullgoal Fund
Fullgoal Fund is a fund management company established in China in April 1999, and is
one of the first ten fund management companies authorized by the CSRC and other regulatory
authorities to obtain full licenses to provide asset management services in the PRC. Fullgoal
Fund has a registered capital of RMB520 million and its main scope of business includes the
provision of traditional fund management services, fund raising, fund sale and asset
management solutions to both domestic and overseas clients. Fullgoal Fund is a QDII approved
by the relevant PRC authority and is also the first fund management company with foreign
equity participation among the first ten fund management companies in China. The relevant
funds proposed to subscribe for the Offer Shares under the management of Fullgoal Fund are
open-ended publicly raised securities investment funds registered with the CSRC.
CORNERSTONE INVESTORS
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Fullgoal Fund will subscribe for and hold the relevant number of Offer Shares under the
Cornerstone Investment Agreement on behalf of its clients who are Independent Third Parties.
None of the funds managed by Fullgoal Fund that participate in the Cornerstone Investment has
any single ultimate beneficial owner holding 30% or more of the interests therein.
The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इ
ʮ̡) (stock codes: 601211.SH and 2611.HK) holding 27.775% in Fullgoal
Fund; (ii) Shenwan Hongyuan Securities Co., Ltd. (ʮ̡) holding 27.775%
in Fullgoal Fund; (iii) Bank of Montreal holding 27.775% in Fullgoal Fund, and (iv) Shandong
Financial Asset Management Co., Ltd. (ʮ̡), holding 16.675%
in Fullgoal Fund.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions (as the case may be):
(i) the Underwriting Agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in the Underwriting Agreements, and neither of the aforesaid
Underwriting Agreements having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Joint
Sponsor-Overall Coordinators (for themselves and on behalf of the underwriters of
the Global Offering);
(iii) 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 Offer 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;
(iv) 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
(v) the respective acknowledgements, representations, warranties, undertakings and
confirmations of the relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement are accurate and true in all material respects and not
misleading and that there is no material breach of the Cornerstone Investment
Agreement on the part of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or
indirectly, at any time during the period of six months 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 that will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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BOARD OF DIRECTORS
Our Board of Directors comprises nine Directors, including five executive Directors and
four independent non-executive Directors. Pursuant to the Articles of Association, our
non-employee representative Directors are elected by the Shareholders for a term of three years
and are eligible for re-election upon expiry of their terms of office. According to the relevant
PRC laws and regulations, an independent non-executive Director shall not serve for more than
six consecutive years.
The following table sets forth the key information about our Directors.
Name Age* Positions
Time of
joining our
Group
Date of
appointment
as a Director
Roles and
responsibilities
Mr. JIN Xin
(㒥) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
59 Chairman of the
Board and
executive Director
September 22,
2003
September 22,
2003
Responsible for providing
strategic guidance for the
overall business
development of our
Group
Mr. SUN Xiaole
(ወᆀ) /H1118/H1118/H1118/H1118/H1118/H1118
45 Executive Director
and general
manager
August 1,
2004
September 20,
2011
Responsible for the
management of business
operations of our Group,
as well as the
management of the
domestic wind power
equipment and
shipbuilding businesses
Ms. LIU Aihua
(ڀ)H1118/H1118/H1118/H1118/H1118/H1118
49 Executive Director,
deputy general
manager and chief
financial officer
September 23,
2022
January 19,
2023
Responsible for the
financial management of
our Group
Mr. LI Xin
(ҽอ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director
and deputy
general manager
January 4,
2019
July 11, 2025 Responsible for the
management of the
overseas business of our
Group
Mr. JIANG Haitao
(ऎᏹ) /H1118/H1118/H1118/H1118/H1118/H1118
46 Executive Director August 31,
2023
June 24, 2025 Responsible for the
execution management of
export projects at
offshore engineering base
of our Group
Mr. CAI Meng
(ᇹ഼) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
59 Independent
non-executive
Director
March 4, 2022 March 4, 2022 Responsible for providing
independent oversight
and advisory services to
our Board
Mr. QU Guangjie
(؏)H1118/H1118/H1118/H1118/H1118/H1118
43 Independent
non-executive
Director
January 19,
2023
January 19,
2023
Responsible for providing
independent oversight
and advisory services to
our Board
Ms. ZHANG Wei
(ੵ⒜) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
48 Independent
non-executive
Director
January 19,
2023
January 19,
2023
Responsible for providing
independent oversight
and advisory services to
our Board
DIRECTORS AND SENIOR MANAGEMENT
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Name Age* Positions
Time of
joining our
Group
Date of
appointment
as a Director
Roles and
responsibilities
Ms. LU Qiannan
(ی࠺)H1118/H1118/H1118/H1118/H1118/H1118
51 Independent
non-executive
Director
July 11, 2025 July 11, 2025 Responsible for providing
independent oversight
and advisory services to
our Board
Note: Ages are calculated based on the year of birth.
Executive Directors
Mr. JIN Xin (㒥), aged 59, is our founder, an executive Director and the chairman of
our Board. He is primarily responsible for providing strategic guidance for the overall business
development of our Group.
Mr. Jin is a seasoned entrepreneur with over two decades of experience in corporation
management and possesses extensive experience in the offshore wind power industry. He
founded our Group in September 2003 and has been serving as our Director and chairman of
the Board since its inception. In July 2025, he was re-designated as an executive Director, with
effect from the Listing Date. Mr. Jin previously served as the general manager of our Company
from April 2017 to November 2017. He currently holds directorships across various
subsidiaries of our Group, providing strategic leadership across our operations. Mr. Jin has
been serving as the executive director and general manager of Jinyin Energy, our Controlling
Shareholders, since July 2007.
Mr. Jin obtained his college diploma in economic management through correspondence
from Liaoning Administration College (ኪ৫) in the PRC in June 1994.
Mr. SUN Xiaole (ወᆀ), aged 45, is an executive Director and the general manager of
our Company. He is primarily responsible for the management of business operations of our
Group, as well as the management of the domestic wind power equipment and shipbuilding
businesses.
Mr. Sun joined our Company in August 2004 and has demonstrated progressive career
advancement within our organization. He has been serving as a Director since September 2011
and the general manager of our Company since November 2017, respectively. In July 2025, he
was re-designated as an executive Director, with effect from the Listing Date. He also holds
directorships and senior management positions in several subsidiaries of our Group, providing
operational oversight across our business units. He initially served as a staff member of the
engineering department, and subsequently held position as deputy general manager of our
Company from November 2006 to November 2017. During his tenure, he held multiple
positions, including general manager of the marketing center, general manager of the Shandong
Penglai Offshore Facility, and general manager of the procurement management center. Mr.
Sun was appointed as the general manager of Liaoning Panjin Shipbuilding Facility in October
2024.
Mr. Sun obtained his college diploma in architectural engineering from Shenyang Jianzhu
University (ጘɽኪ) in the PRC in July 2004.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. LIU Aihua (ڀ)aged 49, is an executive Director, deputy general manager and
chief financial officer of our Company. She is primarily responsible for the financial
management of our Group.
Ms. Liu joined our Group in September 2022 as a general manager of the finance
management center. In January 2023, Ms. Liu was subsequently appointed as the chief
financial officer of our Company and a Director. In addition, she served as a general manager
of the new energy investment business department of our Company from October 2022 to April
2025, and a general manager of new energy production center from April 2025 to June 2025.
In July 2025, she was re-designated as an executive Director, with effect from the Listing Date.
Ms. Liu was further appointed as our deputy general manager in January 2026.
Ms. Liu is equipped with extensive experience in corporate financial management and
auditing. Prior to joining our Group, she served as head of the group financial management
department and chief financial officer of the new energy & wind power manufacturing division
at Goldwind Science & Technology Co., Ltd. (ʮ̡), a company focused on
the development and production of wind power generation equipment with its shares listed on
the Stock Exchange (stock code: 02208) and the Shenzhen Stock Exchange (stock code:
002202), from April 2012 to August 2022. Before that, Ms. Liu (i) served as a senior consulting
manager at China Financial Advisory Co., Ltd. (ʮ̡); (ii) worked at Beijing
Tianjun Changyin Media Technology Co., Ltd. (ʮ̡); and (iii)
served as the financial manager at Sichuan Fenshi Advertising Media Co., Ltd. (ᄿѓ
ʮ̡).
Ms. Liu obtained her bachelor’s degree in information management and information
system from Beijing Wuzi College (༟ኪ৫) in July 2000 and master’s degree in
quantitative economics from North China University of Technology ( ̏˙ʈุɽኪ) in the PRC
in July 2003, respectively. She has been a member of the Chinese Institute of Certified Public
Accountants (՘ึ) since January 2004.
Mr. LI Xin ( ҽอ), aged 46, is an executive Director and the deputy general manager of
our Company. He is primarily responsible for the management of the overseas business of our
Group.
Mr. Li joined our Group as an assistant to the chairman on January 4, 2019 and was
appointed as the deputy general manager in April 2025. He was further appointed as a Director
in July 2025 with his role as an executive Director taking effect from the Listing Date.
Currently, Mr. Li also serves as a general manager of the overseas business center since March
2022. In addition, he served as the marketing director ( ᐄቖᐼ္) of overseas offshore
engineering from January 2020 to August 2020, and a deputy general manager of the marketing
center from August 2020 to March 2022. Prior to joining our Group, Mr. Li served at Vestas
Beijing Co., Ltd. (ɢҦஔ(ʕ਷)ʮ̡), and at ALSTOM Beijing Co., Ltd. ( ̏
ဧ౶ஷ(̏ԯ)ʮ̡), respectively.
Mr. Li obtained his bachelor’s degree in metal material engineering from Dalian Railway
College ( ɽஹ᚛༸ኪ৫) (currently known as Dalian Jiaotong University ( ɽஹʹஷɽኪ)) in
the PRC in July 2003.
Mr. JIANG Haitao (ऎᏹ), aged 46, is an executive Director primarily responsible for
the execution management of export projects at offshore engineering base of our Group.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Jiang joined our Group in August 2023. He served as the deputy general manager at
our Shandong Penglai Offshore Facility since August 2023 until July 2025. He has been
serving as the executive deputy general manager at Hebei Tangshan Caofeidian Deep and
Far-sea Offshore Facility since July 2025. Mr. Jiang was elected as an employee representative
Director in June 2025, and was re-designated as an executive Director in July 2025, with effect
from the Listing Date.
Mr. Jiang possesses over 20 years of experience in engineering and energy industry
technical management. Prior to joining our Group, Mr. Jiang served as different roles in several
companies, including, (i) an assistant engineer at China National Offshore Oil Corporation
Nanhai West Co., Ltd. (ʮ̡, previously known as China National
Offshore Oil Corporation Nanhai West (ऎГ௅ʮ̡)), (ii) a project engineer
and project manager at Shenzhen Chiwan Sembawang Engineering Co., Ltd. (׶
ʮ̡), (iii) a project manager at one of the subsidiaries of COSCO SHIPYARD Group
Co., Ltd. (ʮ̡), (iv) a project control manager at Energy Drilling Pte.
Ltd; (v) a field representative at Husky Oil China Ltd. (ʮ̡) and (vi) a
project general manager of CNOOC Fulu Heavy Industry Co., Ltd (ʮ̡).
Mr. Jiang obtained his bachelor’s degree in aircraft propulsion engineering from Civil
Aviation College of China (ኪ৫) (currently known as Civil Aviation University
of China ( ʕ਷͏ঘɽኪ)) in the PRC in July 2002.
Independent Non-executive Directors
Mr. CAI Meng ( ᇹ഼), aged 59, is an independent non-executive Director of our
Company. He is primarily responsible for providing independent oversight and advisory
services to our Board. He joined our Group as an independent Director in March 2022 and was
re-designated as an independent non-executive Director in July 2025, with effect from the
Listing Date.
Mr. Cai has been serving as the chairman of the board of Beijing Hengcheng Zhiyuan
Enterprise Consulting Group Co., Ltd. (ʮ̡, previously
known as Beijing Hejun Hengcheng Enterprise Consulting Group Co., Ltd. ( ̏ԯձё㛬ϓΆ
ʮ̡)) since March 2016. In addition, he served as the general manager of
Beijing Hengcheng Zhiyuan Enterprise Consulting Group Co., Ltd. ( ̏ԯ㛬ϓ౽ჃΆุᚥਪණ
ʮ̡,) from March 2016 to January 2018. Mr. Cai also served as an independent
non-executive Director in Qinqin Foodstuffs Group (Cayman) Company Limited, the shares of
which are listed on the Stock Exchange (stock code: 1583), from June 2016 to May 2024.
Mr. Cai obtained his bachelor’s degree in ideological and political education and
administrative management and his master’s degree in educational management from Beihang
University (ঘ˂ɽኪ) in the PRC in July 1990 and July 1997, respectively.
Mr. QU Guangjie (؏)aged 43, is an independent non-executive Director of our
Company. He is primarily responsible for providing independent oversight and advisory
services to our Board. He joined our Group as an independent Director in January 2023 and was
re-designated as an independent non-executive Director in July 2025, with effect from the
Listing Date.
Mr. Qu has been working at Beijing Dacheng Law Offices (הsince
July 2007 and currently serves as its senior partner. He has been serving as an internal review
committee member of Huajin Securities Co., Ltd. (ʮ̡) since November
2022. He has also been serving as a director of Dalian Lvshunkou District State-owned Capital
Investment and Operation Group Co., Ltd. (ʮ̡)
since March 2020, and a director of Beijing Sino-science Gene Technology Co., Ltd. ( ̏ԯʕ
ʮ̡) since January 2021, respectively.
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Previously, Mr. Qu served as the senior manager and internal review committee member
in the investment banking department of Central China Securities Co., Ltd. (΅Ϟ
ʮ̡), the shares of which are listed on the Stock Exchange (stock code: 01375) and
Shanghai Stock Exchange (stock code: 601375). He also served as a partner at Beijing Qianyu
Law Firm (הand worked at Beijing Zhongzi Law Office (ࢪܛ
ה.)
Mr. Qu obtained his bachelor’s degree in law from China University of Political Science
and Law (ɽኪ) in the PRC in July 2006. He has achieved several professional
qualifications including (i) the Securities Qualification Certificate (ᗇ)i n
September 2011; (ii) the Fund Qualification Certificate (ᗇ) in April 2016; (iii)
the Independent Director Qualification Certificate (ࣣfrom Shenzhen Stock
Exchange in June 2017; and (iv) the Board Secretary Qualification Certificate (༟
ࣣin October 2017.
Ms. ZHANG Wei ( ੵ⒜), aged 48, is an independent non-executive Director of our
Company. She is primarily responsible for providing independent oversight and advisory
services to our Board. She joined our Group as an independent Director in January 2023 and
was re-designated as an independent non-executive Director in July 2025, with effect from the
Listing Date.
Ms. Zhang served as an auditor, project manager and senior manager successively at
WUYIGE Certified Public Accountants LLP (ה(౷ஷΥྫ)) starting at
February 2008, where she currently serves as a senior manager and partner. She worked as an
independent director of HES Technology Group Co., Ltd. (ʮ̡), the
shares of which are listed on the Shenzhen Stock Exchange (stock code: 002963), from January
2024 to December 2025.
Ms. Zhang graduated from Northeast Normal University (ᇍɽኪ) in the PRC with
a major in Chinese language and literature in June 2003. She has been a member of the Chinese
Institute of Certified Public Accountants since October 2009.
In 2017, the Xinjiang Regulatory Bureau of the CSRC (“ Xinjiang CSRC Bureau ”)
issued a decision letter to Ms. Zhang and another individual in connection with certain
procedural audit deficiencies (the “ Audit Deficiencies ”) identified in their audit of a A-share
listed company’s annual report. The Audit Deficiencies related to the execution of risk
assessment procedures, substantive audit procedures, and the organization of audit working
papers only. Such deficiencies were procedural in nature and did not involve any fraudulent
conduct, dishonesty, or integrity concerns. The Xinjiang CSRC Bureau required Ms. Zhang to
attend a regulatory talk, and no penalty, public sanction, or disciplinary action was imposed.
A rectification report in relation to the Audit Deficiencies was immediately submitted to the
Xinjiang CSRC Bureau, and the matter has been fully concluded with no further regulatory
action taken.
As advised by our PRC Legal Advisors, the decision letter does not constitute a major or
severe administrative measure, nor does it amount to an administrative penalty or public
censure under PRC securities laws or CSRC regulations. Given that (i) the Audit Deficiencies
do not involve any fraudulent conduct, dishonesty, or integrity concerns and there is no
suggestion of willful misconduct or personal wrongdoing by Ms. Zhang; (ii) all necessary
remedial actions were completed by Ms. Zhang prior to her appointment as a Director; (iii)
Ms. Zhang has demonstrated continuous professional development and has further
strengthened her expertise in audit quality control and risk management; (iv) save as the
regulatory talk, Ms. Zhang had not been subject to any other administrative measures, our
Directors are of the view that the above incident does not impugn the integrity or suitability
of Ms. Zhang to serve as a Director of our Company.
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Ms. LU Qiannan (ی࠺)aged 51, is an independent non-executive Director of our
Company. She is primarily responsible for providing independent oversight and advisory
services to our Board. She joined our Group as an independent Director in July 2025 and was
re-designated as an independent non-executive Director in July 2025, with effect from the
Listing Date.
Ms. Lu has been working at adidas Sourcing Limited since May 2024 with her current
position as the senior director tax with corporate tax. She served as a tax partner of Ernst &
Young Tax Services Limited from July 2020 to December 2023. She worked at Schneider
Electric South East Asia (HQ) Pte Ltd from February 2012 to May 2020, with her last position
as a vice president of tax, APAC. From July 2009 to February 2012, she served as Greater
China senior tax director at Oracle (China) Software Systems Co., Ltd. ( ͠৶˖(ʕ਷)ழ΁ӻ
ʮ̡). She served at PricewaterhouseCoopers Consultants (Shenzhen) Limited, Beijing
Branch ( ౷ശ͑༸ፔ༔(ଉέ)ʮ̡̏ԯʱʮ̡) from April 1997 to June 2009, with her last
position as a director of the tax department.
Ms. Lu obtained her bachelor’s degree in taxation from Central University of Finance and
Economics ( ʕ̯ৌ຾ɽኪ) in the PRC in July 1997. She has been a member of the China
Certified Tax Agents Association (՘ึ) since May 2006, and a member of the
Chinese Institute of Certified Public Accountants since September 2010, respectively.
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business.
The following table sets forth the key information about our senior management as of the
Latest Practicable Date.
Name Age* Positions
Time of
joining our
Group
Date of
appointment
as a senior
management
Roles and
responsibilities
Mr. SUN Xiaole
(ወᆀ) /H1118/H1118/H1118/H1118/H1118/H1118
45 Executive Director
and general
manager
August 1,
2004
November 8,
2006
Responsible for the
management of business
operations of our Group,
as well as the
management of the
domestic wind power
equipment and
shipbuilding businesses
Ms. LIU Aihua
(ڀ)H1118/H1118/H1118/H1118/H1118/H1118
49 Executive Director,
deputy general
manager and chief
financial officer
September 23,
2022
January 19,
2023
Responsible for the
financial management of
our Group
Mr. LI Xin ( ҽอ) /H1118/H111846 Executive Director
and deputy
general manager
January 4,
2019
April 10, 2025 Responsible for the
management of the
overseas business of our
Group
Ms. GE Xin (ؚ)H111843 Secretary of the
Board and deputy
general manager
August 5,
2023
December 15,
2023
Responsible for overseeing
the corporate governance
practices, investor
relations management
and information
disclosure of our Group
Note: Ages are calculated based on the year of birth.
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Mr. SUN Xiaole (ወᆀ), aged 45, is an executive Director and general manager of our
Company. For his biography, see “— Board of Directors — Executive Directors” in this
section.
Ms. LIU Aihua (ڀ)aged 49, serves as an executive Director, deputy general
manager and chief financial officer of our Company. For her biography, see “— Board of
Directors — Executive Directors” in this section.
Mr. LI Xin ( ҽอ), aged 46, is an executive Director and deputy general manager of our
Company. For his biography, see “— Board of Directors — Executive Directors” in this
section.
Ms. GE Xin (ؚ)aged 43, is our secretary of the Board, deputy general manager and
one of our joint company secretaries. She is mainly responsible for overseeing the corporate
governance practices, investor relations management and information disclosure of our Group.
Ms. Ge joined our Company in August 2023 and has been serving as a secretary of the
Board within our Group since December 2023 and was appointed as a joint company secretary
in June 2025. Ms. Ge was further appointed as our deputy general manager in January 2026.
Prior to joining our Group, Ms. Ge accumulated extensive working experience and has
served in various positions at several listed companies, including (i) serving as board secretary
of Ningbo Ronbay New Energy Technology Co., Ltd. (ʮ̡)
(stock code: 688005.SH) from June 2021 to August 2023; (ii) working at 5i5j Holding Group
Co., Ltd. (ʮ̡) (stock code: 000560.SZ) from November 2018 to
June 2021, with her final position being director of the board office (˴΂), head
of investor relations and chairwoman of the supervisory committee; (iii) working at Hanhua
Financial Holding Co., Ltd. (ʮ̡) (stock code: 03903.HK) from October
2017 to November 2018, with her final position being head of the fund management
department of the capital group; and (iv) working at Beijing Dangsheng Material Technology
Co., Ltd. (ʮ̡) (stock code: 300073.SZ) from April 2009 to May
2013, with her final position being director of the general manager’s office. She also worked
at Beijing Ronbay Investment Holdings Co., Ltd. (ʮ̡) from May
2013 to September 2017, with her final position being operations director.
Ms. Ge obtained her bachelor’s degrees in pharmaceutical engineering and international
economics and trade from Changchun University of Technology (ʈุɽኪ) in the PRC in
the July 2006 and received her master’s degree in organic chemistry from the same university
in June 2009. She has achieved several professional qualifications including (i) the Board
Secretary Qualification Certificate of Shenzhen Stock Exchange (ࣣ)
in December 2018; (ii) the SSE STAR Market Board Secretary Qualification Certificate ( ɪʹ
ᗇ) in July 2021; (iii) the Securities Qualification Certificate in September
2019; and (iv) the Fund Qualification Certificate in April 2018.
OTHER INFORMATION IN RELATION TO OUR DIRECTORS AND SENIOR
MANAGEMENT
Save as disclosed above, to the best knowledge, information and belief of the Directors
having made all reasonable inquiries, there are no material matters relating to their
appointment as a Director that need to be brought to the attention of our Shareholders and there
is no other information in relation to his or her appointment which is required to be disclosed
pursuant to Rule 13.51(2) of the Listing Rules as of the Latest Practicable Date.
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Save as disclosed above, none of the Directors and senior management held any other
directorships in any other company listed in Hong Kong or overseas during the three years
immediately preceding the date of this prospectus.
None of our Directors and senior management is related to other Directors and senior
management.
JOINT COMPANY SECRETARIES
Ms. GE Xin (ؚ)aged 43, was appointed as one of the joint company secretaries of
our Company in June 2025. For details of her biography, see “— Senior Management” above.
Mr. LAU Kwok Yin ( ᄎ਷ሬ), aged 41, was appointed as the joint company secretary of
the Company in June 2025. Mr. Lau has more than 15 years of experience in corporate
secretarial services, finance and banking operations. Mr. Lau has been serving as the company
secretary or joint company secretary of several companies listed on the Stock Exchange. He is
a vice president of SWCS Corporate Services Group (Hong Kong) Limited.
Mr. Lau obtained a bachelor’s degree in business administration (accounting and finance)
from the University of Hong Kong in 2007. He is a member of the Hong Kong Institute of
Certified Public Accountants, a Chartered Financial Analyst Charter holder, and a fellow of
each of The Chartered Governance Institute and the Hong Kong Chartered Governance
Institute (previously known as The Hong Kong Institute of Chartered Secretaries).
BOARD COMMITTEES
Our Company has established four committees under the Board in accordance with the
relevant laws and regulations in Chinese Mainland, the Articles and the code of corporate
governance practices under the Listing Rules, including the Audit Committee, the
Remuneration and Appraisal Committee, the Nomination Committee and the Strategy and
Sustainable Development Committee.
Audit Committee
We have established an Audit Committee in compliance with Rule 3.21 of the Listing
Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The
primary duties of the Audit Committee are to (i) review the Company’s financial information
and disclosure, (ii) supervise and evaluate external audit work, and propose the engagement or
replacement of the accounting firm, (iii) supervise and evaluate internal audit work and
coordinate internal and external audits, (iv) supervise and evaluate the Company’s internal
controls, and (v) exercise the power of the supervisory board as stipulated in the Company
Law. The Audit Committee comprises three independent non-executive Directors, namely, Ms.
ZHANG Wei, Mr. QU Guangjie and Mr. CAI Meng. Ms. ZHANG Wei is the chairwoman of
the Audit Committee. She holds the appropriate professional qualifications as required under
Rules 3.10(2) and 3.21 of the Listing Rules.
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Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee in compliance with Rule
3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the
Listing Rules. The primary duties of the Remuneration and Appraisal Committee are to
(i) formulate assessment criteria for Directors and senior management and conduct
assessments, (ii) formulate and review remuneration policies and plans for Directors and senior
management, and (iii) make recommendations to the Board on matters including the
remuneration of Directors and senior management, the formulation or amendment of equity
incentive plans and employee stock ownership plans and the satisfaction of conditions for
incentive recipients to be granted and exercise rights. The Remuneration and Appraisal
Committee comprises one executive Director and two independent non-executive Directors,
namely, Mr. CAI Meng, Ms. LIU Aihua and Ms. LU Qiannan. Mr. CAI Meng is the chairman
of the Remuneration and Appraisal Committee.
Nomination Committee
We have established a Nomination Committee in compliance with Rule 3.27A of the
Listing Rules and the Code on Corporate Governance set out in Appendix C1 to the Listing
Rules. The primary duties of the Nomination Committee are to (i) formulate selection criteria
and procedures for Directors and senior management, (ii) select candidates for Directors and
senior management and review their qualifications, and (iii) provide advice on the Board on the
nomination, appointment or removal of Directors and the appointment or dismissal of senior
management. The Nomination Committee comprises one executive Director and
two independent non-executive Directors, namely, Mr. SUN Xiaole, Mr. QU Guangjie and
Ms. ZHANG Wei. Mr. QU Guangjie is the chairman of the Nomination Committee.
Strategy and Sustainable Development Committee
We have established a Strategy and Sustainable Development Committee. The primary
duties of the Strategy and Sustainable Development Committee are to (i) study and propose
recommendations on the Company’s long-term development strategies, major investment and
financing plans, capital operations and asset management projects, and (ii) formulate and
supervise the Company’s sustainable development vision, mission and strategies. The Strategy
and Sustainable Development Committee comprises two executive Directors and one
independent non-executive Director, namely, Mr. JIN Xin, Mr. SUN Xiaole and Mr. QU
Guangjie. Mr. JIN Xin is the chairman of the Strategy and Sustainable Development
Committee.
CORPORATE GOVERNANCE CODE
We recognize the importance of incorporating elements of good corporate governance in
our management structure and internal control procedures as to achieve effective
accountability. We have adopted the code provisions stated in the Corporate Governance Code
set out in Appendix C1 of the Listing Rules. We are committed to the view that the Board
should include a balanced composition of executive Directors, and independent non-executive
Directors so that there is a strong independent element on the Board that can effectively
exercise independent judgment.
To accomplish the high standards of corporate governance, we will comply with the
Corporate Governance Code set out in Appendix C1 to the Listing Rules and the associated
Listing Rules after the Listing.
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MANAGEMENT PRESENCE
According to Rules 8.12 and 19A.15 of the Listing Rules, we must have sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong. Since the principal business operations of
our Group are conducted in Chinese Mainland, members of our senior management are, and are
expected to continue to be, based in Chinese Mainland. Further, as our executive Directors
have a vital role in our Group’s operations, it is crucial for them to remain in close proximity
to our Group’s management located in Chinese Mainland. Our Company does not and, for the
foreseeable future, will not have a sufficient management presence in Hong Kong. We have
applied for, and the Stock Exchange has granted, a waiver from compliance with Rules 8.12
and 19A.15 of the Listing Rules. For further details, see “Waivers — Management Presence in
Hong Kong.”
BOARD DIVERSITY POLICY
Our Board has adopted a board diversity policy which sets out the approach to achieve
diversity on our Board. Our Company recognizes and embraces the benefits of having a diverse
Board and sees increasing diversity at the Board level as an essential element in supporting the
attainment of our Company’s strategic objectives and sustainable development. Our Company
seeks to achieve Board diversity through the consideration of a number of factors, including
but not limited to talent, skills, gender, age, cultural and educational background, ethnicity,
professional experience, independence, knowledge and length of service. We will select
potential Board candidates based on merit and their potential contribution to our Board while
taking into consideration our own business model and specific needs from time to time. All
Board appointments will be based on meritocracy and candidates will be considered against
objective criteria, having due regard to the benefits of diversity on our Board.
Our Board has a balanced mix of knowledge, skills and experience. They completed
studies in various majors including but without limitation to economic management,
architectural engineering, information management and information system, quantitative
economics, metal material engineering, aircraft propulsion engineering, education,
administrative management, law, Chinese language and literature, taxation. We have four
independent non-executive Directors who have different industry backgrounds. Furthermore,
our Directors are of a wide range of age, from 43 to 59 years old. Taking into account our
business model and specific needs as well as the presence of three female Director out of a total
of nine Board members, we consider that the composition of our Board satisfies our board
diversity policy.
We recognize the particular importance of gender diversity on our Board. We have taken,
and will continue to take, steps to promote gender diversity at all levels of our Company,
including but not limited to our Board and the senior management levels. Our board diversity
policy provides that our Board shall take opportunities when selecting and making
recommendations on suitable candidates for Board appointments with the aim of increasing the
proportion of female members over time after Listing. In particular, taking into account the
business needs of our Group and changing circumstances that may affect our business plans,
we will actively identify and select several female individuals with a diverse range of skills,
experience and knowledge in different fields from time to time, and maintain a list of such
female individuals who possess qualities to become our Board members, which will be
periodically reviewed by our Nomination Committee in order to develop a pipeline of potential
successors to our Board and promote gender diversity. Additionally, female representatives of
our investors are also considered as potential candidates for Board appointments. We will also
ensure that there is gender diversity when recruiting staff at the mid- to senior- levels so that
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we have a pipeline of female senior management and potential successors to our Board going
forward. We plan to offer well-rounded trainings to female employees whom we consider have
the requisite experience, skills and knowledge of our operation and business, on topics
including but not limited to business operation, management, accounting and finance, and legal
compliance. We are of the view that such strategies will provide our Board with ample
opportunities to identify capable female employees to be nominated as Directors in the future,
fulfilling our aim to develop a pipeline of female candidates to achieve greater gender diversity
in our Board in the long run. We believe that such a merit-based selection process with
reference to our diversity policy and the nature of our business will be in the best interests of
our Company and our Shareholders as a whole. It is our objective to maintain an appropriate
balance of gender diversity with reference to the stakeholders’ expectations and international
and local recommended best practices.
Our Nomination Committee is responsible for ensuring the diversity of our Board
members. After the Listing, our Nomination Committee will review our board diversity policy
and its implementation annually to monitor its continued effectiveness and we will disclose the
implementation of our board diversity policy, including any measurable objectives set for
implementing the board diversity policy and the progress on achieving these objectives, in our
corporate governance report on an annual basis.
COMPLIANCE ADVISOR
We have appointed Altus Capital Limited as our Compliance Advisor pursuant to
Rule 3A.19 of the Listing Rules. Our Compliance Advisor will provide us with guidance and
advice as to compliance with the Listing Rules and applicable Hong Kong laws. Pursuant to
Rule 3A.23 of the Listing Rules, our Compliance Advisor will advise our Company in certain
circumstances including:
(i) before the publication of any regulatory announcement, circular, or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(iii) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this prospectus or where the business activities, development
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 to our Company regarding unusual
movements in the price or trading volume of its listed securities or any other matters
in accordance with Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely
basis, inform our Company of any amendment or supplement to the Listing Rules that are
announced by the Stock Exchange. The Compliance Advisor will also inform our Company of
any new or amended law, regulation or code in Hong Kong applicable to us, and advise us on
the applicable requirements under the Listing Rules and laws and regulations.
The term of appointment of our Compliance Advisor shall commence on the Listing Date
and is expected to end on the date on which we comply with Rule 13.46 of the Listing Rules
in respect of our financial results for the first full financial year commencing after the Listing
Date.
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REMUNERATION OF DIRECTORS AND FIVE HIGHEST PAID INDIVIDUALS
The Directors and senior management members who receive remuneration from our
Company are paid in forms of salaries, bonuses, pension scheme contributions and other
benefits in kind. When reviewing and determining the specific remuneration packages for our
Directors and members of the senior management of our Company, the Shareholders’ meetings
and the Board takes into account factors such as salaries paid by comparable companies, time
commitment, level of responsibilities, employment elsewhere in our Group and desirability of
performance-based remuneration. As required by the relevant PRC laws and regulations, our
Company also participates in various defined contribution plans organized by relevant
provincial and municipal government authorities and welfare schemes for employees of our
Company, including medical insurance, injury insurance, unemployment insurance, pension
insurance, maternity insurance and housing provident fund.
Under the arrangement currently in force, we estimate the total compensation before
taxation to be accrued to our Directors for the year ending December 31, 2026 to be RMB11.3
million.
For the years ended December 31, 2023, 2024 and 2025, the total amount of remuneration
(including fees, basic salaries, allowances, other benefits, performance-based bonus,
contributions to retirement benefit schemes and share-based compensation) and other benefits
in kind (if applicable) paid to our then Directors and supervisor were RMB5.5 million, RMB7.1
million and RMB10.2 million, respectively. For details on the remuneration of each Director
during the Track Record Period, please refer to Note 15 to the Accountants’ Report in Appendix
I to this prospectus.
For the years ended December 31, 2023, 2024 and 2025, the total emoluments paid to the
five highest paid individuals (including one, one and three Director(s)) by us amounted to
RMB6.2 million, RMB8.0 million and RMB11.3 million, respectively. For details on the
remuneration of the five highest-paid employees during the Track Record Period, please refer
to Note 16 to the Accountants’ Report in Appendix I to this prospectus.
During the Track Record Period, no remuneration was paid by our Company to, or
receivable by, our Directors or the five highest paid individuals as an inducement to join or
upon joining our Company or as compensation for loss of office in connection with the
management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors waived any remuneration. Save as
disclosed above, during the Track Record Period, no other amounts shall be paid or payable by
us or any of our subsidiaries to our Directors or the five highest paid individuals.
CONFIRMATIONS FROM OUR DIRECTORS
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules on August 25, 2025, and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
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Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his or her
independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing
Rules, (ii) he or she have no past or present financial or other interest in the business of our
Company or its subsidiaries or any connection with any core connected person of our Company
under the Listing Rules as of the Latest Practicable Date, and (iii) there are no other factors
that may affect his or her independence at the time of his/her appointments.
Rule 8.10 of the Listing Rules
Each of our executive 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.
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You should read the following discussion and analysis in conjunction with our
consolidated financial information, including the notes thereto, included in the
Accountants’ Report set out in Appendix I to this prospectus. Our consolidated financial
information has been prepared in accordance with IFRS Accounting Standards.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance that
involve risks and uncertainties. These statements are based on assumptions and analysis
made by us in light of our experience and perception of historical events, current
conditions and expected future developments, as well as other factors we believe are
appropriate under the circumstances. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors. We discuss
factors that we believe could cause or contribute to these differences below and elsewhere
in this document, including those set forth in “Risk Factors” and “Forward-Looking
Statements” in this prospectus.
OVERVIEW
We are a globally leading provider of core offshore wind power equipment, deeply rooted
in the wind power industry with nearly two decades of dedicated experience. We offer
integrated solutions across production, transportation, and delivery of wind foundation to
major offshore wind developers worldwide. With a strategically forward-looking approach to
penetrate into the global deep-sea wind power sector, we focus on mainstream offshore wind
markets characterized by high technical standards, rigorous quality requirements, and
promising commercial potential. Our core operations span offshore wind foundation R&D and
manufacturing, heavy marine transportation, ship design and construction, wind and
photovoltaic power generation, and wind marshalling port operations.
In 2023, 2024 and 2025, our revenue amounted to RMB4,325.1 million, RMB3,779.7
million and RMB6,173.6 million, respectively, and our gross profit amounted to RMB1,001.0
million, RMB1,127.4 million and RMB1,919.2 million, respectively.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with all applicable
IFRS Accounting Standards, which collective term includes all applicable individual
International Financial Reporting Standards, International Accounting Standards and
Interpretations issued by International Accounting Standards Board (“ IASB”). The IASB has
issued a number of new and revised IFRSs. For the purpose of preparing our historical financial
information, we have consistently adopted all applicable new and revised IFRSs that are
effective during the Track Record Period, except for any new standards or interpretations that
are not yet effective for the Track Record Period. The revised and new accounting standards
and interpretations issued but not yet effective for the Track Record Period are set out in note
3 to the Accountants’ Report set out in Appendix I to this prospectus.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations are affected by general factors affecting the wind and
photovoltaic power industries in China and globally, which include market acceptance and
investments for wind and photovoltaic power, changes in technical advancements and customer
requirements, changes in the regulatory, legal and public policy landscapes, and general
economic and business conditions in China and globally.
FINANCIAL INFORMATION
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Our results of operations are also affected by certain industry and company-specific
factors, including:
Ability to capture opportunities in growing wind market globally
As a globally leading provider of core offshore wind power equipment, our results of
operations depend on the continuous development wind power energy markets in China,
Europe and globally. Driven by the global energy transition and carbon neutrality targets, wind
power has become one of the most strategically significant segments of renewable energy.
According to Frost & Sullivan, among wind power sector, the offshore wind power sector is
experiencing significantly faster growth compared to the onshore wind power sector. For
instance, in Europe, offshore wind awarded capacity, representing the capacity of wind power
projects that have been granted development rights and/or long-term power offtake agreements
through government or regulatory tenders and auctions, is projected to reach 34.7 GW in 2025,
23.2 GW in 2026, and 30.2 GW in 2027, reflecting a stepwise expansion. According to Frost
& Sullivan, from 2024 to 2030, the newly installations of offshore wind power in Europe is
expected to grow at a CAGR of 27.9%, far exceeding the expected CAGR of 11.6% for newly
installations of onshore wind power over the same period.
We seize the opportunities presented by the continued expansion of the global wind
market, focusing on core markets to establish a solid foundation for improving our operational
performance. Among global regions, Europe stands as a pioneer in wind power infrastructure
development and remains one of the largest regions for wind power installation and
consumption. According to Frost & Sullivan, the market size of offshore wind foundation
market in Europe, in terms of sales value, expanded from RMB8.1 billion in 2020 to RMB9.6
billion in 2024, representing a CAGR of 4.3%, and is projected to reach RMB41.7 billion in
2030, representing a CAGR of 27.7% from 2024 to 2030. Such increases are mainly driven by
policy support as the key driver of market development, energy security accelerating demand
for offshore wind, as well as scale procurement and cost optimization. Additionally, China has
emphasized wind power development in recent years and has emerged as the largest single
market in the world. We primarily focus our wind power equipment business in Europe and
China, leveraging broad market opportunities while showcasing our leading production and
delivery capabilities in the most mainstream markets. Given our leading market position,
premium service quality, broad customer base, brand awareness, business model, and modern
technologies, we believe we are resilient against changes in macroeconomic conditions, and are
well positioned to capture the most attractive growth opportunities in the wind power
equipment markets globally.
Ability to optimize business structure to enhance profit margin
During the Track Record Period, our overall gross profit margin was primarily affected
by changes in our business structure, particularly the contribution from the overseas sales of
wind power equipment and wind and photovoltaic power generation. The gross profit margin
of wind power equipment was primarily influenced by the products tailored for different
customers, including factors such as product complexity and the more comprehensive services
we provided. In addition, the gross profit margin of wind and photovoltaic power generation
was higher compared to manufacturing products, primarily due to relatively lower operating
costs.
Historically, we strategically focused more on offshore orders in overseas market with
higher profit margins. In overseas markets, particularly in Europe, the offshore wind market is
mature and characterized by relatively high technical requirements for wind power equipment.
We began expanding into the European market as early as 2019. Through years of collaboration
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with overseas customers, enhanced products and services, recognized processes and
certifications, and solid logistical support, we secured multiple overseas orders during the
Track Record Period and established competitive barriers. In the Chinese market, we have
prioritized orders with relatively high gross profit margins when evaluating potential orders.
This strategic emphasis has resulted in historical fluctuations in our revenue and gross profit
trends. Our gross profit and gross profit margin demonstrated an overall upward trend during
the Track Record Period. In 2023, 2024 and 2025, our gross profit amounted to RMB1,001.0
million, RMB1,127.4 million and RMB1,919.2 million, respectively, and our overall gross
profit margin was 23.1%, 29.8% and 31.1%, respectively. We remain confident that this
approach will enable us to enhance our gross profit margin moving forward.
Ability to obtain customer orders and provide integrated solution
Our financial performance depends on our ability to obtain customer orders and deliver
wind power equipment that meets our customers’ requirements and schedule. We compete for
orders primarily through our track record of delivering high-quality products, our established
relationships with leading wind power site developers and wind turbine manufacturers, and our
technological capabilities, particularly in developing structure for larger capacity wind
turbines. Our competitiveness is further enhanced by our manufacturing capacity and
capabilities to fulfill large-scale and complex orders and our rapid response time, as well as our
established brand reputation in the wind power equipment industry.
Furthermore, our ability to deliver integrated solutions according to agreed requirements
and schedules is crucial. For details of integrated solutions, see “Business — Our Products and
Solutions — Wind Power Equipment — Case Study.” This requires us to maintain efficient
production planning and inventory management, ensure stable supply of key materials, parts
and components, and optimize our manufacturing processes and quality control systems. We
must also coordinate effectively with suppliers and logistics partners, efficiently optimize our
inventory turnover efficiency, and maintain sufficient working capital to support procurement
and production operations. The success of our delivery capabilities relies heavily on our
sophisticated production scheduling system and our abilities to coordinate and develop
comprehensive logistics services. During the Track Record Period, we strategically expanded
our service offerings by adopting the DAP model in addition to the FOB model. This relieves
our customers from arranging logistics for large components that require specialized technical
handling, making them more inclined to choose us attributable to our professional and
integrated services while also providing us with higher profitability and stronger bargaining
power as a result of our unparalleled capabilities.
Our in-house logistics capabilities ensure seamless coordination from factory to
installation site, encompassing specialized transportation, handling, and delivery solutions
tailored to the unique requirements of wind power equipment. This integrated approach has
enabled us to maintain strict quality control throughout the delivery process. Furthermore, we
are strategically developing our shipbuilding capabilities. As of the Latest Practicable Date, we
had built one self-designed extra-large heavy deck ship, with four additional ships under
construction, which provide optimized logistics efficiency compared to other ships in the
market. These enhanced capabilities strengthen our ability to provide integrated solutions to
our customers, thereby strengthening our capacity to secure more demanding and higher-
margin orders in our wind power equipment business, while also presenting an opportunity to
develop a complementary revenue stream through specialized transportation services.
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Ability to control raw material costs and operating costs
Our ability to achieve and maintain profitability partially depends on our ability to control
our costs and expenses and enhance our operating efficiency. During the Track Record Period,
our cost of sales primarily consisted of raw material costs. In 2023, 2024 and 2025, our cost
of sales amounted to RMB3,324.1 million, RMB2,652.3 million and RMB4,254.3 million,
respectively, representing 76.9%, 70.2% and 68.9% of our revenue for the respective period.
The following table sets out a sensitivity analysis of raw material price, reflecting the impact
that a hypothetical fluctuation of raw material price, with all other variables remain constant,
would have on our net profit for the years indicated.
For the year ended December 31,
Raw Material Price Volatility 2023 2024 2025
RMB’000
% of total
-10% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118221,439 153,394 242,848
-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/H1118110,719 76,697 121,424
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/H1118(110,719) (76,697) (121,424)
10% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(221,439) (153,394) (242,848)
We have implemented various cost control measures across our operations. In our
production operations, we conduct systematic cost-benefit analysis for all expenditures,
including raw materials, transportation costs, direct labor, and manufacturing overhead, to
identify and realize cost optimization opportunities. Our key raw materials primarily comprise
steel plates, flanges, tower internal fittings and paints, with steel plates accounting for
approximately 70% to 80% of our total raw material costs. During the Track Record Period, our
purchases of steel plates amounted to RMB1,885.1 million, RMB1,304.1 million and
RMB2,216.9 million in 2023, 2024 and 2025, accounting for 72.4%, 72.3% and 77.6% of our
total raw material costs in each respective year, respectively. During the Track Record Period,
changes in global supply and demand of steel did not materially and adversely affect our
operations because we adopted a multi-faceted strategy, including (i) proactive procurement
and inventory management. Our procurement department closely monitors raw material price
trends and production needs and reasonably conducts raw material procurement and inventory
management; (ii) strategic supplier relationships. We maintain strategic relationships with
suppliers to secure favorable terms and stable supply channels. For example, we have signed
long-term strategic cooperation framework agreements with leading domestic steel mills,
which are accepted by our customers, to secure favorable commercial terms and ensure a stable
supply chain; (iii) price adjustment mechanisms. Our agreements with overseas customers
typically include price adjustment mechanisms that provide us with the flexibility to adjust
prices in the event of significant fluctuations in the price of raw materials and foreign exchange
rates; and (iv) operational and cost efficiency. We have also made strategic investments in
modern technologies across our production processes. These technological adjustments have
enabled us to optimize our cost structure while improving operational efficiency and
maintaining rigorous safety standards, thereby establishing a strong foundation for sustainable
growth.
In addition, our operating expenses include selling expenses, administrative expenses and
research and development expenses. In 2023, 2024 and 2025, our operating expenses as a
percentage of revenue amounted to 11.9%, 14.2% and 13.1%, respectively, mainly in relation
to increased investment for our business expansion. Our ability to improve operational
efficiency and maintain effective cost control will also affect our results of operations.
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MATERIAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated 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. We continually evaluate these estimates based on our own historical experience,
knowledge and assessment of current business and other conditions, our expectations regarding
the future based on available information and our best assumptions, which together form our
basis for making judgments about matters that are not readily apparent from other sources.
Since the use of estimates is an integral component of the financial reporting process, our
actual results could differ from those estimates and expectations. Our critical accounting
policies and estimates are set forth in detail in note 4 and note 5 to the Accountants’ Report
set out in Appendix I to this prospectus.
Revenue Recognition
Revenue is recognized to depict the transfer of goods and services to customers in an
amount that reflects the consideration to which we expect to be entitled in exchange for those
goods and services. Specifically, we use a 5-step approach to revenue recognition:
 Step 1: Identify the contract(s) with a customer
 Step 2: Identify the performance obligations in the contract
 Step 3: Determine the transaction price
 Step 4: Allocate the transaction price to the performance obligations in the contract
 Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
Revenue is recognized when, or as, obligations under the terms of a contract are satisfied,
which occurs when control of the promised products or services is transferred to customers.
Revenue is measured as the amount of consideration we expect to receive in exchange for
transferring products or services to a customer.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which we will be entitled in exchange for transferring the goods
or services to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a
significant benefit of financing the transfer of goods or services to the customer for more than
one year, revenue is measured at the present value of the amount receivable, discounted using
the discount rate that would be reflected in a separate financing transaction between us and the
customer at contract inception. When the contract contains a financing component which
provides us with a significant financial benefit for more than one year, revenue recognized
under the contract includes the interest expense accreted on the contract liability under the
effective interest method. For a contract where the period between the payment by the customer
and the transfer of the promised goods or services is one year or less, the transaction price is
not adjusted for the effects of a significant financing component, using the practical expedient
in IFRS 15.
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Revenue is recognized either at a point in time or over time, when we satisfy performance
obligations by transferring the promised goods or services to its customers.
A contract asset represents our right to consideration in exchange for goods or services
that we have transferred to a customer that is not yet unconditional. In contrast, a receivable
represents our unconditional right to consideration, i.e. only the passage of time is required
before payment of that consideration is due.
A contract liability represents our obligation to transfer goods or services to a customer
for which we have received consideration (or an amount of consideration is due) from the
customer.
Further details of our revenue and other income recognition policies are as follows:
Revenue from Sale of Goods
Revenue from sales of goods were under four delivery models:
FOB, CIF and FAS /H1118/H1118/H1118/H1118/H1118: Revenue is recognized at point in time when the goods
are shipped offshore, customs clearance procedures are
completed, and both customs declarations and bills of
lading are obtained.
DAP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Revenue is recognized at point in time when the goods
are delivered to the contracted destination and receipt
for goods signed off by the customer.
Revenue from wind and photovoltaic power generation is recognized at point in time
when electricity generated has been transmitted to customers.
The credit period granted to customers by us is determined based on their credit risk
characteristics. We do not expect the period between the transfer of the promised goods to the
customer and payment by the customer exceed one year. As a consequence, there is no
significant financing component.
Foreign Currencies
In preparing the financial statements of each individual group entity, transactions in
currencies other than the functional currency of that entity (foreign currencies) are recorded in
the respective functional currency (i.e. the currency of the primary economic environment in
which the entity operates) at the rates of exchange prevailing on the dates of the transactions.
At the end of each period of the Track Record Period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at that date. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Our historical financial information is presented in RMB, which is our Company’s
functional currency. Each entity in our Group determines its own functional currency and items
included in the historical financial information of each entity are measured using that
functional currency.
Exchange differences arising on the settlement of monetary items, and on the retranslation
of monetary items, are recognized in profit or loss in the period in which they arise.
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For the purposes of presenting the historical financial information, the assets and
liabilities of our foreign operations are translated into the presentation currency of our Group
(i.e. RMB) using exchange rates prevailing at the end of each period of the Track Record
Period. Income and expenses items are translated at the average exchange rate for the period,
unless exchange rates fluctuate significantly during the period, in which case, the exchange
rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are
recognized in other comprehensive income and accumulated in equity under the heading of
exchange reserve.
Inventories
Inventories are carried at the lower of cost and net realizable value. Net realizable value
is the estimated selling price in the ordinary course of business less the estimated cost of
completion and applicable selling expenses. Cost is determined using the weighted average
basis, and in the case of work in progress and finished goods, comprise direct materials, direct
labor and an appropriate proportion of overheads.
Estimation Uncertainty
Useful Lives and Estimated Impairment on Property, Plant and Equipment
We determine the estimated useful lives, residual values and related depreciation charges
for its property, plant and equipment. This estimate is based on the historical experience of the
actual useful lives of property, plant and equipment, including construction in progress, of
similar nature and functions. We will increase the depreciation charges where useful lives are
less than previously estimated lives, or will write-off or write-down technically obsolete or
non-strategic assets that have been abandoned or sold.
We regularly review whether there are any indications of impairment and recognizes an
impairment loss if the carrying amount of an asset is lower than its recoverable amount. We test
for impairment for property, plant and equipment whenever there is an indication that the asset
may be impaired. The recoverable amounts have been determined based on the higher of value
in use and fair value less costs of disposal. These calculations require the use of estimates, such
as discount rates, future profitability and growth rates.
Provision of ECL for Financial Assets at Amortized Cost
We calculate ECL for trade and other receivables and contract assets under IFRS 9. The
provision rates are based on our historical default rates taking into consideration forward-
looking information that is reasonable and supportable available without undue costs or effort.
At every reporting date, the historical observed default rates are reassessed and changes in the
forward-looking information are considered.
The provision of ECL is sensitive to changes in estimates. Details of the key assumptions
and inputs used are set out in note 48 to the Accountants’ Report set out in Appendix I to this
prospectus. Changes in these assumptions and estimation could materially affect the
assessment and it may be necessary to make additional loss allowance in future periods.
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Fair V alue Measurements for Financial Assets/Liabilities at FVTPL
We have made various investments during the Track Record Periods as set out in note 25
to the Accountants’ Report set out in Appendix I to this prospectus. We account for these
financial instruments as financial assets/liabilities at FVTPL. For those investments with no
quoted market prices in an active market, their fair values are estimated by using valuation
techniques. These techniques include those further described in note 47 to the Accountants’
Report set out in Appendix I to this prospectus. Valuation techniques are calibrated to ensure
that outputs reflect market conditions. Valuation models established by management makes the
maximum use of market inputs and rely as little as possible on our specific data. However,
some inputs require management estimates and assumptions, which are reviewed periodically
and adjusted if necessary. Should any of the estimates and assumptions be changed, it may lead
to a change in the fair value of the financial assets/liabilities.
DESCRIPTION OF CERTAIN CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME ITEMS
The following table sets forth a summary of our consolidated statements of profit or loss
and other comprehensive income for the years indicated. Our historical results presented below
are not necessarily indicative of the results that may be expected for any future period.
For the year ended December 31,
2023 2024 2025
RMB’000
%o f
revenue RMB’000
%o f
revenue RMB’000
%o f
revenue
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,324,055) (76.9%) (2,652,258) (70.2%) (4,254,330) (68.9%)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001,027 23.1% 1,127,393 29.8% 1,919,220 31.1%
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,011 1.5% 68,503 1.8% 102,666 1.7%
(Other losses)/gains, net /H1118/H1118/H1118/H1118(50,384) (1.2%) (23,138) (0.6%) 75,989 1.2%
(Impairment losses)/reversal
of impairment losses /H1118/H1118/H1118/H1118/H1118(3,662) (0.1%) (114,582) (3.0%) 9,038 0.1%
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(72,523) (1.7%) (98,081) (2.6%) (128,073) (2.1%)
Administrative expenses /H1118/H1118/H1118/H1118(187,299) (4.3%) (256,698) (6.8%) (392,643) (6.4%)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(255,606) (5.9%) (182,012) (4.8%) (288,178) (4.7%)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,839) (0.3%) (5,633) (0.1%) (32,200) (0.5%)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484,725 11.2% 515,752 13.6% 1,265,819 20.5%
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118(59,568) (1.4%) (41,877) (1.1%) (162,522) (2.6%)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 9.8% 473,875 12.5% 1,103,297 17.9%
Profit attributable to:
Owners of the Company /H1118/H1118/H1118/H1118425,157 9.8% 473,875 12.5% 1,103,297 17.9%
EBITDA (non-IFRS measure) /H1118 565,054 13.1% 618,017 16.4% 1,385,115 22.4%
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Non-IFRS Measures
To supplement our consolidated financial statements that are presented in accordance
with IFRS, we also use EBITDA (non-IFRS measure), which is not required by, or presented
in accordance with, IFRS. We define EBITDA (non-IFRS measure) as profit for the year plus
(i) depreciation and amortization, which represents the depreciation of property, plant and
equipment, right-of-use assets and investment property and the amortization of intangible
assets, (ii) finance costs, which represent interest expenses from financing activities, and (iii)
income tax expenses, minus interest income for the year.
We believe that this non-IFRS measure facilitates comparisons of operating performance
from year to year and company to company. We believe that this measure provides useful
information to investors and others in understanding and evaluating our results of operations
in the same manner as they help our management. However, our presentation of EBITDA
(non-IFRS measure) may not be comparable to similarly titled measures presented by other
companies. The use of such non-IFRS measure has limitations as an analytical tool, and you
should not consider them in isolation from, or as a substitute for analysis of, our results of
operations or financial condition as reported under IFRS. The following table sets forth a
reconciliation of our EBITDA (non-IFRS measure) in accordance with IFRS for the years
indicated.
For the year ended December 31,
2023 2024 2025
RMB’000
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 473,875 1,103,297
Add:
Depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,291 146,563 173,362
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,839 5,633 32,200
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,568 41,877 162,522
Less:
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,801 49,931 86,266
EBITDA (non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118565,054 618,017 1,385,115
Revenue
During the Track Record Period, we primarily focused on the R&D, manufacturing and
sales of wind power equipment, including foundation structures such as monopiles and
transition pieces, and other components such as towers. We have also developed in-house
capabilities for a global logistics system to better control our costs and enhance our ability to
provide an integrated solution for our customers and achieve higher revenue. Since 2023, we
started to generate revenue from wind and photovoltaic power generation, and gradually
increased our capacity of grid connection. We also generate revenue from other business,
primarily including the sales of scrap steels and provision of terminal services in our ports and
docks.
We have expanded our manufacturing capabilities to other foundation structures such as
jackets and floating foundations. During the Track Record Period, we did not generate revenue
from jacket products and floating foundations. As of the Latest Practicable Date, we were
actively engaged in bidding processes for multiple overseas projects involving jacket products
and floating foundations.
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The following table sets forth the breakdown of our revenue by business lines, both in
absolute amounts and as percentages of total revenue, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Manufacturing and sales of
wind power equipment /H1118/H11184,146,031 95.9% 3,510,733 92.9% 5,865,638 95.0%
– Foundation structures (1) /H1118 1,339,546 31.0% 1,274,481 33.7% 3,338,198 54.1%
– Towers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,806,485 64.9% 2,236,252 59.2% 2,527,440 40.9%
Wind and photovoltaic
power generation /H1118/H1118/H1118/H1118/H1118131,615 3.0% 215,782 5.7% 251,114 4.1%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,436 1.1% 53,136 1.4% 56,798 0.9%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Note:
(1) Mainly include monopiles and transition pieces.
During the Track Record Period, we generated revenue from both Chinese Mainland and
overseas. In particular, our revenue from overseas markets increased significantly from
RMB1,714.7 million in 2023 to RMB4,597.0 million in 2025, representing a CAGR of 63.7%
from 2023 to 2025. We have continued to expand our operations into more overseas countries
and regions, especially focusing on the European market. The European market has now
become a significant pillar for our business. Denmark, Germany, the United Kingdom and
France are the only four foreign countries that each accounted for more than 5% of our total
revenue in any single year during the Track Record Period, which indicates that changes in the
political and economic environment of any single foreign country would not have a material
adverse effect on our business. The following table sets forth a breakdown of our revenue by
geographical location at which the goods are delivered, both in absolute amounts and as
percentages of total revenue, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H11182,610,430 60.4% 2,046,617 54.1% 1,576,512 25.5%
Outside Chinese Mainland /H1118 1,714,652 39.6% 1,733,034 45.9% 4,597,038 74.5%
– Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,201,202 27.8% 1,539,557 40.7% 4,248,152 68.8%
– Germany /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 2,522,917 40.9%
– Denmark /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 559,318 14.8% 872,290 14.1%
– United Kingdom /H1118/H1118/H1118/H11181,150,604 26.6% 231,758 6.1% 720,139 11.7%
– France /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 668,957 17.7% – –
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,598 1.2% 79,524 2.1% 132,806 2.1%
– Asia (excluding Chinese
Mainland) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,940 3.4% 106,905 2.8% 143,972 2.3%
– Others (1)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118364,510 8.4% 86,572 2.3% 204,914 3.3%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Note:
(1) Mainly include Canada, New Zealand, Chile, Egypt, Argentina and Brazil.
FINANCIAL INFORMATION
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During the Track Record Period, we strategically expanded our service offerings by
adopting the DAP model in addition to the FOB model. The following table sets forth the
breakdown of our revenue by delivery models, both in absolute amounts and as percentages of
total revenue, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H11182,610,430 60.4% 2,046,617 54.1% 1,576,512 25.5%
Outside Chinese Mainland /H1118/H11181,714,652 39.6% 1,733,034 45.9% 4,597,038 74.5%
– DAP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 559,318 14.8% 3,658,789 59.3%
– FOB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,714,652 39.6% 1,173,716 31.1% 938,249 15.2%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 100.0% 3,779,651 100.0% 6,173,550 100.0%
Cost of Sales
Our cost of sales mainly consists of (i) raw materials, primarily including steel plates,
flanges, paints and tower internal fittings, (ii) transportation costs, primarily in relation to the
sale of our products, (iii) production and operation expenses, primarily including direct labor,
cost of production of our products, and depreciation and amortization associated with our
manufacturing plant and equipment. The following table sets forth the breakdown of our cost
of sales by nature, both in absolute amounts and as percentages of total cost of sales, for the
years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,605,163 78.4% 1,804,630 68.0% 2,857,033 67.2%
Transportation costs /H1118/H1118/H1118/H1118/H111883,894 2.5% 227,332 8.6% 716,663 16.8%
Production and operation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118634,998 19.1% 620,296 23.4% 680,634 16.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,324,055 100.0% 2,652,258 100.0% 4,254,330 100.0%
Our raw materials costs fluctuated during the Track Record Period, largely in line with
the changes in our project deliveries. In the second half of 2024, we strategically expanded our
service offerings by adopting the DAP model, under which we are responsible for logistics
services and have higher transportation costs associated with international delivery and
logistics services we provided.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
The following table sets forth the breakdown of our gross profit and gross profit margin
by types of goods or services for the years indicated.
For the year ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Manufacturing and sales
of wind power
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118848,010 20.5% 910,329 25.9% 1,699,325 29.0%
Wind and photovoltaic
power generation /H1118/H1118/H1118/H1118117,997 89.7% 169,317 78.5% 174,429 69.5%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,020 73.8% 47,747 89.9% 45,466 80.0%
Total gross profit/
Overall gross profit
margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001,027 23.1% 1,127,393 29.8% 1,919,220 31.1%
In 2023, 2024 and 2025, our total gross profit amounted to RMB1,001.0 million,
RMB1,127.4 million and RMB1,919.2 million, respectively, and our overall gross profit
margin was 23.1%, 29.8% and 31.1%, respectively. The overall fluctuations in our gross profit
margin have been largely driven by changes in the mix and performance of our different
business lines and revenue sources.
Our gross profit margin for the manufacturing and sales of wind power equipment
amounted to 20.5%, 25.9% and 29.0% in 2023, 2024 and 2025, respectively. The gross profit
margin of wind power equipment was primarily influenced by the mix of products tailored for
different customers, including factors such as product complexity and the more comprehensive
services we provided. The overall upward trend in the gross profit margin was primarily
because: (i) we have strategically focused on offshore orders in overseas markets, which
typically have higher profit margins compared to those of our domestic orders, as the result of
the more demanding technical specifications and significant market entry barriers in these
markets. For example, as the proportion of our overseas sales has gradually increased since
2023, our gross profit margin in overseas markets amounted to 27.2%, 38.5% and 33.9% in
2023, 2024 and 2025, respectively; (ii) we secured more demanding and higher-margin orders
leveraging our proven records and our capabilities to expand our service offerings by adopting
the DAP model in addition to the FOB model since the second half of 2024. This relieves our
customers from arranging logistics for large components that require specialized technical
handling, making them more inclined to choose us due to our professional and integrated
services; and (iii) we have implemented various cost control measures, such as upgrading our
manufacturing processes to improve efficiency and reduce overheads, as well as continuously
evaluating and onboarding qualified suppliers to optimize our supply chain and leverage
competitive pricing.
Our wind and photovoltaic power generation business maintains relatively high gross
profit margins due to their cost structure being primarily comprised of depreciation and
amortization of initial capital investments rather than ongoing operational expenses.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our gross profit and gross profit margin by
geographical location at which the goods are delivered, for the years indicated.
For the year ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
RMB’000 % RMB’000 % RMB’000 %
Chinese Mainland /H1118/H1118/H1118/H1118/H1118534,668 20.5% 460,450 22.5% 358,675 22.8%
Outside Chinese
Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118466,359 27.2% 666,943 38.5% 1,560,545 33.9%
Total gross profit/
Overall gross profit
margin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001,027 23.1% 1,127,393 29.8% 1,919,220 31.1%
During the Track Record Period, the difference in terms of gross profit margins between
domestic and international sales was primarily attributable to the distinct market dynamics and
business models of in these areas. In our domestic market, we experienced a comparatively
lower gross profit margin, mainly due to the market’s relatively lower barriers to entry, which
has fostered a highly competitive landscape among local manufacturers. This environment
often results in intense price competition, thereby exerting downward pressure on the
profitability of products we sell domestically. Conversely, our products destined for overseas
markets commanded higher gross profit margins, reflecting their higher manufacturing and
certificate barriers and greater technical complexity. Furthermore, we secured more demanding
and higher-margin orders leveraging our proven records and our capabilities to expand our
service offerings by adopting the DAP model in addition to the FOB model since the second
half of 2024.
Other Income
Our other income primarily consists of (i) interest income from bank deposits, (ii)
government grants, primarily represented asset-related deferred income systematically released
to profit or loss over the estimated useful lives of the related assets or the designated period,
(iii) additional deduction for PRC input value added tax, (iv) interest income from deposit
certificates, and (v) others, mainly including refund of individual income tax handling fee. The
following table sets forth a breakdown of our other income for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000
Interest income from bank deposits /H1118/H1118/H1118/H111834,626 47,332 86,055
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,782 9,574 11,906
Additional deduction for PRC input
value added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,159 8,756 4,198
Interest income from deposit
certificates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,175 2,599 211
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/H1118269 242 296
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/H111867,011 68,503 102,666
FINANCIAL INFORMATION
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Other (Losses)/Gains, Net
Our net other losses and gains primarily include (i) net foreign exchange loss or gain, (ii)
gain from disposal of subsidiaries, (iii) changes in fair value of financial assets at FVTPL,
mainly representing our structured deposits, (iv) loss on disposal of construction in progress,
(v) handling fee for discounting of bills receivables at FVTOCI, (vi) net gain or loss on
disposal of property, plant and equipment, (vii) gain on disposal of a land use right, and (viii)
others, mainly including expenses in relation to breach of contracts between us and our
suppliers/customers. The following table sets forth a breakdown of our net other losses and
gains for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000
Net foreign exchange (losses)/gains /H1118/H1118/H1118/H1118(73,717) (46,764) 57,990
Gain on disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118– – 42,454
Changes in fair value of financial assets
at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,309 10,685 (21,400)
Loss on disposal of construction in
progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,732)
Handling fee for discounting of bills
receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,874) (1,812) (1,673)
Loss on disposal of property, plant and
equipment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43) (369) (778)
Gain/(loss) on disposal of a land use
right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,898 (199)
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/H11187,941 8,224 1,327
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(50,384) (23,138) 75,989
We follow a prudent investment strategy with strict risk control, prioritizing low-risk
investment products that offer principal protection and high liquidity. The authorized
investment quota and the range of investment products that may be selected are required to be
approved by the Board each year. Low-risk products issued by licensed financial institutions
are carefully evaluated by our fund management department to ensure the capital recoverability
and stable returns. Our approval specialists are adept at scrutinizing the complex structures and
inherent risks of investment products from various issuers. They apply a rigorous due diligence
framework to evaluate everything from product design to counterparty risk, ensuring every
approved product meets our firm’s high standards for quality and security. Upon Listing, we
intend to continue our investments strictly in accordance with our internal policies and
procedures, Articles of Association and compliance requirements under Chapter 14 of the
Listing Rules.
FINANCIAL INFORMATION
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The following table sets forth a sensitivity analysis of net profits to changes in the
exchange rates of foreign currencies against US$, EUR and PLN.
For the year ended December 31,
2023 2024 2025
Exchange
Rate
Increase
(Decrease)
Net Profit
Increase
(Decrease)
Exchange
Rate
Increase
(Decrease)
Net Profit
Increase
(Decrease)
Exchange
Rate
Increase
(Decrease)
Net Profit
Increase
(Decrease)
RMB’000, except for percentage
RMB depreciates
against US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185% 7,642 5% 35,088 5% 7,632
RMB appreciates
against US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5%) (7,642) (5%) (35,088) (5%) (7,632)
RMB depreciates
against US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 15,283 10% 70,176 10% 15,265
RMB appreciates
against US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10%) (15,283) (10%) (70,176) (10%) (15,265)
RMB depreciates
against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H11185% 9,867 5% 41,939 5% 34,841
RMB appreciates
against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5%) (9,867) (5%) (41,939) (5%) (34,841)
RMB depreciates
against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H111810% 19,734 10% 83,878 10% 69,682
RMB appreciates
against EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118(10%) (19,734) (10%) (83,878) (10%) (69,682)
RMB depreciates
against PLN /H1118/H1118/H1118/H1118/H1118/H1118/H11185% 1 5% (579) 5% 3,307
RMB appreciates
against PLN /H1118/H1118/H1118/H1118/H1118/H1118/H1118(5%) (1) (5%) 579 (5%) (3,307)
RMB depreciates
against PLN /H1118/H1118/H1118/H1118/H1118/H1118/H111810% 2 10% (1,158) 10% 6,615
RMB appreciates
against PLN /H1118/H1118/H1118/H1118/H1118/H1118/H1118(10%) (2) (10%) 1,158 (10%) (6,615)
During the Track Record Period, we managed our risks related to foreign exchange
fluctuation through a structured strategy. We primarily match our foreign currency revenues
against payment obligations to overseas suppliers denominated in the same currency, thereby
minimizing our foreign exchange exposure. For our remaining foreign currency holdings, we
monitor exchange rate trends and our own working capital needs to strategically convert funds
into RMB via spot or forward contracts to support our daily operations. Finally, we may
actively hedge any residual or idle foreign currency exposure through compliant derivative
transactions. We manage our foreign exchange based on the principles of locking in exchange
rates or interest rates, with the aim of effectively mitigating the impact of exchange rate and
interest rate fluctuations on our operations. We do not engage in foreign exchange management
solely for the purpose of profiting, and have implemented comprehensive risk control
measures: (i) establishing a formal internal control policy governing approval authorities,
operational procedures, and risk management; (ii) ensuring all foreign exchange management
activities are conducted on a non-speculative basis, corresponding to our bona fide business
needs; (iii) restricting transactions exclusively to pre-approved, qualified financial institutions
to mitigate counterparty risk; (iv) conducting a rigorous review of all contract terms to mitigate
potential legal risks; (v) continuous monitoring of risk exposure and fair value changes by our
finance department, with regular reporting to management; and (vi) periodic supervision and
review by our internal audit department to ensure compliance with all relevant policies.
FINANCIAL INFORMATION
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During the Track Record Period, foreign exchange fluctuations did not have a material
adverse effect on our financial condition or results of operations, primarily because (i) our
foreign exchange management strategies we employed were effective. The actual exchange
rates we secured for payments and receipts did not materially deviate from the exchange rates
assumed at the time the underlying contracts were signed, thereby successfully protecting us
from currency volatility; and (ii) we proactively managed our holdings of idle foreign currency,
which incurred stable, positive returns, further mitigating our overall currency exposure.
(Impairment Losses)/Reversal of Impairment Losses
Our impairment losses or reversal of impairment losses primarily consist of impairment
losses or reversal of impairment losses for movement in loss allowance for trade and bills
receivables, other receivables and contract assets, as well as impairment losses on construction
in progress as well as property, plant and equipment. We recorded impairment losses of
RMB3.7 million and RMB114.6 million in 2023 and 2024, respectively, and recorded reversal
of impairment losses of RMB9.0 million in 2025.
Selling Expenses
Our selling expenses primarily consist of (i) employee salaries and benefits expenses,
primarily related to salaries and other benefits for our sales and marketing employees, (ii)
consulting service fees, primarily for external consulting services in overseas markets,
including technical consultations on supplier screening, product drawing review, quality
inspection, and project support for our overseas bidding processes, (iii) project-related
expenses, primarily including bidding service fees, project-related insurance expenses, and
bank service fees, (iv) business development expenses, (v) travel and communication expenses,
and (vi) others, primarily including advertisement expenses and miscellaneous expenses. The
following table sets forth the breakdown of our selling expenses, in absolute amounts and as
percentages of total selling expenses, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Employee salaries and
benefits expenses /H1118/H1118/H1118/H111820,854 28.8% 32,459 33.1% 58,894 46.0%
Consulting service fees /H1118/H1118 21,693 29.9% 32,425 33.1% 37,137 29.0%
Project-related expenses /H1118 18,871 26.0% 14,563 14.8% 12,081 9.4%
Business development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,277 5.9% 7,078 7.2% 6,292 4.9%
Travel and
communication
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,347 6.0% 5,621 5.7% 5,583 4.4%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,481 3.4% 5,935 6.1% 8,086 6.3%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,523 100.0% 98,081 100.0% 128,073 100.0%
FINANCIAL INFORMATION
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Administrative Expenses
Our administrative expenses primarily consist of (i) employee salaries and benefits
expenses, primarily related to salaries and other benefits for our administrative employees, (ii)
taxes and surcharges, (iii) office and travel expenses, (iv) consulting service fees, mainly in
relation to legal and audit consultation services, (v) depreciation and amortization for offices,
equipment and other assets which were used for administrative purpose, (vi) listing expenses
and (vii) others, primarily including bank processing expenses and miscellaneous expenses.
The following table sets forth the breakdown of our administrative expenses, in absolute
amounts and as percentages of total administrative expenses, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Employee salaries and
benefits expenses /H1118/H1118/H1118/H111888,687 47.4% 144,120 56.1% 243,929 62.1%
Taxes and surcharges /H1118/H1118/H111830,657 16.4% 29,191 11.4% 41,708 10.6%
Office and travel
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,464 10.9% 22,222 8.7% 35,888 9.1%
Consulting service fees /H1118/H1118 11,601 6.2% 20,004 7.8% 28,727 7.3%
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H111816,092 8.6% 16,517 6.4% 15,016 3.8%
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118– – – – 1,055 0.3%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,798 10.5% 24,644 9.6% 26,320 6.7%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187,299 100.0% 256,698 100.0% 392,643 100.0%
Research and Development Expenses
Our research and development expenses primarily consist of (i) material cost in relation
to our research and development activities, (ii) employee benefit expenses, primarily related to
salaries and other benefits for our research and development employees, (iii) outsourced
research and development expenses, and (iv) others, mainly including utilities expenses and
depreciation and amortization expenses. The following table sets forth the breakdown of our
research and development expenses, in absolute amounts and as percentages of total research
and development expenses, for the years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000 % of total RMB’000 % of total RMB’000 % of total
Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,168 90.4% 153,461 84.3% 241,249 83.7%
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,743 7.7% 25,185 13.8% 35,245 12.2%
Outsourced research
and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 8,991 3.1%
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,695 1.9% 3,366 1.9% 2,693 0.9%
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,606 100.0% 182,012 100.0% 288,178 100.0%
FINANCIAL INFORMATION
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--- page 241 ---
Finance Costs
Our finance costs primarily represent interest incurred on our borrowings and interest on
lease liabilities.
For the year ended December 31,
2023 2024 2025
RMB’000
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H111823,642 3,103 33,890
Interest expenses on lease liabilities /H1118/H1118/H11187,807 9,183 11,053
31,449 12,286 44,943
Less: interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,610) (6,653) (12,743)
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/H111813,839 5,633 32,200
Income Tax Expenses
Our income tax expense primarily consists of current income tax. During the Track
Record Period, certain entities within our Group enjoyed preferential tax treatments. In 2023,
2024 and 2025, we recorded income tax expenses of RMB59.6 million, RMB41.9 million and
RMB162.5 million, respectively. We are subject to varying tax rates in different jurisdictions.
See note 14 to the Accountants’ Report set out in Appendix I to this prospectus.
Under the EIT Law and Implementation Regulation of the EIT Law, the standard EIT rate
of the PRC subsidiaries is 25%. For our Company and the PRC subsidiaries approved as “High
and New Technology Enterprise” by the relevant government authorities, they are subject to a
preferential rate of 15%. In addition, pursuant to the relevant laws and regulations in the PRC,
three of our subsidiaries are qualified as a public infrastructure project company and enjoying
a 6-year tax holiday (three years full exemption followed by three years half reduction)
beginning from 2023 or 2025 (the first year generating assessable profit).
Our subsidiary incorporated in Hong Kong is subject to Hong Kong Profits Tax under the
two-tiered profits tax rates regime. During the Track Record Period, the first HK$2,000,000 of
profits of qualifying corporations will be taxed at 8.25%, and profits above HK$2,000,000 will
be taxed at 16.5%. The profits of group entities in Hong Kong not qualifying for the two-tiered
profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Taxation arising from
other jurisdictions is calculated at the rate prevailing in the relevant jurisdictions.
During the Track Record Period and as of the Latest Practicable Date, we did not have
any disputes or unresolved tax issues with the relevant tax authorities.
Profit for the Y ears
We recorded a profit of RMB425.2 million, RMB473.9 million and RMB1,103.3 million
in 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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--- page 242 ---
YEAR TO YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear End December 31, 2025 Compared to Y ear End December 31, 2024
Revenue
Our revenue increased significantly by 63.3% from RMB3,779.7 million in 2024 to
RMB6,173.6 million in 2025, primarily attributable to the increase in our revenue generated
from manufacturing and sales of wind power equipment.
Specifically, our revenue generated from manufacturing and sales of wind power
equipment increased by 67.1% from RMB3,510.7 million in 2024 to RMB5,865.6 million in
2025, primarily attributable to an increase in overseas project deliveries which result in the
increase in order-based revenue. In addition, we started to adopt the DAP model for overseas
sales in the second half of 2024, which generally has higher order value compared to the FOB
model as we are responsible for international delivery and logistics as well and we also bear
the associated transportation costs.
Our revenue generated from wind and photovoltaic power generation increased by 16.4%
from RMB215.8 million in 2024 to RMB251.1 million in 2025, primarily because our
Tangshan Shilihai 250MW Aquaculture-PV Complementary Project (ʆ૎κӳɤԢऎ250MW
ဝΈʝ໾อঐ๕೯ཥධͦ) achieved grid-connected power generation in May 2025.
Our revenue from other business increased from RMB53.1 million in 2024 to RMB56.8
million in 2025, primarily due to the increase in provision of terminal services in our ports and
docks.
Cost of Sales
Our cost of sales increased by 60.4% from RMB2,652.3 million in 2024 to RMB4,254.3
million in 2025, primarily due to rising raw material and transportation costs, which were in
line with our revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased by 70.2% from RMB1,127.4 million in 2024 to RMB1,919.2
million in 2025, largely in line with our revenue growth.
Our overall gross profit margin increased from 29.8% in 2024 to 31.1% in 2025. Our
gross profit margin for the manufacturing and sales of wind power equipment increased from
25.9% to 29.0% for the same period. The increase in gross profit margin for wind power
equipment was mainly because: (i) we had higher portion of overseas project deliveries in this
period, which have stricter technical requirements and therefore higher margins; (ii) we
secured more demanding and higher-margin orders leveraging our proven records and our
capabilities to expand our service offerings by adopting the DAP model in addition to the FOB
model since the second half of 2024; and (iii) we have implemented various cost control
measures by enhancing efficiency and optimising our supply chain. Such increase was partially
offset by a decrease in our gross profit margin for wind and photovoltaic power generation
services from 78.5% to 69.5% during the same period. The decrease was primarily attributable
to the transition of certain projects under construction into property, plant and equipment and
the corresponding recognition of depreciation expenses.
FINANCIAL INFORMATION
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Other Income
Our other income increased by 49.9% from RMB68.5 million in 2024 to RMB102.7
million in 2025, primarily due to an increase of RMB38.7 million in interest income from bank
deposits.
Other (Losses)/Gains, Net
We recorded net other gains of RMB76.0 million in 2025 compared to net other losses of
RMB23.1 million in 2024, primarily because we recorded net foreign exchange gain of
RMB58.0 million in 2025 compared to net foreign exchange loss of RMB46.8 million in 2024
as a result of the fluctuation of foreign exchange rate.
Selling Expenses
Our selling expenses increased by 30.6% from RMB98.1 million in 2024 to RMB128.1
million in 2025, primarily due to an increase of RMB26.4 million in employee salaries and
benefits expenses attributable to the increased number of sales and marketing employees as
well as the increased bonus to our sales and marketing employees for incentive purpose.
Administrative Expenses
Our administrative expenses increased by 52.9% from RMB256.7 million in 2024 to
RMB392.6 million in 2025, primarily due to an increase of RMB99.8 million in employee
salaries and benefits expenses attributable to the increased number of administrative staff as
well as the increased bonus to our senior management and key employees for incentive
purpose.
Research and Development Expenses
Our research and development expenses increased by 58.4% from RMB182.0 million in
2024 to RMB288.2 million in 2025, primarily due to an increase of RMB87.8 million in
material cost as a result of our increased demands for consumables used in our research and
development activities to support our ongoing product upgrade and business expansion.
(Impairment Losses)/Reversal of Impairment Losses
We recorded impairment losses of RMB114.6 million in 2024 and reversal of impairment
losses of RMB9.0 million in 2025, primarily due to reversal of provision for impairment loss
on trade and bills receivables as we reassessed our expected credit losses based on customer
credit status and repayment performance.
Finance Costs
Our finance costs increased from RMB5.6 million in 2024 to RMB32.2 million in 2025,
primarily due to an increase of RMB30.8 million in interest expenses on borrowings as we had
more borrowings in 2025.
Income Tax Expenses
Our income tax expense increased from RMB41.9 million in 2024 to RMB162.5 million
in 2025, primarily due to an increase in our taxable income.
FINANCIAL INFORMATION
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Profit for the Y ear
For the foregoing reasons, we recorded total profits of RMB473.9 million and
RMB1,103.3 million in 2024 and 2025, respectively.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue decreased by 12.6% from RMB4,325.1 million in 2023 to RMB3,779.7
million in 2024, primarily attributable to the decrease in our revenue generated from
manufacturing and sales of wind power equipment.
Our revenue generated from manufacturing and sales of wind power equipment decreased
by 15.3% from RMB4,146.0 million in 2023 to RMB3,510.7 million in 2024, mainly
attributable to the decline in revenue in Chinese Mainland. Such decrease were primarily
because we adjusted our strategic focus to prioritize projects with higher profit margins.
Our revenue generated from wind and photovoltaic power generation increased by 64.0%
from RMB131.6 million in 2023 to RMB215.8 million in 2024. This growth was primarily
driven by the full-year contribution of our 250MW Liaoning Fuxin Zhangwu Xiliujiazi
Onshore Wind Power Project (ɿ250MWཥఙධͦ) in 2024, which
achieved grid-connected power generation in April 2023.
Our revenue from other business increased by 12.0% from RMB47.4 million in 2023 to
RMB53.1 million in 2024, primarily due to the increase in provision of terminal services in our
ports and docks.
Cost of Sales
Our cost of sales decreased by 20.2% from RMB3,324.1 million in 2023 to RMB2,652.3
million in 2024, primarily due to the decrease in costs of raw materials and production and
operation expenses.
Gross Profit and Gross Profit Margin
Despite the decrease in our revenue in 2024, we have secured more orders with higher
gross profit margins. Additionally, we have continuously adopted measures to control our
costs. As a result, our gross profit increased by 12.6% from RMB1,001.0 million in 2023 to
RMB1,127.4 million in 2024.
Our overall gross profit margin increased from 23.1% in 2023 to 29.8% in 2024. This is
primarily because (i) our gross profit margin on manufacturing and sales of wind power
equipment increased from 20.5% in 2023 to 25.9% in 2024, primarily because we adjusted our
key focus to prioritize projects with higher profit margins, as well as our continuous efforts to
control costs. In addition, we secured more demanding and higher-margin orders leveraging
our proven records and our capabilities to expand our service offerings by adopting the DAP
model in addition to the FOB model since the second half of 2024, and (ii) we generated a
larger portion of gross profit from our wind and photovoltaic power generation business in
2024, which generally had a relatively higher gross profit margin. This was enabled by the
full-year operation at our 250MW Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power
Project (ɿ250MWཥఙධͦ) in 2024, which achieved grid-connected
power generation in April 2023.
FINANCIAL INFORMATION
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--- page 245 ---
Other Income
Our other income remained relatively stable at RMB67.0 million in 2023 and RMB68.5
million in 2024.
Other (Losses)/Gains, Net
We recorded net other losses of RMB50.4 million in 2023 compared to RMB23.1 million
in 2024, primarily due to a decrease of RMB27.0 million in net foreign exchange loss as a
result of the fluctuation in the exchange rates in 2024.
Selling Expenses
Our selling expenses increased by 35.3% from RMB72.5 million in 2023 to RMB98.1
million in 2024, primarily due to (i) an increase of RMB11.6 million in employee salaries and
benefits expenses attributable to the increased number of sales and marketing employees to
support our business growth; and (ii) an increase of RMB10.7 million in consulting service fees
primarily to support our sales activities.
Administrative Expenses
Our administrative expenses increased by 37.1% from RMB187.3 million in 2023 to
RMB256.7 million in 2024, primarily due to an increase of RMB55.4 million in employee
salaries and benefits expenses attributable to the increased number of administrative staff and
the increased salaries to our administrative staffs to support our business expansion.
Research and Development Expenses
Our research and development expenses decreased by 28.8% from RMB255.6 million in
2023 to RMB182.0 million in 2024, primarily due to a decrease of RMB77.7 million in
material cost, as we had completed certain R&D projects in recent years in advance of our
expansion and upgrade of our product portfolio.
(Impairment Losses)/Reversal of Impairment Losses
Our impairment losses increased from RMB3.7 million in 2023 to RMB114.6 million in
2024, primarily due to (i) an increase of RMB70.5 million in impairment losses on trade and
bills receivables. This was caused by delays in the acceptance and payment process for our
domestic sales of wind power products, which are generally contingent upon the successful
trial operation of the entire wind farm. In 2024, the commissioning of certain large wind
turbines by our downstream customers was prolonged due to issues and disputes with
components from other suppliers, which are factors beyond our control, and (ii) an increase of
RMB34.9 million in impairment losses on construction in progress. As part of our strategic
shift towards the higher-margin overseas offshore wind market, we scaled back production of
domestic onshore products with relatively lower gross profit margins. Consequently, we
terminated an upgrade project of one of our domestic facilities and recognized impairment on
the corresponding construction in progress.
FINANCIAL INFORMATION
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Finance Costs
Our finance costs decreased by 59.4% from RMB13.8 million in 2023 to RMB5.6 million
in 2024, primarily due to a decrease of RMB20.5 million in interest expenses on borrowings
as we had less borrowings in this period, partially offset by a decrease of RMB11.0 million in
interest capitalized.
Income Tax Expense
Our income tax expense decreased by 29.7% from RMB59.6 million in 2023 to RMB41.9
million in 2024, primarily due to the increase in deferred tax assets.
Profit for the Y ear
For the foregoing reasons, our profit increased by 11.5% from RMB425.2 million in 2023
to RMB473.9 million in 2024.
DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth a breakdown of our consolidated statements of financial
position as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Non-current Assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,564,757 2,309,267 3,132,344
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118836,938 707,936 1,562,413
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,947 3,696 5,252
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118389,984 524,737 628,295
Prepayments and other receivables /H1118/H1118/H1118/H1118113,965 206,453 537,091
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,849 74,601 145,654
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,931,440 3,826,690 6,011,049
Current Assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,545,530 2,084,479 2,174,567
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,669,625 1,369,210 1,101,086
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118307,716 278,735 209,297
Prepayments and other receivables /H1118/H1118/H1118/H1118516,542 879,646 1,127,102
Financial assets at fair value through
other comprehensive income
(“FVOCI ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,715 254,167 361,882
Financial assets at fair value through
profit and loss (“ FVTPL ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,003,673 – 550,278
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,944 32,569 99,516
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,293,374 7,735,260 8,479,502
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,224,814 11,561,950 14,490,551
FINANCIAL INFORMATION
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As of December 31,
2023 2024 2025
RMB’000
Current Liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,398,445 1,554,167 1,503,188
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588,996 1,388,936 1,608,629
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118414,880 455,737 554,997
Financial liabilities at FVTPL –
Derivative financial instruments /H1118/H1118/H1118/H1118/H111821,482 – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 83,433 610,779
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,779 4,190 33,627
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640 3,604 6,531
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,380 41,955 61,333
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,934,782 3,532,022 4,379,084
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,358,592 4,203,238 4,100,418
Total assets less current liabilities /H1118/H1118/H1118/H11187,290,032 8,029,928 10,111,467
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,681 161,361 145,227
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 264,968 1,282,133
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,093 203,085 198,332
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,883 123,221 199,240
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,209 5,284 6,245
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118375,866 757,919 1,831,177
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,914,166 7,272,009 8,280,290
Property, Plant and Equipment
Our property, plant and equipment mainly consisted of machinery, properties and plants,
port facilities and auxiliary facilities, transportation equipment, and others. The following table
sets forth a breakdown of our property, plant and equipment as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118769,349 1,259,919 1,949,296
Properties and plants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,550 707,904 847,707
Port facilities and auxiliary facilities /H1118/H1118/H1118288,891 291,577 285,718
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,921 9,871 9,277
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/H111827,046 39,996 40,346
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/H11181,564,757 2,309,267 3,132,344
Our property, plant and equipment increased from RMB1,564.8 million as of December
31, 2023 to RMB2,309.3 million as of December 31, 2024, primarily because (i) our 250MW
Liaoning Fuxin Zhangwu Xiliujiazi Onshore Wind Power Project (ɿ
250MWཥఙධͦ) achieved grid-connected power generation in April 2023, and expenses
associated with certain equipment was transferred to machinery; and (ii) we made ongoing
investments and upgrade of our production facilities, especially the technical upgrade in our
Shandong Penglai Offshore Facility (ᇻഺऎʈਿή) and the construction of the Liaoning
FINANCIAL INFORMATION
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--- page 248 ---
Panjin Shipbuilding Facility ( ፱ྐྵᆵᎀி୵ਿή). Our property, plant and equipment increased
from RMB2,309.3 million as of December 31, 2024 to RMB3,132.3 million as of December 31,
2025, primarily because (i) our Tangshan Shilihai 250MW Aquaculture-PV Complementary
Project (ʆ૎κӳɤԢऎ250MW ဝΈʝ໾อঐ๕೯ཥධͦ) achieved grid-connected power
generation in May 2025 and expenses associated with certain PV equipment was transferred to
machinery; and (ii) our Hebei Tangshan Caofeidian Offshore Facility commenced production
of its first offshore engineering project for export in December 2025, and expenses associated
with the factory and certain equipment was transferred to property, plant and equipment.
Right-of-use Assets
During the Track Record Period, our right-of-use assets primarily consist of (i) land use
rights, (ii) right of use other properties leased for own use, (iii) land leased for wind and
photovoltaic power generation business, and (iv) sea area use rights. Our right-of-use assets
increased from RMB390.0 million as of December 31, 2023 to RMB524.7 million as of
December 31, 2024, primarily due to a net increase in right-of-use assets of land leased for
wind and photovoltaic power generation business in relation to the construction of our
Tangshan Shilihai 250MW Aquaculture-PV Complementary Project (ʆ૎κӳɤԢऎ250MW
ဝΈʝ໾อঐ๕೯ཥධͦ). Our right-of-use assets increased from RMB524.7 million as of
December 31, 2024 to RMB628.3 million as of December 31, 2025, primarily due to the
increases in land use rights and sea area use rights for operational expansion.
Inventories
Our inventories primarily consist of raw materials, work in progress, finished goods, and
goods in transits. The following table sets forth details of our inventories as of the date
indicated.
As of/for the year ended December 31,
2023 2024 2025
RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342,366 390,509 343,400
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118703,022 788,114 602,562
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,142 743,403 735,714
Goods in transits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 162,453 498,826
Less: provision for impairment of
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (5,935)
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/H11181,545,530 2,084,479 2,174,567
Our inventories increased from RMB1,545.5 million as of December 31, 2023 to
RMB2,084.5 million as of December 31, 2024, primarily attributable to the extended
production and delivery cycles, as (i) we had more offshore orders in overseas market which
generally had higher technical requirements, and (ii) we started to adopt the DAP model in the
second half of 2024 under which we are responsible for transportation logistics. Our
inventories further increased to RMB2,174.6 million as of December 31, 2025, primarily due
to more goods in transits as we adopted the DAP model which led to extended delivery cycles
because we are responsible for transportation logistics.
FINANCIAL INFORMATION
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We manage our inventory levels based principally on expected demand, production
schedules and volume of sales orders. We periodically assess impairment of inventories and
typically recognize write-down of inventories when their carrying amount exceeds their net
realizable value. We believe we have a comprehensive and adequate system in place for
identifying and accounting for inventory risks and impairment provisions. Our provision for
impairment loss for our inventories was nil, nil and RMB5.9 million in 2023, 2024 and 2025,
respectively.
The following is an aging analysis of our inventories as of the date indicated.
As of December 31,
2023 2024 2025
RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,398,457 1,956,598 2,026,379
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,073 127,881 148,188
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/H11181,545,530 2,084,479 2,174,567
Our inventory turnover days, calculated as the average of the beginning and ending
balance of inventories for the year divided by the cost of sales for that year and multiplied by
365 days, amounted to 180 days, 250 days and 183 days in 2023, 2024 and 2025, respectively.
Our inventory turnover days increased from 2023 to 2024 primarily due to a growing
proportion of overseas sales which typically required longer production and delivery periods
than domestic orders. However, our risk of obsolete inventory remains minimal since all of our
products are customized to specific customer requirements. Our inventory turnover days
decreased to 183 days in 2025, primarily as a result of our improved inventory management
benefiting from enhanced operational efficiency through supply chain optimization and process
upgrades. According to Frost & Sullivan, our inventory turnover days were generally
consistent with the industry level during the Track Record Period.
As of March 31, 2026, we have utilized approximately RMB1,116.2 million, or 51.3% of
our inventories as of December 31, 2025. The utilization rate is relatively low because, under
the inherent production cycle of our products, a three-month period is insufficient for
completion, and we have adopted the DAP arrangement for product delivery since the second
half of 2024. Under DAP terms, we are responsible for international transportation, which
extended the overall delivery cycle, resulting in a longer period during which the products
remains classified as our inventory. Consequently, the recognition of this inventory as costs is
deferred until final delivery is completed.
Trade and Bills Receivables
Our trade and bills receivables represent outstanding amounts due from our customers.
We generally require our customers to pay a portion of the contract payments upfront, before
the delivery of our products. Pursuant to the contract terms, our customers are then required
to make subsequent payments in batches, at predefined milestones. For example, according to
our contracts with domestic customers, we generally collect 50% to 85% of the contract
amount after the delivery of our products and approximately 90% to 95% of the contract
amount after the acceptance process of wind power products by customers. The remaining
amount is included in “contract assets” as our entitlement to this final payment is conditional
on our satisfactory work until the end of retention period. While according to our contracts
with international customers with respect to foundation products, we generally collect over
90% of the contract amount after the delivery of our products and the remaining after the
acceptance process of wind power products by customers.
FINANCIAL INFORMATION
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We generally granted different credit periods to our customers depending on the product
type during the Track Record Period. For example, we generally granted a credit period of
between 30 to 60 days for foundation products, between 30 to 180 days for towers,
commencing from the contractually agreed payment milestones. We recognize trade and bills
receivables upon the fulfillment of certain contractual obligations, which generally occurs
prior to the commencement of the credit period. The following table sets forth details of our
trade and bills receivables as of the date indicated.
As of December 31,
2023 2024 2025
RMB’000
Trade receivables – third parties /H1118/H1118/H1118/H1118/H1118/H11181,742,710 1,490,679 1,192,811
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,219 63,576 46,318
Total trade and bills receivables /H1118/H1118/H1118/H1118/H11181,783,929 1,554,255 1,239,129
Less: allowance for impairment
– Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(113,273) (181,057) (135,495)
– Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,031) (3,988) (2,548)
Total allowance for impairment for
trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,304) (185,045) (138,043)
Total trade and bills receivables, net /H1118 1,669,625 1,369,210 1,101,086
Our trade and bills receivables decreased from RMB1,669.6 million as of December 31,
2023 to RMB1,369.2 million as of December 31, 2024, and further to RMB1,101.1 million as
of December 31, 2025, primarily attributable to (i) our enhanced collection efforts for domestic
orders towards the end of the respective periods, which accelerated the receipt of payments
from our domestic customers prior to each period end, and (ii) better payment terms in relation
to our overseas orders. In addition, we recorded more allowance for impairment for trade and
bills receivables in 2024, which was caused by delays in the acceptance and payment process
for our domestic sales of wind power products, as the commissioning of larger wind turbines
by customers took longer than originally planned.
The following is an aging analysis of our trade and bills receivables based on the date of
revenue recognition as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,149,484 820,095 933,229
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/H1118577,029 339,941 67,049
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/H111847,090 367,601 92,423
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,326 26,618 146,428
1,783,929 1,554,255 1,239,129
Less: loss allowance for trade and bills
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,304) (185,045) (138,043)
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/H11181,669,625 1,369,210 1,101,086
FINANCIAL INFORMATION
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As certain customers made payment to their suppliers, including us, in alignment with the
overall acceptance and payment progress of the whole wind farms, it took more than one year
to complete the actual settlement from those customers.
Our trade and bills receivables turnover days, calculated as the average of the beginning
and ending balance of trade and bills receivables for the year divided by the revenue for that
year and multiplied by 365 days, amounted to 155 days, 161 days and 83 days in 2023, 2024
and 2025, respectively. Our trade and bills receivables turnover days increased from 2023 to
2024, primarily due to extended collection cycles in our domestic sales of wind power
equipment, as payment collection is closely tied to overall wind farm acceptance and payment
process. The increasing proportion of larger turbine units sold, driven by customer demand
aligned with market trends, has resulted in extended customer acceptance and payment process,
which in turn impacted our receivables collection schedule. Our trade and bills receivables
turnover days decreased to 83 days in 2025, primarily attributable to (i) our enhanced
collection efforts for domestic orders, which accelerated the receipt of payments from our
domestic customers, and (ii) the increased contribution of revenue from products delivered to
overseas markets, which typically features better payment terms.
As of March 31, 2026, RMB590.2 million, or 47.6% of our trade and bills receivables as
of December 31, 2025 had been settled.
The subsequent settlement period for certain of our trade and bills receivables as of
December 31, 2025 exceeded 60 days, primarily because a portion of the trade and bills
receivables outstanding as of December 31, 2025 had not yet reached the contractual payment
trigger point or the credit period for such receivables had not yet commenced or completed as
of March 31, 2026, and as a result, no payment obligation had arisen on the part of the relevant
customers. Our Directors believe that there is no material recoverability issue for our trade
receivables, and based on our subsequent settlement status, sufficient provision has been made
at the end of each of the period during the Track Record Period.
Contract Assets
Our contract assets are primarily arise from manufacturing and sales of wind power
equipment. Contract assets represent the rights to receive considerations for the transfer of
goods to customers that are not yet unconditional. We allow domestic customers to retain a
certain percentage of the contract value in retention period. This amount is included in
“contract assets” as our entitlement to this final payment is conditional on our satisfactory
work until the end of retention period. The retention period we granted to our domestic
customers generally ranged from one year to six years. Our contract assets remained relatively
stable at RMB307.7 million and RMB278.7 million as of December 31, 2023 and 2024,
respectively. Our contract assets then decreased to RMB209.3 million as of December 31, 2025
primarily because due to the fulfillment of retention period for certain projects.
Our contract assets and trade and bills receivables turnover days, calculated as the
average of the beginning and ending balance of contract assets and trade and bills receivables
for the year divided by the revenue for that year and multiplied by 365 days, amounted to 177
days, 191 days and 98 days in 2023, 2024 and 2025, respectively.
As of March 31, 2026, RMB11.9 million, or 5.0% of our contract assets as of December
31, 2025 had been transferred to our trade and bills receivables.
FINANCIAL INFORMATION
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Prepayments and Other Receivables
Our prepayments and other receivables primarily consist of (i) prepayment on
construction and equipment, (ii) certificate of deposits purchased, (iii) other tax receivables,
(iv) prepayments, mainly representing the amount paid to suppliers of inventories to secure the
inventory supply. These advance payments are expected to be realized within twelve months
from the end of the Track Record Period, (v) deposits paid, (vi) listing expenses to be deducted
from equity, (vii) prepaid corporate income tax, (viii) consideration receivables from disposal
of subsidiaries, and (ix) interest receivables. The following table sets forth the details of our
prepayments and other receivables as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Non-Current
Prepayments on construction and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,790 196,453 527,091
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118112,175 10,000 10,000
113,965 206,453 537,091
Current
Other tax receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,205 237,261 602,782
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118291,472 558,202 440,469
Deposits paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,214 34,219 44,913
Listing expenses to be deducted
from equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 15,952
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118– 50,000 10,000
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,132 818 8,551
Consideration receivables from disposal
of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,801 – 4,500
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,758 632
Less: expected credit loss allowance /H1118/H1118/H1118(4,282) (3,612) (697)
516,542 879,646 1,127,102
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/H1118630,507 1,086,099 1,664,193
Our current portion of prepayments and other receivables increased from RMB516.5
million as of December 31, 2023 to RMB879.6 million as of December 31, 2024. The
fluctuations were primarily attributable to the changes in raw material procurement volumes.
See also “— Inventories.” Our current portion of prepayments and other receivables increased
from RMB879.6 million as of December 31, 2024 to RMB1,127.1 million as of December 31,
2025 mainly due to an increase of RMB365.5 million in other tax receivables as we had more
value-added input tax receivables.
Our non-current portion of prepayments and other receivables increased from RMB114.0
million as of December 31, 2023 to RMB206.5 million as of December 31, 2024, and further
to RMB537.1 million as of December 31, 2025, primarily attributable to the increased
prepayments for equipment procurement and related expenditures resulting from our
shipbuilding activities and construction of production facilities.
As of March 31, 2026, RMB743.4 million, or 44.7% of our prepayments and other
receivables as of December 31, 2025 had been settled.
FINANCIAL INFORMATION
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Financial Assets at FVTOCI
Our financial assets at FVTOCI mainly represent bills receivables measured at FVTOCI,
as we held certain bills for the practice of discounting/endorsing to financial
institutions/suppliers before the bills maturity date. Our financial assets at FVTOCI decreased
from RMB289.7 million as of December 31, 2023 to RMB254.2 million as of December 31,
2024, and increased to RMB361.9 million as of December 31, 2025. Such fluctuations were
primarily resulted from our endorsement and discount primarily considering the amount of bills
we received, our fund requirements and the discount rate with the banks.
Financial Assets at FVTPL
As of December 31, 2024, we did not record financial assets at FVTPL. Our financial
assets at FVTPL as of December 31, 2023 and 2025 amounted to RMB1,003.7 million and
RMB550.3 million respectively, which primarily consist of structured deposits and foreign
currency forward contracts. For details of our investment policies, see “— Description of
Certain Consolidated Statements of Profit or Loss and Other Comprehensive Income Items —
Other (Losses)/Gains, Net.”
Cash and Bank Balances
We had cash and bank balances of RMB1,901.6 million, RMB2,836.5 million and
RMB2,855.8 million as of December 31, 2023, 2024 and 2025, respectively. For details on the
fluctuations of our cash and bank balances during the Track Record Period, see “— Liquidity
and Capital Resources — Summary of Consolidated Statements of Cash Flow.”
Trade and Bills Payables
Our trade and bills payables primarily represent the amounts due to our suppliers for
purchasing of raw materials. For our purchase of transportation logistics services and steel
plates, we generally pay in advance before the delivery of such services and raw materials. For
suppliers who grant us a credit period, the typical term is up to 90 days. The following table
sets forth details of our trade and bills payables as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345,159 414,577 463,672
Bills payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,053,286 1,139,590 1,039,516
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/H11181,398,445 1,554,167 1,503,188
Our trade and bills payables increased from RMB1,398.4 million as of December 31,
2023 to RMB1,554.2 million as of December 31, 2024, mainly as we purchased more raw
materials to support our production activities. Our trade and bills payables remained relatively
stable at RMB1,554.2 million as of December 31, 2024 and RMB1,503.2 million as of
December 31, 2025.
FINANCIAL INFORMATION
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--- page 254 ---
The following is an aging analysis of our trade and bills payables on the date of
occurrence of payables as of dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,351,436 1,485,594 1,466,133
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/H111840,063 39,843 20,847
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/H11181,031 22,061 10,604
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,915 6,669 5,604
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/H11181,398,445 1,554,167 1,503,188
Our trade and bills payables turnover days, calculated as the average of the beginning and
ending balance of trade and bills payables for the year divided by the cost of sales for that year
and multiplied by 365 days, amounted to 194 days, 203 days and 131 days in 2023, 2024 and
2025, respectively. Our trade and bills payables turnover days increased from 194 days in 2023
to 203 days in 2024, mainly attributable to (i) extended payment terms granted by certain
suppliers, and (ii) the strategic use of payment terms to optimize our cash flow management.
Subsequently, our trade and bills payables turnover days decreased to 131 days in 2025,
primarily due to shifts in our cost structure. This reduction was largely driven by an increased
proportion of costs related to and advance payments for transportation logistics services and
steel plates — key components under our DAP model and manufacturing activities — which,
as prepaid items, did not give rise to corresponding trade and bills payables.
As of March 31, 2026, RMB670.4 million, or 44.6% of our trade and bills payables as of
December 31, 2025 had been settled.
Contract Liabilities
Our contract liabilities represent the obligation to transfer goods to customers in
consideration of payments received or receivable from customers. Contract liabilities are
incurred when the payment schedule agreed under the contract is ahead of the performance of
contract obligations. Our contract liabilities increased from RMB589.0 million as of December
31, 2023 to RMB1,388.9 million as of December 31, 2024, and further to RMB1,608.6 million
as of December 31, 2025, mainly due to the increase in advance payments received as a results
of our ongoing overseas business expansion.
As of March 31, 2026, RMB1,063.7 million, or 66.1%, of our contract liabilities as of
December 31, 2025 were subsequently recognized as revenue.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals mainly represent (i) other payables, representing such as
deposits from our customers to secure our production capacity, (ii) construction and equipment
payables, (iii) employee benefits payables, (iv) retention money payable, mainly representing
deposits paid by our suppliers for project tendering deposits, (v) other taxes payable, and (vi)
others, mainly representing payables for staff reimbursement and other miscellaneous fees. The
following table sets forth details of our other payables and accruals as of the dates indicated.
As of December 31,
2023 2024 2025
RMB’000
Non-current
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,681 161,361 145,227
Current
Construction and equipment payables /H1118/H1118 333,173 340,330 358,848
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,025 30,821 100,291
Retention money payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,263 35,345 58,425
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,280 48,842 37,433
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/H1118139 399 –
414,880 455,737 554,997
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/H1118523,561 617,098 700,224
Our other payables and accruals increased from RMB523.6 million as of December 31,
2023 to RMB617.1 million as of December 31, 2024, primarily because of (i) an increase of
RMB52.7 million in other payables primarily including deposits from an overseas customer to
secure our production capacity within the timeline specified in the agreement; and (ii) an
increase of RMB19.8 million in employee benefits payables due to the increase in our
employees, especially high-level management team. Our other payables and accruals further
increased to RMB700.2 million as of December 31, 2025, primarily due to (i) an increase of
RMB69.5 million in employee benefits payables due to increased headcounts for talents to
support our business as well as increased bonus to our employees for incentive purpose; and
(ii) an increase of RMB23.1 million in retention money payable in line with the increase in our
procurement.
As of March 31, 2026, RMB255.5 million, or 36.5% of our other payables and accruals
as of December 31, 2025 had been settled.
Derivative Financial Instruments
Our derivative financial instruments mainly represent foreign exchange forward contracts
with banks. During the Track Record Period, we used these derivative financial instruments to
manage our foreign currency exposure related to EUR against RMB. We have implemented
stringent risk control measures regarding foreign exchange management. For details, see “—
Description of Certain Consolidated Statements of Profit or Loss and Other Comprehensive
Income Items — Other (Losses)/Gains, Net.” We did not record derivative financial
instruments as financial liabilities at FVTPL as of December 31, 2024 and 2025, and we
recorded derivative financial instruments as financial liabilities at FVTPL of RMB21.5 million
as of December 31, 2023, while recorded derivative financial instruments as financial assets at
FVTPL of RMB12.1 million as of March 31, 2026.
FINANCIAL INFORMATION
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LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash during the Track Record Period were to fund our operation,
capital expenditure and general working capital needs. Historically, we have financed our
operations and other capital requirements primarily through cash generated from our business
operations, net proceeds from our offering of A shares and borrowings. Our anticipated cash
needs primarily include costs associated with the research and development of our products and
business expansion. We expect to fund our future working capital and other cash requirements
with cash generated from our operations, the net proceeds from Global Offering and, when
necessary, bank and other borrowings.
As of December 31, 2025, we had cash and cash equivalent of RMB2,855.8 million.
Considering our internal resources, our cash flow from operations and the estimated net
proceeds from the Global Offering, our Directors confirm that the working capital available to
us is sufficient at present and for at least the next 12 months from the date of this prospectus.
Net Current Assets
The following table sets forth a summary of our current assets and liabilities as of the
dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
RMB’000
(Unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,545,530 2,084,479 2,174,567 1,863,310
Trade and bills receivables /H1118/H11181,669,625 1,369,210 1,101,086 1,130,888
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118307,716 278,735 209,297 211,394
Prepayments and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118516,542 879,646 1,127,102 1,232,138
Financial assets at FVOCI /H1118/H1118/H1118289,715 254,167 361,882 211,521
Financial assets at FVTPL /H1118/H1118/H11181,003,673 – 550,278 662,611
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,944 32,569 99,516 117,173
Cash and bank balances /H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774 1,665,035
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H11187,293,374 7,735,260 8,479,502 7,094,070
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H11181,398,445 1,554,167 1,503,188 1,461,391
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588,996 1,388,936 1,608,629 1,305,006
Other payables and accruals /H1118 414,880 455,737 554,997 541,155
Financial liabilities at FVTPL
– Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,48 2–––
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 83,433 610,779 132,461
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,779 4,190 33,627 6,624
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640 3,604 6,531 6,531
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,380 41,955 61,333 96,668
Total current liabilities /H1118/H1118/H1118/H11182,934,782 3,532,022 4,379,084 3,549,836
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,358,592 4,203,238 4,100,418 3,544,234
FINANCIAL INFORMATION
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We had net current assets of RMB4,358.6 million, RMB4,203.2 million, RMB4,100.4
million and RMB3,544.2 million as of December 31, 2023, 2024 and 2025 and March 31, 2026,
respectively.
Our net current assets decreased from RMB4,358.6 million as of December 31, 2023 to
RMB4,203.2 million as of December 31, 2024, primarily attributable to an increase in current
liabilities, mainly including (i) an increase of RMB799.9 million in contract liabilities, and (ii)
an increase of RMB155.7 million in trade and bills payables; this increase was partially offset
by a decrease of RMB388.7 million in borrowings, as well as an increase in current assets,
mainly including (i) an increase of RMB538.9 million in inventories, and (ii) an increase of
RMB363.1 million in prepayments and other receivables.
Our net current assets decreased from RMB4,203.2 million as of December 31, 2024 to
RMB4,100.4 million as of December 31, 2025, primarily attributable to an increase in current
liabilities, mainly including (i) an increase of RMB527.3 million in borrowings, (ii) an increase
of RMB219.7 million in contract liabilities, and (iii) an increase of RMB99.3 million in other
payables and accruals; this decrease was partially offset by an increase in current assets, mainly
including an increase of RMB247.5 million prepayment and other receivables.
Our net current assets decreased from RMB4,100.4 million as of December 31, 2025 to
RMB3,544.2 million as of March 31, 2026, primarily attributable to (i) a decrease in current
assets, mainly including a decrease of RMB1,190.7 million in cash and bank balances and (ii)
a decrease of RMB311.3 million in inventories; this decrease was partially offset by an increase
of RMB105.0 million in current portion of prepayments and other receivables and a decrease
in current liabilities, mainly including (i) a decrease of RMB478.3 million in borrowings, and
(ii) a decrease of RMB303.6 million in contract liabilities.
Summary of Consolidated Statements of Cash Flow
The following table sets forth a summary of our consolidated cash flow statements for the
years indicated.
For the year ended December 31,
2023 2024 2025
RMB’000
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118774,074 1,035,337 1,144,333
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,381,057) 265,984 (2,580,300)
Net cash (used in)/generated from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,010,572) (323,702) 1,401,593
Net (decrease)/increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,617,555) 977,619 (34,374)
Cash and cash equivalents at beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,575,800 1,901,629 2,836,454
Effect of foreign exchange differences
on translation on foreign operations /H1118/H1118 (56,616) (42,794) 53,694
Cash and cash equivalents at the end
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774
FINANCIAL INFORMATION
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Operating Activities
In 2025, we had net cash generated from operating activities of RMB1,144.3 million,
primarily attributable to profit before taxation of RMB1,265.8 million, adjusted by certain
non-cash and working capital items, including: (i) positive adjustments, which primarily
included an increase in trade and other payables of RMB318.1 million, an increase in contract
liabilities of RMB219.7 million, and the depreciation of property, plant and equipment of
RMB138.2 million; and (ii) negative adjustments, which primarily included an increase in
trade and other receivables and prepayments of RMB293.9 million, an increase in inventories
of RMB96.0 million and the foreign exchange differences of RMB42.9 million.
In 2024, we had net cash generated from operating activities of RMB1,035.3 million,
primarily attributable to profit before taxation of RMB515.8 million, adjusted by certain
non-cash and working capital items, including: (i) positive adjustments, which primarily
included the increase in contract liabilities of RMB799.9 million, the depreciation of property,
plant and equipment of RMB115.0 million, and the increase in trade and other payables of
RMB63.4 million; and (ii) negative adjustments, which primarily included the increase in
inventories of RMB538.9 million, the increase in trade and other receivables and prepayments
of RMB72.5 million, and the interest income of RMB49.9 million.
In 2023, we had net cash generated from operating activities of RMB774.1 million,
primarily attributable to profit before taxation of RMB484.7 million, adjusted by certain
non-cash and working capital items, including: (i) positive adjustments, which primarily
included the decrease in pledged deposits of RMB417.7 million, decrease in trade and other
receivables and prepayments of RMB381.4 million, and decrease in inventories of RMB186.9
million; and (ii) negative adjustments, which primarily included the decrease in trade and other
payables of RMB600.0 million, increase in contract assets of RMB121.1 million, and increase
in contract liabilities of RMB105.4 million.
Investing Activities
In 2025, we had net cash used in investing activities of RMB2,580.3 million, primarily
attributable to (i) the payment for construction in progress of RMB2,026.2 million; (ii) the
purchase of structured deposits at FVTPL of RMB886.1 million; and (iii) the payment for
purchase of sea area use right of RMB67.3 million, partially offset by (i) the redemption of
structured deposits at FVTPL of RMB335.0 million; and (ii) the certificate of deposits
redeemed of RMB50.0 million.
In 2024, we had net cash generated from investing activities of RMB266.0 million,
primarily attributable to: (i) the redemption of structured deposits at FVTPL of RMB4,930.0
million and (ii) the interest received of RMB63.9 million, partially offset by: (i) the purchase
of structured deposits at FVTPL of RMB3,950.0 million, and (ii) the payment for construction
in progress of RMB729.8 million.
In 2023, we had net cash used in investing activities of RMB1,381.1 million, primarily
attributable to: (i) the purchase of structured deposits at FVTPL of RMB6,392.0 million, and
(ii) the payment for construction in progress of RMB382.1 million, partially offset by the
redemption of structured deposits at FVTPL of RMB5,412.0 million.
Financing Activities
In 2025, we had net cash generated from financing activities of RMB1,401.6 million,
primarily attributable to the proceeds from bank and other borrowings of RMB1,853.1 million,
partially offset by the repayment of bank and other borrowings of RMB282.2 million.
FINANCIAL INFORMATION
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In 2024, we had net cash used in financing activities of RMB323.7 million, primarily
attributable to: (i) the repayment of bank and other borrowings of RMB470.4 million, and (ii)
the dividend paid of RMB116.1 million, partially offset by proceeds from bank and other
borrowings of RMB354.4 million.
In 2023, we had net cash used in financing activities of RMB1,010.6 million, primarily
attributable to: (i) the repayment of bank and other borrowings of RMB975.0 million, and (ii)
the interest paid for bank and other borrowings of RMB21.7 million.
INDEBTEDNESS
As of December 31, 2023, 2024 and 2025, and March 31, 2026, the most recent
practicable date for determining our indebtedness, except as disclosed in the table below, we
did not have any material indebtedness.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(RMB’000)
(Unaudited)
Current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 83,433 610,779 132,461
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,779 4,190 33,627 6,624
502,959 87,623 644,406 139,085
Non-current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 264,968 1,282,133 1,095,282
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,093 203,085 198,332 146,514
88,093 468,053 1,480,465 1,241,796
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118591,052 555,676 2,124,871 1,380,881
Borrowings
During the Track Record Period, our borrowings mainly included bank borrowings, a
majority of which were secured. As of December 31, 2023, 2024 and 2025 and March 31, 2026,
we had total borrowings of RMB472.2 million, RMB348.4 million, RMB1,892.9 million and
RMB1,227.7 million, respectively. During the Track Record Period, our borrowings were
obtained from commercial banks and financial institutions, with the effective interest rates
ranging from 2.62%-5.54% per annum.
As of March 31, 2026, we had total borrowings of RMB1,227.7 million, which had an
effective interest rate of 2.62% to 2.85%. Our interest-bearing borrowings as of March 31,
2026 were expected to become mature in January 2041. As of the same date, we had
RMB13,843.8 million of unutilized banking facilities.
Our bank borrowings agreements contain standard terms, conditions and covenants that
are customary for commercial bank loans. Our Directors confirm that there has not been any
material default on our part in the payment of borrowings, or breaches of covenants during the
Track Record Period and up to the date of this prospectus. During the same period, we have
not experienced any difficulties in obtaining bank loans and others borrowings.
FINANCIAL INFORMATION
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Lease Liabilities
During the Track Record Period, our lease liabilities were primarily in relation to our
lease of land use rights and buildings used in our operations. As of December 31, 2023, 2024
and 2025 and March 31, 2026, our total lease liabilities amounted to RMB118.9 million,
RMB207.3 million, RMB232.0 million and RMB153.1 million, respectively.
Save as disclosed above, we did not have any bank and other borrowing, liabilities under
acceptance or acceptance credits, debentures, mortgages, charges, hire purchases, or finance
lease commitments, guarantees or other material indebtedness or contingent liabilities during
the Track Record Period and up to the Latest Practicable Date. There has been no material
change in our indebtedness since March 31, 2026, being the most recent practicable date for
determining our indebtedness, and up to the date of this prospectus.
CAPITAL EXPENDITURE
Our capital expenditure during the Track Record Period primarily related to machinery,
properties and plants, transportation equipment, port facilities and auxiliary facilities. The
details of our capital expenditure during the Track Record Period are summarized as follows.
For the year ended December 31,
2023 2024 2025
RMB’000
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,967 1,242 13,862
Properties and plants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118608 29,315 1,706
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,361 2,859 848
Port facilities and auxiliary facilities /H1118/H1118/H1118 – 8,858 324
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/H11182,673 15,800 6,378
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/H11187,609 58,074 23,118
CAPITAL COMMITMENTS
Our capital commitments at the end of each year during the Track Record Period
primarily related to contracted but not provided commitments for construction in progress. As
of December 31, 2023, 2024 and 2025, our capital commitments amounted to RMB32.3
million, RMB627.9 million and RMB2,981.1 million, respectively.
CONTINGENT LIABILITIES
In December 2025, a civil claim was filed by a plaintiff against our wholly-owned
subsidiary Zhangwu Xiliujiazi, two other subsidiaries of our Company and our Company. For
details, see “Business — Legal Proceedings and Compliance.” No provision has been made in
the financial statements in respect of this litigation. See also note 36 to the Accountants’ Report
as set out in Appendix I to this prospectus.
As of December 31, 2023, 2024 and 2025 and March 31, 2026, except for the civil
litigation explicated above which is still ongoing and no provision was made, we did not have
any material contingent liabilities. Our Directors confirm that there has been no material
change in our contingent liabilities since March 31, 2026 to the date of this prospectus.
FINANCIAL INFORMATION
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RELATED PARTY TRANSACTIONS
Except for compensation to key management personnel, we had no material related party
transactions during the Track Record Period, and no material balances with related parties
existed at the end of each year during the Track Record Period. See also note 45 to the
Accountants’ Report as set out in Appendix I to this prospectus. Our Directors are of the view
that each of the related party transactions during the Track Record Period was conducted in the
ordinary course of business on an arm’s length basis and on normal commercial terms between
the relevant parties. Our Directors are of the view that our related party transactions during the
Track Record Period would not distort our track record results or cause our historical results
to become non-reflective of our future performance.
KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates or for the years
indicated.
As of/for the year ended December 31,
2023 2024 2025
Gross profit margin (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.1% 29.8% 31.1%
Net profit margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.8% 12.5% 17.9%
Return of equity (ROE) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.3% 6.7% 14.2%
Current ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5 2.2 1.9
Asset-liability ratio (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.4% 37.1% 42.9%
Notes:
(1) Gross profit margin is calculated as gross profit divided by revenue for the respective year.
(2) Net profit margin is calculated as profit for the year divided by revenue for the respective year.
(3) ROE is calculated as profit for the year divided by average of the opening and closing balances of total
equity for the respective year.
(4) Current ratio is calculated as current assets divided by current liabilities as of the relevant date.
(5) Asset-liability ratio is calculated as total liabilities divided by total assets as of the relevant date.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet
transactions.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a variety of market risks, such as foreign currency risk, price risk and
credit risk as set out below. We manage and monitor these exposures to ensure appropriate
measures are implemented on a timely and effective manner. For further details, including
relevant sensitivity analysis, see note 48 in the Accountants’ Report set out in Appendix I to
this prospectus.
FINANCIAL INFORMATION
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Foreign Currency Risk
Foreign currency risk refers to the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange rates. We are
exposed to currency risks primarily through sales and purchases which give rise to receivables,
payables, interest-bearing borrowings and bank balances that are denominated in a foreign
currency, i.e., a currency other than the functional currency of the entities to which the
transactions relate. The foreign currencies giving rise to this risk are primarily EUR and USD.
Foreign currency risk arises when future commercial transactions or recognized assets and
liabilities are denominated in a currency that is not the respective functional currency of our
subsidiaries. To ensure the currency risk exposure of us is kept to an acceptable level and seeks
to minimize the gap between assets and liabilities in the same currency. Foreign exchange risk
contracts are usually used to manage foreign currency risk associated with foreign currency-
denominated assets and liabilities.
Price Risk
Interest Rate Risk
We are exposed to fair value interest rate risk in relation to restricted bank deposits,
certificates of deposits purchased, fixed rate bank borrowings and lease liabilities. our cash
flow interest rate risk is mainly concentrated on the fluctuation of interest rates on bank
balances. The Directors consider that the exposure of cash flow interest rate risk arising from
variable-rate bank balances is insignificant, therefore no sensitivity analysis on such risk has
been prepared.
Credit Risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to
discharge its obligation under the terms of the financial instrument and cause a financial loss
to our Group. Our exposure to credit risk mainly arises from granting credit to customers in the
ordinary course of its operations and from our investing activities.
Our maximum exposure to credit risk is represented by the carrying amount of each
financial asset measured at amortized cost and bills receivables measured at FVTOCI as
disclosed in note 25(b) in the Accountants’ Report set out in Appendix I to this prospectus.
As of December 31, 2023, 2024 and 2025, other than financial assets whose carrying
amounts best represent the maximum exposure to credit risk, our maximum exposure to credit
risk which will cause a financial loss to our Group arising from financial guarantees provided
by our Group to our related companies and third parties as disclosed in note 40 in the
Accountants’ Report set out in Appendix I to this prospectus.
DIVIDENDS
During the Track Record Period, we have declared cash dividends. We declared and
approved the final dividends of RMB116.1 million, RMB51.0 million, and RMB55.5 million,
respectively, in 2023, 2024 and 2025. See note 18 in the Accountants’ Report set out in
Appendix I to this prospectus. As of the Latest Practicable Date, we had paid these dividends
in full.
After the completion of the Global Offering, we may distribute dividends in the form of
cash or by other means permitted by our Articles of Association. A decision to declare or to pay
dividends in the future and the amount of dividends will be at the discretion of our
FINANCIAL INFORMATION
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Shareholders’ meeting and will depend on a number of factors, including our results of
operations, cash flows, financial condition, payments by our subsidiaries of cash dividends to
us, business prospects, statutory, regulatory restrictions on our declaration and payment of
dividends and other factors that our Board may consider important. Any declaration and
payment as well as the amount of dividends will be subject to our constitutional documents and
the relevant laws. Our Shareholders may approve any declaration of dividends.
According to applicable laws in Chinese Mainland and our Articles of Association, we
may distribute dividends out of our profit after tax to the extent that we were profitable for the
relevant year and after deducting statutory and surplus reserves. Our cumulative profits
distributed in cash over the past three years shall be no less than 30% of the average annual
distributable profits achieved in the past three years. Apart from above, we currently do not
have a formal dividend policy or set other payout ratio target.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we had RMB499.7 million of retained profits available for
distribution to our shareholders.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$157.8 million
(equivalent to approximately RMB137.8 million) (assuming an Offer Price of HK$66.40 per
Share), representing approximately 2.8% of the estimated net proceeds from the Global
Offering assuming no Shares are issued pursuant to the Offer Size Adjustment Option and the
Over-allotment Option. The listing expenses consist of (i) underwriting-related expenses,
including underwriting commission, of approximately HK$115.5 million, and (ii) non-
underwriting-related expenses of approximately HK$42.4 million, comprising (a) fees and
expenses of our legal advisors and reporting accountants of approximately HK$24.0 million,
and (b) other fees and expenses of approximately HK$18.3 million. During the Track Record
Period, we incurred listing expenses of HK$1.2 million (equivalent to approximately RMB1.1
million). After the Track Record Period, approximately HK$7.9 million is expected to be
charged to our consolidated statements of profit or loss, and approximately HK$148.7 million
is expected to be accounted for as a deduction from equity upon the Listing. We do not believe
any of the above fees or expenses are material or are unusually high for our Group. The listing
expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The unaudited pro forma statement of our Group’s adjusted net tangible assets prepared
in accordance with Rule 4.29 of the Listing Rules is to illustrate the effect of the Global
Offering on our consolidated net tangible assets attributable to equity Shareholders of our
Company as of December 31, 2025 as if the Global Offering had taken place on that date.
The unaudited pro forma statement of our adjusted net tangible assets has been prepared
for illustrative purposes only and, because of its hypothetical nature, it may not provide a true
picture of our financial position had the Global Offering been completed as of December 31,
2025 or on any future date. For details, see “Appendix II — Unaudited Pro Forma Financial
Information” to this prospectus.
FINANCIAL INFORMATION
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RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work which our Directors consider appropriate
and after due and careful consideration, the Directors confirm that, up to the date of this
prospectus, there has been no material adverse change in our financial or trading position or
prospects since December 31, 2025.
Unaudited Financial Information for the Three Months Ended March 31, 2026
Our revenue increased by 67.2% from RMB1,140.7 million for the three months ended
March 31, 2025 to RMB1,907.0 million for the same period of 2026, primarily driven by an
increase in revenue from sales of wind power equipment. Revenue from sales of wind power
equipment increased by 71.1% from RMB1,068.8 million for the three months ended March 31,
2025 to RMB1,828.8 million for the same period of 2026, primarily due to sustained growth
in deliveries for overseas projects during the period.
Our cost of sales increased by 47.2% from RMB787.6 million for the three months ended
March 31, 2025 to RMB1,159.6 million for the same period of 2026, which was primarily in
line with our revenue growth.
Our gross profit increased by 111.6% from RMB353.1 million for the three months ended
March 31, 2025 to RMB747.3 million for the same period of 2026. Our gross profit margin
increased from 31.0% for the three months ended March 31, 2025 to 39.2% for the same period
of 2026, primarily driven by higher gross profit margin for overseas projects, which
contributed a higher portion of revenue and gross profit during the period.
Our profit for the period increased by 88.2% from RMB231.0 million for the three months
ended March 31, 2025 to RMB434.6 million for the same period of 2026. Our net profit margin
increased from 20.2% for the three months ended March 31, 2025 to 22.8% for the three
months ended March 31, 2026, representing a continuous growth of our margin profile.
Our total assets decreased from RMB14,490.6 million as of December 31, 2025 to
RMB13,844.7 million as of March 31, 2026, primarily due to (i) a decrease in cash and cash
equivalents of RMB1,190.7 million as a result of cash payments for the purchase and
construction of fixed assets and repayment of bank borrowings, (ii) a decrease in financial
assets at FVTOCI of RMB150.4 million attributable to a reduction in bank acceptance bills,
and (iii) a decrease in right-of-use assets of RMB94.0 million as a result of the reduction in
leased assets.
Our total liabilities decreased from RMB6,210.3 million as of December 31, 2025 to
RMB5,138.4 million as of March 31, 2026, primarily due to the repayment of bank borrowings
upon maturity.
Our net assets increased from RMB8,280.3 million as of December 31, 2025 to
RMB8,706.3 million as of March 31, 2026, primarily attributable to the profit of RMB434.6
million recorded for the three months ended March 31, 2026.
For the three months ended March 31, 2026, we had net cash generated from operating
activities of RMB437.6 million, primarily attributable to profit before taxation of RMB525.4
million, adjusted by certain non-cash and working capital items, including: (i) positive
adjustments, which primarily included a decrease in inventories of RMB311.3 million, an
increase in bills receivables at FVTOCI of RMB150.4 million and an increase in trade and
FINANCIAL INFORMATION
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other payables of RMB99.3 million; and (ii) negative adjustments, which primarily included an
increase in trade and other receivables and prepayments of RMB321.7 million, and an increase
in contract liabilities of RMB303.6 million.
Our unaudited condensed consolidated interim financial information for the three months
ended March 31, 2026 has been reviewed by our Reporting Accountant in accordance with
International Standard on Review Engagements 2410 “Review of Interim Financial
Information Performed by the Independent Auditor of the Entity” issued by the International
Auditing and Assurance Standards Board. For details, see Appendix IA to this prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, they were not aware
of any circumstance that would give rise to a disclosure requirement under Rules 13.13 to
13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS AND PROSPECTS
See “Business — Our Growth Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$5,616.7 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and assuming an Offer Price of
HK$66.40 per Share, assuming that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised.
We currently intend to apply these net proceeds for the following purposes:
 Approximately 55.0% or HK$3,089.2 million will be used to fund the enhancement
of our integrated deep-sea solutions.
According to Frost & Sullivan, global new installations of offshore wind capacity is
expected to reach 36.7 GW by 2030, with a CAGR of 28.9% from 2024 to 2030. The
development of offshore wind power is gradually shifting from shallow waters to
deep-sea locations, while floating wind power, capable of adapting to various water
depths and seabed conditions, will become the next generation focus of future
offshore wind foundation structures. The period from 2026 to 2030 is anticipated to
be a critical window for the commercialization of floating wind power. Europe, as
the world’s leading market for floating offshore wind power technology, its
cumulative new installations of floating offshore wind is expected to reach 931.3
MW between 2025 and 2030, with a CAGR of 67.2% from 2024 to 2030. Currently,
floating wind foundation remains in the pre-commercialization phase, with full
commercialization expected by 2030. The commercial deployment of floating
foundations in deep and far-sea faces several key challenges such as high costs
resulted from limited industrialization, high freight rates and low transport
efficiency due to scarcity of suitable ships, and complex coordination requirements
across multiple operational segments.
Our existing production bases, which are primarily configured for the manufacture
of fixed-bottom foundation structures, have been operating at relatively high
utilization rates, demonstrating robust and sustained demand for our products. In
2023, 2024 and 2025, our capacity utilization rates for foundation structures were
approximately 73.2%, 76.3% and 81.7%, respectively. For details, see “Business —
Manufacturing — Manufacturing Facilities.” More critically, our existing capacity
is not technically optimized for the distinct manufacturing technologies and
requirements of larger, more complex floating foundations. Therefore, to capitalize
on this paradigm shift in offshore wind technology and address the market’s clear
supply deficit, the construction of new, specialized capacity is not merely an
opportunity, but a strategic imperative for maintaining our growth trajectory and
market leadership. Leveraging our leading position and extensive project delivery
experience in global mainstream offshore wind markets, we have developed key
capabilities to address the industrialization challenges of floating foundations. We
plan to capture long-term growth opportunities in the global deep-sea offshore wind
market by enhancing our comprehensive deep-sea solutions, which will not only
strengthen our market leadership but also elevate our position in the industry value
chain.
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Therefore, we plan to invest in establishing the production line for extra-large
floating foundations, develop product structures suitable for various marine
environments, and enhance adaptability of our products in the globe and reliability
of delivery. Our Hebei Tangshan Caofeidian Deep and Far-sea Offshore Facility
currently deploys a flexible line configuration to manufacture monopiles pending
large-scale commercialization of floating foundations. The new production line will
be purpose-designed around floating-foundation processes while retaining flexible,
downward-compatible capability to produce monopiles and jackets. Our production
line for floating foundations is designed to have an annual production capacity of
approximately 100 sets. Based on our comprehensive assessment of the current
market needs, we expect to commence construction of the production line as early
as 2026 and anticipate the commencement of trial production in 2028. In parallel, we
are advancing cost-reduction and efficiency initiatives at our existing bases for
floating products, focusing on process optimization to lower unit production costs
and improve throughput. Meanwhile, focusing on the niche segment of
transportation and installation of large-scale floating foundation structures, we
intend to allocate funds to form a specialized service team, optimize fleet structure
and equipment configuration, develop in-house installation capabilities, and
establish a service network covering major global offshore markets.
Specifically, the funds will be allocated for (i) approximately HK$1,136.8 million
for foundational production capacity and facility upgrades, including optimization
of offshore production capacity, construction and upgrading of specialized
production lines for extra-large floating foundations, and improvement of port and
transshipment ancillary facilities, which are expected to be implemented in phases
from 2026 to 2028; (ii) approximately HK$1,384.0 million for core equipment
procurement and optimization, including the procurement and optimization of
automated welding equipment, automated logistics and hoisting systems, and
inspection and testing equipment, the specific plans of which will be implemented
in accordance with the progress requirements under (i) above; and (iii)
approximately HK$568.4 million for other expenditures, including talent
recruitment, software procurement and upgrades, as well as development of service
systems and supporting technologies, which primarily comprise expenditures
relating to the establishment of specialized teams for floating foundation
transportation and installation, software procurement and upgrades, and the
development of a global logistics network, and are expected to be implemented in
phases from 2026 to 2027.
 Approximately 20.0% or HK$1,123.3 million will be used for the investment and
construction of our assembly base in Europe.
According to Frost & Sullivan, the market size of offshore wind foundation
structures in Europe is expected to grow significantly from 2024 to 2030, with a
CAGR of 27.7%. In addition, from a mid- to long-term perspective, close to 80% of
the world’s offshore wind resource potential is in deep-sea areas. In recent years, the
European Union has been implementing increasingly stringent localization
requirements for manufacturing. However, we do not face European measures that
would materially adversely affect our operations. Our exports to Europe comprise (i)
offshore wind foundations, which are not currently subject to EU anti-dumping or
customs duties, and (ii) towers, which are subject to a 7.2% EU anti-dumping duty
(not applicable in the UK). Given severe local capacity constraints for foundations,
we maintain a strong competitive position and do not plan to scale the tower
business materially; accordingly, the relevant duties are not expected to affect our
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core competitiveness. On policy, European policy does not target offshore wind with
restrictive localization requirements. The UK has removed import tariffs on wind
power equipment. Localization thresholds linked to development rights are
generally satisfied through turbine, installation and O&M commitments, and our
steel structures are not a principal focus. On the other hand, European manufacturers
face multiple constraints, including limited land and port resources, shortages of
skilled labor, and elevated costs, resulting in persistent capacity shortages.
In response, we plan to invest and establish a European assembly base focused on
mainstream offshore wind foundation products, including monopiles, jackets, and
floating foundations. This base will primarily serve customers in Europe while also
extending coverage to markets outside China and Europe, thereby building our local
supply capabilities in the European market. We currently conduct post-delivery
assembly on a project-specific, temporary basis, utilizing leased quays and ad hoc
laydown areas to meet particular project needs. For details, see “Business — Our
Products and Solutions — Wind Power Equipment.” By contrast, our planned
European assembly base is a core component of our integrated deep-water offshore
solution strategy and is intended to operate as a long-term, comprehensive
marshalling platform. Its planned functions include, among others, (i) assembly of
monopiles and installation of ancillary components, (ii) segment joining and final
assembly of floating foundations, and (iii) serving as a critical European hub within
our end-to-end deep-water solution covering fabrication, transportation and
installation. This initiative will allow us to better address local supply gaps and
strengthen our ability to secure and fulfill European orders. We are currently
actively conducting site selection and evaluation for the European base. The process
involves a comprehensive assessment of factors such as local port conditions, policy
environment, investment costs, industrial chain support, and regional influence to
ensure optimal operational efficiency. Our site selection process is guided by a
comprehensive set of criteria, including but not limited to, (i) the capacity of the port
to handle and store ultra-large offshore engineering equipment and accommodate
specialized vessels; (ii) close proximity to major offshore wind project clusters in
Europe; (iii) availability of core supporting industries in the surrounding area such
as steel processing and coating facilities, with strong logistics synergies; and (iv) a
sufficient reserve of offshore engineering technicians and engineering management
talent. The potential locations under consideration include countries or areas that are
the main offshore wind markets in Europe, such as Germany, Denmark and France.
We expect to finalize the site selection and complete the necessary preparatory
work, including securing permits, by 2026. Construction is scheduled to commence
in 2026, with the commencement of trial production planned for early 2028. The
final assembly base is planned to have an annual assembly capacity of
approximately 80 sets of floating foundations, primarily targeting customer groups
in the European Union and the United Kingdom.
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The following table sets forth a summary of comparison of our proposed production
line for extra-large floating foundations and assembly base in Europe.
Production Line for Extra-large
Floating Foundations European Assembly Base
Location /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Caofeidian, Tangshan, China Europe; specific site(s) still
under evaluation
Core Functions /H1118/H1118/H1118Full-cycle manufacturing of steel
structures including monopiles,
jackets floating foundations
(covering the entire process
from steel plate cutting,
rolling, welding to painting)
Post-delivery assembly and
integration (including final
assembly of floating
foundation segments and
installation of secondary
structural attachments on
monopiles), doubling as a
marshalling port
Scale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Large-scale manufacturing base
with a flexible production line
design capable of
accommodating multiple
product types
Assembly and logistics
marshalling platform, centered
on quayside berths and
associated backland
Strategic Role /H1118/H1118/H1118/H1118The core hub of our global
manufacturing capabilities,
underpinning the
manufacturing component of
the Group’s deep-sea strategy
A critical node for our integrated
deep-sea solutions in Europe,
covering transportation and
installation, thereby reducing
delivery distances and response
times for European projects
To ensure successful localized operations, we anticipate recruiting no less than 280
local employees between 2026 and 2028. This workforce will comprise management
and administrative staff, production and R&D personnel, as well as engineering and
technical staff. We intend to offer competitive compensation packages to our local
employees in line with prevailing local wage standards. Our past business operations
in Europe have, in all material respects, complied with applicable local laws,
regulations, and regulatory requirements. In relation to this planned project, based
on our preliminary due diligence, we have not identified any insurmountable legal
impediments to obtaining the requisite business permits and licenses or to
commencing operations. We will apply for the relevant licenses and/or approvals in
accordance with its construction progress.
Specifically, the funds will be allocated for (i) land leasing of HK$211.2 million; (ii)
factory and production line construction of HK$526.8 million; (iii) procurement of
production equipment of HK$337.0 million; and (iv) initial operation expenses of
HK$48.3 million.
 Approximately 10.0% or HK$561.7 million will be used for our wholly owned
global center for R&D.
Global offshore wind development is progressively moving from shallow waters to
deep-sea regions, and larger-scale and intelligent solutions have become key
industry drivers, while comprehensive cost management throughout the supply
chain has become increasingly critical. We plan to develop a globally coordinated
R&D system linking China and Europe, develop our global R&D team, and engage
in extensive international technology collaboration. Our research and development
activities progress in tandem with our business expansion and are sequenced by
business line. Our collaboration with research institutes dates back many years.
FUTURE PLANS AND USE OF PROCEEDS
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Since 2021, we have conducted joint R&D with several universities on
manufacturing processes such as monopile welding. Leveraging these R&D
outcomes, we plan to upgrade and systematize these previously decentralized,
point-to-point collaborations into a global R&D center.
We are dedicated to developing deep-sea foundation structures with both technical
and cost advantages, establishing integrated service solutions that include more
efficient process technologies, production equipment, transport vessels, and
logistics planning, enhancing both the cost-effectiveness and reliability of product
delivery. Specifically, our R&D will focus on: (i) the design and development of
self-floating foundations; (ii) the R&D of efficient and low-cost manufacturing
technologies for deep and far sea foundation structures; (iii) the R&D of intelligent
production and process technologies; and (iv) the R&D of specialized transportation
vessels and transportation solutions. Given the characteristics of our industry, R&D
investment will be directed primarily to plant-level trials and process validation to
achieve optimal manufacturing quality and efficiency. Outcomes from our R&D
collaborations are expected to be embodied mainly in practice-oriented experience
and non-proprietary know-how rather than invention or utility-model patents. These
results are applied directly to our production operations and contribute to our
process-level competitive barriers.
We aim to complete the fundamental research, prototype development, and testing
and validation for these products by 2027, and we plan to begin securing commercial
project orders and achieving mass product delivery for these new products starting
from 2028. To support these initiatives, our global R&D center is expected to recruit
no less than 150 R&D professionals between 2026 and 2028, primarily in fields such
as deep and far-sea structural engineering, vessel design and transportation
solutions, and intelligent processing technologies. We plan to offer competitive
compensation packages in line with prevailing local salary levels for R&D
professionals in Europe and China.
Our research and development expenses are RMB255.6 million, RMB182.0 million
and RMB288.2 million in 2023, 2024 and 2025, respectively, representing a
relatively stable percentage of our revenue. This reflects our consistent commitment
to technical innovation. With the continued expansion of our overseas operations
and steadily increasing demand for customization, we plan to further increase our
investment in deep-sea and floating-foundation products and strengthen our
strategic deployment in these areas going forward. Specifically, the funds will be
allocated for (i) recruitment of R&D talents of HK$280.8 million; (ii) procurement
of equipment and software of HK$174.7 million; (iii) R&D testing and inspection
of HK$74.7 million; and (iv) other expenditures including technical collaboration
and consulting services of HK$31.5 million. Our total spending in this connection
will depend on, among other things, our research and development schedule, in the
event that the actual amount of net proceeds available for these plans is insufficient
to cover our total spending, the shortfall will be met by our internal funds and/or
funds to be obtained from other financing activities, as appropriate.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 5.0% or HK$280.8 million will be used for expansion into new
overseas markets.
According to Frost & Sullivan, the new installations of offshore wind capacity in
Europe between 2025 and 2030 is expected to be 47.3 GW. Meanwhile, emerging
markets such as Japan, South Korea, Australia, and Southeast Asia have also
successively announced offshore wind installation plans. Building on our proven
track record in the European offshore wind market, we will continue to strengthen
our presence in Europe while expanding into these emerging markets, and primarily
invest in establishing local subsidiaries, building sales networks, recruiting
professional talents, participating in industry exhibitions, conducting policy and
market research, and obtaining necessary certifications. We believe that these
initiatives will enable us to increase our market share in global market and capture
growth opportunities. Base on our analysis of offshore wind installation plans across
major global regions, local content requirement and competitive landscape, we
intend to expand into new markets in accordance with the following priorities and
plans: (i) Europe will be our primary target market, where we will continue to secure
orders from local customers and maintain our lead in market share, considering the
following factors: (a) Europe is the birthplace and most mature offshore wind
market, with projects concentrated in the North Sea and Baltic Sea and supported by
clear roadmaps and a substantial pipeline. According to Frost & Sullivan, fewer than
ten mainstream global developers dominate, with core portfolios centered in Europe,
(b) Europe faces a significant capacity shortfall in foundation manufacturing, driven
by limited quay frontage, back-of-port land and related infrastructure for ultra-large
steel structures, and a shortage of experienced welding and fabrication labor, (c)
Europe’s drive for energy independence — intensified by the Russia-Ukraine
conflict and Middle East tensions — is accelerating offshore wind deployment,
expanding our addressable market, and (d) we have established extensive
cooperation with leading offshore wind developers and received high recognition
from industry participants, positioning us to further broaden our customer base; and
(ii) we plan to commence preliminary market research efforts in other potential
markets such as Japan, South Korea and Australia, and expect to begin obtaining
customers and orders starting in 2026. According to Frost & Sullivan, there are
fewer than ten mainstream offshore wind developers globally, and these developers
are active not only in Europe but also in other major markets. For example, several
large projects in Japan have awarded development rights to leading European
developers. We have built deep relationships and a strong delivery track record with
these counterparties, which gives us a natural customer-relationship advantage as we
follow them into emerging offshore wind markets such as Japan, South Korea and
Australia.
Specifically, the funds will be allocated for (i) establishment of subsidiaries of
HK$67.4 million, (ii) sales team expansion of HK$112.3 million; (iii) marketing
activities of HK$73.0 million; and (iv) regulatory compliance, qualification and
certification work of HK$28.1 million.
 Approximately 10.0% or HK$561.7 million will be used for general working capital
and corporate purposes.
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To carry out our business plans described above, we intend to use the net proceeds from
the Global Offering, our cash resources on hand and future operating cash flow. The following
table sets forth a breakdown of the net proceeds from the Global Offering and the timeframe
for implementing our major business plans.
Percentage
of total net
proceeds
Net proceeds to be used in
2026 2027 2028 Total
(HK$ in million)
Enhancement of our
integrated deep-
sea solutions /H1118/H1118/H1118/H1118/H111855.0% 1,391.4 1,413.6 284.2 3,089.2
Investment and
construction of
our assembly base
in Europe /H1118/H1118/H1118/H1118/H1118/H1118/H111820.0% 21.1 716.7 385.5 1,123.3
Global center for
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0% 232.8 280.2 48.7 561.7
Expansion into new
overseas markets /H1118 5.0% 97.7 133.1 50.0 280.8
General working
capital and
corporate
purposes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0% 561.7 – – 561.7
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full,
the net proceeds that we will receive will be approximately HK$7,441.5 million, assuming an
Offer Price of HK$66.40 per Share. In the event that the Offer Size Adjustment Option and the
Over-allotment Option are exercised in full, we intend to apply the additional net proceeds to
the above purposes in the proportions stated above.
To the extent that the net proceeds from the Global Offering are not immediately used for
the purposes described above and to the extent permitted by the relevant laws and regulations,
they will be placed in short-term interest-bearing accounts at licensed commercial banks and/or
other authorized financial institutions (as defined under the Securities and Futures Ordinance
or applicable laws and regulations in other jurisdictions).
We will issue an appropriate announcement if there is any material change to the above
proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
Huatai Financial Holdings (Hong Kong) Limited
China Merchants Securities (HK) Co., Limited
China International Capital Corporation Hong Kong Securities Limited
Ping An Securities (Hong Kong) Company Limited
CCB International Capital Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis on the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement. The International Offering is expected to be fully underwritten by the
International Underwriters subject to the terms and conditions of the International
Underwriting Agreement. If, for any reason, the Offer Price is not agreed between the Joint
Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and our
Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 8,696,600
Hong Kong Offer Shares and the International Offering of initially 78,269,200 International
Offer Shares, subject to, in each case, reallocation on the basis as described in the section
headed “Structure of the Global Offering” in this prospectus 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
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering initially 8,696,600
Hong Kong Offer Shares (subject to reallocation) for subscription by way of a Hong Kong
Public Offering at the Offer Price on and subject to the terms and conditions of this prospectus.
Subject to (i) the Listing Committee of the Stock Exchange granting listing of, and
permission to deal in, the H Shares (including additional H Shares which may be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option)
as mentioned herein, and such listing and permission not having been subsequently revoked
prior to the commencement of trading of our H Shares on the Main Board of the Stock
Exchange and (ii) certain other conditions set out in the Hong Kong Underwriting Agreement,
the Hong Kong Underwriters have agreed severally, but not jointly, to subscribe or procure
subscribers for their respective applicable proportions of the Hong Kong Offer Shares now
being offered which are not taken up under the Hong Kong Public Offering on the terms and
conditions of this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional upon and subject to, amongst
other things, the International Underwriting Agreement having been signed and becoming
unconditional and not having been terminated in accordance with its terms.
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Grounds for termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for
the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to
termination, if at any time prior to 8:00 a.m. on the Listing Date:
(a) there develops, occurs, exists or comes into effect:
(a) any event or series of events resulting in or representing a change or
development involving a prospective change, in local, national, regional or
international financial, political, military, industrial, legal, regulatory,
currency, credit, economic, fiscal, exchange control or market conditions or
sentiments (including, without limitation, conditions and sentiments in stock
and bond markets, money and foreign exchange markets, investment and credit
markets and inter-bank markets) in or affecting Hong Kong, Singapore, the
PRC, the United States, the United Kingdom and the European Union (or any
member thereof), or any other jurisdiction relevant to any member of the
Group (collectively the “ Relevant Jurisdictions ”); or
(b) any new law or regulation or any change or development or announcement or
publication involving a prospective change or any event or circumstance likely
to result in a change or a development or announcement or publication
involving a prospective change in any existing law or regulation, or any change
or development involving a prospective change in the interpretation or
application thereof by any court or other competent governmental authority in
or affecting any of the Relevant Jurisdictions; or
(c) any event or series of events in the nature of force majeure (including, without
limitation, any acts of government, declaration of a local, regional, national or
international emergency or war, calamity, crisis, epidemic, pandemic, large
scale outbreaks of diseases or its escalation, mutation or aggravation of
diseases, comprehensive sanctions, strikes, labor disputes, lock-outs, other
industrial actions, fire, explosion, flooding, earthquake, tsunami, volcanic
eruption, civil commotion, riots, rebellion, public disorder, acts of war, acts of
God, acts of terrorism (whether or not responsibility has been claimed),
paralysis in government operations, interruptions or delay in transportation) in
or affecting any of the Relevant Jurisdictions; or
(d) any local, national, regional or international outbreak or escalation of
hostilities (whether or not war is or has been declared), or other state of
emergency or calamity or crisis in or affecting any of the Relevant
Jurisdictions; or
(e) the imposition or declaration of (A) any moratorium, suspension, restriction
(including, without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) or limitation on trading in
shares or securities generally on the Stock Exchange, the New York Stock
Exchange, the NASDAQ Global Market, the Tokyo Stock Exchange, the
Shanghai Stock Exchange, the Shenzhen Stock Exchange, or the London Stock
Exchange, the Singapore Stock Exchange or the stock exchange in any other
member of the European Union or (B) any moratorium on, or disruption in,
banking activities (commercial or otherwise) or foreign exchange trading or
securities settlement or clearing services in or affecting any of the Relevant
Jurisdictions; or
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(f) any change or development involving a change or prospective change or
amendment in or affecting taxation or equity securities or exchange controls
(or the implementation of any exchange control) or currency exchange rates or
foreign investment regulations in or affecting any of the Relevant Jurisdictions
(including without limitation any fluctuation in the Hong Kong dollars, United
States dollar or Renminbi against any foreign 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
(g) the commencement by any governmental authority or other regulatory or
political body or law enforcement agency or organization of any action or
investigation against a Director or members of senior management or any
member of the Group or an announcement by any governmental authority or
regulatory or political body or law enforcement agency or organization that it
intends to take any such action; or
(h) any imposition of comprehensive sanction under any sanctions laws or
regulations in, or withdrawal of trading privileges which existed on the date of
the Hong Kong Underwriting Agreement, in whatever form, directly or
indirectly, by, or for, the U.S. or the European Union (or any member thereof)
on any of the Relevant Jurisdictions; or
(i) any change in the system under which the value of the Hong Kong dollar is
linked to that of the U.S. dollar or the value of the RMB is determined by
reference to a basket of world currencies or a material devaluation of Hong
Kong dollars, or the Renminbi against any foreign currency; or
(j) any change or any development involving a prospective material adverse
change in, or a materialization of any of, any of the risks set out in the section
headed “Risk Factors” in this prospectus; or
(k) a demand by any creditor for repayment or payment of any 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
(l) any non-compliance of this prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC filings or any aspect of the Global
Offering with the Listing Rules or any other applicable laws; or
(m) 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 this prospectus; or
(n) any order or petition is presented for the winding-up or liquidation of any
member of the Group or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
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(o) any contravention by any member of the Group or any Director of the Listing
Rules or applicable laws or regulations; or
(p) that any of the Directors of the Company as set out in the section headed
“Directors and Senior Management” in this prospectus being charged with an
indictable offence or prohibited by operation of law or otherwise disqualified
from taking part in the management of a company; or the chairman or chief
executive officer of the Company vacating his office; or
(q) other than with the prior written consent of the Joint Sponsor-Overall
Coordinators, the withdrawal of this prospectus, or the issue or requirement to
issue by the Company of a supplemental prospectus or amendment to this
prospectus, the preliminary offering circular, the final offering circular 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,
and which, in any such case (whether individually or in the aggregate) and in the
sole and absolute opinion of the Joint Sponsor-Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters): (A) has or will or may have a
material adverse effect on the assets, liabilities, business, general affairs,
management, shareholder’s equity, profit, losses, earnings, results of operations or
financial or trading position or condition, prospects or otherwise of the Group as a
whole or any present or prospective shareholder of the Company in its capacity as
such; or (B) has or will or may have a material adverse effect on the success or
marketability of the Global Offering or the level of Offer Shares being applied for
or accepted or the distribution of the Offer Share under the Hong Kong Public
Offering or the level of interest under the International Offering or (C) makes or will
or may make it impracticable, inadvisable, inexpedient, incapable (i) to proceed with
any part of the Hong Kong Underwriting Agreement, the Hong Kong Public
Offering and/or the Global Offering or (ii) for the delivery of Shares on the terms
and in the manner contemplated by this prospectus or (iii) for any part of the Hong
Kong Underwriting Agreement or the Global Offering to be performed or
implemented as envisaged; or (D) has or will or may have the effect of making any
part of the Hong Kong Underwriting Agreement (including underwriting) incapable
of performance in accordance with its terms or preventing the processing of
applications and/or payments pursuant to the Global Offering or pursuant to the
underwriting thereof; or
(b) there has come to the notice of the Overall Coordinators after the date of the Hong
Kong Underwriting Agreement or it has reasonable cause to believe:
(i) that any statement contained in offering documents, the operative documents,
the preliminary offering circular, and/or any notices, announcements,
advertisements, communications with the Stock Exchange, the SFC or CSRC
or other documents (including any announcement, circular, document or other
communication pursuant to the Hong Kong Underwriting Agreement) issued or
used by or on behalf of the Company in connection with the Global Offering
(including any supplement or amendment thereto (the “ Offer-Related
Documents ”) was or has become untrue or incorrect or incomplete in any
material respect or misleading in any respect, or that any estimate, forecast,
expression of opinion, intention or expectation contained in any of such
documents is not fair and honest and based on reasonable assumptions with
reference to the facts and circumstances then subsisting; or
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(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission from, or misstatement in, any of the Offer-Related Documents; or
(iii) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company or the Controlling Shareholders in the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(iv) any matter, event, act or omission which gives or is likely to give rise to any
liability on the part of the Company out of or in connection with any material
breach, inaccuracy and/or incorrectness of the representations, warranties, and
undertakings, or that any of the representations or warranties is misleading
and/or the indemnities given by the Company, or any of them under the Hong
Kong Underwriting Agreement and/or the International Underwriting
Agreement (or would if repeated at that time); or
(v) any breach of any of the obligations or undertakings of the Company under the
Hong Kong Underwriting Agreement, the International Underwriting
Agreement or any other Offer-Related Documents as determined by the Joint
Sponsor-Overall Coordinators in their sole and absolute opinion; or
(vi) a prohibition on the Company for whatever reason from allotting or issuing the
Offer Shares (including the H Shares to be allotted and issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option)
pursuant to the terms of the Global Offering; or
(vii) approval by the Listing Committee for the listing of, and permission to deal in,
the H Shares to be issued or sold and the additional H Shares which may be
issued upon the exercise of the Offer Size Adjustment Option and the
Over-allotment Option) under the Global Offering is refused or not granted,
other than subject to customary conditions, on or before the date of approval
of the Listing, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(viii) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Joint Sponsor-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
(ix) any person, has withdrawn or is subject to withdrawing its consent to the issue
of this prospectus with the inclusion of its reports, letters, summaries of
valuations 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
(x) a significant portion of the orders in the bookbuilding process at the time the
International Underwriting Agreement is entered into, or the investment
commitments by any corporate or cornerstone investors after signing of
agreements with such corporate or cornerstone investors, have been
withdrawn, terminated or canceled or if any corporate or cornerstone investors
is unlikely to fulfill its obligation under the respective agreement; or
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(xi) there is any change or any development or likely to be any prospective change
or development that has or will or may have a material adverse effect.
Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
We have undertaken to the Stock Exchange that within six months from the Listing Date,
except in certain circumstances prescribed by Rule 10.08 of the Listing Rules or pursuant to
the Global Offering and the Over-allotment Option, we will not, without the prior consent of
the Stock Exchange and unless in compliance with the requirements of the Listing Rules, allot,
issue, sell or transfer out of treasury, or agree to allot, issue, sell or transfer out of treasury, any
Shares or other securities convertible into equity securities of us (including warrants or other
convertible securities, and whether or not such allotment, issuance, sale or transfer out of
treasury will be completed within six months from the Listing Date), whether or not of a class
already listed.
Undertakings by our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, our Controlling Shareholders have
undertaken to the Stock Exchange and us that, except pursuant to the Global Offering
(including the exercise of the Offer Size Adjustment Option and the Over-allotment Option),
they will not (and will procure that any other registered holder (if any) of the Shares in which
any of them has a beneficial interest will not) without the prior written consent of the Stock
Exchange or unless otherwise in compliance with the Listing Rules (i) in the period
commencing on the date of this prospectus and ending on the date which is six months from
the Listing Date, dispose of, or enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of, any of the Shares in respect of which
any of them is shown by this prospectus to be the beneficial owner (the “ Relevant Shares ”);
and (ii) in the period of six months commencing on the date on which the period referred to
in paragraph (i) above expires, dispose of, or enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, the Relevant
Shares if, immediately following such disposal or upon the exercise or enforcement of such
options, rights, interests or encumbrances, they would cease to be our Controlling Shareholders
for the purpose of the Listing Rules.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, our Controlling Shareholders
have further undertaken to each of the Stock Exchange and us that, within the period
commencing on the date of this prospectus and ending on the date which is 12 months from
the Listing Date, they will (i) when they pledge or charge any Shares or other securities of ours
beneficially owned by them in favour of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) relying on Note 2 to Rule 10.07(2) of the
Listing Rules, immediately inform us of such pledge or charge together with the number of
securities so pledged or charged; and (ii) when they receive indications, either verbal or
written, from the pledgee or chargee that any of the pledged or charged Shares or such other
securities of ours will be disposed of, immediately inform us of such indications.
Our Company will inform the Stock Exchange as soon as we have been informed of the
matters referred to in paragraph (i) and (ii) above (if any) by our Controlling Shareholders and
subject to the then applicable requirements of the Listing Rules disclose such matters by way
of an announcement.
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Undertakings to the Hong Kong Underwriters pursuant to the Hong Kong Underwriting
Agreement
Undertakings by our Company
Pursuant to the Hong Kong Underwriting Agreement, we have undertaken to each of the
Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong
Underwriters that except for the issue, offer or sale of the Offer Shares pursuant to the Global
Offering (including pursuant to the exercise of the Offer Size Adjustment Option and the
Over-Allotment Option), not to, and to procure each other member of our Group not to, without
the prior written consent of the Joint Sponsor-Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters) and unless in compliance with the Listing Rules, 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 six months after the Listing Date (the “ First
Six-Month Period ”):
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or
sell any option, warrant, contract or right to subscribe for or purchase, grant or
purchase any option, warrant, contract or right to allot, issue or sell, or otherwise
transfer or dispose of or create an Encumbrance (as defined in the Hong Kong
Underwriting Agreement) over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in any Shares or other 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 Shares or other
securities of the Company, as applicable, or any interest in any of the foregoing) or
deposit any Shares or any other securities of the Company, as applicable, with a
depositary in connection with the issue of depositary receipts, except where such
transaction is made solely among members of the Group; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of subscription or ownership (legal or
beneficial) of any Shares or other securities of the Company or any shares or other
securities of such other member of our Group, as applicable, or any interest in any
of the foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for, or that represent the right to receive, or any
warrants or other rights to purchase, any Shares or other securities of the Company
or any shares or other securities of such other member of our Group, as applicable,
or any interest in any of the foregoing); or
(c) enter into any transaction with the same economic effect as any transaction
described in (a) or (b) above; or
(d) offer or agree or contract to effect any transaction set out in (a), (b) or (c) above or
publicly announce any intention to do so,
in each case, whether any of the transactions above is to be settled by delivery of Shares or
other securities of such other member of the Group, as applicable, or in cash or otherwise
(whether or not the issue of such Shares or securities will be completed within the First
Six-Month Period).
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We have further agreed that, in the event that during the six-month period commencing
on the date on which the First Six-Month Period expires (the “ Second Six-Month Period ”),
we shall not enter into any of the transactions specified in (a), (b), (c) and/or (d) above such
that the Controlling Shareholders, directly or indirectly, would cease to be a controlling
shareholder (within the meaning defined in the Listing Rules) of the Company without first
having obtained the prior written consent of the Joint Sponsor-OCs and unless in compliance
with the requirements of the Listing Rules. In the event that during the Second Six-Month
Period, we enter into any of the transactions specified in (a), (b), (c) or (d) above, we shall take
all reasonable steps to ensure such transaction will not create a disorderly or false market in
the Shares or other securities of us .
We further agreed and undertook that we will not effect any purchase of Shares, or agree
to do so, which may reduce the holdings of Shares held by the public (as defined in Rule 8.24
of the Listing Rules) below the minimum public float requirements specified in Rule 19A.13C
of the Listing Rules on or before the date falling six months after the Listing Date without first
having obtained the prior written consent of the Joint Sponsor-Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters).
Indemnity
We have agreed to indemnify, hold harmless and keep each of the Joint Sponsors, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries and the Hong Kong Underwriters for certain
losses which they may suffer, including losses incurred arising from their performance of their
obligations under the Hong Kong Underwriting Agreement and any breach by our Company of
the Hong Kong Underwriting Agreement.
The International Offering
In connection with the International Offering, it is expected that we will enter into the
International Underwriting Agreement with the International Underwriters, among others.
Under the International Underwriting Agreement, the International Underwriters will, subject
to certain conditions set out therein, severally and not jointly, agree to procure subscribers or
purchasers for the International Offer Shares, failing which they agree to subscribe for or
purchase their respective proportions of the International Offer Shares which are not taken up
under the International Offering.
The Offer Size Adjustment Option is exercisable by the Joint Sponsor-Overall
Coordinators on or before the second Business Day prior to the Listing Date and will lapse
immediately thereafter, pursuant to which the Company may allot and issue up to an aggregate
of 13,044,800 additional Offer Shares, representing approximately 15.0% of the Offer Shares
initially being offered under the Global Offering at the Offer Price to cover any excess demand
in the International Offering. The Offer Size Adjustment Option provides flexibility to increase
the number of Offer Shares available for purchase under the International Offering to cover
additional market demand in the International Offering. See “Structure of the Global Offering
— Offer Size Adjustment Option” for further details.
We are expected to grant to the International Underwriters the Over-allotment Option,
exercisable by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the
International Underwriters) at any time from the date of the International Underwriting
Agreement until Wednesday, July 1, 2026, being the 30th day from the last day for the lodging
of applications under the Hong Kong Public Offering, to require our Company to issue and
allot up to an aggregate of 13,044,800 additional Offer Shares, representing 15.0% of the initial
Offer Shares (assuming the Offer Size Adjustment Option is not exercised at all), or up to
UNDERWRITING
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aggregate of 15,001,500 additional Offer Shares, representing 15.0% of the Offer Shares
(assuming the Offer Size Adjustment Option is exercised in full), at the Offer Price under the
International Offering to cover, among other things, over allocations (if any) in the
International Offering.
It is expected the International Underwriting Agreement may be terminated on similar
grounds as the Hong Kong Underwriting Agreement. Potential investors shall be reminded that
in the event that the International Underwriting Agreement is not entered into, the Global
Offering will not proceed.
Underwriting Commission and Expenses
The Underwriters will receive an underwriting commission of 1.2% of the aggregate
Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the
“Underwriting Commission ”), out of which they will pay any sub-underwriting commission
and other fees. For unsubscribed Hong Kong Offer Shares reallocated to the International
Offering, our Company will pay an underwriting commission to the relevant International
Underwriters (but not the Hong Kong Underwriters). As of the date of this prospectus, the
allocation of a portion of the Underwriting Commission have been fixed (“ Fixed Fees ”) and
the allocation of the unfixed portion of the Underwriting Commission remains subject to the
Company’s discretion. Accordingly, the unallocated portion of the Underwriting Commission
will be regarded as discretionary fees for the purpose of the Listing Rules. We may also in its
sole discretion pay the Underwriters an additional incentive fee of up to 0.8% of the aggregate
Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) (such incentive
fee, together with the unallocated portion of the Fixed Fees, collectively, the “ Discretionary
Fees”). Assuming that all of the Discretionary Fees will be paid in full to the Underwriters, the
aggregate amount of fees payable by us to all syndicate members will be 2.0% of the gross
proceeds from the Global Offering. The ratio of the Fixed Fees and the Discretionary Fees (if
paid in) payable to all Underwriters is expected to be approximately 41.4:58.6 (assuming (i)
the Offer Price of HK$66.40, being the maximum Offer Price; (ii) the Offer Size Adjustment
Option and Over-allotment Option will not be exercised; and (iii) the Discretionary Fees will
be paid in full).
Based on the maximum Offer Price of HK$66.40 per Offer Share, the aggregate
commissions and fees (assuming the full payment of Discretionary Fees and no exercise of the
Offer Size Adjustment Option and the Over-allotment Option), together with listing fees, SFC
transaction levy, AFRC transaction levy, Stock Exchange trading fee, legal and other
professional fees and printing and other expenses, payable by our Company relating to the
Global Offering are estimated to be approximately HK$157.8 million in total.
HONG KONG UNDERWRITERS’ INTERESTS IN THE COMPANY
Save for its obligations under the Hong Kong Underwriting Agreement or otherwise
disclosed in this prospectus, none of the Hong Kong Underwriters has any shareholding
interests in our Company or the right or option (whether legally enforceable or not) to
subscribe for or nominate persons to subscribe for securities in our Company.
Following the completion of the Global Offering, the Underwriters and their affiliated
companies may hold a certain portion of the H Shares as a result of fulfilling their obligations
under the Underwriting Agreements.
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JOINT SPONSORS’ INDEPENDENCE
Each of the Joint Sponsors satisfies 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
stabilising process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments our Company
and/or persons and entities with relationships with our Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with our
Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates
could include acting as agent for buyers and sellers of the H Shares, entering into transactions
with those buyers and sellers in a principal capacity, 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 or 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. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities
involving, directly or indirectly, the buying and selling of the H Shares, which may have a
negative impact on the trading price 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 relevant 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 stabilising period
described in “Structure of the Global Offering” in this prospectus. 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.
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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 Stabilising Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares) whether in the open market or otherwise,
with a view to stabilising 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 expect to provide in the
future, investment banking and other services to our Company and its affiliates for which such
Syndicate Members or their respective affiliates will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering.
The Global Offering comprises:
(a) the Hong Kong Public Offering of initially 8,696,600 H Shares (subject to
reallocation as mentioned below) in Hong Kong as described in the paragraph
headed “— The Hong Kong Public Offering” below; and
(b) the International Offering of initially 78,269,200 H Shares (subject to reallocation,
the Offer Size Adjustment Option and the Over-allotment Option as mentioned
below) to be offered only outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in reliance on
Regulation S, as described in the paragraph headed “— The International Offering”
below.
Investors may apply for Offer Shares under the Hong Kong Public Offering or apply for
or indicate an interest for Offer Shares under the International Offering, but may not do both.
The Offer Shares will represent approximately 12.0% of the enlarged registered share
capital of our Company immediately after completion of the Global Offering without taking
into account the exercise of the Offer Size Adjustment Option and the Over-allotment Option,
if any. If the Over-allotment Option is exercised in full, the additional International Offer
Shares will represent approximately 1.8% of the enlarged registered share capital of our
Company (assuming the Offer Size Adjustment Option is not exercised at all) or approximately
2.0% of the enlarged registered share capital of our Company (assuming the Offer Size
Adjustment Option is exercised in full) immediately after completion of the Global Offering
and the exercise of the Over-allotment Option as set out in the paragraph headed “—
Over-allotment Option.”
References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is initially offering 8,696,600 H Shares for subscription by the public in
Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer
Shares initially available under the Global Offering. The number of Offer Shares initially
offered under the Hong Kong Public Offering, subject to any reallocation of Offer Shares
between the International Offering and the Hong Kong Public Offering, and assuming that the
Offer Size Adjustment Option and the Over-allotment Option are not exercised, will represent
approximately 1.2% of the total Shares in issue immediately following the completion of the
Global Offering.
Allocation
The allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
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applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally into two pools: pool A and pool B (with any odd board lots being
allocated to pool A). 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, AFRC
transaction levy and the Stock Exchange trading fee payable) or less. The Hong Kong Offer
Shares in pool B will be allocated on an equitable basis to 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, AFRC transaction levy and the Stock
Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor (without regard to the Offer Price as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 4,348,300 Hong Kong Offer
Shares (being 50% of the Offer Shares initially available under the Hong Kong Public Offering
assuming the Offer Size Adjustment Option is not exercised) is liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Joint Sponsor-Overall Coordinators. Subject to the allocation cap described
in the subsequent paragraph, the Joint Sponsor-Overall Coordinators may in their discretion
reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to
satisfy valid applications under the Hong Kong Public Offering in accordance with the
guidance in Chapter 4.14 of the Listing Guide. In addition, if the Hong Kong Public Offering
is not fully subscribed, the Joint Sponsor-Overall Coordinators will have the discretion (but
shall not be under any obligation) to reallocate to the International Offering all or any
unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.
If: (i) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares
are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the
International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times, up to
4,348,200 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 following such reallocation will be increased to 13,044,800 Offer Shares,
representing approximately 15.0% of the number of the Offer Shares initially available under
the Global Offering (before exercise of the Offer Size Adjustment Option and the Over-
allotment Option).
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Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows the Mechanism B set out under paragraph 2 of Chapter 4.14 of
the Listing Guide and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing
Rules, no mandatory clawback or reallocation mechanism is required to increase the number
of Offer Shares under the Hong Kong Public Offering to a certain percentage of the total
number of Offer Shares offered under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering
expected to be published on Thursday, June 4, 2026.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering. Such applicant’s application under
the International Offering is liable to be rejected if such undertaking and/or confirmation is/are
breached and/or untrue (as the case may be).
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
The number of Offer Shares initially offered under the International Offering, subject to
any reallocation of Offer Shares between the International Offering and the Hong Kong Public
Offering, will consist of an initial offering of 78,269,200 H Shares, representing approximately
90% of the total number of Offer Shares initially available under the Global Offering
(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised).
Allocation
The International Offering will involve private placements of the Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for our International Offer Shares. 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 and
Allocation” 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 H Shares and/or
hold or sell its H Shares after the Listing. Such allocation is intended to result in a distribution
of the H Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of our Group and our Shareholders as a whole.
The Overall Coordinators (for themselves on behalf of the Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made
an application under the Hong Kong Public Offering to provide sufficient information to the
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Overall Coordinators so as to allow them to identify the relevant applications under the Hong
Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares
under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of the reallocation arrangement described in the paragraph
headed “— The Hong Kong Public Offering — Reallocation” above or the exercise of the Offer
Size Adjustment Option and the Over-allotment Option in whole or in part.
OFFER SIZE ADJUSTMENT OPTION
In order to provide flexibility to increase the number of Offer Shares available for
purchase under the International Offering to cover additional market demand in the
International Offering, the Company is expected to grant an Offer Size Adjustment Option to
the International Underwriters, which is exercisable by the Joint Sponsor-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, pursuant to which
the Company may allot and issue up to an aggregate of 13,044,800 additional Offer Shares
(representing approximately 15.0% of the Offer Shares initially being offered under the Global
Offering) at the Offer Price to cover any excess demand in the International Offering.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 1.8% 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 Company and
the Joint Sponsor-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.
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The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment
Option is not exercised) is set out below:
Number of H Shares issued
under the Global Offering
before the exercise of the
Offer Size Adjustment Option
(the “Original Subscribers”)
Approximate
percentage of total
issued share capital
held by the Original
Subscribers before
the exercise of the
Offer Size
Adjustment Option
Number of H Shares
issued under the
Global Offering after
the full exercise of
the Offer Size
Adjustment Option
Approximate
percentage of total
issued share capital
held by the Original
Subscribers after the
full exercise of the
Offer Size
Adjustment Option
86,965,800 12.0% 100,010,600 11.8%
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 by the second Business Day prior to the Listing
Date, it will lapse and cannot be exercised at any future date.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we are expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Joint Sponsor-Overall
Coordinators (for themselves and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the
International Underwriters) at any time from the Listing Date until 30 days after the last day
for lodging applications under the Hong Kong Public Offering, to require us to issue up to an
aggregate of 13,044,800 additional Offer Shares, representing not more than approximately
15.0% of the total number of Offer Shares under the Global Offering (assuming the Offer Size
Adjustment Option is not exercised at all), or up to an aggregate of 15,001,500 additional Offer
Shares, representing not more than approximately 15.0% of the total number of Offer Shares
under the Global Offering (assuming the Offer Size Adjustment Option is exercised in full), at
the Offer Price under the International Offering to cover over-allocations in the International
Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional Offer Shares to be issued pursuant thereto will represent
approximately 1.8% of the total Shares in issue immediately following the completion of the
Global Offering and the exercise of the Over-allotment Option. If the Offer Size Adjustment
Option and the Over-allotment Option are exercised in full, the additional Offer Shares to be
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issued pursuant to the Over-allotment Option will represent approximately 2.0% of the total
Shares in issue immediately following the completion of the Global Offering and the exercise
of the Over-allotment Option. If the Over-allotment Option is exercised, an announcement will
be made.
STABILISATION
Stabilisation is a practise used by underwriters in some markets to facilitate the
distribution of securities. To stabilise, the underwriters may bid for, or purchase, the securities
in the secondary market during a specified period of time, to retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilisation is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilization Manager (or any person acting
for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilising or supporting the market price of our H Shares at a level higher than that which
might otherwise prevail for a limited period after the Listing Date. However, there is no
obligation on the Stabilization Manager (or any person acting for it) to conduct any such
stabilising action. Such stabilising action, if taken, (a) will be conducted at the absolute
discretion of the Stabilization Manager (or any person acting for it) and in what the
Stabilization Manager reasonably regards as our best interest, (b) may be discontinued at any
time and (c) is required to be brought to an end within 30 days from the last day for lodging
applications under the Hong Kong Public Offering.
Stabilisation actions permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO include (a) over-allocating for the purpose of preventing or
minimising any reduction in the market price of our H Shares, (b) selling or agreeing to sell
our H Shares so as to establish a short position in them for the purpose of preventing or
minimising any reduction in the market price of our H Shares, (c) purchasing, or agreeing to
purchase, our H Shares pursuant to the Over-allotment Option in order to close out any position
established under paragraph (a) or (b) above, (d) purchasing, or agreeing to purchase, any of
our H Shares for the sole purpose of preventing or minimising any reduction in the market price
of our H Shares, (e) selling or agreeing to sell any H Shares in order to liquidate any position
established as a result of those purchases and (f) offering or attempting to do anything as
described in paragraph (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in our Offer Shares should note that:
(a) the Stabilization Manager (or any person acting for it) may, in connection with the
stabilising action, maintain a long position in our H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilization Manager (or any person acting for it) will maintain such a long
position;
(c) liquidation of any such long position by the Stabilization Manager (or any person
acting for it) and selling in the open market may have an adverse impact on the
market price of our H Shares;
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(d) no stabilising action can be taken to support the price of our H Shares for longer than
the stabilisation period, which will begin on the Listing Date, and is expected to
expire on the 30th day after the last day for lodging applications under the Hong
Kong Public Offering. After this date, when no further stabilising action may be
taken, demand for our H Shares, and therefore the price of the H Shares, could fall;
(e) the price of our H Shares cannot be assured to stay at or above the Offer Price by
the taking of any stabilising action; and
(f) stabilising bids or transactions effected in the course of the stabilising action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price at or below the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilisation actions, the Stabilization Manager may arrange cover of up
to an aggregate of 13,044,800 Offer Shares, representing up to approximately 15.0% of the
total number of our Offer Shares under the Global Offering (assuming the Offer Size
Adjustment Option is not exercised at all), or up to an aggregate of 15,001,500 Offer Shares,
representing up to 15.0% of the total number of our Offer Shares under the Global Offering
(assuming the Offer Size Adjustment Option is exercised in full), through delayed delivery
arrangements with investors who have been allocated Offer Shares in the International
Offering. The delayed delivery arrangements (if specifically agreed to by an investor) relate
only to the delay in the delivery of our Offer Shares to such investor and the Offer Price for
the Offer Shares allocated to such investor will be fully paid prior to Listing, accordingly there
will be no delayed settlement of payment of our Offer Shares. Both the size of such cover and
the extent to which the Over-allotment Option can be exercised will depend on whether
arrangements can be made with investors such that a sufficient number of Offer Shares can be
delivered on a delayed basis. If no investor in the International Offering agrees to the delayed
delivery arrangements, no stabilising actions will be undertaken by the Stabilization Manager
and the Over-allotment Option will not be exercised.
We will make an announcement in compliance with the Securities and Futures (Price
Stabilizing) Rules of the SFO will be made within seven days of the expiration of the
stabilisation period.
PRICING AND ALLOCATION
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be fixed on the Price Determination Date, which is expected to be on or about
Wednesday, June 3, 2026 and, in any event, no later than 12:00 noon on Wednesday, June 3,
2026 by agreement between the Joint Sponsor-Overall Coordinators (for themselves and on
behalf of the Underwriters) and our Company, and the number of Offer Shares to be allocated
under the various offerings will be determined shortly thereafter.
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price
Determination Date (which is accessible to the Shareholders and potential investors at
https://www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=002487),
STRUCTURE OF THE GLOBAL OFFERING
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and the Offer Price will not be more than HK$66.40. Applicants under the Hong Kong Public
Offering may be required to pay, on application (subject to application channels), the maximum
Offer Price of HK$66.40 per Offer Share plus brokerage of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%,
amounting to a total of HK$6,706.97 for one board lot of 100 Shares.
The historical prices of our A Shares and trading volume on Shenzhen Stock Exchange are
set out below.
Period High Low ADTV (1)
(RMB) (RMB)
Year ended December 31, 2023 /H1118/H1118/H111849.32 22.72 16.9 million
Year ended December 31, 2024 /H1118/H1118/H111826.59 16.32 13.6 million
Year ended December 31, 2025 /H1118/H1118/H111860.95 18.69 16.3 million
Year of 2026 (up to the Latest
Practicable Date) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894.18 48.77 19.4 million
Note:
(1) Average daily trading volume (“ ADTV”) represents daily average number of our A Shares traded over
the relevant period.
The Joint Sponsor-Overall Coordinators (for themselves and on behalf of the
Underwriters) may, where it deems appropriate, based on the level of interest expressed by
prospective investors during the book-building process in respect of the International Offering,
and with the consent of our Company, reduce the number of Offer Shares offered stated in this
prospectus at any time on or prior to the morning of the last day for lodging applications under
the Hong Kong Public Offering. In such a case, we will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the last day
for lodging applications under the Hong Kong Public Offering, cause to be published on our
website at www.dajin.cn and the Stock Exchange at www.hkexnews.hk , respectively, an
announcement, cancel the Global Offering and relaunch the Global Offering at the revised
number of Offer Shares and the requirements under Rule 11.13 of the Listing Rules (which
include the issue of a supplemental prospectus or a new prospectus (as appropriate)). Upon
issue of such announcement or supplemental prospectus (as appropriate), the number of Offer
Shares offered in the Global Offering will be final and conclusive. The Global Offering must
first be cancelled and subsequently relaunched on FINI pursuant to the supplemental
prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
may not be made until the last day for lodging applications under the Hong Kong Public
Offering. In the absence of any such announcement so published, the number of Offer Shares
will not be reduced.
In the event of a reduction in the number of Offer Shares, the Joint Sponsor-Overall
Coordinators (for themselves and on behalf of the Underwriters) may, at their discretion,
reallocate the number of Offer Shares to be offered in the Hong Kong Public Offering and the
International Offering. 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 Joint Sponsor-Overall Coordinators
(for themselves and on behalf of the Underwriters).
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ANNOUNCEMENT OF FINAL OFFER PRICE
The final Offer Price, the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong
Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are
expected to be announced on Thursday, June 4, 2026 on the website of our Company at
www.dajin.cn and the website of the Stock Exchange at www.hkexnews.hk .
UNDERWRITING AGREEMENTS
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to
the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and
us agreeing on the Offer Price. We expect to enter into the International Underwriting
Agreement relating to the International Offering on the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are
summarised in the section headed “Underwriting” of this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Stock Exchange granting approval for the listing of, and permission to deal in,
the H Shares to be offered pursuant to the Global Offering (including any additional
H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment
Option and the Over-allotment Option), on the Main Board of the Stock Exchange,
and such approval not subsequently having been withdrawn or revoked prior to the
Listing Date;
(b) the Offer Price having been agreed between the Joint Sponsor-Overall Coordinators
(for themselves and on behalf of the Underwriters) and us;
(c) the execution and delivery of the International Underwriting Agreement on or about
the Price Determination Date; and
(d) the obligations of the Underwriters under the Hong Kong Underwriting Agreement
and the International Underwriting Agreement becoming and remaining
unconditional and not having been terminated in accordance with the terms of the
respective agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times).
If, for any reason, the Offer Price is not agreed between the Joint Sponsor-Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company at or before
12:00 noon on Wednesday, June 3, 2026, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon the other offering becoming unconditional and not having been
terminated in accordance with its terms.
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If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published on our website at www.dajin.cn
and the Stock Exchange at www.hkexnews.hk , respectively, on the next day following such
lapse. In such a situation, all application monies will be returned (subject to application
channels), without interest, on the terms set out in the section headed “How to Apply for Hong
Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of
Application Monies.”
H Share certificates for the Offer Shares will only become valid at 8:00 a.m. on Friday,
June 5, 2026 provided that the Global Offering has become unconditional in all respects at or
before that time and the right of termination as described in the section headed “Underwriting
— Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
Termination” in this prospectus has not been exercised.
DEALINGS ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Friday, June 5, 2026, it is expected that dealings in the H Shares on the
Stock Exchange will commence at 9:00 a.m. on Friday, June 5, 2026. The H Shares will be
traded in board lots of 100 Shares each and the stock code of our Shares will be 1081.
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offer 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.dajin.cn.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older;
 have a Hong Kong address (for the HK eIPO White Form service only) ; and
 are outside the United States (within the meaning of Regulation S), and are a person
described in paragraph (h)(3) of Rule 902 of Regulation S.
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offer period will begin at 9:00 a.m. on Thursday, May 28,
2026 and end at 12:00 noon on Tuesday, June 2, 2026 (Hong Kong time).
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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/H1118/H1118/H1118
www.hkeipo.hk Investors who would like
to receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted and
issued in your own
name.
From 9:00 a.m. on
Thursday, May 28,
2026 to 11:30 a.m. on
Tuesday, June 2, 2026,
Hong Kong time.
The latest time for
completing full
payment of Application
monies will be 12:00
noon on Tuesday, June
2, 2026, Hong Kong
time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your 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.
Investors who would not
like to receive a
physical H Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated
HKSCC Participant’s
stock account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
The 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 authorised to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White
Form service more than once and obtaining different payment reference numbers without
effecting full payment in respect of a particular reference number will not constitute an actual
application.
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If you apply through the HK eIPO White Form service, you are deemed to have
authorised the HK eIPO White Form Service Provider to apply on the terms and conditions
in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form service.
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 authorised 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 Offer.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
3. Information Required to Apply
You must provide the following information with your application:
For Individual Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Identity document type, with order
of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
 Identity document number 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. You are also required to declare
that the identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a 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.
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2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
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 account holders on FINI is capped at four in accordance with market
practise.
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 registered share capital of the company (not counting any part of it
which carries no right to participate beyond a specified amount in a distribution of either profits
or capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agents, have discretion to consider
whether to accept it on any conditions we 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 : 100 H Shares
Permitted number of
Hong Kong Offer Shares
for application and amount
payable on application/
successful allotment
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The maximum Offer Price is HK$66.40 per Offer
Share.
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If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you
to pre-fund your application, in such amount as
determined by the broker or custodian, based on
the applicable laws and regulations in Hong Kong.
You are responsible for complying with any such
pre-funding requirement imposed by your broker
or custodian with respect to the Hong Kong Offer
Shares you applied for.
By instructing your broker or custodian to apply
for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO Channel, you (and, if
you are joint applicants, each of you jointly and
severally) are deemed to have instructed and
authorised HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC
Participants) to arrange payment of the final Offer
Price, brokerage, SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank
account at the Designated Bank for your broker or
custodian.
If you are applying through the HK eIPO White
Form service, you may refer to the table below for
the amount payable for the number of H Shares
you have selected. You must pay the respective
maximum amount payable on application in full
upon application for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
100 6,706.97 2,500 167,674.11 30,000 2,012,089.32 600,000 40,241,786.40
200 13,413.93 3,000 201,208.93 40,000 2,682,785.75 700,000 46,948,750.80
300 20,120.90 3,500 234,743.75 50,000 3,353,482.20 800,000 53,655,715.20
400 26,827.86 4,000 268,278.58 60,000 4,024,178.65 900,000 60,362,679.60
500 33,534.83 4,500 301,813.40 70,000 4,694,875.08 1,000,000 67,069,644.00
600 40,241.79 5,000 335,348.22 80,000 5,365,571.52 2,000,000 134,139,288.00
700 46,948.75 6,000 402,417.87 90,000 6,036,267.95 3,000,000 201,208,932.00
800 53,655.71 7,000 469,487.51 100,000 6,706,964.40 4,348,300
(1) 291,638,933.00
900 60,362.68 8,000 536,557.15 200,000 13,413,928.80
1,000 67,069.64 9,000 603,626.80 300,000 20,120,893.20
1,500 100,604.47 10,000 670,696.45 400,000 26,827,857.60
2,000 134,139.29 20,000 1,341,392.88 500,000 33,534,822.00
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
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(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “— A. Application for Hong Kong
Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
further 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 Practise Note on Treatment of Multiple/Suspected Multiple Applications (“ Best
Practise 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
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;
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(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Relevant Persons, the H Share Registrar and HKSCC will not be liable
for any information and representations not in this prospectus and any supplement
to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraph headed “— G. Personal Data —
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 You Will Not Be Allocated Hong Kong Offer Shares” in
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by us, any of our Directors, chief executives,
substantial shareholder(s) or existing Shareholder(s) or any of our subsidiaries or
any of their respective close associates; and (b) you are not accustomed or will not
be accustomed to taking instructions from us, any of our Directors, chief executives,
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substantial shareholder(s) or existing Shareholder(s) or any of our subsidiaries or
any of their respective close associates in relation to the acquisition, disposal, voting
or other disposition of the H Shares registered in your name or otherwise held by
you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(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
You can check whether you are successfully allocated any Hong Kong offer Shares
through:
Platform Date/Time
Applying through the HK eIPO White Form services or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118From the “Allotment Results” page at
www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with a
“search by ID” function.
24 hours, from 11:00 p.m.
on Thursday, June 4,
2026 to 12:00 midnight
on Wednesday, June 10,
2026 (Hong Kong time).
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Platform Date/Time
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 .
The Stock Exchange’s website at
www.hkexnews.hk and our website
at www.dajin.cn which will provide
links to the abovementioned websites
of the H Share Registrar.
No later than 11:00 p.m. on
Thursday, June 4, 2026
(Hong Kong time).
Telephone /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 Friday,
June 5, 2026 to
Wednesday, June 10, 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 Tuesday, June 2, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6: 00 p.m. on
Tuesday, June 2, 2026 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the Global Offering, the level of applications in the Hong Kong Public Offer 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.dajin.cn by no later than 11:00 p.m. on Thursday,
June 4, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
You should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
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2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. You may refer to
the paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted 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
allotment of Hong Kong Offer Shares 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 Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
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D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Friday, June 5, 2026 (Hong
Kong time), provided that the Global Offering has become unconditional and the right of
termination described in the section headed “Underwriting” has not been exercised. Investors
who trade H Shares prior to the receipt of H Share certificates or the H Share certificates
becoming valid 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
For application of
1,000,000 Hong
Kong Offer Shares
or more /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at the H
Share Registrar, Tricor Investor
Services Limited, at 17/F, Far
East Finance Centre, 16
Harcourt Road, Hong Kong
H Share certificate(s) will
be issued in the name
of HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account
Time: from 9:00 a.m. to 1:00
p.m. on Friday, June 5, 2026
(Hong Kong time)
No action by you is
required
If you are an individual, you
must not authorise any other
person to collect for you. If
you are a corporate applicant,
your authorised representative
must bear a letter of
authorisation 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
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Note:
Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
Thursday, June 4, 2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC
in a timely manner, we shall procure the H Share Registrar to arrange for delivery of the supporting documents
and H Share certificates in accordance with the contingency arrangements as agreed between them. You may
refer to “— E. Severe Weather Arrangements” in this section.
HK eIPO White Form service HKSCC EIPO channel
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your H Share certificate(s) will
be sent to the address specified
in your application instructions
by ordinary post at your own
risk
Date: Thursday, June 4, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Friday, June 5, 2026 Subject to the
arrangement between
you and your broker or
custodian
Responsible party /H1118/H1118H Share Registrar Your broker or custodian
Application monies
paid through
single bank
account /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK eIPO White Form e-Auto
Refund payment instructions to
your designated bank account
Your broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 306 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, June 2, 2026 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions
(collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, June 2, 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 Severe Weather Signals in force at any time
between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in 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.dajin.cn of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, June 4, 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 Friday, June 5,
2026.
If a Severe Weather Signal is hoisted on Thursday, June 4, 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 Severe Weather Signal is
lowered or cancelled (e.g. in the afternoon of Thursday, June 4, 2026 or on Friday, June 5,
2026).
If a Severe Weather Signal is hoisted on Friday, June 5, 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 Severe Weather Signal is
lowered or cancelled (e.g. in the afternoon of Friday, June 5, 2026 or on Monday, June 8, 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.
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--- page 307 ---
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.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by us, the H Share Registrar, the Receiving Bank and the Relevant Persons
about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification
information. By giving application instructions to HKSCC, you acknowledge that you have
read, understood and agree to all of the terms of the Personal Information Collection Statement
below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of us and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws
of Hong Kong).
2. Reasons for the Collection of Y our Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to us or our agents and the H Share Registrar is accurate and
up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares
into or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of us
or the H Share Registrar to effect transfers or otherwise render their services. It may also
prevent or delay registration or transfers of Hong Kong Offer Shares which you have
successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform us and
the H Share Registrar immediately of any inaccuracies in the personal data supplied.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 308 ---
3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and 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 our register of members;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating the balloting of Hong Kong Offer Shares;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from us and our subsidiaries;
 compiling statistical information and profiles of the holder of 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 us
and the H Share Registrar to discharge our and 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 us and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but we and the H Share Registrar
may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 our appointed agents such as financial advisers, Receiving Bank 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);
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 309 ---
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to us or the H Share
Registrar in connection with their respective business operation;
 the 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
We and the H Share Registrar will keep the personal data of the applicants and holders
of Hong Kong Offer Shares for as long as necessary to 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
we or the H Share Registrar hold their personal data, to obtain a copy of that data, and to
correct any data that is inaccurate. We and the H Share Registrar have the right to charge a
reasonable fee for the processing of such requests. All requests for access to data or correction
of data should be addressed to us and the H Share Registrar, at their registered address
disclosed in the section headed “Corporate information” in this prospectus or as notified from
time to time, for the attention of our secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 310 ---
The following is the text of a report set out on pages I-1 to I-68, received from the
Company’ s reporting accountants, BDO Limited, Certified Public Accountants, Hong Kong, for
the purpose of incorporation in this prospectus. It is prepared and addressed to the directors
of the Company and to the Joint Sponsors pursuant to the requirements of 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.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF DAJIN HEA VY INDUSTRY CO., LTD. AND HUATAI FINANCIAL
HOLDINGS (HONG KONG) LIMITED AND CHINA MERCHANTS SECURITIES (HK)
CO., LIMITED
Introduction
We report on the historical financial information of Dajin Heavy Industry Co., Ltd. (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-68, which
comprises the consolidated statements of financial position of the Group as at 31 December
2023, 2024 and 2025, the statements of financial position of the Company as at 31 December
2023, 2024 and 2025, and the consolidated statements of profit or loss and other
comprehensive income, the consolidated statements of changes in equity and the consolidated
statements of cash flows for each of the years ended 31 December 2023, 2024 and 2025 (the
“Track Record Period”) and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial
Information set out on pages I-3 to I-68 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of the Company dated 28 May 2026 (the “Prospectus”)
in connection with the initial listing of H shares of the Company on the Main Board of The
Stock Exchange of Hong Kong Limited (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 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200, “Accountants’ Reports on Historical
Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards
and plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 311 ---
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in Note 2 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 Company’s financial position as at 31 December
2023, 2024 and 2025, the Group’s financial position as at 31 December 2023, 2024 and 2025,
and of the Group’s financial performance and cash flows for the Track Record Period in
accordance with the basis of preparation set out in Note 2 to the Historical Financial
Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to Note 18 to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Track Record Period.
BDO Limited
Certified Public Accountants
Choi Kit Ying
Practising Certificate no. P07387
Hong Kong
28 May 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 312 ---
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 consolidated financial statements of the Group for the Track Record Period, on which
the Historical Financial Information is based, have been prepared in accordance with the
accounting policies which conform with IFRS Accounting Standards issued by International
Accounting Standards Board (the “IASB”) and were audited by BDO Limited in accordance
with International Standards on Auditing issued by the International Auditing and Assurance
Standards Board (“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-3 –


--- page 313 ---
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 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/H11186 4,325,082 3,779,651 6,173,550
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,324,055) (2,652,258) (4,254,330)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,001,027 1,127,393 1,919,220
Other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 67,011 68,503 102,666
(Other losses)/gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (50,384) (23,138) 75,989
(Impairment losses)/reversal of
impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (3,662) (114,582) 9,038
Selling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(72,523) (98,081) (128,073)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(187,299) (256,698) (392,643)
Research and development expenses /H1118/H111810 (255,606) (182,012) (288,178)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (13,839) (5,633) (32,200)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 484,725 515,752 1,265,819
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 (59,568) (41,877) (162,522)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 473,875 1,103,297
Other comprehensive income for
the year, net of tax
Items that may be reclassified
subsequently to profit or loss:
Exchange differences arising from
translation of foreign operations /H1118/H1118/H1118/H1118 (420) 38 10,850
Other comprehensive income for
the year, net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(420) 38 10,850
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/H1118424,737 473,913 1,114,147
Profit for the year attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 473,875 1,103,297
Total comprehensive income
attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118424,737 473,913 1,114,147
Earnings per share attributable
to ordinary equity holders of
the Company
Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 0.67 0.74 1.73
Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 0.67 0.74 1.73
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 314 ---
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,564,757 2,309,267 3,132,344
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 836,938 707,936 1,562,413
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 4,947 3,696 5,252
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 389,984 524,737 628,295
Prepayments and other receivables /H1118/H1118/H111828 113,965 206,453 537,091
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 20,849 74,601 145,654
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,931,440 3,826,690 6,011,049
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 1,545,530 2,084,479 2,174,567
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,669,625 1,369,210 1,101,086
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(a) 307,716 278,735 209,297
Prepayments and other receivables /H1118/H1118/H111828 516,542 879,646 1,127,102
Financial assets at Fair Value Through
Other Comprehensive Income
(“FVTOCI”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(b) 289,715 254,167 361,882
Financial assets at Fair Value Through
Profit or Loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(a) 1,003,673 – 550,278
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 58,944 32,569 99,516
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,901,629 2,836,454 2,855,774
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,293,374 7,735,260 8,479,502
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,224,814 11,561,950 14,490,551
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 1,398,445 1,554,167 1,503,188
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(b) 588,996 1,388,936 1,608,629
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 414,880 455,737 554,997
Financial liabilities at FVTPL –
Derivative financial instruments /H1118/H1118/H1118/H111825(c) 21,482 – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 472,180 83,433 610,779
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 30,779 4,190 33,627
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 4,640 3,604 6,531
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3,380 41,955 61,333
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,934,782 3,532,022 4,379,084
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,358,592 4,203,238 4,100,418
Total assets less current liabilities /H1118/H1118/H1118 7,290,032 8,029,928 10,111,467
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 108,681 161,361 145,227
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 – 264,968 1,282,133
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 88,093 203,085 198,332
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 174,883 123,221 199,240
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,209 5,284 6,245
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118375,866 757,919 1,831,177
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,914,166 7,272,009 8,280,290
Capital and reserves
Equity attributable to owners of
the Company
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 637,749 637,749 637,749
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,276,417 6,634,260 7,642,541
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,914,166 7,272,009 8,280,290
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 315 ---
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company
Share
capital
(Note 37(a))
Share
premium
(Note 38(i))
Treasury
shares
(Note 37(b))
PRC
statutory
reserve
(Note 38(iii))
Exchange
reserve
(Note 38(iv))
Other
reserve
(Note 38(v))
Retained
earnings
(Note 38(vi)) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at
1 January 2023 /H1118/H1118/H1118637,749 3,804,181 (843) 90,580 (474) 2,429 1,973,403 6,507,025
Profit for the year /H1118/H1118/H1118 –––––– 425,157 425,157
Exchange differences
arising from
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118–––– (420) – – (420)
Total comprehensive
income for the year /H1118 –––– (420) – 425,157 424,737
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1 6 3– 1 6 3
PRC tax effect on
share-based payment /H1118 – 8 6 8––– (1,613) – (745)
Vesting of restricted
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9 7 9––– (979) – –
Derecognition of
repurchase liabilities
upon vesting of
restrict shares /H1118/H1118/H1118/H1118 –– 8 4 3–––– 8 4 3
Profit appropriation /H1118/H1118 – – – 3,842 – – (3,842) –
2022 final dividend
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (17,857) (17,857)
Balance as at
31 December 2023 /H1118 637,749 3,806,028 – 94,422 (894) – 2,376,861 6,914,166
Attributable to owners of the Company
Share capital
(Note 37(a))
Share premium
(Note 38(i))
PRC statutory
reserve
(Note 38(iii))
Exchange
reserve
(Note 38(iv))
Retained
earnings
(Note 38(vi)) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at 1 January 2024 /H1118/H1118/H1118/H1118/H1118637,749 3,806,028 94,422 (894) 2,376,861 6,914,166
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 473,875 473,875
Exchange differences arising from
translation of foreign operations /H1118/H1118/H1118 ––– 3 8– 3 8
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 38 473,875 473,913
Profit appropriation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,891 – (3,891) –
2023 final dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– ( 1 16,070) (116,070)
Balance as at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 (856) 2,730,775 7,272,009
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 316 ---
Attributable to owners of the Company
Share capital
(Note 37(a))
Share premium
(Note 38(i))
PRC statutory
reserve
(Note 38(iii))
Exchange
reserve
(Note 38(iv))
Retained
earnings
(Note 38(vi)) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at 1 January 2025 /H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 (856) 2,730,775 7,272,009
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1,103,297 1,103,297
Exchange differences arising from
translation of foreign operations /H1118/H1118/H1118 – – – 10,850 – 10,850
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 10,850 1,103,297 1,114,147
2024 final dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (51,020) (51,020)
2025 interim dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (54,846) (54,846)
Balance as at
31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 9,994 3,728,206 8,280,290
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 317 ---
CONSOLIDATED STATEMENT OF CASH FLOWS
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Operating activities
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484,725 515,752 1,265,819
Adjustment for:
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36,801) (49,931) (86,266)
Net changes in fair value of financial
instruments at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,309) (10,685) 21,400
Net losses on disposal of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843 369 778
Net loss on disposal of construction 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– – 1,732
Net (gains)/losses on disposal of 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/H1118– (6,898) 199
Gain on disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (42,454)
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 6 3––
Depreciation 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/H1118/H1118/H111876,882 115,013 138,199
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H111825,096 30,188 33,498
Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,313 1,362 1,665
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,839 5,633 32,200
Provision/(reversal) of impairment losses
on:
– property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 34,327
– trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277 70,741 (47,002)
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118785 (670) (2,781)
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,600 9,644 5,867
– prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 551
– construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,867 –
– inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,935
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,316 – –
Foreign exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,422 42,831 (42,881)
Operating profit before changes in
working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118607,351 758,216 1,320,786
Decrease/(increase) in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118186,918 (538,949) (96,023)
Decrease/(increase) in pledged deposits /H1118/H1118/H1118417,726 26,375 (66,947)
(Increase)/decrease in contract assets /H1118/H1118/H1118/H1118/H1118(121,066) 19,338 63,571
Decrease/(increase) in trade and other
receivables and prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,396 (72,537) (293,873)
Decrease/(increase) in bills receivables at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,583 35,548 (107,715)
(Decrease)/increase in contract liabilities /H1118/H1118(105,392) 799,940 219,693
(Decrease)/increase in trade and 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(599,995) 63,385 318,077
Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118852,521 1,091,316 1,357,569
PRC income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78,447) (55,979) (213,236)
Net cash generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118774,074 1,035,337 1,144,333
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 318 ---
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investing activities
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,519 63,884 88,040
Net cash inflows from disposal of
subsidiaries (Note 42) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,725 11,300 40,737
Certificate of deposits (purchased)/
redeemed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(110,000) 50,000 50,000
Redemption of structured deposits at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,411,961 4,930,000 335,000
Purchase of structured deposits at FVTPL /H1118 (6,391,961) (3,950,000) (886,103)
Proceeds from disposal of exchange rate
options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,399
Payments for settlement of exchange rate
options /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (23,711)
Payment for construction in progress /H1118/H1118/H1118/H1118/H1118(382,108) (729,764) (2,026,208)
Payment for purchase 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(8,572) (62,938) (38,672)
Payment for purchase of intangible assets /H1118 (102) (125) (3,221)
Payment for purchase of land use right /H1118/H1118/H1118(22,581) (14,389) (63,369)
Payment for purchase of sea area use
right /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (37,676) (67,327)
Proceeds from disposal of a land use right /H1118 – 5,640 –
Proceeds from disposal of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862 52 13,135
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,381,057) 265,984 (2,580,300)
Financing activities
Proceeds from bank and other borrowings /H1118 9,762 354,401 1,853,127
Repayment of bank and other borrowings /H1118 (974,982) (470,429) (282,156)
Interest paid for bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,677) (4,317) (31,771)
Capital and interest element of lease
rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,818) (87,287) (14,734)
Dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,857) (116,070) (105,866)
Listing fee paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (17,007)
Net cash (used in)/generated from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,010,572) (323,702) 1,401,593
Net (decrease)/increase in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,617,555) 977,619 (34,374)
Cash and cash equivalents at 1 January /H1118/H1118/H11183,575,800 1,901,629 2,836,454
Effect of foreign exchange rate changes /H1118/H1118/H1118(56,616) (42,794) 53,694
Cash and cash equivalents at
31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 319 ---
STATEMENT OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111820 88,627 80,632 62,283
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 40,638 7,034 7,034
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 3,535 2,565 1,711
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 56,644 52,613 53,053
Prepayment and other receivables /H1118/H1118/H1118/H111828 112,175 10,000 –
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 1,119,622 1,364,070 1,587,278
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,302 9,301 10,020
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,425,543 1,526,215 1,721,379
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 323,204 233,375 86,250
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 954,231 692,353 220,917
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(a) 20,941 73,050 39,885
Prepayments and other receivables /H1118/H1118/H111828 1,556,730 3,240,813 3,405,662
Financial assets at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(b) 110,392 103,242 130,790
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825(a) 982,191 – 550,278
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 42,828 28,832 7,430
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,094,093 221,655 610,424
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,084,610 4,593,320 5,051,636
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,510,153 6,119,535 6,773,015
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 963,643 643,878 228,592
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(b) 72,647 69,730 29,990
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 50,642 95,336 1,159,543
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 67,989 34,031 183,324
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 2,692 2,579 2,356
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 695 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,157,613 846,249 1,603,805
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,926,997 3,747,071 3,447,831
Total assets less current liabilities /H1118/H1118/H1118 5,352,540 5,273,286 5,169,210
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 108,681 108,681 108,681
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 – – 16,960
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 2,097 – 1,808
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,778 108,681 127,449
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,241,762 5,164,605 5,041,761
Equity attributable to owners of
the Company
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 637,749 637,749 637,749
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,604,013 4,526,856 4,404,012
TOTAL EQUITY /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,241,762 5,164,605 5,041,761
APPENDIX I ACCOUNTANTS’ REPORT
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II. NOTES TO HISTORICAL FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was a limited liability company incorporated in the People’s Republic of China (the “PRC”) on
22 September 2003 and changed to a joint stock limited company on 28 October 2009. The Company’s A shares were
listed on Shenzhen Stock Exchange on 7 October 2010. The address of the Company’s registered office and its
principal place of business is No. 155, Xinqiu Main Road, Xinqiu District, Fuxin City, Liaoning Province, the PRC.
The Group and the Company is principally engaged in manufacturing and sales of wind power equipment and
wind and photovoltaic power generation during the Track Record Period.
Mr. JIN Xin is the largest shareholder of the Company.
2. BASIS OF PREPARATION OF HISTORICAL FINANCIAL INFORMATION
The Historical Financial Information has been prepared in accordance with all applicable IFRS Accounting
Standards, which collective term includes all applicable individual International Financial Reporting Standards,
International Accounting Standards and Interpretations issued by International Accounting Standards Board
(“IASB”). Further details of the material accounting policy information adopted are set out in Note 4.
The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing
this Historical Financial Information, the Group has consistently adopted all applicable new and revised IFRS
Accounting Standards that are effective during the Track Record Period, except for any new standards or
interpretations that are not yet effective for the Track Record Period. The revised and new accounting standards and
interpretations issued but not yet effective for the Track Record Period are set out in Note 3.
The Historical Financial Information also complies with the applicable disclosure provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The accounting policies set out
in Note 4 have been applied consistently to all periods presented in the Historical Financial Information.
3. APPLICATION OF NEW AND REVISED IFRSs
The Group plans to adopt these new standards, amendments to standards and annual improvements when they
become effective:
New and amendments to IFRS Accounting Standards issued but not yet effective
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments
1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS Accounting Standards /H1118/H1118/H1118/H1118/H1118/H1118Annual Improvements to IFRS Accounting Standards 1
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements 2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or contribution of Assets between an Investor and
its Associate or Joint Venture 3
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 2
1 Effective for annual periods beginning on or after January 1, 2026.
2 Effective for annual periods beginning on or after January 1, 2027.
3 The amendments shall be applied prospectively to sale or contribution of assets occurring in annual periods
beginning on or after a date to be determined.
The Group is in the process of making an assessment of the impact of these new and amended standards upon
initial application, IFRS 18 introduces new requirements for presentation within the statement of profit or loss,
including specified totals and subtotals. Entities are required to classify all income and expenses within the statement
of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued
operations and to present two new defined subtotals. It also requires disclosures about management-defined
performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and
disaggregation) and the location of information in both the primary financial statements and the notes. The new
requirements are expected to impact the Group’s presentation of the statement of profit or loss and disclosures of the
Group’s financial performance. So far, the Group considers that the new and amended standards are unlikely to have
a significant impact on the Group’s results of operations and financial position.
APPENDIX I ACCOUNTANTS’ REPORT
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4. MATERIAL ACCOUNTING POLICY INFORMATION
The Historical Financial Information has been prepared on the historical cost basis except for certain financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting
policies set out below. Historical cost is generally based on the fair value of the consideration given in exchange for
goods and services.
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, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the
Group takes into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based
on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs
to the fair value measurement in its entirety, which are described as follows:
 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date;
 Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly or indirectly; and
 Level 3 inputs are unobservable inputs for the asset or liability. The principal accounting policies are
set out below.
The material accounting policy information is set out below:
(a) Basis of consolidation
The Historical Financial Information incorporates the financial statements of the Company and its subsidiaries.
Control is achieved when the Company:
 has power over the investee;
 is exposed, or has rights, to variable returns from its involvement with the investee; and
 has the ability to use its power to affect its returns.
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 listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the
Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statements of profit or loss and other comprehensive income from
the date the Group gains control until the date when the Group ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
(b) Investments in subsidiaries
Investments in subsidiaries are stated at cost less any identified impairment loss on the statements of financial
position of the Company.
(c) Revenue recognition
Revenue is recognised to depict the transfer of goods and services to customers in an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those goods and services. Specifically, the
Group uses a 5-step approach to revenue recognition:
 Step 1: Identify the contract(s) with a customer
 Step 2: Identify the performance obligations in the contract
 Step 3: Determine the transaction price
 Step 4: Allocate the transaction price to the performance obligations in the contract
 Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
APPENDIX I ACCOUNTANTS’ REPORT
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Revenue is recognised when, or as, obligations under the terms of a contract are satisfied, which occurs when
control of the promised products or services is transferred to customers. Revenue is measured as the amount of
consideration the Group expects to receive in exchange for transferring products or services to a customer
(“transaction price”).
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant benefit of
financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present
value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing
transaction between the Group and the customer at contract inception. When the contract contains a financing
component which provides the Group with a significant financial benefit for more than one year, revenue recognised
under the contract includes the interest expense accreted on the contract liability under the effective interest method.
For a contract where the period between the payment by the customer and the transfer of the promised goods or
services is one year or less, the transaction price is not adjusted for the effects of a significant financing component,
using the practical expedient in IFRS 15.
Revenue is recognised either at a point in time or over time, when the Group satisfies performance obligations
by transferring the promised goods or services to its customers.
A contract asset represents the Group’s right to consideration in exchange for goods or services that the Group
has transferred to a customer that is not yet unconditional. In contrast, a receivable represents the Group’s
unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration
is due.
A contract liability represents the Group’s obligation to transfer goods or services to a customer for which
Group has received consideration (or an amount of consideration is due) from the customer.
Further details of the Group’s revenue and other income recognition policies are as follows:
Revenue from sales of goods
Revenue from sales of goods were under four delivery models:
FOB, CIF and FAS: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Revenue is recognised at point in time when the goods are shipped
offshore, customs clearance procedures are completed, and both
customs declarations and bills of lading are obtained.
DAP: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Revenue is recognised at point in time when the goods are
delivered to the contracted destination and receipt for goods
signed off by the customer.
Revenue from wind and photovoltaic power generation is recognised at point in time when electricity
generated has been transmitted to customers.
The credit period granted to customers by the Group is determined based on their credit risk
characteristics. The Group does not expect the period between the transfer of the promised goods to the
customer and payment by the customer exceed one year. As a consequence, there is no significant financing
component.
(d) Leases
Definition of 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.
For contracts entered into or modified on or after the date of initial application or arising from business
combinations, the Group assesses whether a contract is or contains a lease based on the definition under IFRS
16 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of
the contract are subsequently changed.
APPENDIX I ACCOUNTANTS’ REPORT
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The Group as lessee
All leases (irrespective of they are operating leases or finance leases) are required to be capitalised in
the consolidated statements of financial position as right-of-use assets and lease liabilities, but accounting
policy choices exist for an entity to choose not to capitalise (i) leases which are short-term leases and/or (ii)
leases for which the underlying asset is of low-value. The Group has elected not to recognise right-of-use
assets and lease liabilities for leases for which at the commencement date have a lease term less than 12 months
and leases of low-value assets. The lease payments associated with those leases have been expensed on
straight-line basis over the lease term.
Payments associated with short-term leases and leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months
or less.
The Group also applies practical expedient not to separate non-lease components from lease component,
and instead account for the lease component and any associated non-lease components as a single lease
component.
The Group presents right-of-use assets and lease liabilities separately in the consolidated statements of
financial position.
Right-of-use asset
The right-of-use asset is recognised at cost and would comprise: (i) the amount of the initial
measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any
lease incentives received; (iii) any initial direct costs incurred by the lessee; and (iv) an estimate of costs to
be incurred by the lessee in dismantling and removing the underlying asset to the condition required by the
terms and conditions of the lease, unless those costs are incurred to produce inventories. The Group measures
the right-of-use assets applying a cost model. Under the cost model, the Group measures the right-to-use asset
at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of
lease liability.
The right-of-use asset is subsequently depreciated using the straight-line method from the date of initial
application over the shorter of the remaining lease term or the useful life of the underlying asset. The useful
lives, residual value and depreciation method are reviewed, and adjusted if appropriate, at the end of each
reporting period.
In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Lease liability
The lease liability is recognised at the present value of the lease payments that are not paid at the date
of commencement of the lease. The lease payments are discounted using the interest rate implicit in the lease,
if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the Group’s
incremental borrowing rate.
The following payments for the right-to-use the underlying asset during the lease term that are not paid
at the commencement date of the lease are considered to be lease payments: (i) fixed payments less any lease
incentives receivable; (ii) variable lease payments that depend on an index or a rate, initially measured using
the index or rate as at commencement date; (iii) amounts expected to be payable by the lessee under residual
value guarantees; (iv) the exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and (v) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising
an option to terminate the lease.
Subsequent to the commencement date, the Group measures the lease liability by: (i) increasing the
carrying amount to reflect interest on the lease liability; (ii) reducing the carrying amount to reflect the lease
payments made; and (iii) remeasuring the carrying amount to reflect any reassessment or lease modifications,
e.g., a change in future lease payments arising from change in an index or rate, a change in the lease term, a
change in the in substance fixed lease payments or a change in assessment to purchase the underlying asset.
(e) Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the
functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the
currency of the primary economic environment in which the entity operates) at the rates of exchange prevailing on
the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
APPENDIX I ACCOUNTANTS’ REPORT
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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 Historical Financial Information
of each entity are measured using that functional currency.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items,
are recognised in profit or loss in the period in which they arise.
For the purposes of presenting the Historical Financial Information, the assets and liabilities of the Group’s
foreign operations are translated into the presentation currency of the Group (i.e. RMB) using exchange rates
prevailing at the end of each reporting period. Income and expenses items are translated at the average exchange rates
for the period, unless exchange rates fluctuate significantly during the period, in which case, the exchange rates
prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in equity under the heading of exchange reserve.
(f) Borrowing costs
Borrowing costs attributable directly to the acquisition, construction or production of qualifying assets which
require a substantial period of time to be ready for their intended use or sale, are capitalised as part of the cost of
those assets. Income earned on temporary investments of specific borrowings pending their expenditure on those
assets is deducted from borrowing costs capitalised. All other borrowing costs are recognised in profit or loss in the
period in which they are incurred.
(g) Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group
recognises as expense the related costs for which the grants are intended to compensate. Specifically, government
grants whose primary condition is that the Group should purchase, construct or otherwise acquire property, plant and
equipment are recognised as deferred revenue in the consolidated statements of financial position and transferred to
profit or loss on a systematic and rational basis over the useful lives of the related assets.
(h) Retirement benefit costs
Payments to defined contribution retirement plans are charged as an expense when employees have rendered
service.
Pension scheme
Retirement benefits to employees are provided through defined contribution plans. The employees of the
Group’s subsidiaries which operate in the PRC are required to participate in a central pension scheme operated
by the local municipal government. This subsidiary is required to contribute a certain percentage of its payroll
costs to the central pension scheme. Contributions are recognised as an expense in profit or loss as employees
render services during the year. The Group’s obligations under these plans are limited to the fixed percentage
contributions payable.
Housing funds, medical insurances and other social insurances
Employees of the Group in the PRC are entitled to participate in various government-supervised housing
funds, medical insurance and other employee social insurance plan. The Group contributes on a monthly basis
to these funds based on certain percentages of the salaries of the employees, subject to certain ceiling. The
Group’s liability in respect of these funds is limited to the contributions payable in each year. Contributions
to the housing funds, medical insurances and other social insurances are expensed as incurred.
Termination benefits
Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer
of those benefits and when the Group recognises restructuring costs involving the payment of termination
benefits.
(i) Short-term employee benefits
Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to be paid
as and when employees render the services. All short-term employee benefits are recognised as an expense unless
another IFRS requires or permits the inclusion of the benefit in the cost of an asset.
A liability is recognised for benefits accruing to employees (such as wages and salaries, annual leave and sick
leave) after deducting any amount already paid.
APPENDIX I ACCOUNTANTS’ REPORT
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(j) Share-based payment transactions
Equity-settled share-based payments to employees (including directors of the Company) are measured at the
fair value of the equity instruments at the grant date. The cost of equity-settled transactions with employees for grants
is measured by reference to the fair value at the date at which they are granted.
The cost of equity-settled transactions is recognised in 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 reporting period until the vesting date reflects the extent
to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest. The charge or credit to the statement of profit or loss for a period represents the movement in the
cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service 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.
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.
The dilutive effect of outstanding restricted shares is reflected as additional share dilution in the computation
of earnings per share.
(k) Taxation
Income tax expense represents the sum of the current tax and deferred tax.
Current tax
Current tax is based on the profit or loss from ordinary activities adjusted for items that are
non-assessable or disallowable for income tax purposes and is calculated using tax rates that have been enacted
or substantively enacted at the end of reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the Historical Financial Information and the corresponding tax bases used in the computation of
taxable profits. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred
tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither
the taxable profits nor the accounting profit. In addition, deferred tax liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries or associates except where the Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with such investments and
interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part
of the asset to be recovered.
APPENDIX I ACCOUNTANTS’ REPORT
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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of each reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of each reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Current and deferred tax is recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred
tax arises from the initial accounting for a business combination, the tax effect is included in the accounting
for the business combination.
(l) Property, plant and equipment and construction in progress
Property, plant and equipment are stated in the consolidated statements of financial position at cost less
subsequent accumulated depreciation and accumulated impairment losses, if any.
The cost of property, plant and equipment includes its purchase price and the costs directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are recognised as an expense in profit or loss during the period in which they are incurred.
Property, plant and equipment are depreciated so as to write off their cost or valuation net of expected residual
value over their estimated useful lives on a straight-line basis. The useful lives, residual value and depreciation
method are reviewed, and adjusted if appropriate, at the end of each reporting period. The useful lives are as follows:
Property and plant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820-30 years
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812-25 years
Transportation equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 years
Port facilities and auxiliary facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 years
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/H11185 years
An asset is written down immediately to its recoverable amount if its carrying amount is higher than the asset’s
estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in
profit or loss in the period in which the item is derecognised.
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.
(m) Right-of-use assets
Accounting policies of right-of-use assets (other than prepaid lease payments) are set out in “Leases” above.
Prepaid lease payments (which meet the definition of right-of-use assets) represent the upfront payment for
long-term land lease in which the payment can be reliably measured. It is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the term of the
lease/right-of-use except where an alternative basis is more representative of the time pattern of benefits to be derived
by the Group from use of the land.
(n) Intangible assets (other than goodwill)
Intangible assets acquired separately are initially recognised at cost. Subsequently, intangible assets with finite
useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. The amortisation
expense is recognised in profit or loss. Amortisation is provided on a straight-line basis over their useful lives as
follows.
Computer software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 to 5 years
Patent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185-10 years
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use
or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between
the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is
derecognised.
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(o) Research and development costs
Expenditure on internally developed products is capitalised if it can be demonstrated that:
 it is technically feasible to develop the product for it to be sold;
 adequate resources are available to complete the development;
 there is an intention to complete and sell the product;
 the Group is able to sell the product; and
 sale of the product will generate future economic benefits; and expenditure on the project can be
measured reliably.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal
projects are recognised in profit or loss as incurred.
(p) Impairment losses on tangible and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible
assets with finite useful lives to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss, if any.
When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis
of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise
they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis
can be identified.
Recoverable amount is the higher of value in use and fair value less costs of disposal. In assessing value in
use, the estimated future cash flows of the asset (or the cash-generating unit) 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 (or the cash-generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or the cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or the cash-generating unit)
is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset
(or the cash-generating unit) in prior periods. A reversal of an impairment loss is recognised immediately in profit
or loss.
(q) Inventories
Inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business less the estimated cost of completion and applicable selling expenses. Cost
is determined using the weighted average basis, and in the case of work in progress and finished goods, comprise
direct materials, direct labour and an appropriate proportion of overheads.
(r) Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual
provisions of the instrument.
(i) Financial assets
A financial asset (unless it is a trade receivable without a significant financing component) is initially
measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition
or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that
the Group commits to purchase or sell the asset.
Financial assets with embedded derivatives are considered in their entirety when determining whether their
cash flows are solely payment of principal and interest.
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Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset or
financial liability and of allocating interest income or interest expense over the relevant periods. The effective
interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected
life of the financial asset or liability, or where appropriate, a shorter period.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the
asset and the cash flow characteristics of the asset. There are two measurement categories into which the Group
classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. Financial assets at
amortised cost are subsequently measured using the effective interest rate method. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain on derecognition is
recognised in profit or loss.
FVTPL: Financial assets at FVTPL include financial assets held for trading, financial assets designated
upon initial recognition at FVTPL or financial assets mandatorily required to be measured at fair value.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing
in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading
unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely
payments of principal and interest are classified and measured at FVTPL, irrespective of the business model,
whereby changes in fair value, interest income calculated using the effective interest rate method and foreign
exchange gains and losses are recognised in profit or loss. Notwithstanding the criteria for debt instruments
to be classified at amortised cost or at FVTOCI, as described above, debt instruments may be designated at
FVTPL on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
FVTOCI: Financial assets at FVTOCI, include bills receivable measured at FVTOCI. Subsequent
changes in the carrying amounts for bills receivable classified as at FVTOCI as a result of interest income
calculated using the effective interest method are recognised in profit or loss. All other changes in the carrying
amount of these receivables are recognised in other comprehensive income and accumulated under the heading
of FVTOCI reserve. Impairment allowances are recognised in profit or loss with corresponding adjustment to
other comprehensive income without reducing the carrying amounts of these receivables. When these
receivables are derecognised, the cumulative gains or losses previously recognised in other comprehensive
income are reclassified to profit or loss.
Equity instruments
On initial recognition of an equity investment that is not held for trading, the Group could irrevocably
elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election
is made on an investment-by-investment basis. Dividend income are recognised in profit or loss unless the
dividend income clearly represents a recovery of part of the cost of the investments. Other net gains and losses
are recognised in other comprehensive income and are not reclassified to profit or loss. All other equity
instruments are classified as FVTPL, whereby changes in fair value, dividend and interest income are
recognised in profit or loss.
Impairment loss on financial assets and contract assets
The Group recognises a loss allowance for expected credit loss (“ECL”) on financial assets and contract
assets which are subject to impairment under IFRS 9 “Financial Instruments”. The amount of ECL is updated
at the end of each reporting period to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life
of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that
is expected to result from default events that are possible within 12 months after the reporting date.
Assessments are done based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both the current conditions at the
reporting date as well as the forecast of future conditions.
The Group has elected to measure loss allowances for trade receivables and contract assets using IFRS
9 simplified approach and always recognises lifetime ECL for trade receivables and contract assets. The ECL
on these financial assets are assessed collectively using a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and
an assessment of both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
For other financial instruments, the Group measures the loss allowance equal to 12m ECL, unless there
has been a significant increase in the credit risk since initial recognition or evidence that a financial asset is
credit-impaired, then the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be
recognised is based on significant increases in the likelihood or risk of a default occurring since initial
recognition.
APPENDIX I ACCOUNTANTS’ REPORT
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Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, 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. In
making this assessment, the Group considers both quantitative and qualitative information that is reasonable
and supportable, including historical experience and forward-looking information that is available without
undue cost or effort. Forward-looking information considered includes the future prospects of the industries
in which the Group’s debtors operate obtained from economic expert reports, financial analysts and
governmental bodies, as well as consideration of various external sources of actual and forecast economic
information that relate to the Group’s core operations.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
 an actual or expected significant deterioration in the financial instrument’s external (if available)
or internal credit rating;
 significant deterioration in external market indicators of credit risk for a particular financial
instrument, e.g. a significant increase in the credit spread, or the credit default swap prices for
the debtor;
 existing or forecast adverse changes in business, financial or economic conditions that are
expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
 an actual or expected significant deterioration in the operating results of the debtor;
 an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its
debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has
increased significantly since initial recognition when contractual payments are more than 30 days past due,
unless the Group has reasonable and supportable information that demonstrates otherwise.
Despite the foregoing, the Group assumes that the credit risk on a debt instrument (e.g. bills receivable
measured at FVTOCI) has not increased significantly since initial recognition if the debt instrument is
determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit
risk if i) it has a low risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow
obligations in the near term and iii) adverse changes in economic and business conditions in the longer term
may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
The Group considers a debt instrument to have low credit risk when it has an internal or external credit rating
of “investment grade” as per globally understood definition.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been
a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past due.
Definition of default
For internal credit risk management, the Group considers an event of default to have occurred when
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay
its creditors, including the Group, in full (without taking into account any collaterals held by the Group).
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset
is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that
a more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events of default that have a detrimental impact
on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is
credit-impaired includes observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not
otherwise consider; or
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 330 ---
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in
severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has been
placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be
subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice
where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries made are
recognised in profit or loss.
Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the
magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of
default and loss given default is based on historical data adjusted by forward-looking information. Estimation
of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of
default occurring as the relevant weighting.
Generally, the ECL is the difference between all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at the
effective interest rate determined at initial recognition.
Where ECL is measured on a collective basis to cater for cases where evidence at the individual
instrument level may not yet be available, the financial instruments are grouped on the following basis:
 Nature of financial instruments (i.e. the Group’s trade receivables, other receivables are each
assessed as a separate group. Note receivables are assessed for ECL on an individual basis);
 Past-due status;
 Nature, size and industry of debtors; and
 External credit ratings where available.
The grouping is regularly reviewed by management to ensure the constituents of each group continue
to share similar credit risk characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the
financial asset is credit impaired, in which case interest income is calculated based on amortised cost of the
financial asset.
The Group recognises an impairment gain or loss in profit or loss for all financial instruments by
adjusting their carrying amount through a loss allowance account.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership
of the asset to another party.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
(ii) Financial liabilities and equity instruments
Classification as debt or equity
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 a financial liability and an equity
instrument.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are recognised initially at fair value and subsequently measured
at amortised cost, using the effective interest method. The related interest expense is recognised in profit or
loss. Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through
the amortisation process.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds
received, net of direct issue costs.
APPENDIX I ACCOUNTANTS’ REPORT
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Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.
(s) Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand, demand deposits with banks and short-term highly
liquid investments with original maturities of three months or less that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
Bank balances subject to third party contractual restrictions are included as part of cash unless the restrictions
result in a bank balance no longer meeting the definition of cash.
(t) Provisions and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when the Group has a legal or
constructive obligation arising as a result of a past event, which is probable that the Group will be required to settle
such obligation, and will result in an outflow of economic benefits that can be reliably estimated.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic
benefits is remote. Possible obligations, the existence of which will only be confirmed by the occurrence or
non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of
outflow of economic benefits is remote.
(u) Share capital
Share capital are classified as equity. Share capital is recognised at the amount of consideration of shares
issued, after deducting any transaction costs associated with the issue of shares (net of any related income tax benefit)
to the extent they are incremental costs directly attributable to the equity transaction.
(v) Treasury shares
Own equity instruments which held by the Company or the Group (treasury shares) are recognised directly in
equity at cost. No gain or loss is recognised in the consolidated statements of profit or loss and other comprehensive
income on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are
discussed below:
Key sources of estimation uncertainty
Useful lives and estimated impairment on property, plant and equipment
The Group determines the estimated useful lives, residual values and related depreciation charges for its
property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of
property, plant and equipment, including construction in progress, of similar nature and functions. The Group will
increase the depreciation charges where useful lives are less than previously estimated lives, or will write-off or
write-down technically obsolete or non-strategic assets that have been abandoned or sold.
The Group regularly reviews whether there are any indications of impairment and recognises an impairment
loss if the carrying amount of an asset is lower than its recoverable amount. The Group tests for impairment for
property, plant and equipment whenever there is an indication that the asset may be impaired. The recoverable
amounts have been determined based on the higher of value in use and fair value less costs of disposal. These
calculations require the use of estimates, such as discount rates, future profitability and growth rates.
Provision of ECL for financial assets at amortised cost
The Group calculates ECL for trade and other receivables and contract assets under IFRS 9. The provision rates
are based on the Group’s historical default rates taking into consideration forward-looking information that is
reasonable and supportable available without undue costs or effort. At every reporting date, the historical observed
default rates are reassessed and changes in the forward-looking information are considered.
The provision of ECL is sensitive to changes in estimates. Details of the key assumptions and inputs used are
set out in Note 48. Changes in these assumptions and estimation could materially affect the assessment and it may
be necessary to make additional loss allowance in future periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Fair value measurements for financial assets/liabilities at FVTPL
The Group has made various investments during the Track Record Period as set out in Note 25. The Group
accounts for these financial instruments as financial assets/liabilities at FVTPL. For those investments with no quoted
market prices in an active market, their fair values are estimated by using valuation techniques. These techniques
include those further described in Note 47. Valuation techniques are calibrated to ensure that outputs reflect market
conditions. Valuation models established by management makes the maximum use of market inputs and rely as little
as possible on the Group’s specific data. However, some inputs require management estimates and assumptions,
which are reviewed periodically and adjusted if necessary. Should any of the estimates and assumptions be changed,
it may lead to a change in the fair value of the financial assets/liabilities.
Net realisable value of inventories
Net realisable value of inventories is the estimated selling price in the ordinary course of business, less
estimated costs of completion and selling expenses. These estimates are based on the current market condition and
the historical experience of manufacturing and selling products of similar nature. In addition, these estimates could
change significantly as a result of change in customer preference, environmental goals and competitor actions in
response to industry cycles. Management measures these estimates at the end of each reporting period.
6. REVENUE
The Group’s revenue streams are categorised as follows:
– Manufacturing and sales of wind power equipment;
– Wind and photovoltaic power generation; and
– Others (Note)
An analysis of the Group’s revenue is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Manufacturing and sales of wind power
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,146,031 3,510,733 5,865,638
Wind and photovoltaic power generation /H1118/H1118/H1118/H1118/H1118131,615 215,782 251,114
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/H111847,436 53,136 56,798
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/H11184,325,082 3,779,651 6,173,550
Revenue from contracts with customers:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
By timing of revenue recognition:
Point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,325,082 3,779,651 6,173,550
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/H11184,325,082 3,779,651 6,173,550
Type of goods:
Wind power equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,146,031 3,510,733 5,865,638
Wind and photovoltaic power generation /H1118/H1118/H1118/H1118/H1118/H1118131,615 215,782 251,114
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/H111847,436 53,136 56,798
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/H11184,325,082 3,779,651 6,173,550
Geographical markets:
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,610,430 2,046,617 1,576,512
Outside Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,714,652 1,733,034 4,597,038
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/H11184,325,082 3,779,651 6,173,550
Note: Others mainly refer to revenue generated from sales of scrap steels.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 333 ---
The aggregate amounts of the transaction price allocated to performance obligations that are unsatisfied (or
partially unsatisfied) were approximately RMB588,996,000, RMB1,388,936,000 and RMB1,608,629,000 as at 31
December 2023, 2024 and 2025, respectively. The unsatisfied transaction price mainly related to manufacturing and
sales of wind power equipment. Management of the Group expects the majority of the transaction price allocated to
the unsatisfied contracts as of the end of each reporting period during the Track Record Period will be recognised
within 1 year from the end of each reporting period.
All other contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price
allocated to these unsatisfied contracts is not disclosed.
During the years ended 31 December 2023, 2024 and 2025, certain customers made payment to their suppliers,
including us, in alignment with the overall acceptance and payment progress of the whole wind farms, which took
more than one year to complete the actual settlement from those customers. We did not expect, at contracts inception,
that the periods between when the goods transferred to these customers and when these customers make payments
would exceed one year. Hence, as a practical expedient under HKFRS 15, we did not adjust the promised amounts
of consideration for the effects of significant financing components.
7. SEGMENT INFORMATION
The operating segment is reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (the “CODM”). Management focus on the overall results and the financial position of the
Group and review the performance of the Group as a single operating segment based on the internal organisation
structure, management requirements and internal reporting system. No separate analysis of the segment results by
reportable segment is necessary.
Geographical information
An analysis of the Group’s revenue from customers, based on location at which the goods are delivered and
analysed by region, is presented below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from customers
– Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,610,430 2,046,617 1,576,512
– Outside Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,714,652 1,733,034 4,597,038
4,325,082 3,779,651 6,173,550
Information about the Group’s non-current assets excluding prepayments and deferred tax assets by
geographical location of the assets are presented below:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets excluding, prepayment and
deferred tax assets
– Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,796,609 3,545,634 5,328,088
– Outside Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 2 216
2,796,626 3,545,636 5,328,304
Information about major customer
Revenue from customer contributing over 10% of the total revenue of the Group are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 559,318 3,031,699
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 662,104
Company C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 363,508
Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118444,106 N/A 547,769
Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118975,377 N/A N/A
Company F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 281,370
Company G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 657,549 N/A
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 334 ---
8. OTHER INCOME
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest income from bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,626 47,332 86,055
Interest income from certificate of deposits /H1118/H1118/H1118/H1118 2,175 2,599 211
Government grants (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,782 9,574 11,906
Additional deduction for PRC input
value added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,159 8,756 4,198
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/H1118269 242 296
67,011 68,503 102,666
Note: Asset-related deferred income systematically released to profit or loss over the estimated useful lives
of the related assets or the designated period. For the year end 31 December 2023, 2024 and 2025, the
amount of government grants recognised from asset-related deferred income (Note 35) was
approximately RMB4,640,000, RMB3,604,000 and RMB3,604,000, respectively.
9. (OTHER LOSSES)/GAINS, NET
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
(Net foreign exchange losses)/gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(73,717) (46,764) 57,990
Loss on disposal of property, plant and
equipment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43) (369) (778)
Loss on disposal of construction in progress /H1118/H1118/H1118/H1118 – – (1,732)
Gain/(loss) on disposal of land use rights /H1118/H1118/H1118/H1118/H1118 – 6,898 (199)
Changes in fair value of financial assets
at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,309 10,685 (21,400)
Handling fee for discounting of bills receivables
at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,874) (1,812) (1,673)
Gain on disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 42,454
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/H11187,941 8,224 1,327
(50,384) (23,138) 75,989
10. RESEARCH AND DEVELOPMENT EXPENSES
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,743 25,185 35,245
Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,168 153,461 241,249
Outsourced research and development expenses /H1118/H1118 – – 8,991
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/H11184,695 3,366 2,693
255,606 182,012 288,178
11. IMPAIRMENT LOSSES/(REVERSAL OF IMPAIRMENT LOSSES)
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Impairment losses/(reversal of impairment
losses) under ECL model, net of reversal
Trade and bills receivables (Note 27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277 70,741 (47,002)
Other receivables (Note 28) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118785 (670) (2,781)
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,600 9,644 5,867
3,662 79,715 (43,916)
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 335 ---
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other impairment losses
Construction in progress (Note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 34,867 –
Property, plant and equipment (Note 20) /H1118/H1118/H1118/H1118/H1118/H1118– – 34,327
Non-current prepayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 551
– 34,867 34,878
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/H11183,662 114,582 (9,038)
12. FINANCE COSTS
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,642 3,103 33,890
Interest expenses on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,807 9,183 11,053
31,449 12,286 44,943
Less: interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,610) (6,653) (12,743)
13,839 5,633 32,200
13. PROFIT BEFORE TAX
Profit before tax has been arrived at after charging:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,137,562 2,378,810 3,887,991
Write-down on inventories (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,316 – –
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,935
Depreciation of property, plant and equipment
(Note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,882 115,013 138,199
Amortisation of intangible assets (Note 22) /H1118/H1118/H1118/H1118 1,313 1,362 1,665
Depreciation of right-of-use assets (Note 23) /H1118/H1118/H1118 25,096 30,188 33,498
Staff costs (including directors’ emoluments):
– Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,048 305,506 456,032
– Retirement benefits scheme contributions /H1118/H1118/H1118/H111815,368 20,884 36,152
– Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 6 3––
Auditors’ remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118943 943 943
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,055
Note:
(i) This represents write-down for inventories with carrying amounts exceeding their estimated selling
prices due to market conditions.
14. INCOME TAX EXPENSES
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax
– PRC Enterprise Income Tax (“EIT”) /H1118/H1118/H1118/H1118/H1118/H1118/H111873,184 94,554 232,614
Deferred tax (Note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,616) (52,677) (70,092)
Total income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,568 41,877 162,522
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 336 ---
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the standard EIT rate of the PRC subsidiaries is 25%. The Company and following subsidiaries were
entitled to preferential PRC income tax rates as follows:
(1) The Company was accredited as a High and New Technology Enterprise (“HNTE”) in September 2021
with 3-year validity period and renewed in November 2024 with additional 3-year validity period will
expire in November 2027 and subject to next renewal review. The Company was entitled to a
preferential income tax rate of 15% for the year ended 31 December 2023.
As the directors of the Company expected the Company is not likely to meet the continuously
requirement to maintain the HNTE status since the year ended 31 December 2024 and reported the tax
liabilities with PRC corporate income tax rate of 25% for the year ended 31 December 2024 and 2025.
(2) One of the subsidiaries, Penglai Dajin Offshore Heavy Industry Co., Ltd. (“PL Dajin”), was accredited
as a HNTE in December 2022 with 3-year validity period and renewed in December 2025 with
additional 3-year validity period will expire in December 2028 and subject to next renewal review. PL
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2022.
(3) One of the subsidiaries, Hinggan League Dajin Heavy Industry Co., Ltd. (“HL Dajin”), was accredited
as a HNTE in December 2021 with 3-year validity period and renewed in December 2024 with
additional 3-year validity period will expire in December 2027 and subject to next renewal review. HL
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2021.
(4) One of the subsidiaries, Yangjiang Dajin Wind Power Offshore Engineering Technology Co., Ltd. (“YJ
Dajin”), was accredited as a HNTE in November 2024 with 3-year validity period will expire in
November 2027 and subject to next renewal review. YJ Dajin was entitled to a preferential income tax
rate of 15% since year ended 31 December 2024.
(5) One of the subsidiaries, Zhangjiakou Dajin Wind Power Equipment Co., Ltd. (“ZJK Dajin”), was
accredited as a HNTE in October 2022 with 3-year validity period and renewed in October 2025 with
additional 3-year validity period will expire in October 2028 and subject to next renewal review. ZJK
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2022.
(6) One of the subsidiaries, Changwu Xiliujiazi Electric Power New Energy Co., Ltd. (“CWX Electricity”)
is qualified as a public infrastructure project company and enjoying a 6-year tax holiday (three years full
exemption followed by three years half reduction) beginning from 2023 (the first year generating
assessable profit). The income tax rate for CWX Electricity was 0% for the years ended 31 December
2023, 2024 and 2025, and 12.5% for the years ended 31 December 2026, 2027 and 2028.
(7) Two of the subsidiaries, Tangshan Caofeidian District Jinrui Energy Co., Ltd. (“JR Energy”) and
Tangshan Caofeidian District Jinhong Energy Co., Ltd. (“JH Energy”) are qualified as public
infrastructure project companies and enjoying a 6-year tax holiday (three years full exemption followed
by three years half reduction) beginning from 2025 (the first year generating assessable profit). The
income tax rates for JR Energy and JH Energy were 0% for the years ended 31 December 2025, 2026
and 2027, and 12.5% for the years ended 31 December 2028, 2029 and 2030.
The Group entities incorporated in Hong Kong is subject to Hong Kong Profits Tax under the two-tiered profits
tax rates regime. During the Track Record Period, the first HK$2,000,000 of profits of qualifying corporations will
be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. The profits of group entities in Hong
Kong not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
Taxation arising from other jurisdictions is calculated at the rate prevailing in the relevant jurisdictions.
The income tax expenses for the Track Record Period can be reconciled to the profit before tax per the
consolidated statements of profit or loss and other comprehensive income as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118484,725 515,752 1,265,819
Tax at the applicable tax rates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,709 128,938 316,455
Different tax rate enacted by local authorities in
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,764) (95,784) (178,684)
Under provision of current tax in prior year /H1118/H1118/H1118/H1118 315 1,071 4,337
Effect of non taxable revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39) (56) (77)
Tax effect of expenses not deductible for tax
purpose /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,288 6,670 7,742
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 337 ---
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Utilisation of tax losses previously not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(288) – (1,679)
Effect of deductible temporary differences and
tax losses not recognised as deferred tax asset /H1118 3,013 1,579 22,047
Effect of additional deduction for research and
development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,773) (3,028) (11,379)
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/H11182,107 2,487 3,760
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,568 41,877 162,522
15. DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
Details of the emoluments paid or payable to the directors and supervisors of the Company for the services
provided to the Group during the Track Record Period are as follows:
Y ear ended 31 December 2023
Director Fees
Basic salaries,
allowances and
other benefits
Performance-
based Bonus
Contributions
to retirement
benefit schemes Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. JIN Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 723 – 57 780
Mr. SUN Xiaole /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 907 – 53 960
Ms. LIU Aihua (Note (i)) /H1118 – 1,058 660 63 1,781
Mr. TIAN Mingjun
(Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 755 – 36 791
Mr. JIANG Wei
(Note (ix)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. ZHAO Yueqiang
(Note (xiii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 46 – 28 74
Independent non-
executive directors
Mr. CAI Meng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 8––– 9 8
Mr. QU Guangjie
(Note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5––– 9 5
Ms. ZHANG Wei
(Note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5––– 9 5
Mr. XU Feng (Note (x)) /H1118/H1118 3–––3
Ms. LI Shengnan
(Note (xi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183–––3
Supervisors
Ms. YANG Qi (Note (v)) /H1118/H1118 – 370 45 39 454
Ms. JI Xiuli /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 128 25 13 166
Mr. LI Haizhe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 123 14 17 154
Mr. FU Haibin
(Note (xii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 1–– 2 1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294 4,131 744 306 5,475
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 338 ---
Y ear ended 31 December 2024
Director Fees
Basic salaries,
allowances and
other benefits
Performance-
based Bonus
Contributions
to retirement
benefit schemes Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. JIN Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,443 – 66 1,509
Mr. SUN Xiaole /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 945 660 66 1,671
Ms. LIU Aihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,116 660 66 1,842
Mr. TIAN Mingjun /H1118/H1118/H1118/H1118/H1118– 761 144 42 947
Independent non-
executive directors
Mr. QU Guangjie /H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Mr. CAI Meng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Ms. ZHANG Wei /H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Supervisors
Ms. YANG Qi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 369 99 – 468
Ms. JI Xiuli /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 144 24 18 186
Mr. LI Haizhe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 121 5 18 144
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300 4,899 1,592 276 7,067
Y ear ended 31 December 2025
Director Fees
Basic salaries,
allowances and
other benefits
Performance-
based Bonus
Contributions
to retirement
benefit schemes Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. JIN Xin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,246 960 68 2,274
Mr. SUN Xiaole /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,142 1,010 68 2,220
Ms. LIU Aihua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,105 1,024 68 2,197
Mr. LI Xin ( Note vi ) /H1118/H1118/H1118/H1118 – 524 590 34 1,148
Mr. JIANG Haitao
(Note vii ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 190 192 29 411
Mr. TIAN Mingjun
(Note ii ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 516 475 21 1,012
Independent non-
executive directors
Mr. QU Guangjie /H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Mr. CAI Meng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Ms. ZHANG Wei /H1118/H1118/H1118/H1118/H1118/H11181 0 0––– 1 0 0
Ms. LU Qiannan
(Note viii ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 7––– 4 7
Supervisors
Ms. YANG Qi ( Note xiv ) /H1118 – 213 130 24 367
Ms. JI Xiuli (Note xv ) /H1118/H1118/H1118 –7 52 01 2 1 0 7
Mr. LI Haizhe (Note xvi) /H1118/H1118 –6 61 01 08 6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347 5,077 4,411 334 10,169
Notes:
(i) Ms. LIU Aihua was appointed as executive director of the Company on 19 January 2023.
(ii) Mr. TIAN Mingjun was appointed as executive director of the Company on 19 January 2023, and
resigned on 24 June 2025.
(iii) Mr. QU Guangjie was appointed as independent non-executive director of the Company on 19 January
2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 339 ---
(iv) Ms. ZHANG Wei was appointed as independent non-executive director of the Company on 19 January
2023.
(v) Ms. YANG QI was appointed as supervisor of the Company on 27 April 2023.
(vi) Mr.LI Xin was appointed as executive director of the Company on 11 July 2025.
(vii) Mr. JIANG Haitao was appointed as executive director of the Company on 11 July 2025.
(viii) Ms.LU Qiannan was appointed as independent non-executive director of the Company on 11 July 2025.
(ix) Mr. JIANG Wei resigned as executive director of the Company on 18 January 2023.
(x) Mr. XU Feng resigned as independent non-executive director of the Company on 18 January 2023.
(xi) Ms. LI Shengnan resigned as independent non-executive director of the Company on 18 January 2023.
(xii) Mr. FU Haibin resigned as supervisor of the Company on 27 April 2023.
(xiii) Mr. ZHAO Yueqiang resigned as executive director of the Company on 18 January 2023.
(xiv) Ms. YANG Qi resigned as supervisor of the Company on 11 July 2025.
(xv) Ms. JI Xiuli resigned as supervisor of the Company on 11 July 2025.
(xvi) Mr. Li Haizhe resigned as supervisor of the Company on 11 July 2025.
16. FIVE HIGHEST PAID INDIVIDUALS
During the year ended 31 December 2023, 2024 and 2025, the five individuals with the highest emoluments
in the Group include 1, 3, and 3 directors of the Company, details of whose remuneration are set out in Note 15 above.
The emoluments of the five highest paid individuals during the Track Record Period were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,902 7,665 10,960
Retirement benefits scheme contributions /H1118/H1118/H1118/H1118/H1118316 332 341
6,218 7,997 11,301
The number of non-director highest paid employees whose remuneration fell within the following bands is as
follows:
Y ear ended 31 December
2023 2024 2025
HKD1,000,000 to HKD1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411
HKD1,500,000 to HKD2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HKD2,000,000 to HKD2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
422
During the Track Record Period, no emoluments were paid by the Group to the directors of the Company or
the five highest paid individuals (including directors and employees) as an inducement to join or upon joining the
Group or as compensation for loss of office. None of the directors of the Company have waived any emoluments
during the Track Record Period.
17. EARNINGS PER SHARE
(a) Basic earnings per share (“EPS”)
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the Track Record Period, excluding treasury shares held for share schemes
as these shares are not considered outstanding for EPS calculation purposes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 340 ---
The calculation of the basic earnings per share attribute to owners of the Company is based on the following
data:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Earnings for the purpose of calculating basic
earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,157 473,875 1,103,297
Number of shares:
Y ear ended 31 December
2023 2024 2025
Weighted average number of ordinary shares in
issue, excluding treasury shares held for
restricted share scheme as these shares are not
considered outstanding for the purpose of
calculating basic earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749,349 637,749,349 637,749,349
Basic EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.67 0.74 1.73
(b) Diluted earnings per share
The diluted earnings per share for the years ended 31 December 2023, 2024 and 2025 are the same as the basic
earnings per share as there are no dilutive potential ordinary shares during the Track Record Period.
18. DIVIDENDS
During the Track Record Period, the board of directors declared the final dividends as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Dividends attributable to the year
Interim dividend proposed and paid during the
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– – 54,846
Interim dividend per share in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 0.0860
Final dividend proposed after 31 December /H1118/H1118/H1118/H1118116,070 51,020 55,484
Final dividend per share in RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.1820 0.0800 0.0870
The final dividends of RMB0.1820 and RMB0.0800 per ordinary share (tax inclusive) in respect of the years
ended 31 December 2023 and 2024 were approved in 2024 and 2025 Annual General Meeting of the Group,
respectively.
The final dividends for the years ended 31 December 2022, 2023 and 2024 were declared and recognised as
a liability at declaration date and were paid during the years ended 31 December 2023, 2024 and 2025, respectively.
The final dividends for the years ended 31 December 2022, 2023 and 2024 were paid on 12 July 2023, 12 June 2024
and 23 June 2025, respectively.
The interim dividend of RMB0.0860 per ordinary share in respect of the six months period ended 30 June 2025
was declared and recognised as a liability at declaration date. The interim dividend for the six months period ended
30 June 2025 was paid on 28 October 2025.
The final dividend for the year ended 31 December 2025 of RMB0.0870 was proposed after 31 December 2025
and has not been recognised as a liability at the end of the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 341 ---
19. INVESTMENTS IN SUBSIDIARIES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
The Company
Investment in subsidiaries
– Unlisted shares, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,119,622 1,364,070 1,587,278
The amounts due to subsidiaries were unsecured, repayable on demand and interest-free.
The Company had direct and indirect equity interests in the following principal subsidiaries during the Track
Record Period:
As at 31 December
Name of subsidiaries
Date of incorporation/
establishment and
place of incorporation/
establishment
Authorised
shares/capital/
registered capital
2023 2024 2025
Principal
activitiesDirect Indirect Direct Indirect Direct Indirect
%%%%%%
ʮ̡
Penglai Dajin Offshore Heavy
Industry Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
12/14/2009, PRC RMB130,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡ Xing’an
League Dajin Heavy Industry
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
9/29/2019, PRC RMB50,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡
Zhangjiakou Dajin Wind Power
Equipment Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118
3/18/2020, PRC RMB50,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡
Xilingol League Jinsheng Wind
Power Equipment Co., Ltd. /H1118/H1118/H1118
5/22/2024, PRC RMB500,000 N/A N/A – 100.00 N/A N/A Manufacturing
of Specialised
Equipment
ʮ̡
Datong Dajin Wind Power
Equipment Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118
6/16/2023, PRC RMB1,000,000 – 100.00 – 100.00 – 100.00 Manufacturing
of Specialised
Equipment
ʈ(๧̨)ʮ̡
Daikin Heavy Industries (Yantai)
Wind Power Co., Ltd. /H1118/H1118/H1118/H1118/H1118
1/28/2021, PRC RMB50,000,000 100.00 – 100.00 – N/A N/A Manufacturing
of Specialised
Equipment
ʮ
̡ Yangjiang Dajin Wind Power
Offshore Engineering
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
3/7/2022, PRC RMB50,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡
Zhangjiakou Dajin Wind Power
Blade Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
5/10/2022, PRC RMB100,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ப΂ʮ̡ Dajin
Heavy Industry Europe GmbH /H1118
1/24/2020, Germany EUR750,000 100.00 – 100.00 – 100.00 – Sales of
Specialised
Equipment
ப΂ʮ̡ Dajin
Heavy Industry Poland
S P .ZOO . /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11/10/2021, Poland PLN220,000 – 100.00 – 100.00 – 100.00 Sales of
Specialised
Equipment
ʮ̡
Beijing Jinyin Capital
Management Co., Ltd. /H1118/H1118/H1118/H1118/H1118
11/19/2012, PRC RMB200,000,000 100.00 – 100.00 – 100.00 – Business
Services
ʮ̡
Changwu Jinyin Electric Power
New Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118
3/3/2020, PRC RMB141,950,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Changwu Xiliujiazi Electric
Power New Energy Co., Ltd. /H1118/H1118
3/25/2020, PRC RMB158,900,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Zhangjiakou Jinmian New
Energy Technology Co., Ltd. /H1118/H1118
12/5/2023, PRC RMB10,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 342 ---
As at 31 December
Name of subsidiaries
Date of incorporation/
establishment and
place of incorporation/
establishment
Authorised
shares/capital/
registered capital
2023 2024 2025
Principal
activitiesDirect Indirect Direct Indirect Direct Indirect
%%%%%%
ʮ̡ Shangyi
County Jinyi Energy Co., Ltd. /H111812/6/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Zhangjiakou Jinbo New Energy
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
4/1/2021, PRC RMB10,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡ Shangyi
Jinshuo New Energy Co., Ltd. /H1118
4/8/2021, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Jinjing New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
12/5/2023, PRC RMB10,000,000 – 100.00 – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian District
Jinqi Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118
12/6/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Jinyong New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
12/5/2023, PRC RMB10,000,000 – 100.00 – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian District
Jinzai Energy Co., Ltd. /H1118/H1118/H1118/H1118
12/6/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Chengji New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
7/16/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Fengnan Yingjing
New Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118
7/17/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Chengxu New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
5/8/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian Xiangling
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
5/10/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Chengshuo New
Energy Technology Co., Ltd. /H1118/H1118
5/8/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian Xianghong
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
5/10/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Chengchi New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
5/8/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Caofeidian Xiangchen
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
5/10/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 343 ---
As at 31 December
Name of subsidiaries
Date of incorporation/
establishment and
place of incorporation/
establishment
Authorised
shares/capital/
registered capital
2023 2024 2025
Principal
activitiesDirect Indirect Direct Indirect Direct Indirect
%%%%%%
ʮ̡
Tangshan Chengche New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
5/9/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian Xiangdi
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
5/11/2024, PRC RMB5,000,000 N/A N/A – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Jinyin New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
11/30/2022, PRC RMB50,000,000 – 100.00 – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian District
Jinrui Energy Co., Ltd. /H1118/H1118/H1118/H1118
6/7/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡
Beijing Jinyu New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
11/16/2022, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Wenshui County Jinyin New
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
6/13/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ʮ̡ Shanxi
Jinlu New Energy Co., Ltd. /H1118/H1118
3/28/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Jinji New Energy Co., Ltd. In
Jiaocheng County, Shanxi
Province /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
3/29/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Jiaocheng Jinneng New Energy
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
12/3/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Solar Power
Generation
ʮ̡ Shanxi
Jinjin New Energy Co., Ltd. /H1118/H1118
3/27/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Shanxi Pingyao Jinjing New
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
4/7/2024, PRC RMB5,000,000 N/A N/A – 100.00 N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Tangshan Jinduo New Energy
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
7/24/2023, PRC RMB50,000,000 – 100.00 – 100.00 – 100.00 Technology
Promotion and
Application
Services
ʮ̡
Tangshan Caofeidian District
Jinhong Energy Co., Ltd. /H1118/H1118/H1118/H1118
8/2/2023, PRC RMB5,000,000 – 100.00 – 100.00 – 100.00 Electricity,
Heat
Production
and Supply
ږ(ݵ)ʮ̡ Dajin
(Tianjin) Shipping Co., Ltd. /H1118/H1118
7/3/2023, PRC RMB20,000,000 100.00 – 100.00 – 100.00 – Water
Transport
Services
ʮ̡ Tianjin
Jinhang Shipping Leasing Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
7/7/2023, PRC RMB20,000,000 – 100.00 – 100.00 – 100.00 Leasing
Services
ʮ̡ Tianjin
Jinhang Ship Leasing Co., Ltd. /H1118
7/14/2023, PRC RMB15,000,000 – 100.00 – 100.00 – 100.00 Leasing
Services
ʮ̡ Tianjin
Jinfan Shipping Leasing Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
7/19/2024, PRC RMB20,000,000 N/A N/A – 100.00 – 100.00 Leasing
Services
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December
Name of subsidiaries
Date of incorporation/
establishment and
place of incorporation/
establishment
Authorised
shares/capital/
registered capital
2023 2024 2025
Principal
activitiesDirect Indirect Direct Indirect Direct Indirect
%%%%%%
ʮ̡ Tianjin
Jinda Ship Leasing Co., Ltd. /H1118/H11187/23/2024, PRC RMB20,000,000 N/A N/A – 100.00 – 100.00 Leasing
Services
ʮ̡ Tianjin
Jinyin Heavy Industry Co., Ltd. /H1118
5/7/2024, PRC RMB5,000,000 N/A N/A 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ப΂ʮ̡
Fuxin Dajin Wind Power Blade
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
6/4/2020, PRC RMB5,000,000 100.00 – 100.00 – N/A N/A Manufacturing
of Specialised
Equipment
ༀ(Ԫʆ)ʮ̡
Dajin New Energy Heavy
Equipment (Rushan) Co., Ltd. /H1118
12/13/2021, PRC RMB1,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡ Panjin
Dajin Ocean Engineering Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
12/29/2022, PRC RMB50,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ̡
Ningbo Jinyin Heavy Industry
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118
3/23/2023, PRC RMB50,000,000 100.00 – 100.00 – 100.00 – Manufacturing
of Specialised
Equipment
ʮ
̡ Tangshan Dajin Ocean
Engineering Equipment
Manufacturing Co., Ltd. /H1118/H1118/H1118/H1118
4/11/2023, PRC RMB450,000,000 – 100.00 – 100.00 – 100.00 Manufacturing
of Specialised
Equipment
ʮ̡ Tangshan
Dajin Logistics Co., Ltd. /H1118/H1118/H1118/H1118
9/8/2023, PRC RMB50,000,000 – 100.00 – 100.00 – 100.00 Transport
Agency
Services
ʮ̡ Dajin
Heavy Industry Hong Kong
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11/6/2024, Hong Kong USD1,000,000 N/A N/A 100.00 – 100.00 – Trade and
Consultancy
Services
ߥږ(ɪऎ)ʮ̡ Jinyin
(Shanghai) Shipping Co., Ltd. /H1118
4/29/2025, PRC RMB5,000,000 N/A N/A N/A N/A 100.00 – Freight
Transport
Services
ٰ(ಥ)ʮ̡ Dajin
Offshore Wind Holdings (HK)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
9/11/2025, Hong Kong USD1 N/A N/A N/A N/A 100.00 – Investment
Holdings
ʮ̡ Dajin
Global Shipping Limited /H1118/H1118/H1118/H1118
10/6/2025, Hong Kong USD5,000,000 N/A N/A N/A N/A 100.00 – International
Maritime
Freight
Transport and
Agency
Services
ٰ(ಥ)ʮ̡ Dajin
International Holdings (HK)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
9/4/2025, Hong Kong USD1 N/A N/A N/A N/A 100.00 – Investment
Holdings
ٰ(ಥ)ʮ̡ Dajin
Shipping Holdings (HK)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
9/11/2025, Hong Kong USD1 N/A N/A N/A N/A 100.00 – Investment
Holdings
ʮ̡ Dajin
Union Shipping Limited /H1118/H1118/H1118/H1118
9/22/2025, British
Virgin Islands
USD500,000 N/A N/A N/A N/A 100.00 – Investment
Holdings
ʮ̡ Tianjin
Jintai Chuanbo Lease Co., Ltd /H1118
9/5/2025, PRC RMB20,000,000 N/A N/A N/A N/A – 100.00 Leasing
Services
ʮ̡ Tianjin
Jinxiang Chuanbo Lease Co.,
Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
9/5/2025, PRC RMB20,000,000 N/A N/A N/A N/A – 100.00 Leasing
Services
ப΂ʮ
̡ Changwu Dajin Wind Power
Equipment Manufacturing Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
6/5/2020, PRC RMB100,000,000 100.00 – N/A N/A N/A N/A Sales of
Specialised
Equipment
ʮ̡
Yingkou Dajin Ocean
Engineering Co., Ltd. /H1118/H1118/H1118/H1118/H1118
9/12/2023, PRC RMB10,000,000 100.00 – N/A N/A N/A N/A Manufacturing
of Specialised
Equipment
ʈ(๧̨)ʮ̡
Daikin Heavy Industries (Yantai)
Offshore Wind Power Co., Ltd. /H1118
1/28/2021, PRC RMB20,000,000 – 100.00 N/A N/A N/A N/A Manufacturing
of Specialised
Equipment
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 345 ---
As at 31 December
Name of subsidiaries
Date of incorporation/
establishment and
place of incorporation/
establishment
Authorised
shares/capital/
registered capital
2023 2024 2025
Principal
activitiesDirect Indirect Direct Indirect Direct Indirect
%%%%%%
ʮ̡
Zhangwu Jinke Electric New
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
2/27/2020, PRC RMB100,000,000 – 100.00 N/A N/A N/A N/A Wind Power
Generation
ʮ̡
Changwu Ping’an Electric New
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
4/16/2021, PRC RMB10,000,000 – 100.00 N/A N/A N/A N/A Electricity,
Heat
Production
and Supply
ʮ̡
Zhangwu Jinzhi Electric New
Energy Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
2/27/2020, PRC RMB100,000,000 – 100.00 N/A N/A N/A N/A Wind Power
Generation
ʮ̡
Zhangwu Weizigou Electric
Power New Energy Co., Ltd. /H1118/H1118
4/1/2020, PRC RMB10,000,000 – 100.00 N/A N/A N/A N/A Hydropower
Generation
ʮ̡ Yantai
Jinyin New Energy Co., Ltd. /H1118/H1118
6/15/2021, PRC RMB10,000,000 – 100.00 N/A N/A N/A N/A Technology
Promotion and
Application
Services
ʮ̡ Dalian
Dajin Zhuoyuan Heavy Industry
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
12/1/2017, PRC RMB9,810,000 – 51.00 0.10 – 0.10 – Manufacturing
of Metal
Structures
Notes:
i. The English names of the subsidiaries registered in the Chinese Mainland of the PRC represent the best efforts
made by management of the Company to translate their Chinese names as they do not have official English
names.
ii. All of the subsidiaries adopted 31 December as their financial year end date.
* The statutory financial statements of certain subsidiaries in the Chinese Mainland of the PRC for the years
ended 31 December 2023, 2024 and 2025 were prepared in accordance with relevant accounting principles and
financial regulations applicable in the PRC and were audited by BDO China Shu Lun Pan Certified Public
Accountants LLP.
20. PROPERTY, PLANT AND EQUIPMENT
Properties
and plants Machinery
Transportation
equipment
Port facilities
and auxiliary
facilities Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Group
Cost
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118422,182 566,380 17,251 299,723 33,803 1,339,339
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118608 2,967 1,361 – 2,673 7,609
Transferred from construction
in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118169,926 400,158 2,473 10,896 9,652 593,105
Disposals and written off /H1118/H1118/H1118 – – (165) – (580) (745)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,716 969,505 20,920 310,619 45,548 1,939,308
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,315 1,242 2,859 8,858 15,800 58,074
Transferred from construction
in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,091 554,576 – – 13,231 803,898
Disposals and written off /H1118/H1118/H1118(482) (6,824) (1,301) – (734) (9,341)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857,640 1,518,499 22,478 319,477 73,845 2,791,939
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,706 13,862 848 324 6,378 23,118
Transferred from construction
in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171,619 786,318 – – 15,073 973,010
Disposals and written off /H1118/H1118/H1118(75) (247) (464) – (109) (895)
As at 31 December 2025 /H1118/H1118/H1118/H11181,030,890 2,318,432 22,862 319,801 95,187 3,787,172
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 346 ---
Properties
and plants Machinery
Transportation
equipment
Port facilities
and auxiliary
facilities Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated depreciation
and impairment
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118100,510 158,044 10,444 15,931 13,380 298,309
Provided for the year /H1118/H1118/H1118/H1118/H1118/H111821,656 42,112 1,643 5,797 5,674 76,882
Write back on disposal /H1118/H1118/H1118/H1118/H1118– – (88) – (552) (640)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,166 200,156 11,999 21,728 18,502 374,551
Provided for the year /H1118/H1118/H1118/H1118/H1118/H111827,570 63,912 1,738 6,172 15,621 115,013
Write back on disposal /H1118/H1118/H1118/H1118/H1118– (5,488) (1,130) – (274) (6,892)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118149,736 258,580 12,607 27,900 33,849 482,672
Provided for the year /H1118/H1118/H1118/H1118/H1118/H111833,469 85,917 566 6,183 12,064 138,199
Write back on disposal /H1118/H1118/H1118/H1118/H1118(22) (57) (193) – (98) (370)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 24,696 605 – 9,026 34,327
As at 31 December 2025 /H1118/H1118/H1118/H1118183,183 369,136 13,585 34,083 54,841 654,828
Net book value
As at 31 December 2023 /H1118/H1118/H1118/H1118470,550 769,349 8,921 288,891 27,046 1,564,757
As at 31 December 2024 /H1118/H1118/H1118/H1118707,904 1,259,919 9,871 291,577 39,996 2,309,267
As at 31 December 2025 /H1118/H1118/H1118/H1118847,707 1,949,296 9,277 285,718 40,346 3,132,344
Impairment of Property, Plant and Equipment
During the year ended 31 December 2025, the Group and the Company recognised impairment losses of
RMB34,327,000 and RMB8,516,000, respectively, in respect of certain property, plant and equipment. This loss was
identified following a significant reduction in production of domestic onshore wind power equipment, which led to
the permanent idling of specific production assets with no plans for reactivation.
As these assets are no longer in use and there is no intention to return them to service, the impairment
assessment was performed at the individual asset level. Given the absence of future cash flows from continued use,
the value in use was considered nil, and the recoverable amounts of these assets was determined based on their fair
value less costs of disposal.
The fair value measurement of the impaired property, plant and equipment, for the purpose of determining fair
value less costs of disposal, is categorised within Level 3 of the fair value hierarchy (as defined in Note 47). This
classification is due to the use of significant unobservable inputs which require significant judgement, primarily in
assessing the appropriate comparable second-hand market prices or scrap values for similar assets, and in estimating
costs to sell.
As a result of the impairment assessment, impairment losses of RMB34,327,000 and RMB8,516,000 were
recognised in the Group and the Company’s profit or loss within ‘impairment losses’ to write down the carrying
amounts of respective impaired assets to their recoverable amounts of RMB17,212,000 and RMB8,516,000,
respectively.
Properties and
plants Machinery
Transportation
equipment Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Company
Cost
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,734 77,949 9,850 1,237 190,770
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855 230 56 35 376
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,789 78,179 9,906 1,272 191,146
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857 121 – 101 279
Disposals and written off /H1118/H1118/H1118/H1118/H1118/H1118– (5,111) (597) – (5,708)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101,846 73,189 9,309 1,373 185,717
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–9––9
Disposals and written off /H1118/H1118/H1118/H1118/H1118/H1118– (5,706) (1,681) (670) (8,057)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118101,846 67,492 7,628 703 177,669
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 347 ---
Properties and
plants Machinery
Transportation
equipment Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated depreciation and
impairment
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,481 49,611 5,467 1,021 94,580
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,165 3,014 666 94 7,939
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,646 52,625 6,133 1,115 102,519
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,157 2,976 640 87 7,860
Disposals and written off /H1118/H1118/H1118/H1118/H1118/H1118– (4,776) (518) – (5,294)
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,803 50,825 6,255 1,202 105,085
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,008 2,886 591 64 7,549
Disposals and written off /H1118/H1118/H1118/H1118/H1118/H1118– (3,616) (1,510) (638) (5,764)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,911 605 – 8,516
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H111850,811 58,006 5,941 628 115,386
Net book value
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H111859,143 25,554 3,773 157 88,627
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H111855,043 22,364 3,054 171 80,632
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H111851,035 9,486 1,687 75 62,283
The Group has pledged certain property, plant and equipment with the following carrying amounts to secure
borrowings granted to the Group. Details of the Group’s assets pledged for the Group’s borrowings are disclosed in
Note 41 to the Historical Financial Information.
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Properties and plants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,442 – –
21. CONSTRUCTION IN PROGRESS
Total
RMB’000
Group
Cost
As 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/H1118902,948
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/H1118527,095
Transfer to 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(593,105)
As at 31 December 2023 and 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/H1118836,938
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/H1118709,763
Transfer to 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(803,898)
As at 31 December 2024 and 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/H1118742,803
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/H11181,829,219
Transfer to 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(973,010)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,732)
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/H11181,597,280
Accumulated impairment
As at 1 January 2023, 31 December 2023 and
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/H1118–
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,867
As at 31 December 2024, 1 January 2025 and 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,867
Net book value
As 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/H1118836,938
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/H1118707,936
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/H11181,562,413
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 348 ---
Total
RMB’000
Company
Cost
As 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/H111839,416
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/H11181,222
As at 31 December 2023 and 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/H111840,638
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/H11181,263
As at 31 December 2024, 1 January 2025 and 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,901
Accumulated impairment
As at 1 January 2023, 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,867
As at 31 December 2024, 1 January 2025 and 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,867
Net book value
As 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/H111840,638
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/H11187,034
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/H11187,034
Construction in progress comprises construction of port facilities projects, wind and photovoltaic power
generation projects and ships construction projects.
As at 31 December 2024, management determined that the carrying amount of the construction in progress
related to a manufacturing plants construction project (the “Construction Project”) exceeded its recoverable amount.
This impairment was identified as a result of management’s strategic decision to cease development of the project
due to the perceived limited profitability. Consequently, construction activities on the Construction Project were
halted. The carrying amounts of the construction in progress of the Construction Project were fully impaired for
during the year ended 31 December 2024.
22. INTANGIBLE ASSETS
Patent Computer software Total
RMB’000 RMB’000 RMB’000
Group
Cost
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,163 1,709 14,872
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/H111865 569 634
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,228 2,278 15,506
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– 111 111
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 13,228 2,389 15,617
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– 3,221 3,221
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,228 5,610 18,838
Accumulated amortisation
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,134 1,112 9,246
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,126 187 1,313
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,260 1,299 10,559
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057 305 1,362
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 10,317 1,604 11,921
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118938 727 1,665
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,255 2,331 13,586
Net book value
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,968 979 4,947
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,911 785 3,696
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,973 3,279 5,252
APPENDIX I ACCOUNTANTS’ REPORT
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Patent Computer software Total
RMB’000 RMB’000 RMB’000
Company
Cost
As at 1 January 2023, 31 December 2023, 1
January 2024, 31 December 2024, 1 January
2025 and 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,100 370 12,470
Amortisation
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,676 214 7,890
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,019 26 1,045
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118 8,695 240 8,935
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118944 26 970
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 9,639 266 9,905
Provided for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118828 26 854
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,467 292 10,759
Net book value
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,405 130 3,535
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,461 104 2,565
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,633 78 1,711
23. RIGHT-OF-USE ASSETS
Details of the right-of-use assets recognised and movements during the years:
Group
Land use rights
S e aa r e au s e
rights
Land leased for
wind and
photovoltaic
power
generation
Right of
use of other
properties
leased for
own use Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118209,104 39,010 – 65,826 313,940
Acquisition of land use rights /H1118/H1118/H1118/H111852,54 5––– 52,545
Additions through entering of new
lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 89,707 89,707
Derecognition upon expiry of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (301) (301)
At 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118261,649 39,010 – 155,232 455,891
Disposal of land use rights /H1118/H1118/H1118/H1118/H1118(77,118) – – – (77,118)
Acquisition of land use rights /H1118/H1118/H1118/H111833,51 4––– 33,514
Acquisition of sea area use rights /H1118 – 37,676 – – 37,676
Additions through entering of new
lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 162,610 3,897 166,507
At 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218,045 76,686 162,610 159,129 616,470
Derecognition upon expiry of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (8,174) (8,174)
Disposal of land use rights /H1118/H1118/H1118/H1118/H1118(30,486) – – – (30,486)
Acquisition of land use rights /H1118/H1118/H1118/H111871,61 7––– 71,617
Acquisition of sea area use rights /H1118 – 65,782 – – 65,782
Additions through entering of new
lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 11,226 17,139 28,365
Reclassification due to change of
use /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,306 (37,276) – – (970)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,482 105,192 173,836 168,094 742,604
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 350 ---
Land use rights
S e aa r e au s e
rights
Land leased for
wind and
photovoltaic
power
generation
Right of
use of other
properties
leased for
own use Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated depreciation and
impairment:
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,848 8,849 – 12,415 41,112
Derecognition upon expiry of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (301) (301)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,056 806 – 18,234 25,096
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,904 9,655 – 30,348 65,907
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,362) – – – (4,362)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,130 1,406 5,224 17,428 30,188
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,672 11,061 5,224 47,776 91,733
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,778) – – – (1,778)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,008 1,985 7,658 17,847 33,498
Derecognition upon expiry of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (8,174) (8,174)
Derecognition upon reclassification
of sea area use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (970) – – (970)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H111831,902 12,076 12,882 57,449 114,309
Net book value:
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118235,745 29,355 – 124,884 389,984
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118190,373 65,625 157,386 111,353 524,737
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118263,580 93,116 160,954 110,645 628,295
During the year ended 31 December 2025, certain sea area use rights with gross amounts of RMB37,276,000
and accumulated depreciation of RMB970,000 was reclassified to land use rights with initial gross amounts
recognised of RMB36,306,000.
This reclassification resulted from a change in the substance of the underlying right. The Group completed land
reclamation activities on the specified sea area and subsequently applied for and was granted a land use right for the
newly formed land parcel. Consequently, the original right to use the sea area was effectively replaced by a new right
to use the land.
Company
Land use rights
Right of use of
other properties
leased for own use Total
RMB’000 RMB’000 RMB’000
Cost:
As at 1 January 2023, 31 December 2023,
1 January 2024, 31 December 2024, 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/H111865,088 8,175 73,263
Additions through entering of new lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,281 4,281
Derecognition upon expiry of lease contracts /H1118/H1118/H1118 – (8,174) (8,174)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,088 4,282 69,370
Accumulated depreciation and impairment:
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,361 227 12,588
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,306 2,725 4,031
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118 13,667 2,952 16,619
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,306 2,725 4,031
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 14,973 5,677 20,650
Derecognition upon expiry of lease contracts /H1118/H1118/H1118 – (8,174) (8,174)
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,306 2,535 3,841
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,279 38 16,317
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 351 ---
Land use rights
Right of use of
other properties
leased for own use Total
RMB’000 RMB’000 RMB’000
Net book value:
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,421 5,223 56,644
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,115 2,498 52,613
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,809 4,244 53,053
For the years ended 31 December 2023, 2024 and 2025, the Group leases various office premises, land use
rights and sea area use rights for its operations. Lease contracts are entered into for fixed term of more than 1 year
to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. In determining the lease term and assessing the length of the non-cancellable year, the Group applies the
definition of a contract and determines the year for which the contract is enforceable. The land use rights of the Group
and the Company are located in the Chinese Mainland of the PRC on the lease of 50 years. The leased land for wind
and photovoltaic power generation are located in Chinese Mainland of the PRC on the lease of 26 years.
Restrictions or covenants on lease
Lease liabilities of approximately RMB89,707,000, RMB166,507,000 and RMB28,365,000 are recognised
with related right-of-use assets of approximately RMB89,707,000, RMB166,507,000 and RMB28,365,000 as at 31
December 2023, 2024 and 2025, respectively. The lease agreements do not impose any covenants other than the
security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.
Leases committed
As at 31 December 2023, 2024 and 2025, the Group did not enter into any new leases for leased buildings and
machinery and equipment that have not yet commenced.
24. DEFERRED TAXATION
Group
The following is a summary of the deferred tax balances of the Group for financial reporting purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,849 74,601 145,654
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,209) (5,284) (6,245)
16,640 69,317 139,409
The followings are the major deferred tax assets and liabilities recognised and movements during the Track
Record Period:
Depreciation
allowance
Right-of-
use assets
Fair value
adjustments
of financial
assets at
FVTPL
Impairment
allowance
Unused
tax losses
Lease
liabilities
Unrealised
profit on
intra-group
transactions
Share–
based
payments
Deferred
income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January
2023 /H1118/H1118/H1118/H1118/H1118/H1118(19,614) (3,887) – 20,104 2,223 4,076 – 1,735 – 4,637
Credited/(charged) to
profit or loss /H1118/H1118/H1118 2,656 (25,296) (329) (278) 13,599 23,386 – (122) – 13,616
Charged to other
reserve /H1118/H1118/H1118/H1118/H1118 – – – – – – – (1,613) – (1,613)
As at 31 December
2023 and
1 January 2024 /H1118/H1118 (16,958) (29,183) (329) 19,826 15,822 27,462 – – – 16,640
Credited/(charged) to
profit or loss /H1118/H1118/H1118 1,919 (16,743) 329 12,063 34,295 19,036 1,778 – – 52,677
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 352 ---
Depreciation
allowance
Right-of-
use assets
Fair value
adjustments
of financial
assets at
FVTPL
Impairment
allowance
Unused
tax losses
Lease
liabilities
Unrealised
profit on
intra-group
transactions
Share–
based
payments
Deferred
income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December
2024 and
1 January 2025 /H1118/H1118 (15,039) (45,926) – 31,889 50,117 46,498 1,778 – – 69,317
Credited/(charged) to
profit or loss /H1118/H1118/H1118 449 (1,208) (70) (116) 25,674 (3,219) 28,819 – 19,763 70,092
As at 31 December
2025 /H1118/H1118/H1118/H1118/H1118/H1118(14,590) (47,134) (70) 31,773 75,791 43,279 30,597 – 19,763 139,409Note:
Deferred tax assets not recognised
Deferred tax assets should be recognised when it is probable that taxable profits or taxable temporary
differences will be available against which the deferred tax asset can be utilised. Temporary differences will not be
recognised as deferred tax assets if management estimates that they will not be recovered from taxable profits
generated from continuing operations in the foreseeable future.
As at 31 December 2023, 2024 and 2025, the Group has unused tax losses of RMB20,087,000,
RMB11,033,000 and RMB38,393,000, and deductible temporary difference of RMBNil, RMB34,867,000 and
RMB69,195,000, respectively, available for offset against future profits. No deferred tax asset has been recognised
for these tax losses and deductible temporary difference due to the unpredictability of future profit streams. Included
in unrecognised tax losses are losses of RMB20,087,000, RMB11,033,000 and RMB38,393,000, respectively, will
expire in 5 years from the respective dates of incurrence.
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Tax losses, if unused, will expire in
– 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/H11182 9 3––
– 2026 /H1118/H1118/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 7 7––
– 2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,682 71 66
– 2028 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,335 4,647 300
– 2029 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,315 11,527
– 2030 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 26,500
20,087 11,033 38,393
Company
The following is a summary of the deferred tax balances of the Company for financial reporting purposes:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,302 9,301 10,020
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 353 ---
The followings are the major deferred tax assets and liabilities recognised and movements during the Track
Record Period:
Depreciation
allowance
Right-of-use
assets
Fair value
adjustments
of financial
assets at
FVTPL
Impairment
allowance
Lease
liabilities
Share–
based
payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118(4,138) (1,192) – 8,669 1,081 1,735 6,155
Credited/(charged) to profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477 409 (329) (312) (363) (122) (240)
Charged to other reserve /H1118/H1118/H1118/H1118 –––– – (1,613) (1,613)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,661) (783) (329) 8,357 718 – 4,302
Credited/(charged) to profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551 409 329 4,042 (332) – 4,999
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,110) (374) – 12,399 386 - 9,301
Credited/(charged) to profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(927) (686) (70) 1,747 655 – 719
As at 31 December 2025 /H1118/H1118/H1118/H1118(4,037) (1,060) (70) 14,146 1,041 – 10,020
25. FINANCIAL ASSETS AND FINANCIAL LIABILITIES AT FAIR V ALUE
(a) Financial assets at FVTPL
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Financial assets at FVTPL – current
– Structured deposits (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118982,191 – 550,278
– Derivative financial instruments (Note (ii)) /H1118/H1118/H1118 21,482 – –
1,003,673 – 550,278
Company
Financial assets at FVTPL – current
– Structured deposits (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118982,191 – 550,278
Notes:
(i) Structured deposits
The Group and the Company entered into series of structured contracts with banks and other financial
institutions in the PRC. The investments are yield enhancement deposits with expected but not
guaranteed rates of return. The expected rates of return ranged from 1.42% to 2.55%, 1.42% to 2.55%
and 1.00% to 2.03%, per annum for the years ended 31 December 2023, 2024 and 2025, respectively,
which were determined by reference to the returns of the underlying investments. The directors of the
Company considered the structured deposits shall be classified as financial assets at FVTPL and the
amount paid for the structured deposits approximates its fair value at the end of each reporting period.
(ii) Derivative financial instruments
The Group also entered into several foreign exchange forward contracts with banks in order to manage
the Group’s foreign currency exposure in relation to EUR against RMB and did not elect to adopt hedge
accounting for those contracts. There was no such instruments as at 31 December 2024 and 2025. The
major terms of these contracts as at 31 December 2023 as follows:
Group
Outstanding
foreign currency
forward contracts
Average
strike rate
Foreign
currency
Notional
value
Assets at
fair value
EUR’000 RMB’000 RMB’000
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Buy EUR
Less than 3 months 7.35:1 48,000 331,526 21,482
Please also refer to Note 25(c) for details.
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 354 ---
(b) Financial assets at FVTOCI
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Financial assets at FVTOCI – current
Bills receivable measured at FVTOCI
(Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,715 254,167 361,882
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Financial assets at FVTOCI – current
Bills receivable measured at FVTOCI
(Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,392 103,242 130,790
Note:
(i) Certain bills held by the Group and the Company for the practice of discounting/endorsing to financial
institutions/suppliers before the bills maturity date were classified as “bills receivable measured at
FVTOCI” under financial assets at FVTOCI in the consolidated statements of financial position. At the
end of each reporting period, all the bills are with a maturity period of less than 12 months. The Group
and the Company consider the credit risk is limited because counterparties are financial institutions with
good credit standing and are highly likely to be paid, and the ECL are considered as insignificant.
Transfer of all derecognised financial assets
During the Track Record Period, the Group and the Company (i) endorsed certain bills receivable for
the settlement of trade and other payables; and (ii) discounted certain bills receivable to banks for raising of
cash. In the opinion of the directors, the Group and the Company have transferred the significant risks and
rewards relating to these bills receivable, and the Group’s and the Company’s obligations to the corresponding
counterparties were discharged in accordance with the commercial practice in the PRC and the risk of default
in payment of the endorsed and discounted bills receivable is low because all endorsed and discounted bills
receivable are issued and guaranteed by the reputable PRC banks. As a result, the relevant assets and liabilities
were not recognised in the Historical Financial Information.
The maximum exposure to the Group that may result from the default of these endorsed and discounted
bills receivable at the end of each reporting period are RMB795,763,000, RMB861,415,000 and
RMB994,345,000, respectively.
The maximum exposure to the Company that may result from the default of these endorsed and
discounted bills receivable at the end of each reporting period are RMB222,211,000, RMB296,597,000 and
RMB274,466,000, respectively.
(c) Financial liabilities at FVTPL
The Group’s derivative financial instruments are measured at fair value and are summarised below:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,482 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 355 ---
Note:
The Group also entered into several foreign exchange forward contracts with banks in order to manage the
Group’s foreign currency exposure in related to EUR against RMB and did not elect to adopt hedge accounting
for those contracts. There was no such instruments as at 31 December 2024 and 2025. The major terms of these
contracts as at 31 December 2023 as follows:
Group
Outstanding
foreign currency
forward contracts
Average
strike rate
Foreign
currency
Notional
value
Liabilities at
fair value
EUR’000 RMB’000 RMB’000
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sell EUR
Less than 3 months 7.35:1 48,000 331,526 (21,482)
The Group uses foreign exchange risk contracts to manage its exposure to foreign exchange rate fluctuations,
mainly to mitigate the currency risk of cash and cash equivalents that denominated in foreign currency.
26. INVENTORIES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342,366 390,509 343,400
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118703,022 788,114 602,562
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,142 743,403 735,714
Goods in transits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 162,453 498,826
Less: provision for inventory impairment /H1118/H1118/H1118/H1118/H1118 – – (5,935)
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/H11181,545,530 2,084,479 2,174,567
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,562 87,908 30,719
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,727 39,473 –
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118165,915 105,994 61,466
Less: provision for inventory impairment /H1118/H1118/H1118/H1118/H1118/H1118– – (5,935)
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/H1118323,204 233,375 86,250
27. TRADE AND BILLS RECEIV ABLES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
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/H11181,742,710 1,490,679 1,192,811
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,219 63,576 46,318
Total trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,783,929 1,554,255 1,239,129
Less: allowance for impairment
– Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(113,273) (181,057) (135,495)
– Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,031) (3,988) (2,548)
Total allowance for impairment for trade and
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,304) (185,045) (138,043)
Total trade and bills receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,669,625 1,369,210 1,101,086
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 356 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118726,107 619,231 174,980
– Related parties (note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280,617 111,000 90,638
1,006,724 730,231 265,618
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 36,993 2,400
Total trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,006,724 767,224 268,018
Less: allowance for impairment
– Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,493) (71,709) (45,901)
– Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,162) (1,200)
Total allowance for impairment for trade and
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,493) (74,871) (47,101)
Total trade and bills receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118954,231 692,353 220,917
Note: All the trade receivables from related parties were receivables from the subsidiaries of the Company.
Certain trade and bills receivables are pledged as security for the Group’s borrowings, details are disclosed in
Note 41 to the Historical Financial Information.
The Group generally allows a credit period of generally 30-180 days to its customers. The following is aging
analysis of trade and bills receivables (net of allowance for impairment losses), presented based on the dates of
revenue recognition, at the end of each financial period during the Track Record Period:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
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/H11181,149,484 820,095 933,229
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/H1118577,029 339,941 67,049
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/H111847,090 367,601 92,423
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/H111810,326 26,618 146,428
1,783,929 1,554,255 1,239,129
Less: loss allowance for trade and 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(114,304) (185,045) (138,043)
1,669,625 1,369,210 1,101,086
Movements in lifetime ECL that have been recognised for trade and bills receivables in accordance with the
simplified approach set out in IFRS 9 for the years ended 31 December 2023, 2024 and 2025:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,027) (114,304) (185,045)
(Provision)/reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(277) (70,741) 47,002
At the end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,304) (185,045) (138,043)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 357 ---
The Company generally allows a credit period of generally 30-180 days to its customers. The following is
aging analysis of trade and bills receivables (net of allowance for impairment losses), presented based on the dates
of revenue recognition, at the end of each financial period during the Track Record Period:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118747,846 442,560 158,895
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/H1118234,267 187,930 9,929
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/H111814,941 132,120 46,808
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/H11189,670 4,614 52,386
1,006,724 767,224 268,018
Less: loss allowance for trade and 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(52,493) (74,871) (47,101)
954,231 692,353 220,917
Movement in lifetime ECL that has been recognised for trade and bills receivables of the Company in
accordance with the simplified approach set out in IFRS 9 for the years ended 31 December 2023, 2024 and 2025:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(46,833) (52,493) (74,871)
(Provision)/reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,660) (22,378) 27,770
At the end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,493) (74,871) (47,101)
28. PREPAYMENTS AND OTHER RECEIV ABLES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Non-current
Prepayment on construction and equipment /H1118/H1118/H1118/H1118 1,790 196,453 527,091
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,175 10,000 10,000
113,965 206,453 537,091
Current
Prepayments (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118291,472 558,202 440,469
Deposits paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,214 34,219 44,913
Consideration receivables from disposal of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,801 – 4,500
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,758 632
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,000 10,000
Listing expenses to be deducted from equity /H1118/H1118/H1118 – – 15,952
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,132 818 8,551
Other tax receivables (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,205 237,261 602,782
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,282) (3,612) (697)
516,542 879,646 1,127,102
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/H1118630,507 1,086,099 1,664,193
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 358 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Non-current
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,175 10,000 –
Current
Prepayments (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,464 40,857 7,154
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,189
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,485,871 3,112,165 3,347,945
Deposits paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,040 30,462 13,422
Interest receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,758 632
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,000 10,000
Listing expenses to be deducted from equity /H1118/H1118/H1118 – – 15,952
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,206 – 7,178
Other tax receivables (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,193 7,347 1,242
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,044) (2,776) (52)
1,556,730 3,240,813 3,405,662
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/H11181,668,905 3,250,813 3,405,662
Notes:
(i) Prepayments mainly represent the amount paid to suppliers of inventories to secure the inventory supply.
These advance payments are expected to be realised within twelve months from the end of the reporting
period.
(ii) The amounts represent prepaid tax and surcharges levied.
The movements on the ECL allowance of deposits and other receivables are as follows:
Stage 1 Stage 2 Stage 3
RMB’000 RMB’000 RMB’000
Group
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,300) – (197)
Provision for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(785) – –
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118 (4,085) – (197)
Reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 7 0––
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 (3,415) – (197)
Reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,718 – 63
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 134
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(697) – –
Stage 1 Stage 2 Stage 3
RMB’000 RMB’000 RMB’000
The Company
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,393) – –
Provision for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(651) – –
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118 (2,044) – –
Provision for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(732) – –
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118 (2,776) – –
Reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,724 – –
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52) – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 359 ---
29. CASH AND BANK BALANCES AND RESTRICTED CASH
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Current assets
Pledged deposits (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,944 32,569 99,516
Cash and bank balances (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,901,629 2,836,454 2,855,774
1,960,573 2,869,023 2,955,290
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Current assets
Pledged deposits (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,828 28,832 7,430
Cash and bank balances (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,094,093 221,655 610,424
1,136,921 250,487 617,854
Notes:
(i) At the end of each reporting period, cash and bank balances of the Group comprised of bank balances
and cash held. Bank balances carried interest at prevailing market rates which are 0.75%, 0.05% and
0.05% per annum as at 31 December 2023, 2024 and 2025, respectively.
(ii) Certain restricted cash is pledged as security for the Group’s borrowings, details are disclosed in Note
41 to the Historical Financial Information.
30. TRADE AND BILLS PAYABLES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Trade payables
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345,159 414,577 463,672
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,053,286 1,139,590 1,039,516
1,398,445 1,554,167 1,503,188
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Trade payables
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118558,729 487,773 140,296
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,914 156,105 88,296
963,643 643,878 228,592
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 360 ---
The credit period granted by suppliers is generally within 90 days. The following is an aging analysis of our
trade and bills payables on the date of incurrence of payables as of dates indicated.
As of December 31
2023 2024 2025
RMB’000 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/H11181,351,436 1,485,594 1,466,133
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/H111840,063 39,843 20,847
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/H11181,031 22,061 10,604
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/H11185,915 6,669 5,604
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/H11181,398,445 1,554,167 1,503,188
31. CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,277 300,940 237,369
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,561) (22,205) (28,072)
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/H1118307,716 278,735 209,297
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,118 78,065 43,382
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,177) (5,015) (3,497)
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/H111820,941 73,050 39,885
Contract assets are primarily arise from manufacturing and sales of wind power equipment. Contract assets
represent the rights to receive considerations for the transfer of goods to customers that are not yet unconditional.
The Group allows customers to retain a certain percentage of the contract value in retention period. This
amount is included in “contract assets” as the Group’s entitlement to this final payment is conditional on the Group’s
satisfactory work until the end of retention period.
The expected timing of recovery or settlement for contract assets as at the end of the Track Record Period are
as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175,602 119,730 99,684
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144,675 181,210 137,685
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/H1118320,277 300,940 237,369
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 361 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,286 38,945 14,524
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,832 39,120 28,858
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/H111822,118 78,065 43,382
Details of the impairment assessment of contract assets are set out in Note 48.
(b) Contract liabilities
Contract liabilities represent the obligation to transfer goods to customers in consideration of payments
received or receivable from customers. Contract liabilities are incurred when the payment schedule agreed under the
contract is ahead of the performance of contract obligations.
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Contract liabilities
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118588,996 1,388,936 1,608,629
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Contract liabilities
– Third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,647 69,730 29,990
Changes in contract liabilities primarily relate to the Group’s and the Company’s performance of services
under the contracts. It is classified as current because the Group and the Company expected to settle them in its
normal operating cycle. Revenue of RMB621,229,000, RMB482,019,000 and RMB1,278,438,000 of the Group were
recognised for the years ended 31 December 2023, 2024 and 2025 that were included in the contract liabilities at the
beginning of the relevant years, respectively. Revenue of RMB112,512,000, RMB30,896,000 and RMB64,537,000 of
the Company were recognised for the years ended 31 December 2023, 2024 and 2025 that were included in the
contract liabilities at the beginning of the relevant years, respectively.
32. OTHER PAYABLES AND ACCRUALS
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group
Non-current
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,681 161,361 145,227
Current
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333,173 340,330 358,848
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,025 30,821 100,291
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,280 48,842 37,433
Retention money payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,263 35,345 58,425
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/H1118139 399 –
414,880 455,737 554,997
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 362 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Company
Non-current
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,681 108,681 108,681
Current
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,999 5,252 2,082
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,124 1,814 3,926
Other taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,840 11,340 6,283
Retention money /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,679 10,918 5,920
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,000 66,012 1,141,332
50,642 95,336 1,159,543
33. BORROWINGS
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current portion
Bank borrowings, secured (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,410 83,433 142,137
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H11189,770 – 468,642
472,180 83,433 610,779
Non-current portion
Bank borrowings, secured (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 264,968 1,265,173
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 16,960
– 264,968 1,282,133
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 348,401 1,892,912
Total current and non-current borrowings were scheduled to repay as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
On demand or within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 83,433 610,779
More than one year, but not exceeding
two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 60,693 172,466
More than two years, but not exceeding
five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 141,722 494,519
Over five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 62,553 615,148
472,180 348,401 1,892,912
The Group’s banking facilities do not contain any financial covenants. Accordingly, there are no covenant
compliance requirements or associated breach risks that would accelerate repayment of the loans classified as
non-current liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 363 ---
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Bank borrowings, secured (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,989 34,031 –
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 183,324
67,989 34,031 183,324
Non-current
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 16,960
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,989 34,031 200,284
Total current and non-current borrowings were scheduled to repay as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
On demand or within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,989 34,031 183,324
More than one year, but not exceeding two years /H1118 – – 16,960
67,989 34,031 200,284
The carrying amounts of the Group’s and the Company’s current interest-bearing bank borrowing approximate
to their fair values.
Notes:
(i) The Group has pledged certain collateral, including property, plant and equipment, right-of-use assets,
construction in progress, trade and bills receivables, bills receivables at FVTOCI, restricted cash and
future electricity tariff collection rights, to aggregate banking facilities acquired from the bankers (refer
to Note 41), of which RMB462,410,000, RMB348,401,000 and RMB1,407,310,000 were utilised as at
31 December 2023, 2024 and 2025 respectively.
(ii) At 31 December 2023, 2024 and 2025, the Group had banking facilities with no security to the extent
of RMB9,770,000, RMB Nil and RMB485,602,000, respectively. The aforesaid bank loans outstanding
as at 31 December 2023, 2024 and 2025 were RMB9,770,000, RMBNil and RMB485,602,000,
respectively.
34. LEASE LIABILITIES
As at 31 December
Group 2023 2024 2025
RMB’000 RMB’000 RMB’000
Total minimum lease payment
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,703 4,944 37,570
After 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,577 81,117 93,811
After 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,423 211,619 187,281
140,703 297,680 318,662
Less: Future interest expenses on lease liabilities /H1118 (21,831) (90,405) (86,703)
Present value of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,872 207,275 231,959
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 364 ---
As at 31 December
Company 2023 2024 2025
RMB’000 RMB’000 RMB’000
Total minimum lease payment
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/H11182,892 2,651 2,467
After 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,169 – 1,850
5,061 2,651 4,317
Less: Future interest expenses on lease liabilities /H1118 (272) (72) (153)
Present value of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,789 2,579 4,164
The following table shows the remaining contractual maturities of the Group’s and the Company’s lease
liabilities at the end of each reporting period:
As at 31 December
Group 2023 2024 2025
RMB’000 RMB’000 RMB’000
Present value of minimum lease payments:
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,779 4,190 33,627
After 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,671 50,196 84,238
After 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,422 152,889 114,094
118,872 207,275 231,959
Less: portion due within one year included under
current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,779) (4,190) (33,627)
Portion due after one year included under
non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,093 203,085 198,332
As at 31 December
Company 2023 2024 2025
RMB’000 RMB’000 RMB’000
Present value of minimum lease payments:
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,692 2,579 2,356
After 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,097 – 1,808
4,789 2,579 4,164
Less: portion due within one year included under
current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,692) (2,579) (2,356)
Portion due after one year included under
non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,097 – 1,808
The total cash outflows for the leases including short-term leases for the years ended 31 December 2023, 2024
and 2025 were RMB5,818,000, RMB87,287,000 and RMB25,516,000, respectively.
35. DEFERRED INCOME
Group
Assets Related
RMB’000
Non-current
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/H1118179,523
Reclassified to current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,640)
At 31 December 2023 and 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/H1118174,883
Reclassified to current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,604)
Released upon termination of a government subsidy plan (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(48,058)
At 31 December 2024 and 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/H1118123,221
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,623
Reclassified to current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,604)
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/H1118199,240
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 365 ---
Assets Related
RMB’000
Current
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/H11184,640
Reclassified from non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,640
Release to 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/H1118/H1118/H1118/H1118/H1118(4,640)
At 31 December 2023 and 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/H11184,640
Reclassified from non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,604
Release to 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/H1118/H1118/H1118/H1118/H1118(3,604)
Released upon termination of a government subsidy plan (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,036)
At 31 December 2024 and 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/H11183,604
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,927
Reclassified from non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,604
Release to 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/H1118/H1118/H1118/H1118/H1118(3,604)
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/H11186,531
Notes:
(i) The amounts primarily consist of incentives provided by local authorities. These funds are recognised
as deferred income and systematically released to profit or loss over the estimated useful lives of the
related property, plant and equipment or the designated period. For grants related to expense, the
amounts received are recognised in profit or loss over the periods necessary to match them with the
related costs they are intended to compensate.
(ii) In 2021, a subsidiary of the Company acquired a land use right for the Construction Project, with
cumulative payments of RMB77,118,000. In the same year, the subsidiary received government grants
totaling RMB51,250,000 related to the Construction Project. The government grants were initially
recognised as deferred income and amortised to profit or loss over the useful life of the land use right.
During the year ended 31 December 2024, urban rebuilding plan, PRC government repurchased the land
use right with net carrying amounts of RMB72,756,000 with total consideration of RMB30,560,000 and
discharged the Group’s obligation to the deferred income with unamortised balance of RMB49,094,000.
As a result, the Group recognised a gain on disposal of land use right of RMB6,898,000.
36. PROVISIONS AND CONTINGENCIES
The Group provides standard warranties on products sold, assuring compliance with agreed specifications. No
material provision for warranty or after-sale service costs has been recognised as of the reporting dates, as estimated
settlement amounts are immaterial to the Historical Financial Information.
Litigation with China Gezhouba Group Electric Power Co., Ltd. (“GZB”)
In December 2025, GZB initiated a lawsuit against the Group’s subsidiary, CWX Electricity, in the Liaoning
Fuxin Intermediate Court. GZB claimed outstanding contract payments of RMB496.4 million and contract variation
charges of RMB76.2 million, plus interest, related to a contract for a wind farm project. GZB also applied for
property preservation, resulting in the freezing of certain bank deposits and equity interests held by the Group’s
subsidiaries.
Subsequently, in December 2025, CWX Electricity filed a counterclaim against GZB, seeking compensation
of approximately RMB128.7 million for alleged breaches of contract, unresolved engineering defects, and failure to
complete required project certifications, which have prevented the final completion settlement.
The first court hearing was held in January 2026. The Group, based on internal assessment and legal advice,
contends that a significant portion of the settlement amount claimed by GZB relates to works not performed by GZB
and the supporting documentation for the variation claims lacks credibility. The Group is actively defending its
position and pursuing its counterclaim.
As at 31 December 2025, and up to the date these accountant’s report were authorised for issue, the court has
not issued a verdict. Considering the strong grounds for dispute, the existence of the counterclaim, and the
preliminary stage of the legal proceedings, the Group concludes that it is not probable that an outflow of economic
benefits will be required to settle this matter. Accordingly, no provision has been made in the financial statements
in respect of this litigation.
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 366 ---
37. SHARE CAPITAL AND TREASURY SHARES
(a) Share Capital
Number of
ordinary shares Authorised shares
Issued and paid
shares
RMB’000 RMB’000
Group and Company
Ordinary shares of RMB1.00 each
As at 31 December 2023, 2024 and 2025 /H1118/H1118/H1118/H1118/H1118637,749,349 637,749 637,749
(b) Treasury Shares
Group and Company
Y ear ended 31 December
2023 2024 2025
Number of
shares RMB’000
Number of
shares RMB’000
Number of
shares RMB’000
Balance brought forward /H1118/H1118/H1118/H1118300,000 843 ––––
Reversal upon fulfillment of
vesting conditions /H1118/H1118/H1118/H1118/H1118/H1118(300,000) (843) ––––
Balance carried forward /H1118/H1118/H1118/H1118––––––
38. RESERVES
Reserve movement of the Company:
Share
capital
Share
premium
Treasury
shares
PRC
statutory
reserve
Other
reserve
Retained
earnings
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at
1 January 2023 /H1118/H1118/H1118/H1118637,749 3,804,181 (843) 90,580 2,429 686,843 5,220,939
Profit for the year /H1118/H1118/H1118/H1118––––– 38,419 38,419
Total comprehensive
income for the year /H1118 ––––– 38,419 38,419
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1 6 3– 1 6 3
PRC tax effect on
share-based payment /H1118 – 868 – – (1,613) – (745)
Vesting of restricted
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 979 – – (979) – –
Derecognition of
repurchase liabilities
upon vesting of
restrict shares /H1118/H1118/H1118/H1118/H1118/H1118– – 843 – – – 843
Profit appropriation /H1118/H1118/H1118/H1118– – – 3,842 – (3,842) –
2022 final dividend
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (17,857) (17,857)
Balance as at
31 December 2023 /H1118/H1118637,749 3,806,028 – 94,422 – 703,563 5,241,762
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 367 ---
Share
capital
Share
premium
PRC statutory
reserve
Retained
earnings
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 94,422 703,563 5,241,762
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118– – – 38,913 38,913
Total comprehensive
income for the year /H1118/H1118/H1118 – – – 38,913 38,913
Profit appropriation /H1118/H1118/H1118/H1118/H1118– – 3,891 (3,891) –
2023 final dividend paid /H1118/H1118 – – – (116,070) (116,070)
Balance as at 31
December 2024 /H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 622,515 5,164,605
Share capital Share premium
PRC statutory
reserve
Retained
earnings
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at 1 January 2025 /H1118 637,749 3,806,028 98,313 622,515 5,164,605
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (16,978) (16,978)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (16,978) (16,978)
2024 final dividend paid /H1118/H1118/H1118/H1118/H1118– – – (51,020) (51,020)
2025 interim dividend paid /H1118/H1118/H1118 – – – (54,846) (54,846)
Balance as at 31 December
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 499,671 5,041,761
Notes:
(i) Share premium:
The amount represents capital contribution in excess of nominal value of share capital.
(ii) Treasury shares:
It represents the shares bought back by the Company which reduce the number of outstanding shares on
the open market.
(iii) PRC statutory reserve:
The amount represents the statutory reserve of the Company in the PRC. Pursuant to applicable PRC
regulations, PRC entity is required to appropriate 10% of its profit after tax (after offsetting prior year
losses) to the statutory reserve until such reserve reaches 50% of its registered capital. Transfers to this
reserve must be made before distribution of dividends to shareholders. Upon approval by relevant
authorities, the statutory reserve can be utilised to offset the accumulated losses or to increase the
paid-up capital of the relevant entity.
(iv) Exchange reserve:
The amount represents gains/losses arising from retranslating the net assets of foreign operations into
the presentation currency of the Group.
(v) Other reserve:
The amount represents the cumulative tax effect arising from temporary differences associated with
share-based payment transactions.
The PRC corporate income tax allows the tax deduction at vesting date for the difference between the
fair value per share at vesting date and the exercise price of the share awarded. The temporary difference
arising from the exceed of the above deductible amount over the intrinsic value of the share awarded
are recognised directly in other reserve. Other reserve does not constitute distributable profits.
(vi) Retained earnings:
The amount represents cumulative net gains and losses recognised in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 368 ---
39. SHARE-BASED PAYMENT
Restricted Share Scheme
The Company adopted the restricted share scheme for the primary purpose of attracting, retaining and
motivating the directors and employees of the Group.
2020 Restricted Share Incentive Plan
The Group adopted the 2020 Restricted Share Incentive Plan (“2020 Plan”), approved by shareholders on 1
July 2020, to further align employee incentives with long-term performance objectives. An initial grant of 1.00
million shares was awarded on 1 July 2020, at an exercise price of RMB2.81 per share. The 2020 Plan contains
vesting conditions, and vested in 3 tranches of 40%, 30% and 30% over fulfillment of 12, 24 and 36 months service
period, and also contains performance conditions based on compound annual growth in net profit attributable to
shareholders. All tranches under the 2020 Plan were fully vested on 27 September 2023. The forfeited unvested shares
due to employees failure to meet the performance conditions were repurchased and cancelled.
Set out below are details of the movements of the restricted shares granted under the 2017 Plan and 2020 Plan
during the Track Record Period:
Y ear ended 31 December
2023 2024 2025
Number Number Number
At beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,000 – –
Vested during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(300,000) – –
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
At end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
The fair value of the awarded shares at grant date was calculated based on the market price of the Company’s
shares at the respective grant date deducted by the respective exercise price.
During the year ended 31 December 2023, 2024 and 2025, the Company recognised expenses for the services
rendered during the vesting period under the Restricted Share Scheme of approximately RMB163,000, RMBNil and
RMBNil, respectively.
40. FINANCIAL GUARANTEE CONTRACT
The Group has not provided any financial guarantees to third parties as of the reporting dates.
41. PLEDGED ASSETS
At the end of each reporting period, the Group’s certain assets have been pledged to secure bills payables,
borrowings and banking facilities granted to the Group. The carrying amounts of the pledged assets of the Group at
the end of each reporting period are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,442 – –
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,660 – –
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 31,592 –
Bills receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,232 58,728 49,499
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,944 32,569 99,516
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 264,968 717,136
222,278 387,857 866,151
Note: The Group pledged a portion of its future electricity tariff collection rights of its wind farms as collateral
to provide security for certain bank loans. The subject matter of the pledge is the future trade receivables
generated under the power purchase and sale contract. As at 31 December 2023, 2024 and 2025, the
amounts of pledged future electricity tariff collection rights are RMB Nil, RMB264,968,000 and
RMB717,136,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 369 ---
42. DISPOSAL OF SUBSIDIARIES
On 16 July 2025, the Group, through Beijing Jinyin Capital Management Co., Ltd. which is a wholly-owned
subsidiary of the Company, entered into a sales and purchase agreement with an independent third party to dispose
100% equity interest in Tangshan Chengchi New Energy Technology Co., Ltd. (“TS Chengchi”) in consideration (net
of tax) of approximately RMB45,510,000. TS Chengchi holds an 100% owned subsidiary which is in the process of
application of solar energy power generation license. The transaction was completed on 23 July 2025 when the Group
lost its control on the group of subsidiaries being disposed.
An analysis of the financial information of the disposed company as at the date of disposal is as follows:
RMB’000
Net assets disposed of:
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118273
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118509
Add: Tax payable arising from the disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,547
Add: Gain on disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,454
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/H111845,510
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/H111841,010
Consideration receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,500
An analysis of the net inflow of cash and cash equivalents in respect of the disposal of the subsidiaries during
current and prior years is as follows:
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash inflows from collection of
consideration receivables in respect of
disposal of subsidiaries in prior years
Consideration received during the year /H1118/H1118/H1118/H1118/H1118/H1118/H111867,725 11,300 –
Net cash inflows from disposal of subsidiaries
during the year ended 31 December 2025
Cash and cash equivalents disposed of /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (273)
Consideration received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 41,010
Net outflows of cash and cash equivalents
included in cash flows from investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,725 11,300 40,737
43. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities arising from financing activities for the Track Record Period is as follows:
Borrowings Lease liabilities
RMB’000 RMB’000
As 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/H11181,389,138 27,176
Cash flows movements
Proceeds from bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,762 –
Repayment of bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(974,982) –
Interest paid for bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,677) –
Capital and interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (5,818)
(986,897) (5,818)
Non-cash flows movements
Finance cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,683 4,156
Finance cost capitalised in construction in progress /H1118/H1118/H1118/H1118/H1118/H111813,959 3,651
Entering of new lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 89,707
Settlement of construction fee payable with borrowings /H1118/H1118/H1118 46,297 –
69,939 97,514
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 118,872
APPENDIX I ACCOUNTANTS’ REPORT
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Borrowings Lease liabilities
RMB’000 RMB’000
Cash flows movements
Proceeds from bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354,401 –
Repayment of bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(470,429) –
Interest paid for bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,317) –
Capital and interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (87,287)
(120,345) (87,287)
Non-cash flows movements
Finance cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,291 4,342
Finance cost capitalised in construction in progress /H1118/H1118/H1118/H1118/H1118/H11181,812 4,841
Entering of new lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 166,507
Derecognition of borrowings and respective bills
receivables discounted to the bank upon maturity
(Note 43(b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,537) –
(3,434) 175,690
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,401 207,275
Cash flows movements
Proceeds from bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,853,127 –
Repayment of bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(282,156) –
Interest paid for bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,771) –
Capital and interest element of lease rentals paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (14,734)
1,539,200 (14,734)
Non-cash flows movements
Finance cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,957 5,243
Finance cost capitalised in construction in progress /H1118/H1118/H1118/H1118/H1118/H11186,933 5,810
Entering of new lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,365
Derecognition of borrowings and respective bills
receivables discounted to the bank upon maturity
(Note 43(b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(28,579) –
5,311 39,418
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/H11181,892,912 231,959
(b) Non-cash transactions
In addition to non-cash transactions disclosed in other notes to the Historical Financial Information, the Group
has following material non-cash transactions during the track record period:
Settlement of construction fee payable with borrowings
During the years ended 31 December 2023, certain construction fee amounting to RMB46,297,000, which were
related to construction of wind power equipments on CWX Dajin wind farm, were settled through finance
arrangements.
Derecognition of borrowings and respective bills receivables discounted to the bank upon maturity
Certain bills receivables held by the Group and the Company were discounted to financial institutions before
maturity dates for raising of cash. Those bills receivables discounted did not fulfil the derecognition criteria, and
continue to be recognised as bills receivable of the Group. The amounts of cash raised from discounting of those bills
receivables were recognised as borrowings of the Group. Those borrowings and respective bills discounted were
derecognised simultaneously at maturity of the bills receivables when the financial institutions get payment from the
issuers of the bills.
During the years ended 31 December 2023, 2024 and 2025, certain borrowings amounting to RMBNil,
RMB6,537,000 and RMB28,579,000, respectively, resulted from above bills discounting were derecognised with
same amounts of bills receivables at maturity date.
APPENDIX I ACCOUNTANTS’ REPORT
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44. COMMITMENTS
(a) Capital commitments
At the end of each reporting period, capital commitments contracted but not provided for in the Historical
Financial Information are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted, but not provided for, net of
deposit/investment paid:
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,329 627,914 2,981,089
45. RELATED PARTY TRANSACTIONS AND BALANCES
Except for compensation to key management personnel, the Group had no material related party transactions
during the reporting periods, and no material balances with related parties existed at the end of the reporting dates.
Compensation of key management personnel:
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group.
The remuneration of the directors of the Company and other members of key management of the Group during
the Track Record Period were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Directors’ fee, salaries and other benefits /H1118/H1118/H1118/H1118/H11185,169 6,791 9,835
Retirement benefit scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118306 276 334
5,475 7,067 10,169
The remuneration of key management is determined with reference to the performance of the individuals and
market trends.
46. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each financial instrument at the end of each reporting period are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at amortised costs
– trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,669,625 1,369,210 1,101,086
– deposit and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,653 96,600 64,689
– bank balances, deposit and cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,960,573 2,869,023 2,955,290
Financial assets at FVTPL
– structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118982,191 – 550,278
Financial assets at FVTOCI
– bills receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,715 254,167 361,882
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,482 – –
4,957,239 4,589,000 5,033,225
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 372 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities
Financial liabilities at amortised costs
– trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,398,445 1,554,167 1,503,188
– other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118361,575 376,074 417,273
– borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 348,401 1,892,912
– lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,872 207,275 231,959
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,482 – –
2,372,554 2,485,917 4,045,332
47. FAIR V ALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value in the consolidated statements of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability and
significance of inputs to the measurements, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, and not using significant unobservable inputs.
Level 3: significant unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the financial asset or liability is categorised in its entirety
is based on the lowest level of input that is significant to the fair value measurement.
Fair value hierarchy
As at 31 December 2023, 2024 and 2025, the financial assets and liabilities measured at fair value on a
recurring basis by the above three levels are analysed below:
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2023
Financial assets at FVTPL
Derivative financial instruments /H1118/H1118/H1118 – 21,482 – 21,482
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 982,191 – 982,191
Financial assets at FVTOCI
Bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 289,715 – 289,715
– 1,293,388 – 1,293,388
Financial liabilities at FVTPL
Derivative financial instruments /H1118/H1118/H1118 – 21,482 – 21,482
At 31 December 2024
Financial assets at FVTOCI
Bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 254,167 – 254,167
At 31 December 2025
Financial assets at FVTPL
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 550,278 – 550,278
Financial assets at FVTOCI
Bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 361,882 – 361,882
– 912,160 – 912,160
During the Track Record Period, there was no transfer between Level 1 and Level 2 and no transfers into or
out of Level 3 for both financial assets and financial liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
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Valuation technique used to determine fair value
Assets subject to Level 2 fair value measurement were mainly included structured deposits and bills receivable
measured at FVTOCI are evaluated by market approach. With observable inputs from active market transaction prices
and adjusted by factors such as remaining maturity, credit quality and liquidity premium.
48. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The principal financial instruments of the Group comprise cash and cash equivalents and restricted cash, the
main purpose of which is to support for the operations of the Group. The Group has various other financial assets
and liabilities such as trade and bills receivables and trade and bills payables, which arise directly from its operations.
The risks of the Group’s financial instruments are mainly arising from foreign currency risk, price risk, interest
rate risk, credit risk and liquidity risk. The Group has entered into certain foreign exchange risk contracts and
commodity price risk contracts as set out in Note 25 to mitigate part of its foreign exchange exposure. The directors
review and agree policies for managing each of these risks and they are summarised below.
Foreign currency risk
Foreign currency risk refers to the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group is exposed to currency risks primarily through sales and purchases which give rise to receivables,
payables, interest-bearing borrowings and bank balances that are denominated in a foreign currency, i.e., a currency
other than the functional currency of the entities to which the transactions relate. The foreign currencies giving rise
to this risk are primarily Euro (“EUR”) and United States dollars (“USD”).
Foreign currency risk arises when future commercial transactions or recognised assets and liabilities are
denominated in a currency that is not the respective functional currency of the Group’s subsidiaries. To ensure the
currency risk exposure of the Group is kept to an acceptable level and seeks to minimise the gap between assets and
liabilities in the same currency, foreign exchange risk contracts are usually used to manage foreign currency risk
associated with foreign currency-denominated assets and liabilities.
As at 31 December 2023, 2024 and 2025, for the Group’s subsidiaries with RMB as the functional currency,
major monetary assets and liabilities exposed to foreign currency risk are listed below:
USD EUR
Other
currencies Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111891,443 145,449 24 236,916
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,359 93,365 – 181,724
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (6,650) – (6,650)
As at 31 December 2024
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118817,115 968,638 418 1,786,171
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,489 94,507 – 102,996
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (23,662) (13,624) (37,286)
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (52,680) – (52,680)
As at 31 December 2025
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111836,430 727,683 7,851 771,964
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,989 160,720 – 303,709
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(517) (32,073) – (32,590)
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (36,546) – (36,546)
The Group uses derivative financial instruments, mentioned in Note 25 to the Historical Financial Information,
to economically hedge against part of the potential foreign currency risk of the above items.
Sensitivity Analysis
As at 31 December 2023, 2024 and 2025, for the above various EUR financial assets and liabilities, if the RMB
appreciates or depreciates by 5% against the EUR and other factors remain unchanged, the Group will decrease or
increase its profit before income tax by RMB12 million, RMB49 million and RMB41 million, respectively.
As at 31 December 2023, 2024 and 2025, for the above various USD financial assets and liabilities, if the RMB
appreciates or depreciates by 5% against the USD and other factors remain unchanged, the Group will decrease or
increase its profit before income tax by RMB9 million, RMB41 million and RMB9 million, respectively.
Other changes in foreign exchange rates have no significant impact on foreign currency risk.
APPENDIX I ACCOUNTANTS’ REPORT
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Interest rate risk
The Group and the Company are exposed to fair value interest rate risk in relation to restricted bank deposits,
certificates of deposits purchased, fixed rate bank borrowings and lease liabilities. The Group’s cash flow interest rate
risk is mainly concentrated on the fluctuation of interest rates on bank balances. The directors of the Company
consider that the exposure of cash flow interest rate risk arising from variable-rate bank balances is insignificant,
therefore no sensitivity analysis on such risk has been prepared.
Credit risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation
under the terms of the financial instrument and cause a financial loss to the Group. The Group’s exposure to credit
risk mainly arises from granting credit to customers in the ordinary course of its operations and from its investing
activities.
The Group’s maximum exposure to credit risk is represented by the carrying amount of each financial asset
measured at amortised cost and bills receivables measured at FVTOCI as disclosed in Note 25(b) to the Historical
Financial Information.
As at 31 December 2023, 2024 and 2025, other than financial assets whose carrying amounts best represent
the maximum exposure to credit risk, the Group’s maximum exposure to credit risk which will cause a financial loss
to the Group arising from financial guarantees provided by the Group to its related companies and third parties, if
any as disclosed in Note 40 to the Historical Financial Information.
Trade and bills receivables and contract assets
The Group’s policy is to deal only with credit worthy counterparties. Credit terms are granted to new customers
after a credit worthiness assessment by the credit control department. When considered appropriate, customers may
be requested to provide proof as to their financial position. Where available at reasonable cost, external credit ratings
and/or reports on customers are obtained and used. Customers who are not considered creditworthy are required to
pay in advance or on delivery of goods. Payment record of customers is closely monitored. It is not the Group’s policy
to request collateral from its customers.
The Group has applied the IFRS 9 simplified approach to measuring ECL which uses a lifetime ECL for all
trade and bills receivables and contract assets. The Group measures loss allowances for trade and bills receivables
and contract assets at an amount equal to lifetime ECL, which is assessed individually or based on provision matrix,
as appropriate, and the expected loss rates are based on the historical settlement experience as well as the
corresponding historical credit losses.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables.
A default on trade and bills receivables and contract assets is when the counterparty fails to make contractual
payments when they fall due.
Trade and bills receivables and contract assets are written off when there is no reasonable expectation of
recovery.
On that basis, the ECL allowance as at 31 December 2023, 2024 and 2025 was determined as follows for both
trade and bills receivables and contract assets:
Trade receivables
Gross carrying
amount ECL Allowance
Expected
loss rate
RMB’000 RMB’000 %
As at 31 December 2023
Low-risk credit portfolio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,995 – 0.00%
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,088,271 32,591 2.99%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118577,029 57,703 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,090 14,127 30.00%
3 to 4 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,947 1,474 50.02%
4 to 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – N/A
More than 5 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,538 4,538 100.00%
Assessed based on grouping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,739,870 110,433 6.35%
Assessed individual /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,840 2,840 100.00%
1,742,710 113,273
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 375 ---
Trade receivables
Gross carrying
amount ECL Allowance
Expected
loss rate
RMB’000 RMB’000 %
As at 31 December 2024
Low-risk credit portfolio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,407 – 0.00%
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118737,112 21,034 2.85%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118339,941 33,994 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118367,601 110,280 30.00%
3 to 4 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,562 10,781 50.00%
4 to 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118442 354 80.09%
More than 5 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,538 4,538 100.00%
Assessed based on grouping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,490,603 180,981 12.14%
Assessed individual /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 76 100.00%
1,490,679 181,057
As at 31 December 2025
Low-risk credit portfolio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,307 – 0.00%
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857,604 23,275 2.71%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,049 6,705 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,423 27,727 30.00%
3 to 4 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,369 67,185 50.00%
4 to 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,280 5,824 80.00%
More than 5 year past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,703 4,703 100.00%
Assessed based on grouping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,192,735 135,419 11.35%
Assessed individual /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 76 100.00%
1,192,811 135,495
Bills receivables
Gross carrying
amount ECL Allowance
Expected
loss rate
RMB’000 RMB’000 %
As at 31 December 2023
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,219 1,031 2.50%
As at 31 December 2024
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,576 3,988 6.27%
As at 31 December 2025
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,318 2,548 5.50%
Contract assets
Gross carrying
amount ECL Allowance
Expected
loss rate
RMB’000 RMB’000 %
As at 31 December 2023
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118314,960 12,029 3.82%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,317 532 10.01%
320,277 12,561 3.92%
As at 31 December 2024
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,821 3,930 3.05%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118166,802 16,680 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,317 1,595 30.00%
300,940 22,205 7.38%
As at 31 December 2025
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,683 3,489 3.50%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,617 8,362 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,069 16,221 30.00%
237,369 28,072 11.83%
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 376 ---
Other receivables
Over the term of other receivables, the Group accounts for its credit risk by appropriately providing for ECL
on a timely basis. To assess whether there is a significant increase in credit risk in other receivables, the Group
compares the risk of a default occurring on the financial assets at the end of each reporting period with the risk of
default at the date of initial recognition. It considers available, reasonable, supportive forward-looking information.
Especially, the following indicators are incorporated:
 external credit rating of the counterparty (as far as available);
 actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the counterparty’s ability to meet its obligations;
 actual or expected significant changes in the operating results of the counterparty; and
 significant expected changes in the performance and behaviour of the counterparty, including changes
in the payment status of the counterparty.
Based on historical experiences and consideration of forward-looking information, other receivables from
related parties were settled within 12 months after upon maturity hence the ECL is minimal.
As stated in Note 4 to the Historical Financial Information, impairment on other receivables accounted as
amortised cost is measured as either 12-month ECL or lifetime ECL. On such basis, the following table sets forth the
ECL allowance for other receivables as at 31 December 2023, 2024 and 2025:
12-month ECLs Lifetime ECLs
TotalStage 1 Stage 2 Stage 3
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2023
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.46% N/A 100.00%
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,818 – 197 25,015
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,085 – 197 4,282
At 31 December 2024
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.04% N/A 100.00%
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,022 – 197 34,219
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,415 – 197 3,612
At 31 December 2025
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.27% N/A N/A
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,753 – – 54,753
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118697 – – 697
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost include bank balances, pledged deposits and cash.
Credit risk for bank balances, pledged deposits and cash is considered to be immaterial, as the counterparts are
banks/financial institutions with high credit ratings by international credit rating agencies.
Liquidity risk
The Group aims to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying
businesses, the Group maintains flexibility in funding by maintaining adequate balances of such. The table below
analyses the Group’s financial liabilities by relevant maturity groupings based on the remaining period since the end
of each reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows or the carrying amount of the financial liabilities to be delivered.
Carrying
amount
Total
contractual
undiscounted
cash flow
Within
1 year or
on demand
More than
1 year but
less than
2 years
More than
2 years but
less than
5 years
More than
5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Trade and bills payables /H1118/H1118/H1118/H11181,398,445 1,398,445 1,398,445 – – –
Other payables and accruals /H1118/H1118361,575 361,575 361,575 – – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118472,180 472,180 472,180 – – –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,872 140,703 35,185 4,944 69,151 31,423
Derivative financial
instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,482 21,482 21,482 – – –
2,372,554 2,394,385 2,288,867 4,944 69,151 31,423
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 377 ---
Carrying
amount
Total
contractual
undiscounted
cash flow
Within
1 year or
on demand
More than
1 year but
less than
2 years
More than
2 years but
less than
5 years
More than
5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Trade and bills payables /H1118/H1118/H1118/H11181,554,167 1,554,167 1,554,167 – – –
Other payables and accruals /H1118/H1118376,074 376,074 376,074 – – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,401 367,061 83,433 67,256 152,009 64,363
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118207,275 297,680 4,944 33,211 47,906 211,619
2,485,917 2,594,982 2,018,618 100,467 199,915 275,982
As at 31 December 2025
Trade and bills payables /H1118/H1118/H1118/H11181,503,188 1,503,188 1,503,188 – – –
Other payables and accruals /H1118/H1118417,273 417,273 417,273 – – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,892,912 2,075,912 610,779 198,466 572,519 694,148
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,959 318,663 37,571 6,954 35,104 239,034
4,045,332 4,315,036 2,568,811 205,420 607,623 933,182
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern by pricing services commensurately with the level of risk so that it can continue to provide returns
and benefits to the shareholders and other stakeholders.
The Group sets the amount of capital in proportion to risk. The Group manages its capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of the subject assets. In
order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends paid to the
shareholders or return capital to the shareholders. The Group is not subject to any external capital requirements.
During the Track Record Period, there are no changes in capital management objectives, policies or procedures.
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
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/H111810,224,814 11,561,950 14,490,551
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,310,648 4,289,941 6,210,261
Asset-liability ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.4% 37.1% 42.9%
49. SUBSEQUENT EVENTS
Between April and May 2026, after the reporting date, the Group entered into shipbuilding contracts with three
customers in Norway, Greece and Netherlands, pursuant to which the Group will design, construct and deliver a total
of ten 211,000 DWT bulk carriers and two 25,000 DWT heavy lift ships, with an aggregate contract values of
approximately RMB6,171 million. The above-mentioned ships are expected to be delivered during 2028 and 2029.
As above events arose after the reporting date, no adjustments have been made to the current period financial
statements.
Except above, there are no material subsequent events undertaken by the by the Group after 31 December 2025
and up to the date of this report.
III. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements of the Group, the Company or any of its subsidiaries have
been prepared in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 378 ---
The following is the text of a report set out on pages IA-1 to IA-28, received from the
Company’ s reporting accountants, BDO Limited, Certified Public Accountants, Hong Kong, for
the purpose of incorporation in this prospectus. The information set out below is the unaudited
interim condensed consolidated financial information of the Group for the three months ended
31 March 2026 and does not form part of the Accountants’ Report from the reporting
accountants, BDO Limited, Certified Public Accountants, Hong Kong, as set out in Appendix
I to this prospectus, and is included herein for information purpose only.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE BOARD
OF DIRECTORS OF DAJIN HEA VY INDUSTRY CO., LTD.
(Incorporated in the People’ s Republic of China with limited liability)
Introduction
We have reviewed the interim condensed consolidated financial information set out on
pages IA-3 to IA-28, which comprise the interim condensed consolidated statement of financial
position of Dajin Heavy Industry Co. Ltd. (“ʮ̡”) (the “Company”) and its
subsidiaries (collectively referred to as the “Group”) as of 31 March 2026 and the related
condensed consolidated statement of profit or loss and other comprehensive income, condensed
consolidated statement of changes in equity and condensed consolidated statement of cash
flows for the three-month period then ended, and notes to the interim condensed consolidated
financial information, including material accounting policy information (the “Interim Financial
Information”). The Interim Financial Information has been prepared by the directors of the
Company solely for the purpose of inclusion in the prospectus of the Company dated 28 May
2026 (the “Prospectus”) in connection with the initial listing of shares of the Company on the
Main Board of The Stock Exchange of Hong Kong Limited.
The directors of the Company are responsible for the preparation and presentation of the
Interim Financial Information in accordance with International Accounting Standard 34
“Interim Financial Reporting” (“IAS 34”) issued by the International Accounting Standards
Board. Our responsibility is to express a conclusion on the Interim Financial Information based
on our review. This report is made solely to you, as a body, in accordance with our agreed terms
of engagement, and for no other purpose. We do not assume responsibility towards or accept
liability to any other person for the contents of this report.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity”. A review of the interim financial information consists of making
inquiries, primarily of persons responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International 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.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-1 –


--- page 379 ---
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
Interim Financial Information is not prepared, in all material respects, in accordance with IAS
34.
Other Matter
The comparative information for the interim condensed consolidated statement of
financial position is based on the audited financial statements as of 28 May 2026. The
comparative information for the interim condensed consolidated statements of profit or loss
and other comprehensive income, changes in equity and cash flows, and related explanatory
notes, for the 3 months ended 31 March 2025 has not been audited or reviewed.
BDO Limited
Certified Public Accountants
Hong Kong
28 May 2026
Choi Kit Ying
Practising Certificate Number: P07387
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-2 –


--- page 380 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
Three months ended
31 March
Notes 2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
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/H1118/H1118/H11184 1,906,952 1,140,712
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(1,159,610) (787,620)
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/H1118747,342 353,092
Other 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/H11186 5,560 24,525
Other (losses)/gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (14,285) 43,597
Reversal/(provision) of impairment losses /H1118/H1118/H1118/H1118/H1118/H1118/H11189 13,427 (13,911)
Selling 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(44,905) (25,108)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,207) (84,273)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (63,058) (15,718)
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/H111810 (4,474) (3,986)
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/H111811 525,400 278,218
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (90,762) (47,264)
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434,638 230,954
Other comprehensive income for the period,
net of tax
Items that may be reclassified subsequently to
profit or loss:
Exchange differences arising from 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(8,626) (262)
Other comprehensive income for the period,
net of 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/H1118/H1118(8,626) (262)
Total comprehensive income for the period /H1118/H1118/H1118/H1118 426,012 230,692
Profit for the period attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434,638 230,954
Total comprehensive income attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426,012 230,692
Earnings per share attributable to ordinary
equity holders of the Company
Basic (RMB) /H1118/H1118/H1118/H1118/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 0.68 0.36
Diluted (RMB) /H1118/H1118/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 0.68 0.36
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-3 –


--- page 381 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at
31 March
As at
31 December
Notes 2026 2025
RMB’000 RMB’000
(Unaudited)
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 3,700,163 3,132,344
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 1,617,129 1,562,413
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/H111817 4,895 5,252
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/H111818 534,308 628,295
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 750,251 537,091
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/H111819 143,880 145,654
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,750,626 6,011,049
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/H111821 1,863,310 2,174,567
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 1,130,888 1,101,086
Contract 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/H111826(a) 211,394 209,297
Prepayments and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 1,232,138 1,127,102
Financial assets at Fair Value Through Other
Comprehensive Income (“FVTOCI”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 211,521 361,882
Financial assets at Fair Value Through Profit or
Loss (“FVTPL”) /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 662,611 550,278
Pledged 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/H111824 117,173 99,516
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 1,665,035 2,855,774
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/H11187,094,070 8,479,502
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/H111813,844,696 14,490,551
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 1,461,391 1,503,188
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/H111826(b) 1,305,006 1,608,629
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 541,155 554,997
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 132,461 610,779
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/H111829 6,624 33,627
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/H111830 6,531 6,531
Tax 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/H1118/H111896,668 61,333
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,549,836 4,379,084
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/H11183,544,234 4,100,418
Total assets less current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,294,860 10,111,467
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-4 –


--- page 382 ---
As at
31 March
As at
31 December
Notes 2026 2025
RMB’000 RMB’000
(Unaudited)
Non-current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 143,872 145,227
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 1,095,282 1,282,133
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/H111829 146,514 198,332
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/H111830 197,608 199,240
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 5,282 6,245
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,588,558 1,831,177
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/H11188,706,302 8,280,290
Capital and reserves
Equity attributable to owners of
the Company
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/H111832 637,749 637,749
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/H111833 8,068,553 7,642,541
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/H11188,706,302 8,280,290
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-5 –


--- page 383 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company
Share
capital
(Note 32)
Share
premium
(Note 33(i))
PRC
statutory
reserve
(Note 33(ii))
Exchange
reserve
(Note 33(iii))
Retained
earnings
(Note 33(iv)) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance as at 1 January 2026 /H1118/H1118637,749 3,806,028 98,313 9,994 3,728,206 8,280,290
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 434,638 434,638
Exchange differences arising from
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (8,626) – (8,626)
Total comprehensive income for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (8,626) 434,638 426,012
Balance as at 31 March 2026
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 1,368 4,162,844 8,706,302
Balance as at 1 January 2025 /H1118/H1118637,749 3,806,028 98,313 (856) 2,730,775 7,272,009
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 230,954 230,954
Exchange differences arising from
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (262) – (262)
Total comprehensive income for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (262) 230,954 230,692
Balance as at 31 March 2025
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749 3,806,028 98,313 (1,118) 2,961,729 7,502,701
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-6 –


--- page 384 ---
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Operating activities
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118525,400 278,218
Adjustment for:
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(3,572) (20,335)
Net changes in fair value of financial instruments
at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,001) 22,284
Net (gains)/losses on disposal 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/H1118/H1118/H1118/H1118/H1118/H1118(53) 123
Net gain on disposal of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118(6,413) –
Depreciation of property, plant and equipment /H1118/H1118/H1118/H111848,023 28,821
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,739 7,969
Amortisation of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357 330
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/H11184,474 3,986
(Reversal)/provision of impairment losses on:
– trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,158) 926
– other receivables and prepayment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 910
– contract 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(1,295) 12,075
Foreign exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,580 (35,734)
Operating profit before changes in working
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/H1118/H1118/H1118/H1118/H1118/H1118575,107 299,573
Decrease in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118311,257 66,499
(Increase)/decrease in pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,657) 28,802
Increase in contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(802) (39,529)
Increase in trade and other receivables and
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(321,653) (493,444)
Decrease/(increase) in bills receivables at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,361 (175,651)
(Decrease)/increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(303,623) 100,262
Increase/(decrease) in trade and other payables /H1118/H1118/H1118 99,274 (61,599)
Cash generated from/(used in) operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,264 (275,087)
PRC income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(54,616) (20,388)
Net cash generated from/(used in) operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118437,648 (295,475)
Investing activities
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,587 19,949
Certificate of deposits redeemed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,000
Redemption of structured deposits at FVTPL /H1118/H1118/H1118/H1118/H1118880,000 15,000
Purchase of structured deposits at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118(980,000) (15,000)
Proceeds from sales of exchange rate options /H1118/H1118/H1118/H1118/H1118– 1,399
Payment for settlement of exchange rate options /H1118/H1118 – (23,711)
Payment for construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(830,357) (388,819)
Payment for purchase 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,057) (442)
Payment for purchase of sea area use right /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (22,341)
Proceeds from disposal 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118566 603
Net cash used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(928,261) (363,362)
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-7 –


--- page 385 ---
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Financing activities
Proceeds from bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118189,945 1,045,064
Repayment of bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(853,851) (55,693)
Interest paid for bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118(9,706) (4,427)
Capital and interest element of lease rentals paid /H1118/H1118 (2,044) (2,755)
Listing fee paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,004) –
Net cash (used in)/generated from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(676,660) 982,189
Net (decrease)/increase in cash and cash equivalents /H1118 (1,167,273) 323,352
Cash and cash equivalents at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,855,774 2,836,454
Effect of foreign exchange rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,466) 35,472
Cash and cash equivalents at 31 March /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,665,035 3,195,278
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-8 –


--- page 386 ---
II NOTES TO THE INTERIM FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was a limited liability company incorporated in the People’s Republic of China (the “PRC”) on
22 September 2003 and changed to a joint stock limited company on 28 October 2009. The Company’s A shares are
listed on Shenzhen Stock Exchange on 7 October 2010. The address of the Company’s registered office and its
principal place of business is No. 155, Xinqiu Main Road, Xinqiu District, Fuxin City, Liaoning Province, the PRC.
The Group and the Company is principally engaged in manufacturing of wind power equipment and wind and
photovoltaic power generation during the Track Record Periods.
2. BASIS OF PREPARATION
The Interim Financial Information has been prepared in accordance with International Accounting Standard 34
“Interim Financial Reporting” issued by the International Accounting Standards Board.
The Interim Financial Information has been prepared in accordance with the same accounting policies and
critical accounting estimates and judgments adopted in the historical financial information for the years ended 31
December 2023, 2024 and 2025 (the “Historical Financial Information”) as disclosed in Appendix I to the prospectus
issued by the Company.
The Interim Financial Information does not include all of the information and disclosures required for a full
set of financial statements prepared in accordance with IFRS Accounting Standards. Accordingly, this Interim
Financial Information should be read in conjunction with the Historical Financial Information.
3. APPLICATION OF NEW AND REVISED IFRS ACCOUNTING STANDARDS
Amended IFRS Accounting Standards that are effective for annual periods beginning on 1 January 2025
The adoption of amended IFRS Accounting Standards as described below:
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity
Amendments to IFRS 1, IFRS 7, IFRS 9,
IFRS 10 and IAS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Annual Improvements to IFRS Accounting Standards
V olume 11
The adoption had no material impact on the Interim Financial Information.
New and amendments to IFRS Accounting Standards issued but not yet effective
At the date of this report, new standards and amendments to IFRS Accounting Standards that have been issued
but are not effective and have not been early adopted by the Group:
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
1
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 1
Amendments to IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures
(catch-up) amendments 1
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lack of Exchangeability: Translation to a
Hyperinflationary Presentation Currency 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture 2
1 Effective for annual periods beginning on or after 1 January 2027.
2 The amendments shall be applied prospectively to the sale or contribution of assets occurring in annual
periods beginning on or after a date to be determined.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-9 –


--- page 387 ---
The Group is assessing the impact of the amendments to IFRS 9 and IFRS 7, which clarify the “own-use”
exception and hedge accounting requirements for contracts referencing nature-dependent electricity. The own-use
amendments are applied retrospectively without mandatory restatement of prior periods, while the hedge accounting
amendments are applied prospectively. The Group does not expect these amendments to have a significant impact on
its results of operations or financial position.
4. REVENUE
An analysis of the Group’s revenue is as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Sales of wind power equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,828,778 1,068,843
Wind and photovoltaic power generation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,265 60,641
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,909 11,228
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/H11181,906,952 1,140,712
Revenue from contracts with customers:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
By timing of revenue recognition:
Point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,906,952 1,140,712
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/H11181,906,952 1,140,712
Type of goods:
Wind power 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/H11181,828,778 1,068,843
Wind and photovoltaic power generation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,265 60,641
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/H111818,909 11,228
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/H11181,906,952 1,140,712
Geographical markets:
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/H1118243,417 281,944
Outside Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,663,535 858,768
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/H11181,906,952 1,140,712
Note: Others mainly refer to revenue generated from sales of scrap steels.
The aggregate amounts of the transaction price allocated to performance obligations that are unsatisfied (or
partially unsatisfied) were approximately RMB1,305,006,000 and RMB1,608,629,000 as at 31 March 2026 and 31
December 2025, respectively. Management of the Group expects the majority of the transaction price allocated to the
unsatisfied contracts as of the end of each reporting period during the Track Record Period will be recognised within
1 year from the end of each reporting period.
All other contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price
allocated to these unsatisfied contracts is not disclosed.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-10 –


--- page 388 ---
5. SEGMENT INFORMATION
The operating segment is reported in a manner consistent with the internal reporting provided to the executive
directors of the Company, being the chief operating decision makers (the “CODM”). The CODM review the
performance of the Group as a single operating segment based on the internal organisation structure, management
requirements and internal reporting system. No separate analysis of the segment results by reportable segment is
necessary.
Geographical information
An analysis of the Group’s revenue from external customers, based on location at which the goods are
delivered and analysed by region, is presented below:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Revenue from external customers
– 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/H1118243,417 281,944
– Outside Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,663,535 858,768
1,906,952 1,140,712
Information about the Group’s non-current assets excluding financial assets, prepayments and deferred tax
assets by geographical location of the assets are presented below:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Non-current assets excluding financial assets, prepayment
and deferred tax assets
– 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/H11185,856,302 5,328,088
– Outside Chinese mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193 216
5,856,495 5,328,304
Information about major customers
Revenue from external customers contributing over 10% of the total revenue of the Group during the three
months ended 31 March 2026 and 2025 are as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Company A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118954,626 N/A
Company B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118326,403 N/A
Company C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118238,491 N/A
Company 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/H1118N/A 544,352
Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 135,780
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-11 –


--- page 389 ---
6. OTHER INCOME
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Interest income from bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,498 20,335
Interest income from certificate of deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 –
Government grants (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,658 927
Additional deduction for PRC input value added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,986
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/H1118330 277
5,560 24,525
Note: Asset-related deferred income systematically released to profit or loss over the estimated useful lives
of the related assets or the designated period. For the three months period end 31 March 2026 and 2025,
the amount of government grants recognised from asset-related deferred income (Note 30) was
approximately RMB1,632,000 and RMB901,000, respectively.
7. OTHER GAINS/(LOSSES), NET
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Net foreign exchange (loss)/gain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,980) 65,388
Gain/(loss) on disposal of property, plant and equipment, net /H1118 53 (123)
Gain on disposal of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,413 –
Change in fair value of financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,001 (22,284)
Handling fee for discounting of bills receivables at FVTOCI /H1118 (614) –
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/H1118(158) 616
(14,285) 43,597
8. RESEARCH AND DEVELOPMENT EXPENSES
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,573 7,601
Material cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,442 4,238
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/H111814,043 3,879
63,058 15,718
9. IMPAIRMENT LOSSES
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
(Reversal of impairment losses)/impairment losses under
ECL model, net of reversal
Trade and bills receivables (Note 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,158) 926
Other receivables (Note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 910
Contract assets (Note 26) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,295) 12,075
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(13,427) 13,911
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-12 –


--- page 390 ---
10. FINANCE COSTS
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Interest expenses on borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,865 4,707
Interest expenses on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,797 1,722
8,662 6,429
Less: interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,188) (2,443)
4,474 3,986
11. PROFIT BEFORE TAX
Profit before tax has been arrived at after charging:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Cost of 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/H11181,115,765 759,970
Depreciation of property, plant and equipment (Note 15) /H1118/H1118/H1118/H1118 48,023 28,821
Amortisation of intangible assets (Note 17) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357 330
Depreciation of right-of-use assets (Note 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,739 7,969
Staff costs (including directors’ emoluments):
– Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,108 104,517
– Retirement benefits scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,771 6,871
Auditors’ remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
12. INCOME TAX EXPENSES
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Current tax
– PRC Enterprise Income Tax (“EIT”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,951 46,309
Deferred 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/H1118/H1118/H1118/H1118811 955
Total income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,762 47,264
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the standard EIT rate of the PRC subsidiaries is 25%. The Company and following subsidiaries were
entitled to preferential PRC income tax rates as follows:
(1) The Company was accredited as a High and New Technology Enterprise (“HNTE”) in September 2021
with 3-year validity period and renewed in November 2024 with additional 3-year validity period will
expire in November 2027 and subject to next renewal review.
As the directors of the Company expected the Company is not likely to meet the continuously
requirement to maintain the HNTE status since the year ended 31 December 2024 and reported the tax
liabilities with PRC corporate income tax rate of 25% for the three months ended 31 March 2026 and
2025.
(2) One of the subsidiaries, Penglai Dajin Offshore Heavy Industry Co., Ltd. (“PL Dajin”), was accredited
as a HNTE in December 2022 with 3-year validity period and renewed in December 2025 with
additional 3-year validity period will expire in December 2028 and subject to next renewal review. PL
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2022.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-13 –


--- page 391 ---
(3) One of the subsidiaries, Hinggan League Dajin Heavy Industry Co., Ltd. (“HL Dajin”), was accredited
as a HNTE in December 2021 with 3-year validity period and renewed in December 2024 with
additional 3-year validity period will expire in December 2027 and subject to next renewal review. HL
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2021.
(4) One of the subsidiaries, Yangjiang Dajin Wind Power Offshore Engineering Technology Co., Ltd. (“YJ
Dajin”), was accredited as a HNTE in November 2024 with 3-year validity period will expire in
November 2027 and subject to next renewal review. YJ Dajin was entitled to a preferential income tax
rate of 15% since year ended 31 December 2024.
As the directors of the Company expected the Yangjiang Dajin is not likely to meet the continuously
requirement to maintain the HNTE status since the year ending 31 December 2026 and reported the tax
liabilities with PRC corporate income tax rate of 25% for the three months ended 31 March 2026.
(5) One of the subsidiaries, Zhangjiakou Dajin Wind Power Equipment Co., Ltd. (“ZJK Dajin”), was
accredited as a HNTE in October 2022 with 3-year validity period and renewed in October 2025 with
additional 3-year validity period will expire in October 2028 and subject to next renewal review. ZJK
Dajin was entitled to a preferential income tax rate of 15% since year ended 31 December 2022.
(6) One of the subsidiaries, Changwu Xiliujiazi Electric Power New Energy Co., Ltd. (“CWX Electricity”)
is qualified as a public infrastructure project company and enjoying a 6-year tax holiday (three years full
exemption followed by three years half reduction) beginning from 2023 (the first year generating
assessable profit). The income tax rate for CWX Electricity was 0% for the years ended 31 December
2023, 2024 and 2025, and 12.5% for the years ended 31 December 2026, 2027 and 2028.
(7) Two of the subsidiaries, Tangshan Caofeidian District Jinrui Energy Co., Ltd. (“JR Energy”) and
Tangshan Caofeidian District Jinhong Energy Co., Ltd. (“JH Energy”) are qualified as public
infrastructure project companies and enjoying a 6-year tax holiday (three years full exemption followed
by three years half reduction) beginning from 2025 (the first year generating assessable profit). The
income tax rates for JR Energy and JH Energy were 0% for the years ended 31 December 2025, 2026
and 2027, and 12.5% for the years ended 31 December 2028, 2029 and 2030.
The Group entities incorporated in Hong Kong is subject to Hong Kong Profits Tax under the two-tiered profits
tax rates regime. The first HK$2,000,000 of assessable profits of each year of assessment of qualifying corporations
will be taxed at 8.25%, and assessable profits above HK$2,000,000 will be taxed at 16.5%. The profits of group
entities in Hong Kong not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate
of 16.5%.
Taxation arising from other jurisdictions is calculated at the rate prevailing in the relevant jurisdictions.
13. EARNINGS PER SHARE
(a) Basic earnings per share (“EPS”)
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the three months ended 31 March 2026 and 2025, excluding treasury shares
held for share schemes as these shares are not considered outstanding for EPS calculation purposes.
The calculation of the basic earnings per share attribute to owners of the Company is based on the following
data:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Earnings for the purpose of calculating basic
earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118434,638 230,954
Number of shares:
Three months ended 31 March
2026 2025
(Unaudited) (Unaudited)
Weighted average number of ordinary shares in issue,
excluding treasury shares held for restricted share scheme
as these shares are not considered outstanding for the
purpose of calculating basic earnings per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749,349 637,749,349
Basic EPS (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.68 0.36
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
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--- page 392 ---
(b) Diluted earnings per share
The diluted earnings per share for the three-month period ended 31 March 2026 and 2025 are the same as the
basic earnings per share as there are no dilutive potential ordinary shares during the periods.
14. DIVIDENDS
No dividend attributable to the 3 months period ended 31 March 2026 was declared during the period or
proposed after 31 March 2026 (3 months ended 31 March 2025: Nil).
No dividend attribute to the previous financial year or period was approved or paid during 3 months period
ended 31 March 2026 (3 months ended 31 March 2025: Nil)
15. PROPERTY, PLANT AND EQUIPMENT
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Properties and plants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,093,597 847,707
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,911,164 1,949,296
Transportation equipment (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118365,852 9,277
Port facilities and auxiliary facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284,768 285,718
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/H111844,782 40,346
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/H11183,700,163 3,132,344
Depreciation of the Group’s property, plant and equipment for the three months ended 31 March 2026 and 2025
has been recognised as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Properties and plants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,952 9,434
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,588 14,587
Transportation equipment (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,560 506
Port facilities and auxiliary facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118950 1,545
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/H11183,973 2,749
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/H111848,023 28,821
Note: Included in transportation equipment is a self-constructed vessel ready in use during the 3 months period
ended 31 March 2026. The vessel is depreciated on a straight-line basis with useful life of 25 years and
residual value of 15%. Depreciation method is reviewed, and adjusted if appropriate, at the end of each
reporting period.
16. CONSTRUCTION IN PROGRESS
An analysis of construction in progress is as follows:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
At cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,651,996 1,597,280
Less: Accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,867) (34,867)
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/H11181,617,129 1,562,413
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-15 –


--- page 393 ---
Construction in progress comprises construction of port facilities projects, wind and photovoltaic power
generating projects and ships construction projects.
No impairment loss was recognised for construction in progress during the three months period ended 31
March 2026 and 2025.
17. INTANGIBLE ASSETS
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Patent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,834 1,973
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,061 3,279
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/H11184,895 5,252
Amortisation of the Group’s intangible assets for the three months ended 31 March 2026 and 2025 has been
recognised as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Patent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 131
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217 199
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/H1118357 330
18. RIGHT-OF-USE ASSETS
The carrying amount of the Group’s right-of-use assets is analysed as follows:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Land use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118261,787 263,580
Sea area use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887,049 93,116
Land leased for wind and photovoltaic power generation /H1118/H1118/H1118/H1118 159,829 160,954
Right of use other properties for own use /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,643 110,645
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/H1118534,308 628,295
Depreciation of the Group’s right-of-use assets for the three months ended 31 March 2026 and 2025 has been
recognised as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Land use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,793 1,389
Sea area use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528 482
Land leased for wind and photovoltaic power generation /H1118/H1118/H1118/H1118 1,125 1,741
Right of use other properties leased for own use /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,293 4,357
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/H11187,739 7,969
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-16 –


--- page 394 ---
19. DEFERRED TAXATION
The following is a summary of the deferred tax balances of the Group for financial reporting purposes:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
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/H1118/H1118/H1118/H1118143,880 145,654
Deferred tax 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(5,282) (6,245)
138,598 139,409
20. FINANCIAL ASSETS AT FAIR V ALUE
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
(a) Financial assets at FVTPL
Current assets
Financial assets at FVTPL
– Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118650,524 550,278
– Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,087 –
The Group entered into investment agreement for investment in trust products. The investments are mainly the
fixed income debt securities with expected but not guaranteed rates of return. The expected rates of return were
determined by reference to the returns of the underlying investments. The directors of the Company considered the
investment in trust products shall be classified as financial assets at FVTPL.
The Group also entered into several foreign exchange forward contracts with banks in order to manage the
Group’s foreign currency exposure in relation to EUR against RMB and did not elect to adopt hedge accounting for
those contracts.
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
(b) Financial assets at FVTOCI
Current assets
Bills receivables measured at FVTOCI (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118211,521 361,882
Note:
(i) Certain bills held by the Group for the practice of discounting/endorsing to financial
institutions/suppliers before the bills maturity date were classified as “bills receivables measured at
FVTOCI” under financial assets at FVTOCI in the condensed consolidated statements of financial
position. At the end of each reporting period, all the bills are with a maturity period of less than 12
months. The Group considers the credit risk is limited because counterparties are financial institutions
with good credit standing and are highly likely to be paid, and the ECL are considered as insignificant.
Transfer of all derecognised financial assets
During the three months ended 31 March 2026, the Group (i) endorsed certain bills receivable for the
settlement of trade and other payables; and (ii) discounted certain bills receivable to banks for raising of cash. In the
opinion of the directors, the Group has transferred the significant risks and rewards relating to these bills receivable,
and the Group’s obligations to the corresponding counterparties were discharged in accordance with the commercial
practice in the PRC and the risk of default in payment of the endorsed and discounted bills receivable is low because
all endorsed and discounted bills receivable are issued and guaranteed by the reputable PRC banks. As a result, the
relevant assets and liabilities were not recognised in the Interim Financial Information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-17 –


--- page 395 ---
The maximum exposure to the Group that may result from the default of these endorsed and discounted bills
receivable at 31 March 2026 and 31 December 2025 are RMB424,136,000 and RMB274,466,000, respectively.
21. INVENTORIES
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
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/H1118559,260 343,400
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118453,538 602,562
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/H1118461,622 735,714
Goods in transits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118394,825 498,826
Less: provision for inventory impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,935) (5,935)
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/H11181,863,310 2,174,567
22. TRADE AND BILLS RECEIV ABLES
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Group
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/H11181,214,676 1,192,811
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/H111842,097 46,318
Total trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,256,773 1,239,129
Less: allowance for impairment
– 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(123,568) (135,495)
– Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,317) (2,548)
Total allowance for impairment for trade and
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(125,885) (138,043)
Total trade and bills receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,130,888 1,101,086
Certain trade and bills receivables are pledged as security for the Group’s borrowings, details are disclosed in
Note 35 to the Interim Financial Information.
The Group generally allows a credit period of generally 30-180 days to its customers. The following is aging
analysis of trade and bills receivables (net of allowance for impairment losses), presented based on the dates of
revenue recognition, at the end of each financial period during the Track Record Periods:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Group
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/H1118979,643 933,229
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/H111874,483 67,049
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/H111876,086 92,423
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,561 146,428
1,256,773 1,239,129
Less: loss allowance for trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,885) (138,043)
1,130,888 1,101,086
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-18 –


--- page 396 ---
Movements in lifetime ECL that have been recognised for trade and bills receivables in accordance with the
simplified approach set out in IFRS 9 for the three months period ended 31 March 2026 and for the year ended 31
December 2025:
Three months ended
31 March
Y ear ended
31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
At the beginning of period/year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(138,043) (185,045)
Reversal for the period/year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,158 47,002
At the end of period/year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125,885) (138,043)
23. PREPAYMENT AND OTHER RECEIV ABLES
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Non-current
Prepayment on construction and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118740,251 527,091
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 10,000
750,251 537,091
Current
Prepayments (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118587,376 440,469
Deposits paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,467 44,913
Consideration receivables from disposal of subsidiaries /H1118/H1118/H1118/H1118/H1118 4,500 4,500
Interest 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/H1118706 632
Certificate of deposits purchased /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 10,000
Listing expenses to be deducted from equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,585 15,952
Prepaid corporate income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,779 8,551
Other tax receivables (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118563,448 602,782
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(723) (697)
1,232,138 1,127,102
1,982,389 1,664,193
Notes:
(i) Prepayments mainly represent the amount paid to suppliers of inventories to secure the inventory supply.
These advance payments are expected to be realised within twelve months from the end of the reporting
periods.
(ii) The amount represent prepaid tax and surcharges levied.
The movements on the ECL allowance of deposits and other receivables are as follows:
Stage 1 Stage 2 Stage 3
RMB’000 RMB’000 RMB’000
Group
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,415) – (197)
Reversal for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,718 – 63
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 134
As at 31 December 2025 and 1 January 2026 /H1118/H1118/H1118 (697) – –
Provision for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26) – –
As at 31 March 2026 (Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(723) – –
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-19 –


--- page 397 ---
24. CASH AND BANK BALANCES AND PLEDGED DEPOSITS
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Current assets
Restricted bank deposits (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,173 99,516
Cash and bank balances (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,665,035 2,855,774
1,782,208 2,955,290
Notes:
(i) At the end of each reporting period, cash and bank balances of the Group comprised of bank balances
and cash held. Bank balances carried interest at prevailing market rates which are 0.05% and 0.05% per
annum as at 31 March 2026 and 31 December 2025, respectively.
(ii) Certain restricted cash is pledged as security for the Group’s borrowings, details are disclosed in Note
36 to the Interim Financial Information.
25. TRADE AND BILLS PAYABLES
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Trade payables
– 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/H1118449,762 463,672
Bills 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/H11181,011,629 1,039,516
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/H11181,461,391 1,503,188
The credit period granted by suppliers is generally within 90 days. The following is an aging analysis of our
trade and bills payables on the date of incurrence of payables as of dates indicated.
As of 31 March As of 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
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/H11181,434,926 1,466,133
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/H111810,436 20,847
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/H111810,425 10,604
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,604 5,604
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/H11181,461,391 1,503,188
Details of the Group’s assets pledged for the Group’s bills payables are disclosed in Note 35 to the Interim
Financial Information.
26. CONTRACT ASSETS AND CONTRACT LIABILITIES
(a) Contract assets
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Contract 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/H1118238,171 237,369
Less: ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,777) (28,072)
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/H1118211,394 209,297
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-20 –


--- page 398 ---
Contract assets are primarily arise from manufacturing and sales of wind power equipment. Contract assets
represent the rights to receive considerations for the transfer of goods to customers that are not yet unconditional.
The Group allows customers to retain a certain percentage of the contract value in retention period. This
amount is included in “contract assets” as the Group’s entitlement to this final payment is conditional on the Group’s
satisfactory work until the end of retention period.
(b) Contract liabilities
Contract liabilities represent the obligation to transfer goods to customers in consideration of payments
received or receivable from customers. Contract liabilities are incurred when the payment schedule agreed under the
contract is ahead of the performance of contract obligations.
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Contract liabilities
– 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/H11181,305,006 1,608,629
Changes in contract liabilities primarily relate to the Group’s performance of services under the contracts. It
is classified as current because the Group expected to settle them in its normal operating cycle. Revenue of
RMB1,278,438,000 and RMB1,063,749,000 of the Group were recognised for the year ended 31 December 2025 and
three months period ended 31 March 2026 that were included in the contract liabilities at the beginning of the relevant
years, respectively.
27. OTHER PAYABLES AND ACCRUALS
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Non-current
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/H1118143,872 145,227
Current
Construction and equipment payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,377 358,848
Employee benefits payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125,622 100,291
Other taxes 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/H111851,962 37,433
Retention money payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,194 58,425
541,155 554,997
28. BORROWINGS
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Current
Bank borrowings, secured (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,769 142,137
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,692 468,642
132,461 610,779
Non-current
Bank borrowings, secured (Note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,078,322 1,265,173
Bank borrowings, unsecured (Note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,960 16,960
1,095,282 1,282,133
Total borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,227,743 1,892,912
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-21 –


--- page 399 ---
Total current and non-current borrowings were scheduled to repay as follows:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
On demand or within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,461 610,779
More than one year, but not exceeding two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137,457 172,466
More than two years, but not exceeding five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118416,976 494,519
Over five 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/H1118540,849 615,148
1,227,743 1,892,912
The carrying amounts of the Group’s current interest-bearing bank borrowing approximate to their fair values.
Notes:
(i) The Group has pledged certain collateral, including trade and bills receivables, bills receivables at
FVTOCI, restricted cash and future electricity tariff collection rights, to aggregate banking facilities
acquired from the bankers (refer to Note 35), of which RMB1,185,091,000 and RMB1,407,310,000 were
utilised as at 31 March 2026 and 31 December 2025, respectively.
(ii) At 31 March 2026 and 31 December 2025, the Group had banking facilities with no security to the
extent of RMB42,652,000 and RMB485,602,000, respectively. The aforesaid bank loans outstanding as
at 31 March 2026 and 31 December 2025 were RMB42,652,000 and RMB485,602,000 respectively.
(iii) The Group’s banking facilities are subject to the fulfilment of covenants. If the Group were to breach
the covenants the related loans would become payable on demand. The Group did not identify any
difficulties complying with the covenants.
29. LEASE LIABILITIES
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Total minimum lease payments:
Within one 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/H11186,784 37,570
Over 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,495 93,811
Over 5 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/H1118183,461 187,281
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/H1118232,740 318,662
Less: Future interest expenses on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(79,602) (86,703)
Present value of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118153,138 231,959
The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of
each reporting period:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Present value of minimum lease payments:
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/H11186,624 33,627
After 1 year but within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,316 84,238
After 5 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/H1118109,198 114,094
153,138 231,959
Less: portion due within one year included under current
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(6,624) (33,627)
Portion due after one year included under non-current
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/H1118146,514 198,332
The total cash outflows for the leases including short-term leases for the years ended 31 December 2025 and
for the three months ended 31 March 2026 were RMB25,516,000 and RMB8,030,000, respectively.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-22 –


--- page 400 ---
30. DEFERRED INCOME
Total
RMB’000
Non-current
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/H1118123,221
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,623
Reclassified to current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,604)
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/H1118199,240
Reclassified to current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,632)
As at 31 March 2026 (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/H1118197,608
Current
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/H11183,604
Addition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,927
Reclassified from non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,604
Release to 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/H1118/H1118/H1118/H1118/H1118(3,604)
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/H11186,531
Reclassified from non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,632
Release to profit and loss (Note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,632)
As at 31 March 2026 (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/H11186,531
31. PROVISIONS
The Group provides standard warranties on products sold, assuring compliance with agreed specifications. No
material provision for warranty or after-sale service costs has been recognised as of the reporting dates, as estimated
settlement amounts are immaterial to the financial statements.
Litigation with China Gezhouba Group Electric Power Co., Ltd. (“GZB”)
In December 2025, GZB initiated a lawsuit against the Group’s subsidiary, CWX Electricity, in the Liaoning
Fuxin Intermediate Court. GZB claimed outstanding contract payments of RMB496.4 million and contract variation
charges of RMB76.2 million, plus interest, related to a contract for a wind farm project. GZB also applied for
property preservation, resulting in the freezing of certain bank deposits and equity interests held by the Group’s
subsidiaries.
Subsequently, in December 2025, CWX Electricity filed a counterclaim against GZB, seeking compensation
of approximately RMB128.7 million for alleged breaches of contract, unresolved engineering defects, and failure to
complete required project certifications, which have prevented the final completion settlement.
The first court hearing was held in January 2026. The Group, based on internal assessment and legal advice,
contends that a significant portion of the settlement amount claimed by GZB relates to works not performed by GZB
and the supporting documentation for the variation claims lacks credibility. The Group is actively defending its
position and pursuing its counterclaim.
As at 31 March 2026, and up to the date these Interim Financial Information were authorised for issue, the
court has not issued a verdict. Considering the strong grounds for dispute, the existence of the counterclaim, and the
preliminary stage of the legal proceedings, with reference to legal opinion, the Group concludes that it is not probable
that an outflow of economic benefits will be required to settle this matter. Accordingly, no provision has been made
in the financial statements in respect of this litigation.
32. SHARE CAPITAL
Number of
ordinary shares Authorised shares
Issued and paid
shares
RMB’000 RMB’000
Group and Company
Ordinary shares of RMB1.00 each /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As at 31 December 2025 and 31 March 2026
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118637,749,349 637,749 637,749
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-23 –


--- page 401 ---
33. RESERVES
(i) Share premium:
The amount represents capital contribution in excess of nominal value of share capital.
(ii) PRC statutory reserve:
The amount represents the statutory reserve of the Company in the PRC. Pursuant to applicable PRC
regulations, PRC entity is required to appropriate 10% of its profit after tax (after offsetting prior year
losses) to the statutory reserve until such reserve reaches 50% of its registered capital. Transfers to this
reserve must be made before distribution of dividends to shareholders. Upon approval by relevant
authorities, the statutory reserve can be utilised to offset the accumulated losses or to increase the
paid-up capital of the relevant entity.
(iii) Exchange reserve:
The amount represents gains/losses arising from retranslating the net assets of foreign operations into
the presentation currency of the Group.
(iv) Retained earnings:
The amount represents cumulative net gains and losses recognised in profit or loss.
34. FINANCIAL GUARANTEE CONTRACT
The Group has not provided any financial guarantees to third parties as of the reporting dates.
35. PLEDGED ASSETS
The Group’s certain assets have been pledged to secure bills payables, borrowings and banking facilities
granted to the Group. The carrying amounts of the pledged assets of the Group at the end of each reporting period
are as follows:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Trade and bills receivables, and bills receivable at FVTOCI /H1118 68,188 49,499
Restricted 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/H1118117,173 99,516
Others (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118944,183 717,136
1,129,544 866,151
Note: The Group pledged a portion of its future electricity tariff collection rights of its wind farms as collateral
to provide security for certain bank loans. The subject matter of the pledge is the future trade receivables
generated under the power purchase and sale contract. As at 31 March 2026 and 31 December 2025, the
amounts of pledged future electricity tariff collection rights are RMB706,165,000, and
RMB717,136,000, respectively.
36. COMMITMENTS
(a) Capital commitments
At the end of each reporting period, capital commitments contracted but not provided for in the Interim
Financial Information are as follows:
As at 31 March As at 31 December
2026 2025
RMB’000 RMB’000
(Unaudited)
Contracted, but not provided for, net of deposit/
investment paid:
Construction in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,297,478 2,981,089
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-24 –


--- page 402 ---
37. RELATED PARTY TRANSACTIONS AND BALANCES
Except for compensation to key management personnel, the Group had no material related party transactions
during the reporting periods, and no material balances with related parties existed at the end of the reporting dates.
Compensation of key management personnel:
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group.
The remuneration of the directors of the Company and other members of key management of the Group during
the reporting period were as follows:
Three months ended 31 March
2026 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Directors’ fee, salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,428 1,222
Retirement benefit scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883 81
1,511 1,303
The remuneration of key management is determined with reference to the performance of the individuals and
market trends.
38. FAIR V ALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value in the consolidated statements of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability and
significance of inputs to the measurements, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, and not using significant unobservable inputs.
Level 3: significant unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the financial asset or liability is categorised in its entirety
is based on the lowest level of input that is significant to the fair value measurement.
Fair value hierarchy
As at 31 December 2025 and 31 March 2026, the financial assets and liabilities measured at fair value on a
recurring basis by the above three levels are analysed below:
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 March 2026 (Unaudited)
Financial assets at FVTPL
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 650,524 – 650,524
Derivative financial instruments /H1118/H1118/H1118 – 12,087 – 12,087
Financial assets at FVTOCI
Bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 211,521 – 211,521
– 874,132 – 874,132
At 31 December 2025
Financial assets at FVTPL
Structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 550,278 – 550,278
Financial assets at FVTOCI
Bills receivables measured at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 361,882 – 361,882
– 912,160 – 912,160
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-25 –


--- page 403 ---
During the three months ended 31 March 2026 and 2025, there was no transfer between Level 1 and Level 2
and no transfers into or out of Level 3 for both financial assets and financial liabilities.
Valuation technique used to determine fair value
Assets subject to Level 2 fair value measurement were mainly included bills receivable measured at FVTOCI
are evaluated by market approach. With observable inputs from active market transaction prices and adjusted by
factors such as remaining maturity, credit quality and liquidity premium.
39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The principal financial instruments of the Group comprise cash and cash equivalents, and time deposits and
restricted cash, the main purpose of which is to support for the operations of the Group. The Group has various other
financial assets and liabilities such as trade and bills receivables and trade and bills payables, which arise directly
from its operations.
Credit risk
Trade and bills receivables and contract assets
The Group has applied the IFRS 9 simplified approach to measuring ECL which uses a lifetime ECL for all
trade and bills receivables and contract assets. The Group measures loss allowances for trade and bills receivables
and contract assets at an amount equal to lifetime ECL, which is assessed individually or based on provision matrix,
as appropriate, and the expected loss rates are based on the historical settlement experience as well as the
corresponding historical credit losses.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables.
A default on trade and bills receivables and contract assets is when the counterparty fails to make contractual
payments when they fall due.
Trade and bills receivables and contract assets are written off when there is no reasonable expectation of
recovery.
The ECL allowance as at 31 March 2026 and 2025 was determined as follows for both trade and bills
receivables and contract assets:
Trade receivables
Gross carrying
amount ECL allowance Expected loss rate
RMB’000 RMB’000 %
As at 31 March 2026 (Unaudited)
Low-risk credit portfolio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,984 – 0.00%
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118918,486 25,440 2.77%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,483 7,448 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,086 22,826 30.00%
3 to 4 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,503 57,251 50.00%
4 to 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,280 5,824 80.00%
More than 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,778 4,703 98.43%
Total assessed based on grouping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,214,600 123,492 10.17%
Assessed based on individual /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 76 100.00%
1,214,676 123,568
As at 31 December 2025
Low-risk credit portfolio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,307 – 0.00%
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857,604 23,275 2.71%
1 to 2 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,049 6,705 10.00%
2 to 3 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,423 27,727 30.00%
3 to 4 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,369 67,185 50.00%
4 to 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,280 5,824 80.00%
More than 5 years past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,703 4,703 100.00%
Total assessed based on grouping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,192,735 135,419 11.35%
Assessed based on individual /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 76 100.00%
1,192,811 135,495
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-26 –


--- page 404 ---
Bills receivables
Gross carrying
amount ECL allowance Expected loss rate
RMB’000 RMB’000 %
As at 31 March 2026 (Unaudited)
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
42,097 2,317 5.50%
As at 31 December 2025
Within 1 year or not past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,318 2,548 5.50%
Contract assets
Gross carrying
amount ECL allowance Expected loss rate
RMB’000 RMB’000 %
As at 31 March 2026 (Unaudited)
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/H1118102,196 3,515 3.44%
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/H111890,428 9,043 10.00%
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/H111842,776 12,833 30.00%
3 to 4 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,771 1,386 50.02%
238,171 26,777 11.24%
As at 31 December 2025
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/H111899,683 3,489 3.50%
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/H111883,617 8,362 10.00%
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/H111854,069 16,221 30.00%
237,369 28,072 11.83%
Other receivables
Over the term of other receivables, the Group accounts for its credit risk by appropriately providing for ECL
on a timely basis. To assess whether there is a significant increase in credit risk in other receivables, the Group
compares the risk of a default occurring on the financial assets at the end of each reporting period with the risk of
default at the date of initial recognition.
As stated in Note 4 to the Historical Financial Information, impairment on other receivables accounted as
amortised cost is measured as either 12-month ECL or lifetime ECL. On such basis, the following table sets forth the
ECL allowance for other receivables as at 31 March 2026 and 2025:
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 March 2026 (Unaudited)
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.30% N/A N/A
Gross carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,536 – – 55,536
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723 – – 723
As at 31 December 2025
Expected loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.27% N/A N/A
Gross carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,753 – – 54,753
ECL allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118697 – – 697
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost include bank balances, pledged deposits and cash.
Credit risk for bank balances, pledged deposits and cash is considered to be immaterial, as the counterparts are
banks/financial institutions with high credit ratings by international credit rating agencies.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-27 –


--- page 405 ---
40. SUBSEQUENT EVENTS
Between April and May 2026, after the reporting date, the Group entered into shipbuilding contracts with three
customers in Norway, Greece and Netherlands, pursuant to which the Group will design, construct and deliver a total
of ten 211,000 DWT bulk carriers and two 25,000 DWT heavy lift ships, with an aggregate contract values of
approximately RMB6,171 million. The above-mentioned ships are expected to be delivered during 2028 and 2029.
As above events arose after the reporting date, no adjustments have been made to the current period financial
statements.
Except for above and disclosed in elsewhere in the accountants’ report, there are no material subsequent events
undertaken by the Group after 31 March 2026 and up to the date of this report.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-28 –


--- page 406 ---
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group attributable to owners of the Company prepared in accordance with Rule 4.29 of
the Listing Rules is for illustrative purpose only, and is set forth here to illustrate the effect of
the Global Offering on the unaudited consolidated net tangible assets of the Group attributable
to owners of the Company as of December 31, 2025 as if the Global Offering had taken place
on December 31, 2025.
This unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company has been prepared for illustrative purposes only
and, because of its hypothetical nature, it may not give a true picture of the consolidated net
tangible assets of the Group attributable to owners of the Company as of December 31, 2025
or at any future dates following the Global Offering. It is prepared based on the audited
consolidated net tangible assets of the Group attributable to owners of the Company as of
December 31, 2025 as set out in the Accountants’ Report on historical financial information of
the Group, the text of which is set out in Appendix I to this Prospectus, and adjusted as
described below.
Audited
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
December 31,
2025
Estimated net
proceeds from
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as of
December 31,
2025
Unaudited pro forma adjusted
consolidated net tangible assets
of the Group attributable to
owners of the Company as of
December 31, 2025 per share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note s3&4 )
Based on the Offer Price
of HK$66.40 per Offer
Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,275,038 5,074,173 13,349,211 18.42 20.39
Notes:
1. The audited consolidated net tangible assets of the Group attributable to owners of the Company as of
December 31, 2025 is extracted from the Accountants’ Report set out in Appendix I to this Prospectus,
which is based on the audited consolidated net assets of the Group attributable to owners of the
Company as of December 31, 2025 of approximately RMB8,280,290,000 after deducting the Group’s
intangible assets attributable to owners of the Company of approximately RMB5,252,000 as of
December 31, 2025.
2. The estimated net proceeds from the Global Offering are based on 86,965,800 offer shares at the Offer
Price of HK$66.40 per Offer Share, after deduction of the estimated underwriting fees and other related
listing expenditure payable by the Company (excluding the listing expense that have been charged to
profit or loss during the Track Record Period), and does not take into account of shares which may be
issued upon the exercise of the offer size adjustment option and the over-allotment option or any shares
which may be issued or repurchased by the Company.
3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners
of the Company as of December 31, 2025 per share is calculated based on a total of 724,715,149 shares
(representing 637,749,349 shares in issue as of December 31, 2025 adding 86,965,800 offer shares under
the Global Offering), assuming that the Global Offering had been completed on December 31, 2025 but
does not take into account of any shares which may be issued upon the exercise of the offer size
adjustment option and the over-allotment option or any shares which may be issued or repurchased by
the Company.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 407 ---
4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company as of December 31, 2025 per share, the amounts states in
Renminbi are converted from or into Hong Kong dollars at an exchange rate of HK$1.00 to RMB0.9032.
No representation is made that Renminbi has been or may be converted to Hong Kong dollars, or vice
versa, at that rate.
5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
the Group attributable to owners of the Company as of December 31, 2025 to reflect any trading results
or other transactions of the Group entered into subsequent to December 31, 2025. In particular, the
unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company has not taken into account payment of dividend of RMB55,484,000 which was approved by
the shareholders in the Company’s annual general meeting on April 3, 2026. The unaudited pro forma
adjusted consolidated net tangible assets of the Group attributable to owners of the Company per share
would have been HK$20.31 per Offer Share if the dividend declaration had been accounted for as of
December 31, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 408 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report, prepared for the sole purpose of inclusion in this
prospectus received from the independent reporting accountants of the Company, BDO Limited,
Certified Public Accountants, Hong Kong.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Dajin Heavy Industry Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Dajin Heavy Industry Co., Ltd. (the “ Company ”) and its
subsidiaries (collectively the “ Group ”) by the directors of the Company (the “ Directors ”) for
illustrative purposes only. The unaudited pro forma financial information consists of the
unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as of
December 31, 2025 and related notes (the “ Unaudited Pro Forma Financial Information ”)
as set out on pages II-1 to II-2 of Appendix II to the prospectus issued by the Company dated
28 May 2026 (the “ Prospectus ”) in connection with the proposed initial public offering of the
H shares of the Company (the “ Global Offering ”). The applicable criteria on the basis of
which the Directors have compiled the Unaudited Pro Forma Financial Information are
described on pages II-1 to II-2 of 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 the Group’s consolidated financial position as
at December 31, 2025 as if the Global Offering had taken place at December 31, 2025. As part
of this process, information about the Group’s consolidated financial position has been
extracted by the Directors from the Group’s financial information for the year ended December
31, 2025, on which an accountants’ report set out in Appendix I of the Prospectus 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 7 “Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public
Accountants (“ HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management
for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or
Related Services Engagements” issued by the HKICPA, which requires the firm to design,
implement and operate a system of quality management including policies or procedures
regarding compliance with ethical requirements, professional standards and applicable legal
and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 409 ---
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 unaudited pro forma financial information included in a prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the Global Offering at December 31, 2025 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 event or transaction, and to
obtain sufficient appropriate evidence about whether:
 the unaudited related pro forma adjustments give appropriate effect to those criteria;
and
 the unaudited pro forma financial information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the entity, the event or 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.
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Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
BDO Limited
Certified Public Accountants
Hong Kong
28 May 2026
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SECURITIES TAXATION
The taxation of income and capital gains of holders of H Shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of H Shares are residents or
otherwise subject to tax. The following summary outlined certain relevant taxation provisions
based on current laws and practices; however, such provisions may be subject to change and
do not constitute legal or tax advice. The discussion has not deal with all possible tax
consequences of holding H Shares nor does it take into account individual circumstances that
are subject to specific restriction. Accordingly, investors should consult their own tax advisor
regarding the tax consequences of holding H Shares. The information provided is based upon
laws and interpretations in effect as of the Latest Practicable Date, and is subject to change,
including possible retrospective adjustment.
THE PRC TAXATION
A. Taxation on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (ج,)
which was last amended on 31 August 2018 and came into effect on 1 January 2019, and the
Regulations on Implementation of the Individual Income Tax Law of the PRC ( ʕശɛ͏΍ձ
ૢԷ), which were last amended on 18 December 2018 and came into
effect on 1 January 2019, dividends paid by PRC enterprises are subject to individual income
tax levied at a flat rate of 20%. For a foreign individual who is not a resident of the PRC, the
receipt of dividends from a PRC enterprise is normally subject to an withholding income tax
of 20% unless specifically exempted by the tax authority of the State Council or reduced by
relevant tax treaty.
Meanwhile, pursuant to the Notice on Issues Concerning the Differentiated Individual
Income Tax Policies on Dividends and Bonuses of Listed Companies (ߎࢹٰ
) (Cai Sui [2015] No. 101) promulgated by the
Ministry of Finance, the SAT and the China Securities Regulatory Commission on 7 September
2015 and came into effect on 8 September 2015, where an individual acquires and holds for
over one year the stocks of listed companies through public offerings or from the stock
exchange of the place where the company is listed and transfer of stock, the income from the
dividends and bonuses thereof are temporarily exempted from individual income tax. However,
for holding period of one month or less, individual income tax shall be taxable on the dividends
thereof in full amount; while a holding period between one month and one year (one year
inclusive), the incomes from the dividends thereof shall be taxable income at a tax rate of 50%.
In each case where applicable, a flat rate of 20% shall be applied.
In accordance with the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with respect to Taxes on Income (੻ᒒеᕐ
τર) signed on 21 August 2006, the PRC Government may levy
taxes on the dividends paid by a PRC company to Hong Kong residents at a tax rate of not
exceeding 10%. However, if a Hong Kong resident directly holds 25% or more of the equity
interest in a PRC company, such tax rate shall not exceed 5%.
Pursuant to the announcement of the Administrative Measures for Non-resident
Taxpayers’ Enjoyment of Treaty Treatment ([2019] No. 35) (༾၍
([2019]35 ໮)) promulgated by the SAT and became effective on 1 January 2020,
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non-resident taxpayers with tax obligations in China who wish to enjoy treaty benefits may file
a withholding declaration at the time of tax return filing or through a withholding agent, where
such taxpayers enjoy such treatment through a mechanism of self-determination, self-
declaration and keeping supporting documents for future inspection by tax authorities.
Enterprise Investors
In accordance with the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Άุ
) issued by National People’s Congress on 16 March 2007, came into effect on 1
January 2008 and lately amended on 29 December 2018 and the Implementation Provisions of
the Enterprise Income Tax Law of the PRC (ૢԷ)
issued by the State Council on December 6, 2007, came into effect on 1 January 2008 and lately
amended on 6 December 2024, a non-resident enterprise is generally subject to enterprise
income tax at 10% on PRC-sourced income (including dividends paid by a PRC resident
enterprise on which shares issued and listed in Hong Kong), if it does not have an
establishment or premise in the PRC or its income has no real connection with such
establishment or premise. Such income tax may be reduced pursuant to applicable tax treaties,
if applicable, to avoid double taxation. The tax payment is deducted at source, where the payer
of the dividend 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 Notice on the Issues Concerning Withholding the Enterprise Income Tax on the
Dividends Paid by Chinese Resident Enterprises to H-Share Holders Which Are Overseas
Non-resident Enterprises (Guo Shui Han [2008] No. 897) (͏ΆุΣྤ̮H֢ڢٰ
ٝ(਷೼Ռ[2008]897 ໮)), which was
issued by the SAT on 6 November 2008, further clarifies that a PRC-resident enterprise must
withhold enterprise income tax at a rate of 10% on the dividends of 2008 and onwards that it
distributes to overseas non-resident enterprise shareholders of H Shares. In addition, the
Response to Questions on Levying Enterprise Income Tax on Dividends Derived by
Non-resident Enterprise from Holding Stock such as B Shares (Guo Shui Han [2009] No.
394) (͏Άุ՟੻Bҭᔧ(਷೼Ռ[2009]394 ໮)),
which was issued by the SAT and implemented on 24 July 2009, further provides that any
PRC-resident enterprise which are listed on overseas stock exchanges must withhold and remit
enterprise income tax at a rate of 10% on dividends of 2008 and onwards that it distributes to
non-resident enterprises. Applicable withholding tax rates may be further reduced pursuant to
the tax treaty or agreement that China has entered into with a relevant jurisdiction, where
applicable.
Pursuant to the Arrangement between the Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼ձ
τર) signed on 21 August 2006, the PRC Government may levy taxes on the
dividends paid by a PRC company to Hong Kong residents (including natural person and legal
entities) in an amount not exceeding 10% of the total dividends payable by the PRC company.
However, if a Hong Kong resident directly holds 25% or more of the equity interest in the PRC
company, then such tax shall not exceed 5% of the total dividends payable.
Tax Treaties
Non-resident investors residing in countries or regions which have entered into taxation
agreements for the avoidance of double taxation with the PRC are generally entitled to a lower
withholding tax rate on the dividends received from PRC enterprises. The PRC has entered into
such agreements with a number of jurisdictions including but not limited to Hong Kong, China,
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Macau, China, Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands,
Singapore, the United Kingdom and the United States. Pursuant to the Law of the People’s
Republic of China on the Administration of Tax Collection ( ʕശɛ͏΍ձ਷೼ϗᅄϗ၍ଣ
), where there are differences between provisions of applicable tax treaties and agreements
and those of domestic tax legislations, such treaties and agreements shall prevail.
Where non-PRC resident taxpayers entitled to but have not enjoyed preferential tax rates
in accordance with applicable tax treaties or arrangements, the taxpayers may apply to the PRC
tax authorities for a refund of the withholding tax in excess of the applicable tax rate specified
by the tax treaties, and the refund shall be subject to verification and approval by the PRC tax
authorities.
B. Taxation on Share Transfer
VAT and Local Surcharges
Pursuant to the Notice on the Full Implementation of Pilot Programme for Transition from
Business Tax to V AT (Cai Shui [2016] No. 36) (ٝ
(ৌ೼[2016]36 ໮)), effective from 1 May 2016 with latest amendment on 20 March 2019,
individuals and entities engaged in provision of services within the PRC shall be subject to
V AT. Based on the notice and its appendices aforesaid, provision of services shall include
transfer of financial products, which include marketable securities. Unless otherwise required
by No. 36 notice or other regulations issued by the Ministry of Finance and SAT, services shall
be deemed as being provided within the PRC if the service providers or recipients are located
in the PRC.
Transfer of marketable securities is generally subject to V AT at 6% on the taxable income.
However, individuals are exempt from V AT upon transfer of financial products. For the purpose
of V AT, taxable income refers to the net proceeds from sales, calculated by deducting the
original purchase price from the selling price. This V AT regime applies to both general V AT
taxpayers and foreign V AT taxpayers.
Pursuant to the aforementioned provisions, non-resident individuals transferring H Shares
are exempted from V AT in the PRC. Should the purchaser of H Shares be an individual or entity
located outside the PRC, non-resident enterprises may likewise be exempted from V AT. In
contrast, should the purchaser be an individual or entity located within the PRC, such
non-resident enterprise holders may be subject to V AT in the PRC.
INCOME TAX
Individual Investor
According to the Individual Income Tax Law of the PRC (੻೼
), as last amended on August 31, 2018 and effective from January 1, 2019, income derived
from the transfer of equity interests in PRC resident enterprises is generally subject to
individual income tax at a rate of 20%. However, pursuant to the Circular on Relevant Issues
Concerning the Collection of Individual Income Tax over the Income Received by Individuals
from Transfer of Listed Shares Subject to Sales Limitation (הٰ
) (Cai Shui [2009] No. 167), jointly issued by the MOF
and the SAT on March 30, 1998, income derived by individuals from the transfer of shares of
listed companies has been temporarily exempted from individual income tax with effect from
January 1, 1997.
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On December 31, 2009, the MOF, the SAT and the CSRC jointly issued the
Supplementary Circular on Relevant Issues Concerning the Collection of Individual Income
Tax over the Income Received by Individuals from Transfer of the Listed Shares Subject to
Sales Limitations (໾̂ஷ
) (Cai Shui [2010] No. 70). The Circular provides that income derived by individuals from
the transfer of listed shares acquired through public issuance and trading on the Shanghai Stock
Exchange or the Shenzhen Stock Exchange shall continue to be exempt from individual income
tax. However, for listed shares subject to trading restrictions, individual income tax shall be
levied at a rate of 20%. As of the Latest Practicable Date, there is no provision that expressly
stipulates that non-resident individuals are required to pay individual income tax on the
transfer of shares of PRC resident enterprises listed on overseas stock exchanges.
According to the Enterprise Income Tax Law () issued
by promulgated by the Standing Committee of the National People’s Congress on March 16,
2007, came into effect on January 1, 2008 and last amended on December 29, 2018 and the
Implementation Rules of the EIT Law of the People’s Republic of China (2024 Revision) ( ʕ
ૢԷ) issued by promulgated by the State Council on
December 6, 2007, came into effect on January 1, 2008 and last amended on December 6, 2024,
non-resident enterprises are generally subject to PRC enterprise income tax at a rate of 10%
on income sourced from within the PRC (including gains derived from the transfer of equity
interests in PRC resident enterprises). Such tax liability arises only if the non-resident
enterprise does not maintain an establishment or place of business within the PRC, or if the
relevant income is not effectively connected with the business activities of any such
establishment or place of business. Enterprise income tax is levied by way of withholding at
source, with the payor being the withholding agent. The withholding agent is required to
withhold tax from the amounts paid or payable to non-resident enterprises at the time of
payment or when the payment becomes due. Such tax obligation may be reduced or exempted
pursuant to applicable tax treaties or arrangements for the avoidance of double taxation entered
into between the PRC and the relevant jurisdictions.
Stamp Duty
According to the Stamp Duty Law of the PRC (),
promulgated by the Standing Committee of the National People’s Congress on June 10, 2021
and effective from July 1, 2022, entities and individuals that execute taxable vouchers within
the PRC, engage in securities transactions, or execute taxable vouchers outside the PRC for use
within the PRC, are required to pay stamp duty.
Estate Duty
As of the Latest Practicable Date, no estate tax is currently imposed in the PRC.
Foreign Exchange
Renminbi is the lawful currency of the PRC. Currently, Renminbi is subject to foreign
exchange controls and cannot be freely converted into foreign currencies. The SAFE, under the
authorization of the People’s Bank of China, is responsible for the administration of all matters
related to foreign exchange, including the enforcement of applicable foreign exchange control
regulations.
On January 29, 1996, the State Council promulgated the Regulations on the
Administration of Foreign Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), which
became effective on April 1, 1996. These regulations categorize all international payments and
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transfers into current account items and capital account items. Most current account items no
longer require the prior approval of the SAFE, while capital account items continue to be
subject to such approval. Pursuant to the latest amendment to the Regulations on the
Administration of Foreign Exchange, which became effective on August 5, 2008, there are no
longer any restrictions on international payments and transfers under current account items.
On June 20, 1996, the People’s Bank of China promulgated the Regulations on the
Settlement, Sale and Payment of Foreign Exchange (), which
became effective on July 1, 1996. These regulations eliminated all remaining restrictions on the
convertibility of foreign exchange under current account items, while retaining the existing
restrictions on foreign exchange transactions under capital account items.
Pursuant to the Announcement of the People’s Bank of China on Reforming the RMB
Exchange Rate Regime (ʮѓ)
(Announcement [2005] No. 16 of the People’s Bank of China), which became effective on July
21, 2005, the PRC reformed its exchange rate regime to implement a managed floating
exchange rate system based on market supply and demand with reference to a basket of
currencies. As a result, the Renminbi exchange rate is no longer pegged solely to the U.S.
dollar. The People’s Bank of China announces, after the close of trading on each business day,
the closing price of the Renminbi against the U.S. dollar and other foreign currencies in the
interbank foreign exchange market, which serves as the central parity rate for trading of such
currencies against the Renminbi on the following business day.
Since January 4, 2006, the People’s Bank of China has introduced over-the-counter
transactions into the interbank spot foreign exchange market to improve the formation
mechanism of the RMB central parity rate, while retaining the existing foreign exchange trade
matching system. In addition, the People’s Bank of China introduced a market maker
mechanism to provide liquidity to the foreign exchange market. On July 1, 2014, the People’s
Bank of China further improved the RMB exchange rate formation mechanism by authorizing
the China Foreign Exchange Trade System to collect quotes from interbank foreign exchange
market makers before the opening of the daily interbank foreign exchange market. The market
makers’ quotes are used as the calculation samples for the RMB central parity rate against the
U.S. dollar. After excluding the highest and lowest quotes, the remaining quotes of market
makers are weighted and averaged to determine the central parity rate of the RMB against the
U.S. dollar for the day, which is published at 9:15 a.m. on each business day, along with the
central parity rates of the RMB against other currencies. On August 11, 2015, the People’s
Bank of China announced improvements to the quotation mechanism for the RMB-U.S. dollar
central parity rate, authorizing market makers to submit central parity quotations to the China
Foreign Exchange Trade System before the opening of the daily interbank foreign exchange
market with reference to the previous day’s closing rate in the interbank foreign exchange
market, supply and demand conditions in the foreign exchange market and changes in exchange
rates of major international currencies.
On August 5, 2008, the State Council promulgated the amended Regulations on the
Administration of Foreign Exchange, which brought significant changes to China’s foreign
exchange regulatory system. First, the amended Regulations on the Administration of Foreign
Exchange adopt a more balanced approach to capital inflows and outflows. Foreign currency
income earned overseas may be remitted into China or retained abroad. However, foreign
currencies under capital account items, as well as funds converted into foreign currency for
settlement, may only be used for purposes approved by the relevant competent departments and
foreign exchange administration authorities. Second, the amended regulations improved the
RMB exchange rate formation mechanism, making the RMB exchange rate more closely
aligned with market supply and demand. Third, the regulations strengthened the monitoring of
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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cross-border foreign currency flows. In the event of a significant imbalance in cross-border
receipts and payments or a severe actual or potential crisis in the domestic economy, the State
has the authority to implement protective or control measures to safeguard the balance of
international payments. Fourth, the amended regulations enhanced the supervision and
administration of foreign exchange transactions and granted the SAFE broad powers to
strengthen its regulatory and administrative capabilities.
Pursuant to the applicable PRC laws and regulations, PRC enterprises (including
foreign-invested enterprises) may, for current account transactions, use foreign exchange to
make payments directly from their foreign exchange accounts opened with designated foreign
exchange banks upon presentation of valid transaction documents or evidence, without
obtaining prior approval from the foreign exchange departments. Foreign-invested enterprises
that need to pay profits to their shareholders in foreign currency, as well as PRC enterprises
(such as the Company) that are required under relevant regulations to pay dividends to their
shareholders in foreign currency, may do so pursuant to resolutions of their board of directors
or shareholders’ meetings. Payments may be made directly from the foreign exchange account
or through designated foreign exchange banks for currency conversion and remittance.
On October 23, 2014, the State Council promulgated the Decision of the State Council on
Cancelling and Adjusting a Number of Administrative Approval Items and Other Matters ( ਷
) (Guo Fa [2014] No. 50), which
decided to cancel the approval requirements of the SAFE and its branches for the repatriation
and settlement of funds raised by overseas-listed foreign-invested shares into RMB accounts
in the PRC.
On December 26, 2014, the SAFE promulgated and implemented the Circular of the State
Administration of Foreign Exchange on Issues Concerning the Administration of Foreign
Exchange Involved in Overseas Listing (Hui Fa [2014] No. 54), which requires domestic
companies to register their overseas listings with the local branch of the SAFE within 15
business days from the completion of the overseas listing and issuance. Proceeds from such
listings may be remitted into the PRC or retained abroad, and their use must be consistent with
the purposes stated in the registration and other disclosure documents.
Pursuant to the Circular of the SAFE on Further Improving and Adjusting Foreign
Exchange Administration Policies for Direct Investment (ආɓӉᔊʷձ
) (Hui Fa [2015] No. 13), which was issued by the SAFE
on February 13, 2015 and became effective on June 1, 2015, the administrative approval for
foreign exchange registration under domestic and foreign direct investment was cancelled.
Such registration is currently handled directly by qualified banks, while the SAFE and its
branches implement indirect supervision through banks to handle relevant foreign exchange
business.
Pursuant to the Notice of the SAFE on Reforming and Regulating the Policies of
Administration of Foreign Exchange Settlement for Capital Account (׵
) (Hui Fa [2016] No. 16), which came into effect
on June 9, 2016 and was last amended on December 4, 2023, domestic institutions are allowed
to undertake foreign exchange settlement for capital account (including proceeds from overseas
listing) in the banks according to their actual business needs. The ratio of the discretionary
exchange rate of such receipts is tentatively set at 100%. The SAFE may adjust the above ratio
in due course according to the balance of payment status.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Pursuant to the Circular of the SAFE on Optimizing Foreign Exchange Administration to
Support the Development of Foreign-related Business (Hui Fa [2020] No. 8) (̮ි၍ଣ
(ි೯[2020]8 ໮)), which became effective on
April 10, 2020, the reform of facilitating the payments of incomes under the capital accounts
shall be promoted nationwide. Under the prerequisite of ensuring true and compliant use of
funds and compliance and complying with the prevailing administrative provisions on use of
income from capital projects, enterprises which satisfy the criteria are allowed to use income
under the capital account, such as capital funds, foreign debt and overseas listing, etc., for
domestic payment, without the need to provide proof materials for veracity to the bank
beforehand for each transaction.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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This Appendix sets out the summary of certain aspects of the PRC laws and regulations
that are relevant to the Company’s operations and businesses. The PRC tax laws and
regulations are discussed separately in Appendix III — Taxation and Foreign Exchange to this
document. A summary of the Company Law of the PRC and other relevant legal and regulatory
requirements is also set out in this Appendix. The primary purpose of this summary is to
provide potential investors with an overview of the principal legal and regulatory requirements
applicable to the Company. This summary is not intended to contain all information that is
important to potential investors. Please refer to the Regulatory Overview section of this
document for a discussion of the laws and regulations relevant to our business.
PRC LEGAL SYSTEM
The PRC legal system is based on the Constitution of the PRC ()
(the “Constitution”) and is made up of laws, administrative regulations, local regulations,
separate regulations, departmental rules of the State Council, local government rules and
regulations, autonomous regulations, separate regulations of autonomous regions, laws of
special administrative regions, international treaties to which the PRC government is a
signatory and other regulatory documents. Court judgments do not constitute legally binding
precedents but may be used for judicial reference and guidance.
According to the Constitution and the Legislation Law of the PRC ( ʕശɛ͏΍ձ਷ͭ
) (the “Legislation Law”) amended on March 13, 2023 and came into effect on
March 15, 2023, the National People’s Congress (the “NPC”) and the Standing Committee of
the National People’s Congress (the “SCNPC”) are empowered to exercise the legislative
power of the State. The NPC has the power to enact and amend basic laws governing criminal
and civil matters, state organs and other matters. The SCNPC is empowered to enact and amend
laws other than those required to be enacted by the NPC and to supplement and amend any
parts of laws enacted by the NPC during the adjournment of the NPC, provided that such
supplements and amendments are not in conflict with the basic principles of such laws.
The State Council is the highest administrative organ of the State and has the power to
enact administrative regulations based on the Constitution and laws. The people’s congresses
of provinces, autonomous regions and municipalities and their respective standing committees
may enact local regulations based on the specific circumstances and actual requirements of
their own respective administrative areas, provided that such local regulations must not
contravene any provisions of the Constitution, laws or administrative regulations. The people’s
congresses and their respective standing committees of cities with subordinate districts may
enact local regulations based on their own specific circumstances and actual requirements
relating to urban and rural development and management, environmental protection and the
conservation of history and culture, provided that such local regulations are not in conflict with
any provisions of the Constitution, laws, administrative regulations and local regulations of
provinces or autonomous regions. If the laws have other provisions on the enactment of local
regulations for cities with subordinate districts, such other provisions shall prevail. Local
regulations for cities with subordinate districts must be reported to the people’s congresses of
the provinces and autonomous regions for approval before implementation.
The standing committees of the people’s congresses of the provinces or autonomous
regions shall review the legitimacy of the local regulations submitted for approval, and
approval shall be granted within four months if they do not contravene the Constitution, laws,
administrative regulations and the local regulations of the provinces or autonomous regions.
The people’s congresses of ethnic autonomous areas have the power to enact autonomous
regulations and separate regulations in the light of the political, economic and cultural
characteristics of each ethnic group in the area. All ministries and committees of the State
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
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--- page 419 ---
Council, the People’s Bank of China, the National Audit Office, and the public institutions
directly under the State Council with administrative and management functions may enact rules
and regulations within the scope of their terms of reference in accordance with the laws and
the administrative regulations, decisions and rulings of the State Council.
The Constitution has supreme legal authority and no laws, administrative regulations,
local regulations, autonomous regulations or separate regulations or rules may contravene the
Constitution. The authority of laws is greater than that of administrative regulations, local
regulations and rules. The authority of administrative regulations is greater than that of local
regulations and rules. The authority of rules and regulations enacted by the people’s
governments of provinces and autonomous regions is greater than that of the rules enacted by
the people’s governments of the cities with subordinate districts within their respective
administrative areas.
The NPC has the power to alter or annul any inappropriate laws enacted by the SCNPC
and has the power to annul any autonomous regulations and separate regulations which have
been approved by the SCNPC but which contravene the Constitution and the Legislation Law.
The SCNPC has the power to annul any administrative regulations that contravene the
Constitution and the laws, to annul any local regulations that contravene the Constitution, laws
or administrative regulations, and to annul any autonomous regulations or separate regulations
which have been approved by the standing committees of the people’s congresses of the
relevant provinces, autonomous regions or municipalities but which contravene the
Constitution and the Legislation Law. The State Council has the power to alter or annul any
inappropriate departmental rules and local rules and regulations. The people’s congresses of
provinces, autonomous regions or municipalities have the power to alter or annul any
inappropriate local regulations enacted or approved by their respective standing committees.
The standing committees of the local people’s congresses have the power to annul any
inappropriate rules and regulations enacted by the people’s governments at the same level. The
people’s governments of provinces and autonomous regions have the power to alter or annul
any inappropriate rules and regulations enacted by the people’s governments at a lower level.
According to the Constitution and the Legislation Law, the power to interpret laws is
vested in the SCNPC. According to the Decision of the Standing Committee of the National
People’s Congress Regarding Strengthening the Interpretation of Laws (ɽึ
Ӕᙄ) approved by the SCNPC and came into effect on
June 10, 1981, the Supreme People’s Court of the PRC has authority to give interpretation on
questions involving the specific application of laws and decrees in court trials. The Supreme
People’s Procuratorate has authority to give interpretation on questions involving the specific
application of laws and decrees in prosecutions conducted by procuratorates. The State Council
and the competent authorities have authority to give interpretation on questions involving the
specific application of other laws and decrees not relating to court trials and prosecution work.
If the scope of local regulations requires further definition or supplementary provisions,
the standing committees of the people’s congresses of the provinces, autonomous regions and
municipalities that enact such regulations shall have authority to give interpretation or enact
provisions. The power to give interpretation on questions involving the specific application of
the local regulations is vested with the competent authorities of the people’s government of the
provinces, autonomous regions and municipalities.
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
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PRC JUDICIAL SYSTEM
Under the Constitution and the PRC Law on the Organization of the People’s Courts ( ʕ
) amended on October 26, 2018 and came into effect on
January 1, 2019, the people’s courts of the PRC are made up of the Supreme People’s Court,
the local people’s courts and other special people’s courts. The local people’s courts are divided
into three levels, namely, the primary people’s courts, the intermediate people’s courts and the
higher people’s courts. The primary people’s courts may establish certain people’s tribunals
according to the circumstances of the location, population and cases. The Supreme People’s
Court is the highest judicial body in the PRC. It supervises the adjudication work of the local
people’s courts and special people’s courts at all levels, and people’s courts at a higher level
will supervise adjudication work of the people’s courts at a lower level.
Under the Constitution and the PRC Law on the Organization of the People’s
Procuratorate () amended on October 26, 2018 and came
into effect on January 1, 2019, the people’s procuratorate is the law supervision authority of
the State. The Supreme People’s Procuratorate leads the work of local people’s procuratorates
and special people’s procuratorates at all levels, and the people’s procuratorate at a higher level
will lead the work of the people’s procuratorate at a lower level.
The people’s courts implement the two-instance final trial system, the judgment or ruling
of second instance of the people’s court shall be the final judgment and ruling. A party who is
dissatisfied with the judgment or ruling of the first instance of the local people’s court may file
an appeal. The people’s procuratorate may file a protest with the people’s court at the next
higher level in accordance with the procedures prescribed by law. If the party does not file an
appeal and the people’s procuratorate does not protest within the prescribed time limit, the
judgment or ruling of the people’s court shall be final. The judgments and rulings of second
instance made by the intermediate people’s courts, the higher people’s courts and the Supreme
People’s Court, and the judgments and rulings of first instance handed down by the Supreme
People’s Court shall be final judgments and rulings. However, if the Supreme People’s Court
or the local people’s court at a higher level finds that the effective judgment or ruling of the
people’s court at the lower level is indeed erroneous, or the presiding judge of the people’s
court at any level finds that the effective judgment or ruling of the people’s court at the same
level is indeed erroneous, a retrial may be conducted in accordance with the judicial
supervision procedures.
The Civil Procedure Law of the PRC (2023 Amendment) (ج
2023ࠈࡌ)) adopted by the SCNPC on September 1, 2023 and came into effect on
January 1, 2024, set forth the criteria for instituting a civil action, the jurisdiction of the
people’s courts, the procedures to be followed for conducting a civil action and the procedures
for enforcement of a civil judgment or order. All parties to a civil action conducted within the
territories of the PRC must comply with the Civil Procedure Law of the PRC. Generally, a civil
case is initially heard by a local court of the place in which the defendant resides. The parties
to a contract may, by express agreement, select a judicial court with competent jurisdiction to
hear civil actions arising from disputes on contracts or disputes on property, equity interest or
other assets, provided that the judicial court must be located at the place directly related to the
dispute, such as the place of residence of the plaintiff or defendant, the place of performance
or the place of execution of the contract, or the place where the object of the civil action is
located. However, under any circumstances, the choice of court must not contravene the
provisions regarding different jurisdictions and exclusive jurisdiction.
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A foreign national or a stateless person or a foreign-invested enterprise or a foreign
organization that files a lawsuit or defends a case in the people’s court shall enjoy the same
rights and bear the same obligations of litigation as a citizen or legal person or other
organization of the PRC. If a judicial court of a foreign country limits the litigation rights of
PRC citizens and enterprises, the PRC courts may impose the same limitations to the citizens
and enterprises of that foreign country. If a foreign individual, a stateless person, a
foreign-invested enterprise or a foreign organization that files a lawsuit or defends a case in the
people’s court needs to engage a lawyer, he/she/it should employ a PRC lawyer. According to
the international treaties or principles of reciprocity signed or joined by the PRC, the people’s
courts and the foreign courts may request each other to deliver documents, conduct
investigations and collect evidence or take other actions on behalf of the other side. If any
request from a foreign court may give rise to infringement on the sovereignty, security or
public interest of the PRC, the people’s court should refuse the request.
All parties to the litigation must enforce legally effective civil judgments and rulings. If
either party to a civil action refuses to enforce a judgment or ruling made by a people’s court
of the PRC or an award made by an arbitral tribunal, the other party may apply to the people’s
court for enforcement within two years. The application for suspension or interruption of the
enforcement period shall comply with the provisions on suspension or interruption of the
limitation period under applicable laws.
A party applies to the people’s court seeking to enforce an effective judgment or ruling
of a people’s court against a party who is not personally within the PRC or whose property is
not within the PRC, may apply to a foreign court with competent jurisdiction over the case for
recognition and enforcement of the judgment or ruling. If the PRC has signed or joined an
international treaty with the relevant foreign country under which foreign judgment or ruling
may be recognized and enforced, or if the judgment or ruling satisfies the required conditions
after review by the court according to the principle of reciprocity, unless subject to other
exceptions, the people’s court may recognize and enforce the foreign judgment and ruling
according to the enforcement procedure of the PRC, but except the people’s court finds that the
recognition or enforcement of such judgment or ruling will result in violation of the basic legal
principles of the PRC, its sovereignty or security or against social and public interest.
THE COMPANY LA W OF THE PRC (), THE TRIAL
ADMINISTRATIVE MEASURES OF OVERSEAS SECURITIES OFFERING AND
LISTING BY DOMESTIC COMPANIES ()
AND THE GUIDELINES FOR ARTICLES OF ASSOCIATION OF LISTED
COMPANIES (ˏ)
A joint stock limited company incorporated in the PRC seeking for listing on The Stock
Exchange of Hong Kong Limited is primarily subject to the provisions of the Company Law
of the PRC () (the “Company Law”) and the Trial Administrative
Measure of Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ
) (the “Trial Measures”).
The Company Law was approved by the Fifth Meeting of the Eighth Session of the
SCNPC on December 29, 1993, and came into effect on July 1, 1994, and were amended
respectively on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013,
October 26, 2018 and December 29, 2023. The last amended Company Law came into effect
on July 1, 2024.
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The Trial Measures promulgated by the CSRC on February 17, 2023 and its five
explanatory guidelines came into effect on March 31, 2023, which are applicable to direct and
indirect overseas listing of domestic companies.
Pursuant to the Trial Measures and its explanatory guidelines, domestic companies
seeking for direct overseas offering and listing shall prepare the Articles of Association
according to the Guidelines for Articles of Association for Listed Companies ( ɪ̹ʮ̡௝೻
ˏ) (the “Guidelines for Articles of Association”) to replace the Mandatory Provisions for
Articles of Association of Companies Listing Overseas ( Ցྤ̮ɪ̹ʮ̡௝೻̀௪ૢಛ)
which were no longer applicable since March 31, 2023. The Guidelines for Articles of
Association were promulgated by the CSRC on December 16, 1997 and last amended on March
28, 2025.
A summary of the major provisions of the Company Law, the Trial Measures and the
Guidelines for Articles of Association applicable to the Company is set out below.
GENERAL PROVISIONS
A joint stock limited company refers to an enterprise legal person incorporated in
accordance with the Company Law with its registered capital divided into shares of equal par
value. The liabilities of its shareholders are limited to the extent of the price payments of the
shares they subscribe for. And the liabilities of the Company are limited to the value of all the
properties it owns.
The Company must abide by laws, social and business ethics in conducting its operating
activities. The Company may invest in other companies with limited liability. The Company’s
liability to these investee companies is limited to the amounts contributed. Except as otherwise
provided by law, the Company shall not be a capital contributor to an enterprise if such
investment may make the Company jointly and severally liable for the debts of the investee
enterprise.
INCORPORATION
A joint stock limited company may be incorporated by promotion or public subscription.
A joint stock limited company may be incorporated by a minimum of one but not more than
200 promoters, and at least half of the promoters must have residence within the PRC.
The promoters must convene an inaugural meeting within 30 days after the share capital
is fully paid-up and must give notice to all subscribers or make an announcement on the date
of the inaugural meeting 15 days before the meeting. The inaugural meeting may be convened
only with the presence of the promoters and the subscribers holding more than 50% of the total
number of shares. Powers that may be exercised at the inaugural meeting include, but not
limited to, the adoption of articles of association, the election of members of the board of
directors and members of the supervisory committee of the company. All resolutions of the
aforesaid matters require approval by more than 50% of the votes cast by subscribers attending
the meeting.
Within 30 days after the conclusion of the inaugural meeting, the board of directors must
apply to the registration authority for registration of the incorporation of the joint stock limited
company. After the business license has been issued by the relevant registration authority, the
company is formally established, and has the status of a legal person.
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REGISTERED SHARES
According to the Company Law, a shareholder may contribute capital in cash or in kind
or in consideration of non-monetary properties such as intellectual property rights, land use
right, equity interests or creditor’s rights of debts that can be valued in currency and may be
transferred in accordance with the law.
The Trial Measures stipulate that domestic enterprises that are listed overseas may raise
funds and distribute dividends in foreign currencies or in Renminbi.
According to the Company Law, a joint stock limited company is required to maintain a
Register of Members, which shall contain in detail the following information: (I) the name and
domicile of each shareholder; (II) the class and number of shares subscribed by each
shareholder; (III) the stock serial number (if issued in paper form); and (IV) the date each
shareholder acquired the shares.
ALLOTMENT AND ISSUE OF SHARES
All issuance of shares by a joint stock limited company shall be on an equal and equitable
basis. Shares of the same class must carry the same rights. Shares of the same class issued at
the same time must be issued on the same conditions and at the same price. A joint stock
limited company may issue shares at par value or at a premium, but cannot issue shares at a
price below par value.
A domestic enterprise seeking to be listed overseas shall file with the CSRC in accordance
with the provisions of the Trial Measures, and submit a filing report, legal opinion and other
relevant materials, and give an authentic, accurate and complete description of shareholders’
information. Where a domestic enterprise issues shares directly for listing overseas, the issuer
shall file with the CSRC. Where a domestic enterprise plans to go for indirect listing overseas,
the issuer shall designate the major domestic operating entity as the domestic responsible
person and make a filing with the CSRC.
INCREASE IN SHARE CAPITAL
Under the Company Law, in the case of a joint stock limited company issuing new shares,
resolutions shall be passed at the shareholders’ general meeting in respect of the class and
number of new shares, the issue price of the new shares, the commencement and end dates for
the issuance of new shares and the class and number of the new shares proposed to be issued
to existing shareholders, if any. If no par value stock is issued, the proceeds from the issuance
of the new stocks shall be included into the registered capital. Additionally, if a company
intends to make public offering of shares, it is required to complete the registration with the
securities regulatory authority of the State Council and announce the document.
REDUCTION OF SHARE CAPITAL
A company may reduce its registered capital in accordance with the following procedures
prescribed by the Company Law:
(I) preparing a balance sheet and a property list;
(II) making a resolution at shareholders’ general meeting to reduce its registered capital;
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(III) a company shall inform its creditors within 10 days and publish an announcement
in newspapers or the National Enterprise Credit Information Publicity System within
30 days after the approval of resolution of reducing registered capital;
(IV) the creditors shall have the right to require a company to repay its debts or provide
corresponding guarantees within 30 days after receiving the notice or within 45 days
after the announcement if the creditors have not received the notice;
(V) a company shall apply to the relevant administration for industry and commerce for
the modification registration for the reduction of registered capital.
A company shall reduce registered capital in proportion to the shares held by
shareholders, unless otherwise provided by laws or the articles of association of a joint stock
limited company.
REPURCHASE OF SHARES
According to the Company Law, a joint stock limited company may not repurchase its
own shares except in any of the following circumstances:
(I) reducing the registered capital;
(II) merging with other company that holds the shares of the company;
(III) using the shares for employee stocks plan or equity incentives;
(IV) shareholders who vote against the resolutions on merger and division of the
company passed by the shareholders’ general meeting have the right to request the
company to acquire the shares held by them;
(V) a company repurchases its shares for conversion of its issued convertible corporate
bonds;
(VI) as required for maintenance of the market value and protection of shareholders’
rights and interests of a listed company
The repurchase of its outstanding shares by a company due to the circumstances specified
in items (I) to (II) above shall be subject to approval by a resolution of a shareholders’ general
meeting. The repurchase of its outstanding shares by a company due to the circumstances
specified in items (III), (V) and (VI) above shall be authorised by the articles of association
or a resolution of the shareholders’ general meeting and subject to approval by a resolution of
a board Meeting attended by two-thirds of the directors.
Following the repurchase of our Company’s shares by a company in accordance with the
above provisions, such shares shall be canceled within 10 days from the date of repurchase in
the case of item (I) above; such shares shall be transferred or canceled within six months in the
case of items (II) and (IV) above; and such shares shall be transferred or canceled within three
years in the case of items (III), (V) and (VI) above, provided that the total number of shares
held by a company through repurchases shall not exceed 10% of the total number of issued
shares of the company.
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TRANSFER OF SHARES
Shares held by a shareholder may be transferred according to the law. Under the Company
Law, a shareholder of a joint stock limited company should affect a transfer of his/her shares
on securities established exchange according to the law or by any other means as required by
the State Council. Registered shares may be transferred by endorsement of shareholders or by
other means stipulated by laws or administrative regulations. After the transfer, a company
shall record the name and address of the transferee in the register of shareholders. No changes
of registration in the share register shall be affected during a period of 20 days prior to the
convening of shareholder’s general meeting or 5 days prior to the record date for a company’s
distribution of dividends. If any law, administrative regulation, or any provision by the
securities regulatory authority of the State Council specifies otherwise for the modification of
the register of shareholders of a listed company, such provisions shall prevail.
Under the Company Law, shares issued by a joint stock limited company prior to the
public offering of shares shall not be transferred within one year from the date on which the
shares of a company are listed and traded on a securities exchange. The directors, supervisors
and senior management of the company should declare to the company the shares they hold and
the changes thereof. During the term of office as determined when they assume the posts, the
shares transferred each year should not exceed 25% of the total shares they hold of the
company. Shares of a company held by its directors, supervisors and senior management shall
not be transferred within one year from the date of a company’s listing on a securities
exchange, nor within six months after their resignation from their positions with a company.
If the shares are pledged within the time limit for restricted transfer as provided for by
laws and administrative regulations, the pledgee cannot exercise the pledge right within such
restricted period.
SHAREHOLDERS
Under the Company Law and Guidelines for Articles of Association, the rights of a
shareholder of a company include:
(I) receiving dividends and other forms of distributions in proportion to their
shareholdings;
(II) requesting, convening, presiding over, participating in or entrust a proxy to attend
shareholders’ general meetings and exercising corresponding rights to vote;
(III) supervising the business operations of the company, making recommendations or
raising questions;
(IV) the transfer, donation or pledge of their shares in accordance with laws,
administrative regulations and the articles of association;
(V) reviewing and copying the articles of association, register of members, minutes of
shareholders’ general meetings, resolutions of board meeting, resolutions of board
of supervisors’ meetings, and financial and accounting reports; eligible shareholders
may review the company’s accounting books and accounting vouchers;
(VI) in the event of the winding-up or liquidation of a company, participating in the
distribution of remaining property of a company in proportion to the number of
shares held;
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(VII) requiring the company to purchase their shares if the shareholder votes against the
company merger or division resolution passed by the shareholders’ general meeting;
(VIII) other rights conferred by laws, administrative regulations, departmental rules, the
regulatory rules of the stock exchange on which the company’s shares are listed or
the articles of association.
The obligations of a shareholder of a company include:
(I) compliance with laws, administrative regulations and the articles of association;
(II) paying full monies based on the shares they have subscribed for;
(III) not withdrawing their shares unless otherwise provided for by laws and
administrative regulations;
(IV) not abusing the shareholders’ rights to harm the interests of the Company or other
shareholders; not abusing the Company’s independent legal person status and the
limited liabilities of the shareholders to harm the interests of the Company’s
creditors;
(V) performing other duties as required by laws, administrative regulations,
departmental rules and the securities regulatory rules of the places where the
Company’s shares are listed.
SHAREHOLDERS’ GENERAL MEETINGS
Under the Company Law, the shareholders’ general meeting of a joint stock limited
company is made up of all shareholders. The shareholders’ general meeting is the organ of
authority of a company, which exercises the following functions and powers:
(I) the election and removal of directors and supervisors, and decisions on matters
relating to the remuneration of directors and supervisors;
(II) approving the reports of the Board;
(III) approving the reports of the Board of Supervisors;
(IV) approving the plans for profit distribution and loss make-up of the company;
(V) making resolutions on the increase or decrease of the registered capital of the
company;
(VI) making resolutions on the issuance of corporate bond;
(VII) making resolutions on the merger, division, dissolution, liquidation or change of the
form of the company;
(VIII) amending the articles of association of the company;
(IX) other functions and powers stipulated in the articles of association.
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Under the Company Law, annual shareholders’ general meetings are required to be held
once every year. An extraordinary shareholders’ general meeting is required to be held within
two months after the occurrence of any of the following circumstances:
(I) the number of directors is less than the number stipulated in the Company Law or
less than two-thirds of the number specified in the articles of association;
(II) when the unrecovered losses of a company amount to one-third of the total share
capital;
(III) shareholders individually or jointly holding 10% or more of the company’s shares
request;
(IV) when deemed necessary by the board;
(V) the board of supervisors proposes to convene a meeting;
(VI) other circumstances as stipulated in the articles of association.
Shareholders’ general meetings shall be convened by the board of directors, and presided
over by the chairman of the board. In the event that the chairman is incapable of performing
or not performing his/her duties, the meeting shall be presided over by the vice chairman. In
the event that the vice chairman is incapable of performing or not performing his/her duties,
a director nominated by more than half of directors shall preside over the meeting.
If the board of directors is incapable of performing or is not performing its duties to
convene the shareholders’ general meeting, the board of supervisors should convene and
preside over shareholders’ general meeting in a timely manner. If the board of supervisors fails
to convene and preside over shareholders’ general meeting, shareholders individually or in
aggregate holding 10% or more of the company’s shares for 90 days or more consecutively may
unilaterally convene and preside over shareholders’ general meeting.
If the shareholders who separately or aggregately hold more than 10% of the shares of the
company request to convene an extraordinary shareholders’ general meeting, the board of
directors and the board of supervisors shall, within 10 days after the receipt of such request,
decide whether to hold an extraordinary shareholders’ general meeting and reply to the
shareholders in writing.
Under the Company Law, a shareholder may entrust a proxy to attend a shareholders’
general meeting, and it should clarify the matters, power and time limit of the proxy. The proxy
shall present a written power of attorney issued by the shareholder to a company and shall
exercise his/her voting rights within the scope of authorization. There is no specific provision
in the Company Law regarding the number of shareholders constituting a quorum in a
shareholders’ general meeting.
Under the Company Law, shareholders present at a shareholders’ general meeting have
one vote for each share they hold, except the shareholders of classified shares. However, shares
held by the company itself are not entitled to any voting rights.
The cumulative voting system may be adopted for the election of directors and
supervisors at the shareholders’ general meeting in accordance with the provisions of the
articles of association or the resolutions of the shareholders’ general meeting. Under the
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accumulative voting system, each share shall have the same number of voting rights as the
number of directors or supervisors to be elected at the shareholders’ general meeting, and
shareholders may consolidate their voting rights when casting a vote.
Under the Company Law and the Guidelines for Articles of Association, the passing of
any resolution requires affirmative votes of shareholders representing more than half of the
voting rights represented by the shareholders who attend the shareholders’ general meeting.
Matters relating to merger, division or dissolution of a company, increase or reduction of
registered capital, change of corporate form or amendments to the articles of association must
be approved by more than two-thirds of the voting rights held by the shareholders present at
the meeting.
DIRECTORS
Under the Company Law, a joint stock limited company should have a board of directors,
which consists of more than three members. The term of office of a director shall be stipulated
in the articles of association, but each term of office shall not exceed three years. Directors may
serve consecutive terms if re-elected.
Meetings of the board of directors shall be convened at least twice a year. All directors
and supervisors shall be noticed 10 days before the meeting for every meeting. The board of
directors exercises the following functions and powers:
(I) convening shareholders’ general meetings and reporting to them:
(II) implementing the resolutions of the shareholders’ general meetings;
(III) deciding on the company’s business plans and investment plans;
(IV) formulating the plans for profit distribution and loss make-up of the company;
(V) formulating plans for the increase or decrease of the registered capital of the
company and the issuance of corporate bond;
(VI) formulating proposals for merger, division, dissolution or change of corporate form;
(VII) determining the internal management structure of the company;
(VIII) determining the appointment or dismissal of the company’s managers and their
remuneration; determining the appointment or dismissal of the company’s deputy
managers and head of finance and their remunerations according to the nomination
of the managers;
(IX) formulating the basic management system of the company;
(X) other functions and powers as required by the articles of association or approved by
the shareholders’ general meeting.
Meetings of the board of directors shall be held only if more than half of the directors are
present. If a director is unable to attend a board meeting, he/she may appoint another director
by a power of attorney specifying the scope of the authorization for another director to attend
the meeting on himself/herself. If a resolution of the board of directors violates the laws,
administrative regulations or the articles of association, and as a result of which the company
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suffers serious losses, the directors participating in the resolution shall be liable to compensate
the company. However, if it can be proved that a director expressly objected to the resolution
when the resolution was voted on, and that such objection was recorded in the minutes of the
meeting, such director may be exempt from such liability.
Under the Company Law, a person may not serve as a director of a company if he/she is:
(I) a person without or with limited civil capacity;
(II) a person who has been sentenced to any criminal penalty due to an offence of
corruption, bribery, encroachment of property, misappropriation of property, or
disrupting the order of the socialist market economy, or has been deprived of
political rights due to a crime, where a five-year period has not elapsed since the
date of completion of the sentence; if he/she is pronounced for suspension of
sentence, a two-year period has not elapsed since the expiration of the suspension
period;
(III) a person who was a director, factory manager or manager of a company or enterprise
which has entered into insolvent liquidation and who was personally liable for the
insolvency of such company or enterprise, where less than three years have elapsed
since the date of the completion of the insolvency and liquidation of such company
or enterprise;
(IV) a person who was a legal representative of a company or enterprise which had its
business license revoked due to violation of the law and had been closed down by
order, and who was personally liable, where less than three years have elapsed since
the date of the revocation of the business license of the company or enterprise or the
order for closure; and
(V) a person being listed as one of “dishonest persons subject to enforcement” by the
people’s court due to his/her failure to pay off a relatively large amount of due debts.
The board of directors shall have one chairman, who shall be elected by more than
half of all the directors. The chairman shall exercise the functions and powers
(including but not limited to):
(i) to preside over shareholders’ general meetings and convene and preside over
meetings of the board of directors;
(ii) to examine the implementation of resolutions of the board of directors;
(iii) to exercise other powers conferred by the board of directors.
SUPERVISORS
Under the Company Law, a joint stock limited company shall have a board of supervisors
composed of not less than three members. A joint stock limited company may, in accordance
with its articles of association, set up an audit committee composed of the directors of the
board of directors, which shall exercise the powers of the board of supervisors as stipulated in
the Company Law, without the need for a board of supervisors or supervisors. A joint stock
limited company with a relatively small scale or a small number of shareholders is not required
to establish a board of supervisors, but one supervisor shall exercise the functions and powers
of the board of supervisors as required by the Company Law. The board of supervisors shall
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consist of representatives of shareholders and an appropriate proportion of representatives of
the employees of the company, of which the proportion of employee representative supervisors
shall not be less than one-third, and the specific proportion shall be stipulated in the articles
of association.
The board of supervisors shall exercise the following functions and powers:
(I) inspecting the financial condition of the company;
(II) supervising the performance of the duties of directors and senior management in the
performance of their company duties, and proposing the removal of directors and
senior management who violate laws, administrative regulations, the articles of
association or resolutions of the shareholders’ general meeting;
(III) requesting rectification when a director or senior management’s conduct is
detrimental to the company’s interests;
(IV) proposing to convene an extraordinary general meeting, convening and presiding
over a shareholders’ general meeting when the board of directors fails to perform its
duties of convening and presiding over a shareholders’ general meeting as required
by the Company Law;
(V) putting forward proposals to the shareholders’ general meetings;
(VI) initiating legal proceedings against directors and senior management in accordance
with the provisions of the Company Law;
(VII) other functions and powers as stipulated in the articles of association.
SENIOR MANAGEMENT
Under the Company Law, a joint stock limited company should have a manager who is
appointed or removed by the board of directors. The manager is responsible to the board of
directors and exercise his/her functions and powers according to the articles of association or
the authorization of the board of directors. The manager attends the board meeting as a
non-voting entitlements member. However, unless the manager is also a director, he/she has no
rights to vote at board meeting.
Under the Company Law, the senior management refers to a company’s manager, deputy
managers, head of finance, board secretary and other persons specified in the articles of
association.
DUTIES OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
Directors, supervisors and senior management of the company are required under the
Company Law to comply with the relevant laws, regulations and the articles of association, and
have fiduciary and diligent duties to the company. Directors, supervisors and senior
management are prohibited from abusing their powers to accept bribes or other unlawful
income and from misappropriating the company’s properties.
Directors, supervisors and senior management are prohibited from:
(I) embezzling the company’s property or misappropriating of the company’s capital;
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(II) depositing the company’s capital into accounts under his/her own name or the name
of other individuals;
(III) giving bribes or accepting any other illegal proceeds by taking advantage of their
power;
(IV) accept and possess commissions paid by a third party for transactions conducted
with the company;
(V) unauthorized divulgence of confidential business information of the company; or
(VI) other acts in violation of their fiduciary duty to the company.
If any director, supervisor or senior management directly or indirectly concludes a
contract or conducts a transaction with the company, he/she should report the matters relating
to the conclusion of the contract or transaction to the board of directors or shareholders’
general meeting, subject to the approval of the board of directors or shareholders’ general
meeting according to the articles of association.
The provisions of the preceding paragraph shall apply if any near relatives of the
directors, supervisors or senior management, or any of the enterprises directly or indirectly
controlled by the directors, supervisors or senior management or any of their near relatives, or
any related parties with any other related-party relationship with the directors, supervisors or
senior management, concludes a contract or conducts a transaction with the company.
Neither director, supervisor or senior management may take advantage of his/her position
to seek any business opportunity that belongs to the company for himself/herself or any other
person except under any of the following circumstances:
(I) where he/she has reported to the board of directors or the shareholders’ general
meeting and has been approved by a resolution of the board of directors or the
shareholders’ general meeting according to the articles of association; or
(II) where the company cannot make use of the business opportunity as stipulated by
laws, administrative regulations or the articles of association.
Where any director, supervisor or senior management fails to report to the board of
directors or the shareholders’ general meeting and obtain an approval by resolution of the board
of directors or the shareholders’ general meeting according to the articles of association, he/she
may not engage in any business that is similar to that of the company where he/she holds office
for himself/herself or for any other person.
A director, supervisor or senior management who contravenes any law, regulation or the
articles of association in the performance of his/her duties resulting in any loss to the company
shall be personally liable for the damages to the company.
DERIV ATIVE ACTION BY MINORITY SHAREHOLDERS
The Company Law of the People’s Republic of China provides the shareholders of the
company with the right to institute legal proceedings in the event that any director or executive
officers violates any laws, regulations or the articles of association in the performance of their
duties resulting in any loss to the company. Shareholders who individually or jointly hold more
than 1% of the shares of the company for more than 180 consecutive days may request the
APPENDIX IV SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
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board of supervisors in writing to initiate a lawsuit in the people’s court. In the event that a
director, executive officers or (if applicable) the executive director violates the laws or the
articles of association resulting in any loss to the company, the shareholders may firstly request
in writing the board of supervisors (or, if no board of supervisors is established, the supervisor)
to institute legal proceedings. If a supervisor is involved in the misconduct, a request shall be
made to the board of directors or the executive director. If the requested party refuses or fails
to initiate a lawsuit within 30 days, or if the situation is urgent and it is necessary to initiate
a lawsuit immediately to prevent irreparable damages, shareholders may directly initiate a legal
lawsuit in their own name in the interests of the company. The legal action shall be instituted
in the name of the company, and the recovered compensation shall belong to the company.
FINANCE AND ACCOUNTING
Under the Company Law, a company shall establish its financial and accounting systems
according to laws, administrative regulations and the regulations of the financial department of
the State Council. At the end of each fiscal year, the company shall prepare a financial and
accounting reports which shall be audited by an accounting firm in accordance with the law.
The financial and accounting reports shall be prepared in accordance with the laws,
administrative regulations and the regulations of the financial department of the State Council.
A joint stock limited company shall make its financial and accounting reports available
at the company for inspection by the shareholders 20 days before the convening of an annual
general meeting of shareholders. A joint stock limited company issuing its shares in public
must publish its financial and accounting reports.
When distributing each year’s after-tax profits, the company shall set aside 10% of its
profits into its statutory reserve fund. The company can no longer withdraw statutory reserve
fund if it has accumulated to more than 50% of the registered capital. If the statutory reserve
fund of the company is insufficient to make up for the losses of the previous years, the current
year profits shall be used to make up for the losses before making allocations to the statutory
reserve in accordance with the preceding paragraph. After the company has made an allocation
to the statutory reserve fund from its after-tax profit, it may also make an allocation to the
discretionary reserve fund from its after-tax profit upon a resolution of the shareholders’
general meeting.
A joint stock limited company shall distribute profits in proportion to the shares held by
its shareholders, unless it is otherwise provided in the articles of association. The premium
over the nominal value of the shares of a joint stock limited company from the issue of shares
and other incomes required by the financial department of the State Council to be treated as
the capital reserve fund shall be accounted for as the capital reserve fund of the company.
The reserve fund of the company shall be used to make up losses of the company, expand
the production and operation of the company or increase the capital of the company. Where the
reserve fund of a company is used for making up losses, the discretionary reserve and statutory
reserve shall be firstly used. If losses still cannot be made up, the capital reserve can be used
according to the relevant provisions. When the statutory reserve fund is converted to increase
registered capital, the balance of the statutory reserve shall not be less than 25% of the
registered capital of the company before such conversion.
A company shall not keep accounts other than those provided by law.
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APPOINTMENT AND DISMISSAL OF ACCOUNTING FIRMS
The appointment or dismissal of an accounting firm responsible for the company’s
auditing shall be determined by a shareholders’ general meeting, the board of directors or the
board of supervisors in accordance with the articles of association. The accounting firm should
be allowed to make representations when the shareholders’ general meeting, the board of
directors or the board of supervisors conduct a vote on the dismissal of the accounting firm.
The company should provide true and complete accounting evidence, accounting books,
financial and accounting reports and other accounting information to the engaged accounting
firm without any refusal or withholding or falsification of information.
PROFIT DISTRIBUTION
Where a company distributes profits to shareholders in violation of the provisions of the
Company Law, the shareholders shall refund the profits distributed to the company, and the
shareholders, directors, supervisors, and senior management personnel who are responsible for
causing losses to the company shall bear compensation liability.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Amendments to the articles of association by a company must be made in accordance with
the procedures set out in the articles of association. Where a company alters its registered items
involving amendment to the articles of association, it shall be registered with the relevant
authorities in accordance with applicable laws.
DISSOLUTION AND LIQUIDATION
According to the Company Law, a company shall be dissolved for the following reasons:
(I) the term of business stipulated in the articles of association has expired or other
events of dissolution specified in the articles of association have occurred;
(II) the shareholders’ general meeting resolves to dissolve the company;
(III) dissolution is necessary due to a merger or division of the company;
(IV) the business license is revoked, or the business license is ordered to be closed or
revoked in accordance with laws;
(V) where the company encounters serious difficulties in its operation and management
and its continuance shall cause a significant loss in the interest of shareholders, and
where this cannot be resolved through other means, shareholders who hold more
than 10% of the total shareholders’ voting rights of the company may present a
petition to a people’s court for the dissolution of the company with the support of
the judgment.
If any of the situations as mentioned in the preceding paragraph arises, a company shall
publicize the situations through the National Enterprise Credit Information Publicity System
within ten days.
If a company is in the circumstances described in sub-paragraph (I) or (II) above and has
not distributed its assets to its shareholders, it may continue to exist by amending its articles
of association or by passing a resolution at a shareholders’ general meeting. Amendments to the
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articles of association or resolutions passed at the shareholders’ general meeting shall be
approved by the shareholders representing more than two-thirds of the rights to vote or by the
shareholders present at the shareholders’ general meeting with more than two-thirds of the
rights to vote. Where the company is dissolved pursuant to sub-paragraphs (I), (II), (IV) or (V)
above, it shall be liquidated. The directors, who are the liquidation obligors of the company,
shall form a liquidation committee to carry out liquidation within 15 days from the date of
occurrence of the cause of dissolution. The liquidation committee shall be composed of the
directors, unless it is otherwise provided for in the articles of association or it is otherwise
elected by the shareholders’ general meeting. The liquidation obligors shall be liable for
compensation if they fail to fulfill their obligations of liquidation in a timely manner resulting
in any loss to the company or the creditors.
A company is required to be liquidated in accordance with the provisions of the Company
Law, and if a liquidation committee fails to be formed within the time limit or fails to carry
out the liquidation after its formation, any interested party may apply to the people’s court to
designate relevant personnel to form a liquidation committee for liquidation. The people’s
court shall accept such request and organize a liquidation committee to carry out the liquidation
in a timely manner.
The liquidation committee shall exercise the following functions and powers during the
liquidation period:
(I) to liquidate the company’s property and respectively prepare balance sheet and list
of property;
(II) to notify creditors by notice or public announcement;
(III) to deal with the outstanding business of the company involved in the liquidation;
(IV) to pay all outstanding taxes and taxes arising in the course of liquidation;
(V) to liquidate claims and debts;
(VI) to distribute the remaining property of the company after paying off debts; and
(VII) to participate in civil litigations on behalf of the company.
The liquidation committee shall notify the company’s creditors within ten days as of its
formation and shall make a public announcement in the newspaper or on the National
Enterprise Credit Information Publicity System within 60 days. The creditors shall file their
proofs of claim with the liquidation committee within 30 days as of the receipt of the notice
or within 45 days as of the issuance of the public announcement in the case of failing to receive
such notice.
After payment of liquidation expenses, salaries of employees, social insurance premiums,
statutory compensations, payment of owed taxes, and settlement of debts of the Company,
respectively, the remaining properties of the company shall be distributed in proportion to the
shares held by the shareholders, reflecting each shareholder’s respective proportion of capital
contribution in the case of a limited liability company, or the percentage of shares held by each
shareholder in the case of a joint stock limited company.
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During the liquidation period, the company shall continue to exist but shall not carry out
any business activities unrelated to the liquidation. No property of the company shall be
distributed to shareholders until it is settled in accordance with the preceding paragraph.
If the liquidation committee, having thoroughly examined the company’s assets and
having prepared a balance sheet and an inventory of assets, discovers that the company’s assets
are insufficient to pay its debts in full, it shall file an application to a people’s court for
bankruptcy liquidation. After the people’s court accepts the application for bankruptcy, the
liquidation committee shall hand over the liquidation matters to the bankruptcy administrator
designated by the people’s court.
Upon completion of the liquidation, the liquidation committee shall prepare a liquidation
report to be submitted to the shareholders’ general meeting or the people’s court for
confirmation, and submit to the company registration authority to apply for cancellation of the
company’s registration.
The members of the liquidation committee performing their duties of liquidation are
obliged to loyalty and diligence. Any member of the liquidation committee who neglects to
fulfill his/her liquidation duties resulting in any loss to the company shall be liable for
compensation, and any member of the liquidation committee who cause any loss to any creditor
due to his/her intentional or gross negligence shall be liable for compensation.
If a company fails to apply to the company registration authority for deregistration of the
company’s registration for three years since its business license was revoked, ordered to close
down, or was revoked, the company registration authority may make an announcement through
the National Enterprise Credit Information Publicity System for a period of not less than 60
days. If there is no objection after the expiration of the announcement period, the company
registration authority may cancel the registration of the company, but the liabilities of the
company’s original shareholders and liquidation obligors are not affected.
OVERSEAS LISTING
According to the Trial Measures, an issuer that conducts an overseas initial public
offering and listing, or conducts an offering and listing in another overseas market after an
overseas offering and listing shall file a record with the CSRC within three working days after
the overseas offering and listing application documents are submitted. If an issuer offers
securities on the same overseas market after its overseas offering and listing, it shall file with
the CSRC within three working days after the completion of the offering. In addition, if the
filing materials are complete and in compliance with the regulations, the CSRC shall complete
the filing within 20 working days from the date of receipt of the filing materials, and publicize
the filing information through its website. If the filing materials are incomplete or do not meet
the requirements, the CSRC shall inform the applicant of the required supplementary materials
within five working days after receiving the filing materials. The applicant shall supplement
the materials within 30 working days.
MERGERS AND SPIN-OFFS
Companies may consolidate by way of merger by absorption or by the creation of a new
combining entity. If the companies are merged by absorption, the company being absorbed
shall be dissolved; if the companies are merged by forming a new company, both companies
shall be dissolved.
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SECURITIES LA WS AND REGULATIONS
In October 1992, the State Council established the Securities Committee and the CSRC.
The Securities Committee was responsible for coordinating the drafting of securities
regulations, formulating securities-related policies, planning the development of securities
markets, directing, coordinating and supervising all securities-related institutions in the PRC
and administering the CSRC. The CSRC was the enforcement body for the provisions of the
Securities Committee, and was responsible for drafting regulatory requirements of the
securities market, supervising securities companies, regulating public offering of securities by
Chinese companies in Chinese Mainland or overseas, regulating the trading of securities,
compiling securities-related statistics and conducting research and analysis. On March 29,
1998, the State Council consolidated the above two departments and reformed the CSRC.
The Securities Law of the People’s Republic of China (), or
the PRC Securities Law, which was amended by the Standing Committee of the NPC on
December 28, 2019 and came into effect on March 1, 2020, provides a series of provisions
regulating, among other things, the issue and trading of securities, takeovers by listed
companies, securities exchanges, securities companies and the duties and responsibilities of the
State Council’s securities regulatory authorities in the PRC, and comprehensively regulates
activities in the PRC securities market. The PRC Securities Law provides that a domestic
enterprise must comply with the relevant provisions of the State Council in issuing securities
directly or indirectly outside the PRC or listing and trading its securities outside the PRC.
Currently, the issue and trading of foreign issued shares are mainly governed by the rules and
regulations promulgated by the State Council and the CSRC.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷΀൒
), or the Arbitration Law, amended by the Standing Committee of the NPC on September
1, 2017 and effective on January 1, 2018, the Arbitration Law is applicable to economic
disputes involving foreign parties, and all parties have entered into a written agreement to refer
the matter to an arbitration committee constituted in accordance with the Arbitration Law. An
arbitration committee may, before the promulgation by the PRC Arbitration Association of
arbitration regulations, formulate interim arbitration rules in accordance with relevant
regulations under the Arbitration Law and the Civil Procedure Law of the PRC. Where both
parties have agreed to settle disputes by means of arbitration, the people’s court will refuse to
take legal action brought by a party in the people’s court.
Under the Arbitration Law, an arbitral award is final and binding on the parties. If a party
fails to comply with an award, the other party to the award may apply to the people’s court for
enforcement according to the Civil Procedure Law of the PRC. A people’s court may refuse to
enforce an arbitral award made by an arbitration commission if there is any procedural
irregularity (including irregularity in the composition of the arbitration committee or the
making of an award on matters beyond the scope of the arbitration agreement or the jurisdiction
of the arbitration commission). A party seeking to enforce an arbitral award of foreign
arbitration commission against a party who or whose property is not within the PRC shall apply
to a foreign court with jurisdiction over the case for recognition and enforcement. Similarly,
an arbitral award made by a foreign arbitration body may be recognized and enforced by the
people’s court in accordance with the principles of reciprocity or any international treaty
concluded or acceded to by the PRC.
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According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(τર) promulgated by the
Supreme People’s Court on January 24, 2000 and effective on February 1, 2000, and the
Supplementary Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral
Awards between the Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ
໾̂τર) promulgated by the
Supreme People’s Court on November 26, 2020 and effective on November 27, 2020, awards
made by PRC arbitral authorities can be enforced in Hong Kong, and Hong Kong arbitration
awards are also enforceable in the PRC.
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This appendix sets out the summary of the main provisions of the Articles of Association.
As the main purpose of this appendix is to provide potential investors with an overview of the
Articles of Association, it may not contain all information that may be important to potential
investors. The full text of Chinese version of the Articles of Association is available for
inspection.
SHARES AND REGISTERED CAPITAL
The shares of the Company shall take the form of share certificates.
The Company shall issue shares in an open, fair and just manner, and each share of the
same class shall have equal rights. Shares of the same class issued at the same time shall be
issued under the same conditions and at the same price per share; subscribers shall pay the
same price per share for the shares they subscribe for.
INCREASE OR DECREASE AND REPURCHASE OF SHARES
Increase or Decrease of Shares
Pursuant to the requirements of laws and regulations, the Company may, subject to
resolutions by the general meetings and based on its business and development needs, increase
the capital in the following manners:
(I) issue of shares to unspecified parties;
(II) issue of shares to specified parties;
(III) distribution of bonus shares to existing shareholders;
(IV) conversion of capital reserve into share capital;
(V) other means permitted by the laws, administrative regulations, the securities
regulatory authorities of the place where the Company’s shares are listed.
The Company may reduce its registered capital. The reduction of registered capital shall
be made in accordance with the Company Law, Hong Kong Listing Rules and other relevant
regulations as well as procedures stipulated in the Articles of Association
Repurchase of Shares
The Company may, under the following circumstances, repurchase its shares in
accordance with the provisions of the laws, administrative regulations, departmental rules and
the Articles of Association:
(I) reduction of the Company’s registered capital;
(II) merging with other companies holding shares of the Company;
(III) using shares for employee stock ownership plan or equity incentives;
(IV) shareholders who vote against any resolutions on merger or division of the Company
at a general meeting requesting the Company to repurchase their shares;
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(V) using shares to convert the corporate bonds issued by the listed company that are
convertible into shares;
(VI) actions necessary for the Company to safeguard its value and the shareholders’
interests.
The Company shall not engage in repurchase of its shares save for the circumstances
specified above.
The Company may repurchase its shares by open centralized transaction or other methods
provided by laws, regulations or the securities regulatory rules of the place where the shares
of the Company are listed and approved by the CSRC and the Hong Kong Stock Exchange.
Where the Company repurchases its own shares under the circumstances specified in
paragraphs (III), (V) and (VI) above, it shall be carried out by way of open centralized
transaction.
Where the Company repurchases its shares under the circumstances specified in
paragraphs (I) and (II) above, a resolution shall be passed at the general meeting; where the
Company repurchases its shares under the circumstances specified in paragraphs (III), (V) and
(VI) above, approval by way of resolution adopted at a meeting of the Board that is attended
by at least two-thirds of all directors is required, subject to compliance with the applicable
securities regulatory rules of the place where the Company’s shares are listed; if deliberation
at the general meeting is not required and where the securities regulatory rules of the place
where the shares of the Company are listed provide otherwise, such provisions shall prevail.
Subject to compliance with the applicable securities regulatory rules of the place where
the Company’s shares are listed, upon repurchase of its shares by the Company as provided
above under the circumstance set out in paragraph (I), such shares shall be cancelled within 10
days from the date of repurchase; where the Company repurchases its shares under the
circumstances set out in paragraphs (II) and (IV), such shares shall be transferred or cancelled
within 6 months; where the Company repurchases its shares under the circumstances set out in
paragraphs (III), (V) and (VI), the total number of shares held by the Company shall not exceed
10% of the total issued shares of the Company, and such shares shall be transferred or cancelled
within 3 years. Where the securities regulatory rules of the place where the shares of the
Company are listed provide otherwise, such provisions shall prevail.
Transfer of Shares
The Company’s shares shall be transferred in accordance with the law. All the H Shares
shall be transferred in writing by an instrument of transfer in usual or common form or in such
form as may be accepted by the Board (including standard transfer format or transfer form
specified by the Hong Kong Stock Exchange from time to time); and such transfer instruments
may be executed only by hand or under a valid corporate seal if the transferor or transferee is
a corporation. If the transferor or transferee is a recognized clearing house as defined in
relevant regulations in force from time to time under the laws of Hong Kong (hereinafter
referred to as “Recognized Clearing House”) or its nominee(s), the transfer instruments may
be executed by hand or by machine imprint. All the transfer instruments shall be kept at the
legal address of the Company or at such address as designated by the Board from time to time.
The Company does not accept its own shares as the subject of pledge.
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A Shares issued by the Company prior to the public offering of shares shall not be
transferred within one year from the date on which the Company’s shares are listed and traded
on the Shenzhen Stock Exchange.
Directors, supervisors and senior management of the Company shall declare to the
Company their shareholdings in the Company and any changes thereof, and shall not transfer
more than 25% of the total number of the Company’s shares of the same class held by them
each year during their terms of office as determined at the time of taking office; the shares of
the Company held by them shall not be transferred within one year from the date on which the
shares of the Company are listed and traded. The above personnel shall not transfer the shares
of the Company held by them within half a year after they leave the Company. Where the laws,
administrative regulations or the listing rules of the place where the shares of the Company are
listed provide otherwise for restrictions on the transfer of the Company’s shares, such
provisions shall prevail.
Directors, senior management personnel of the Company, shareholders holding more than
5% of the Company’s shares, if selling the shares of the Company held or other equity
securities held by them within 6 months after acquisition or buying back the shares within 6
months after selling, the profits from these transactions shall belong to the Company, and the
Board shall reclaim the profits. However, this does not apply to securities companies holding
over 5% of the shares due to the purchase of remaining stocks after underwriting and as well
as other circumstances specified by the securities regulatory authorities of the place where the
Company’s shares are listed.
Shares or other securities of an equity nature held by directors, senior management
officers and natural person shareholders as mentioned in the preceding paragraph, including
shares or other securities of an equity nature held by their spouses, parents, children, as well
as shares held through others’ accounts.
If the Company’s Board fails to comply with the provisions abovementioned,
shareholders are entitled to request the Board to comply within 30 days. If the Company’s
Board fails to comply within the aforementioned period, shareholders are entitled to file a
lawsuit directly in their own name for the Company’s interests in the People’s Court.
If the Company’s Board fails to implement the requirements abovementioned, the
responsible directors shall bear joint and several liability according to the law.
SHAREHOLDERS AND GENERAL MEETINGS
General Requirements for Shareholders
The Company shall establish a register of members in accordance with the evidentiary
documents provided by the securities registration authority, and such register of members shall
be the sufficient evidence substantiating that the shareholders hold the shares of the Company.
The original copy of the register of holders of H shares should be maintained in Hong Kong
for shareholders’ inspection; while the Company may suspend the registration of shareholders
in accordance with the applicable laws and regulations and the provisions of the securities
regulatory rules of the place where the shares of the Company are listed. Shareholders enjoy
rights and undertake obligations according to the class of shares they hold. Shareholders of the
same class shall enjoy the same rights and bear the same obligations.
When the Company convenes a general meeting, distributes dividends, conducts
liquidation or engages in other activities that require the confirmation of the identity of
shareholders, the Board or the convener of the general meeting shall determine the record date.
Shareholders whose names appear on the register of members after the close of trading on the
record date shall be the shareholders entitled to relevant interests.
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Shareholders of the Company shall enjoy the following rights:
(I) to receive dividends and other forms of profit distributions in proportion to the
number of shares held;
(II) to request, summon, preside over, attend or appoint a proxy to attend and to speak
at the general meetings, and to exercise the corresponding voting rights in
accordance with the law;
(III) to supervise the operation of the Company, making suggestions or enquiries;
(IV) to transfer, give or pledge the shares held by them in accordance with the laws,
administrative regulations, the securities regulatory rules of the place where the
shares of the Company are listed and these Articles of Association;
(V) to review and copy these Articles of Association, the register of members, minutes
of the general meetings, resolutions of the Board meetings, meetings and financial
and accounting reports, qualified shareholders may be entitled to access the
accounting books and accounting vouchers of the Company;
(VI) in the event of the termination or liquidation of the Company, to participate in the
distribution of remaining assets of the Company in proportion to the number of
shares held;
(VII) to request the Company to repurchase the shares of the shareholders objecting to
resolutions on merger or division of the Company at a general 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
these Articles of Association.
If a shareholder requests to inspect or copy the relevant materials of the Company, he/she
shall, in compliance with the provisions of laws and regulations, such as the Company Law and
the Securities Law, provide the Company with written documents proving the class and number
of the shares he/she held in the Company. The Company shall provide the relevant information
and materials as requested by the shareholder upon verification of his/her identity.
If a resolution passed at the general meeting or the Board meeting of the Company
violates any laws and administrative regulations, the shareholder shall have the right to petition
to a People’s Court to invalidate the resolution.
If the convening procedure or the form of voting at a general meeting or Board meeting
is in violation of laws and administrative regulations or these Articles of Association, or if a
resolution is in violation of these Articles of Association, the shareholders shall be entitled to
request the People’s Court for revocation within 60 days from the date of the adoption of such
resolution, unless there is only a slight defect in the procedure of convening or the form of
voting at the shareholders’ or Board meetings of the Company, which has no substantive impact
on the resolution.
Where the Board, shareholders and other stakeholders dispute the validity of a resolution
of a shareholders’ general meeting, they shall promptly file a lawsuit with the People’s Court.
Before the People’s Court makes a judgement or ruling, such as a cancellation resolution, the
stakeholders shall execute the resolution of the shareholders’ general meeting. The Company,
its directors and senior management shall perform their duties diligently to ensure the normal
operation of the Company.
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Where the People’s Court makes a judgement or ruling on the relevant matter, the
Company shall fulfil its obligations to disclose the information in accordance with laws,
administrative regulations, the provisions of the CSRC and the securities regulatory rules of the
place where the shares of the Company are listed, fully explain the impact of the judgement
or ruling on the Company, and actively cooperate with the authorities in the enforcement of the
judgement or ruling after it has come into effect. Where previous matters need to be corrected,
the Company shall handle the correction in a timely manner and fulfil its obligations to disclose
the information accordingly.
Shareholders of the Company shall assume the following obligations:
(I) to abide by laws, administrative regulations, the securities regulatory rules of the
place where the shares of the Company are listed and these Articles of Association;
(II) to pay subscription monies according to the number of shares subscribed and the
method of subscription;
(III) not to make divestment unless in the circumstances stipulated by laws and
regulations;
(IV) not to abuse the rights of shareholders in detriment to the interests of the Company
or that of other shareholders; not to abuse the independent status of the Company as
a legal person and the limited liability of shareholders in detriment to the interests
of the creditors of the Company;
(V) other obligations imposed by laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed and these
Articles of Association.
Shareholders of the Company who abuse their shareholders’ rights and cause losses to the
Company or other shareholders shall be liable for compensation in accordance with the law.
Shareholders of the Company who abuse the independent status of the Company as a legal
person and the limited liability of shareholders to evade debts and seriously damage the
interests of the creditors of the Company shall bear joint and several liabilities for the debts
of the Company.
Controlling Shareholders and De Facto Controller
The controlling shareholder and the de facto controller of the Company shall exercise
their rights and perform their obligations in accordance with laws, administrative regulations,
the requirements of the securities regulatory rules of the place where the shares of the
Company are listed, and shall safeguard the interests of the Company.
The controlling shareholder and the de facto controller of the Company shall comply with
the following provisions:
(I) exercise shareholders’ rights in accordance with the law, and shall not abuse their
control or use their connected relationship to act in detriment to the legitimate rights
and interests of the Company or other shareholders;
(II) strictly fulfill their public declarations and undertakings, and shall not alter or waive
such declarations and undertakings in a unilateral manner;
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(III) strictly perform information disclosure obligations in accordance with the relevant
regulations, actively cooperate with the Company in its information disclosure
work, and promptly inform the Company of any significant events that have
occurred or are likely to occur;
(IV) shall not misappropriate the Company’s funds in any manner;
(V) shall not force, instruct or require the Company and relevant personnel to provide
guarantees in violation of laws and regulations;
(VI) shall not take advantage of the Company’s undisclosed material information for
personal gain, shall not disclose any undisclosed material information related to the
Company in any manner, and shall not engage in insider trading, short-swing
trading, market manipulation or any other unlawful or non-compliant acts;
(VII) shall not harm the lawful rights and interests of the Company and other shareholders
by means of unfair related party transactions, profit distribution, asset restructuring,
external investment or any other means;
(VIII) shall ensure the integrity of the Company’s assets, and the independence of its
personnel, finances, organization and business operations, and shall not affect the
Company’s independence in any manner;
(IX) comply with other provisions stipulated by laws, administrative regulations, the
requirements of the CSRC, and the other provisions of the securities regulatory rules
of the place where the shares of the Company are listed and these Articles of
Association.
Where the controlling shareholder or the de facto controller of the Company does not
serve as the director but actually handles the Company’s affairs, the provisions of these Articles
of Association regarding the fiduciary duties and duties of care of directors shall apply.
Where the controlling shareholder or the de facto controller of the Company instructs any
director or senior management to engage in acts in detriment of the interests of the Company
or its shareholders, such controlling shareholder or de facto controller shall bear joint and
several liability together with such director or senior management.
Where the controlling shareholder or de facto controller pledges the shares it holds or
effectively controls in the Company, it shall maintain the stability of the Company’s control
and its production and operations.
When transferring its shares in the Company, the controlling shareholder or de facto
controller shall comply with the restrictive provisions on share transfer under laws,
administrative regulations, the requirements of the securities authorities of the place where the
shares of the Company are listed, and its undertakings made in respect of restrictions on share
transfer.
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General Rules for General Meetings
The general meeting of the Company consists of all shareholders. The general meeting is
the organ of authority of the Company and exercises the following functions and powers in
accordance with the law:
(I) To elect and replace non-employee representatives as directors, and to decide on
matters relating to the remuneration of directors;
(II) To consider and approve the report of the Board;
(III) To consider and approve the profit distribution plan and loss recovery plan of the
Company;
(IV) To make resolutions on the increase or decrease of the registered capital of the
Company;
(V) To make resolutions on the issuance of corporate bonds and other financial
derivative products;
(VI) To make resolutions on the merger, division, dissolution, liquidation or change of
the corporate form of the Company;
(VII) To amend the Articles of Association of the Company;
(VIII) To make resolutions on the Company’s engagement or dismissal of the accounting
firm that undertakes the Company’s auditing services;
(IX) To consider and approve the guarantees stipulated in Article 47 of the Articles of
Association;
(X) To consider the matters in which the material assets purchased or sold by the
Company within one year exceed 30% of the latest audited total assets of the
Company;
(XI) To consider external investments (including entrusted wealth management, entrusted
loans, investment in subsidiaries, etc.), provision of financial assistance, leased-in
or leased-out assets, signing management contracts (including entrusting operation
and entrusted operation, etc.), donating or receiving assets (excluding receiving cash
assets as gifts), restructuring the rights and liabilities of debts, transfer of research
and development projects and trading matters such as signing of licensing
agreements that shall be decided by the general meeting as required by laws,
administrative regulations, departmental rules or the Articles of Association;
(XII) To consider related party transactions with an amount exceeding RMB30 million
and accounting for more than 5% of the absolute value of the Company’s latest
audited net assets;
(XIII) To consider and approve the change of use of proceeds;
(XIV) To consider the equity incentive scheme and employee stock ownership plan;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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(XV) To consider other matters that shall be decided by the general meeting as required
by laws, administrative regulations, departmental rules, the rules of the stock
exchange of the place where the Company’s shares are listed, the securities
regulatory rules of the place where the Company’s shares are listed or the
Company’s Articles of Association.
The general meeting may authorize the Board to make resolutions on the issuance of
corporate bonds.
Except as otherwise provided under the laws, administrative regulations, the requirements
of the CSRC or the securities regulatory rules of the place where the Company’s shares are
listed, the functions and powers of the above general meetings shall not be exercised by the
Board or other institutions or individuals on their behalf by means of authorization.
The following external guarantees of the Company shall be considered and approved by
the general meeting after being considered and approved by the Board:
(I) A single guarantee with an amount exceeding 10% of the Company’s latest audited
net assets;
(II) Any provision of guarantee after the total amount of external guarantees of the
Company and its controlled subsidiaries has exceeded 50% of the latest audited net
assets of the Company;
(III) Any provision of guarantee after the total amount of external guarantees of the
Company and its controlled subsidiaries has exceeded 30% of the latest audited net
assets of the Company;
(IV) The data in the latest financial statements of the guaranteed party show that the
asset-liability ratio exceeds 70%;
(V) The cumulative amount of guarantees within the last 12 months has exceeded 30%
of the latest audited total assets of the Company;
(VI) The guarantees provided to the shareholders, the de facto controller and their related
parties;
(VII) Other guarantees as provided for by laws, regulations, the securities regulatory rules
of the place where the Company’s shares are listed, or the Articles of Association of
the Company.
When the Board considers any matter of guarantees, it shall be approved by more than
two-thirds of the directors present at the Board meeting. When considering the guarantee in
item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting
rights held by the shareholders present at the meeting.
When the resolution on the guarantee for a shareholder, de facto controllers and their
related persons is considered at the general meeting, such shareholder or shareholders
controlled by such de facto controllers shall not participate in voting, and such resolution shall
be approved by more than half of the voting rights held by other shareholders present at the
general meeting.
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General meetings are divided into annual general meetings and extraordinary general
meetings. The annual general meeting shall be convened once a year within 6 months after the
end of the previous financial year.
Under any of the following circumstances, the Company shall convene an extraordinary
general meeting within 2 months from the date of occurrence:
(I) where the number of directors is less than two-thirds of the number as prescribed in
the Company Law or the number of directors as prescribed in the Articles of
Association of the Company;
(II) when the unrecovered losses of the Company have reached one-third of the total
paid-in share capital;
(III) at the request of shareholders individually or in aggregate holding more than 10%
of the shares of the Company;
(IV) when the Board deems necessary;
(V) when the Audit Committee proposes to convene such meeting;
(VI) other circumstances as provided for by laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the shares of
the Company are listed or the Articles of Association of the Company.
Convening of General Meeting
The Board shall convene the general meeting within the prescribed time limit.
Independent directors have the right to propose to the Board to convene an extraordinary
general meeting with the consent of more than half of all independent directors. Regarding the
proposal of the independent directors to convene an extraordinary general meeting, the Board
shall, in accordance with laws, administrative regulations, the securities regulatory rules of the
place where the shares of the Company are listed and the Articles of Association of the
Company, provide a written reply of consent or refusal within 10 days after receipt of the
proposal. If the Board agrees to convene an extraordinary general meeting, it shall issue a
notice of such meeting within 5 days after a Board resolution is passed; if the Board disagrees
to convene an extraordinary general meeting, it shall explain the reasons and make an
announcement.
Any proposal made by the Audit Committee to the Board to convene an extraordinary
general meeting shall be put forward in writing to the Board. The Board shall, in accordance
with the laws, administrative regulations, the securities regulatory rules of the place where the
shares of the Company are listed and the Articles of Association, provide a written reply of
consent or refusal to convene the extraordinary general meeting within 10 days after receipt of
the proposal.
If the Board agrees to convene an extraordinary general meeting, a notice of such meeting
will be issued within 5 days after a Board resolution is passed. Any changes to the original
proposals in the notice shall be approved by the Audit Committee.
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If the Board does not agree to convene an extraordinary meeting or fails to provide
feedback within 10 days upon receipt of the proposal, the Board shall be deemed to be unable
or failing to perform its duties of convening such meeting, and the Audit Committee may
convene and preside over the meeting on its own.
Shareholders individually or in aggregate holding more than 10% of the shares of the
Company have the right to request the Board to convene an extraordinary general meeting,
which shall be made in writing. The Board shall, in accordance with laws, administrative
regulations, the securities regulatory rules of the place where the shares of the Company are
listed and the Articles of Association, provide a written reply of consent or refusal to convene
the extraordinary general meeting within 10 days after receipt of the request.
If the Board agrees to convene an extraordinary general meeting, it shall issue a notice
of such meeting within 5 days after a Board resolution is passed. Any changes to the original
proposal in the notice shall be subject to the consent of the relevant shareholders.
If the Board does not agree to convene an extraordinary general meeting, or fails to
respond within 10 days after receiving the request, the shareholders individually or in
aggregate holding more than 10% of the shares of the Company have the right to propose to
the Audit Committee to convene an extraordinary general meeting, which shall be submitted
in writing to the Audit Committee.
If the Audit Committee agrees to convene an extraordinary general meeting, it shall issue
a notice of convening such general meeting within five days after receipt of the request. Any
changes to the original request in the notice shall be approved by relevant shareholders.
If the Audit Committee fails to issue a notice of the general meeting within the prescribed
time limit, the Audit Committee shall be deemed not to convene and preside over the general
meeting, and the shareholders who individually or in aggregate hold more than 10% of the
shares of the Company for more than 90 consecutive days may convene and preside over the
meeting on their own.
If the Audit Committee or the shareholders decide to convene a general meeting on their
own, they shall notify the Board in writing and file with the stock exchange at the same time.
Before the resolutions of the general meeting are announced, the convening shareholders
shall hold not less than 10% of the shares.
The Audit Committee or the convening shareholders shall submit relevant supporting
materials to the Shenzhen Stock Exchange when issuing the notice of the general meeting and
announcement of the resolutions of the general meeting.
The Board and the secretary to the Board shall cooperate in the general meeting convened
by the Audit Committee or the shareholders on their own. The Board shall provide the register
of members as at the record date.
The Company shall bear the necessary expenses of the general meeting convened by the
Audit Committee or the shareholders on their own.
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--- page 448 ---
Proposals and Notices of General Meeting
The content of the proposal shall fall within the terms of reference of the general meeting,
with clear topics and specific resolutions, and in compliance with laws, administrative
regulations, the securities regulatory rules of the place where the shares of the Company are
listed and the Articles of Association.
The Board, the Audit Committee and the shareholders individually or in aggregate
holding more than 1% of the shares of the Company shall have the right to put forward
proposals to the Company when convening a general meeting of the Company.
Shareholders individually or in aggregate holding more than 1% of the shares of the
Company may put forward an interim proposal and submit it in writing to the convener 10 days
before the general meeting. The convener shall, within 2 days after receiving the proposal,
issue a supplementary notice of the general meeting to announce the content of the interim
proposal, and submit the interim proposal to the general meeting for consideration, unless the
interim proposal violates the laws, administrative regulations, the securities regulatory rules of
the place where the shares of the Company are listed or the Articles of Association, or does not
fall within the scope of the terms of reference of the general meeting. If the general meeting
must be postponed due to the issuance of a supplementary notice of the general meeting
according to the provisions of the securities regulatory rules of the place where the shares of
the Company are listed, the convening of the general meeting shall be postponed in accordance
with the provisions of the securities regulatory rules of the place where the shares of the
Company are listed.
Except for the circumstances prescribed in the preceding paragraph, after the convener
has issued the notice of general meeting, the proposals specified in the notice of the general
meeting shall not be modified or increased by adding new proposals.
For proposals that are not specified in the notice of the general meeting or do not comply
with the provisions of the Articles of Association, the general meeting shall not vote on and
pass resolutions.
The convener will notify all shareholders in writing (including announcement) 21 days
before the annual general meeting and shall notify all shareholders in writing (including
announcement) 15 days before an extraordinary general meeting.
The notice of the general meeting includes the following:
(I) the time, place and duration of the meeting;
(II) the matters and proposals submitted to the meeting for consideration;
(III) an explanation in conspicuous words that all ordinary shareholders have the right to
attend the general meeting, and may authorize a proxy in writing to attend the
meeting and vote at the meeting, and such proxy need not be a shareholder of the
Company;
(IV) The shareholding record date of shareholders entitled to attend the general meeting;
(V) The name and telephone number of the permanent contact person for conference
affairs;
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--- page 449 ---
(VI) The time and procedure of voting online or other voting methods.
The notice and supplementary notice of the general meeting shall fully and completely
disclose all the specific contents of all proposals.
If the general meeting is conducted online or by other means, the notice of the general
meeting shall clearly state the time and procedures for voting online or by other means. V oting
online or voting by other means at general meeting may begin no earlier than 3:00 p.m. on the
day before the on-site general meeting, and no later than 9:30 a.m. on the day of the on-site
general meeting, and it may end no earlier than 3:00 p.m. on the day of closing the on-site
general meeting. If there are other provisions in the securities regulatory rules of the place
where the shares of the Company are listed, such provisions shall prevail.
The interval between the shareholding record date mentioned in item (IV) of the
preceding paragraph and the date of the meeting shall not be more than 7 working days, and
the shareholding record date shall not be changed once it is confirmed.
If the general meeting intends to discuss the election of directors, the notice of the general
meeting shall fully disclose the detailed information of the director candidates, including at
least the following:
(I) personal status such as educational background, working experience, part-time jobs,
etc.;
(II) whether the candidate has any connected relationship with the Company or the
Company’s controlling shareholder or de facto controller;
(III) disclose the number of shares of the Company held;
(IV) whether the candidate has ever been penalized by the CSRC and other relevant
authorities or the stock exchange at the place where the shares of the Company are
listed;
(V) whether the candidate meets the qualifications as required by laws, administrative
regulations, departmental rules, normative documents, the securities regulatory rules
of the place where the shares of the Company are listed and the Articles of
Association.
Except for the election of directors by cumulative voting, each candidate for director shall
be proposed by a single proposal.
After the notice of general meeting has been issued, the general meeting shall not be
postponed or cancelled without valid reasons, and the proposals specified in the notice of
general meeting shall not be cancelled. In the event of postponement or cancellation, the
convener shall make an announcement and explain the reason at least 2 working days before
the original convening date. If the securities regulatory rules of the place where the shares of
the Company are listed have special provisions on the procedures for postponing or canceling
general meeting, such provisions shall prevail, provided that the regulatory requirements of the
place of incorporation of the Company are not violated.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-12 –


--- page 450 ---
Holding of General Meeting
All ordinary shareholders whose names appear on the register of shareholders on the
record date or their proxies are entitled to attend the general meeting, and to speak and vote
in accordance with the relevant laws and regulations, the securities regulatory rules of the place
where the shares of the Company are listed and the Articles of Association (except for any
shareholder who is subject to the relevant regulatory rules of the place where the shares of the
Company are listed and abstention from voting in certain matters is required).
Shareholders may attend the general meeting in person, and may attend and vote by
proxies on their behalf. Each shareholder shall be entitled to appoint one proxy, and such proxy
is not required to be a shareholder of the Company. In the case of a shareholder being a
corporate legal person, it may appoint a proxy to attend and vote at any general meeting of the
Company, and if such corporate shareholder has appointed a proxy to attend any meeting, it
shall be deemed to be present in person. A form of proxy may be signed by a person who is
duly authorized by the corporate shareholder. Shareholders are entitled to (1) speak and (2)
vote at general meetings, except for any shareholder who is required by the securities
regulatory rules of the place of listing to abstain from voting in respect of a particular matter.
If an individual shareholder attends the meeting in person, he/she shall produce his/her
identity card or other valid documents or evidence that can identify him/herself; if a person
attends on behalf of a shareholder, he/she shall produce his/her own valid identity document
and the power of attorney of the shareholder.
For a shareholder who is a corporate legal person, its legal representative or a proxy
authorized by its legal representative shall attend the meeting. If its legal representative attends
the meeting, he/she shall produce his/her own valid identity card or the valid document to
prove his/her qualification as a legal representative; if a proxy attends the meeting, the proxy
shall produce his/her own identity card and a power of attorney in writing issued by the legal
representative of the corporate shareholder in accordance with the law (except for corporate
shareholders who are recognized clearing houses and their proxies).
The power of attorney issued by a shareholder for appointing another person to attend the
general meeting shall contain the following:
(I) The name of the authorizing principal, the class and number of the Company’s
shares held;
(II) The name of the proxy;
(III) The specific instructions of the shareholder, including the instructions to vote for,
against or abstain from voting on each matter to be considered on the agenda of the
general meeting, etc.;
(IV) The date of issuance and the validity period of the power of attorney;
(V) Signature (or seal) of the authorizing principal. If the authorizing principal is a
corporate legal person, the seal of the legal person entity shall be affixed or shall be
signed by its director(s) or duly appointed representative thereof.
Where the form of proxy for voting is signed by another person authorized by the
authorizing principal, the power of attorney or other authorizing documents authorizing the
signing shall be notarized. The notarized power of attorney or other document of authorization
and the form of proxy for voting shall be kept at the domicile of the Company or such other
place as may be specified in the notice of convening the meeting.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 451 ---
A form of proxy for voting shall be placed at the Company’s domicile or at such other
place as may be specified in the notice of convening the meeting at least 24 hours before the
meeting at which such proxy is required to vote, or 24 hours before the time specified for
voting. Where the power of attorney is signed by another person authorized by the authorizing
principal, the power of attorney or other authorizing document authorizing the signing shall be
notarized. The notarized power of attorney or other authorizing documents shall be kept at the
domicile of the Company or other places specified in the notice of convening the meeting,
together with the forms of proxy for voting.
Where the proxy is a corporate legal person, its legal representative or a person authorized
by a resolution of its Board or other decision-making body shall attend the general meeting of
the Company as its representative.
If such shareholder is a recognized clearing house or its proxy, the recognized clearing
house may authorize such person or persons as it thinks fit to act as its proxy at any meetings
of shareholders and creditors; provided that, if two or more persons are so delegated, then the
power of attorney shall clearly state the number and class of shares in respect of which each
such person is so authorized, and shall be signed by an authorized officer of the recognized
clearing house. A person so authorized may exercise the rights on behalf of the recognized
clearing house or its nominees as if the person were an individual shareholder of the Company.
The register of attendees of the meetings shall be prepared by the Company. The register
of meetings shall contain the names of the persons (or the names of entities) attending the
meetings, their identity card numbers, the amount of shares with voting rights held or
represented, and the names of their authorizing principals (or the names of their entities), etc.
The convenor and the legal advisors retained by the Company shall jointly verify the
eligibility of the shareholders to vote based on the Company’s shareholder register provided by
the securities registration and clearing authority and shall register the name of the shareholders
together with the numbers of voting shares they have. Registration shall come to a close before
the chairman of the meeting announces the number of shareholders and proxies physically
present at the meeting as well as the total number of voting shares represented by the
shareholders who are entitled to vote.
Where the general meeting requests the director or senior management to attend the
meeting, the director or senior management shall attend the meeting for inquiries from
shareholders.
The chairman shall preside over the shareholders’ general meeting. In the event of any
inability or failure of the chairman to perform his/her duties, one director jointly elected by a
majority of the directors shall preside over the shareholders’ general meeting.
A general 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 to, or fails
to perform his/her duties, one member of the Audit Committee jointly elected by a majority of
the members of the Audit Committee shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by the
convenor or a representative proposed by him/her.
When a general meeting is held and the chairman of the meeting violates the rules of
procedure which makes it difficult for the general meeting to continue, subject to the approval
of a majority of the shareholders having the voting rights who are present at the meeting, a
person may be elected at the general meeting to act as the chairman of the meeting to continue
the meeting.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-14 –


--- page 452 ---
The Company shall establish the procedure at the general meeting, setting out the details
of the procedures for summoning, convening and voting procedure of general meeting,
including notice, registration, consideration of resolution, poll, vote counting, announcement
of voting results, forming of meeting resolution, minutes and its signature, announcement,
principle for authorizing power to the Board by the general meeting, substance of such
authorization shall be clear and specific. The Company’s procedure at general meeting
constitutes an appendix to these Articles of Association and prepared by the Board and
approved by the general meeting.
At the shareholders’ annual general meeting, the Board shall report on their work for the
previous year. All Independent directors are required to deliver separate work reports.
The directors and senior management shall respond to and provide an explanation at the
general meeting for inquiries or suggestions from shareholders.
Prior to voting, the chairman of the meeting shall announce the number of shareholders
and proxies physically present at the meeting as well as the total number of voting shares
represented by shareholders who are entitled to vote. The number of shareholders and proxies
physically present at the meeting as well as the total number of voting shares represented by
the shareholders who are entitled to vote shall be determined in accordance with those
registered during the meeting.
Minutes of a shareholders’ general meeting shall be kept and such minutes shall be
prepared by the secretary to the Board. Minutes of the shareholders’ general meetings should
set out the following:
(I) the date and venue for convening the meeting, meeting agenda and the name of the
convenor;
(II) the name of the chairman of the meeting as well as those of the directors and senior
management who attend the meeting as attendees and participants;
(III) the number of shareholders and proxies attending the meeting, the total number of
voting shares represented by the shareholders who are entitled to vote; the
proportion of the number of voting shares represented by the shareholders who are
entitled to vote out of the total number of shares of the Company;
(IV) a description of the considerations taken for each motion, the main points put
forward by each speaker relating thereto and the voting results thereof;
(V) details of inquiries and recommendations of the shareholders and the corresponding
response or explanation in relation thereto;
(VI) the names of the lawyer, counting officer and the scrutineer;
(VII) other contents which should be recorded in the minutes as provided for in these
Articles of Association.
The convenor shall ensure that the content of the minutes shall be true, accurate and
complete. Minutes shall be signed by attendees of the meeting or present in the meeting,
including the directors, secretary to the Board, the convenor or its representative and the
chairman of the meeting. Minutes shall, together with the register relating to the shareholders
present at the meeting in person and the proxy form if present by proxy, or via Internet or other
permitted means be kept by the Company for a period of not less than 10 years.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 453 ---
The convenor shall ensure that a shareholders’ general meeting is held on a continuous
basis until a final resolution is adopted. If a general meeting is suspended or no resolution can
be adopted due to force majeure or other exceptional reasons, necessary measures shall be
taken so as to promptly re-convene the general meeting or to directly terminate the then general
meeting, and public announcement relating thereto shall also be made on a timely basis. At the
same time, the convenor shall report the same to the local branch of the CSRC and to the stock
exchange of the place where the shares of the Company are listed (if required).
Voting and Resolutions of Shareholders’ General Meeting
Resolutions of shareholders’ general meetings shall be ordinary resolutions or special
resolutions.
An ordinary resolution of the general meeting shall be passed by votes representing more
than half of the voting rights represented by the shareholders present at the meeting.
A special resolution must be passed by votes representing more than two-thirds of the
voting rights represented by the shareholders present at the meeting.
Shareholders referred to in this Article shall include shareholders who designate such
proxy or proxies to attend general meetings.
The following matters shall be passed by general meetings by way of ordinary
resolutions:
(I) work reports of the Board;
(II) profit distribution proposals and loss recovery proposals formulated by the Board;
(III) appointment and removal of members of the Board, their remuneration and payment
methods;
(IV) matter other than those which are required by laws, administrative regulations,
provisions of the securities regulatory rules of the place where the shares of the
Company are listed or the Articles of Association to be passed by way of special
resolutions.
The following matters shall be passed by general meetings by way of special resolutions:
(I) increase or decrease of the registered capital of the Company;
(II) division, spin-off, merger, dissolution and liquidation of the Company;
(III) the amendments to the Articles of Association;
(IV) the Company’s acquisition or disposal of material assets or provision of guarantees
to other parties conducted within the period of one year with a value exceeding 30%
of the latest audited total assets of the Company;
(V) share incentive plans;
(VI) other matters stipulated by laws, administrative regulations, provisions of the
securities regulatory rules of the place where the shares of the Company are listed
or the Articles of Association, and considered by an ordinary resolution of general
meetings that they would impose significant impact on the Company and require
adoption by way of a special resolution.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 454 ---
DIRECTORS AND THE BOARD
General Requirements for Directors
Directors of the Company shall be natural persons. A person who is applicable to any one
of the following circumstances shall not become a director of the Company:
(I) a person who is incapacitated or limited in capacity for civil conduct;
(II) a person who has been sentenced to criminal punishment for corruption, bribery,
expropriation or misappropriation of property, or disruption of the economic order
of the socialist market, or who was deprived of his/her political rights as punishment
for a criminal offence, and a period of 5 years has not elapsed since the deprivation
ended, or who has been sentenced to suspended sentence, and a period of 2 years has
not elapsed since the expiration date of the period of probation of the suspended
sentence;
(III) a person, who was a director, factory chief or manager of a company or enterprise
which went into insolvent liquidation, and was personally liable for that insolvent
liquidation and a period of 3 years, counting from the date of completion of the
liquidation proceedings in question, has not elapsed;
(IV) a person, who was the legal representative of a company or enterprise which has had
its business license revoked or has been ordered to be closed down for contravening
the law, and was personally liable for that revocation and a period of 3 years,
counting from the date of revocation of the business license in question, closure
order, has not elapsed;
(V) a person with comparatively large debts for which he is personally liable and which
have fallen due but have not been settled, classified as a dishonest person against
whom enforcement is sought by the People’s Court;
(VI) a person who is subject to securities market entry bans imposed by the CSRC, with
an unexpired term;
(VII) a person who is publicly recognized by the stock exchange as unsuitable to serve as
directors, or senior management officer of a listed company, etc. with an unexpired
term;
(VIII) other circumstances as prescribed by laws, administrative regulations, departmental
rules, or the securities regulatory rules of the place where the shares of the Company
are listed.
If any election or appointment or engagement of directors is in contravention of this
Article, the election, appointment, or engagement shall be invalid. The Company shall dismiss
any directors and cease their duties in the event that the circumstances specified in this Article
occur during their tenure.
Directors should abide by the provisions of laws, administrative regulations, the
securities regulatory rules of the place where the shares of the Company are listed, and the
Articles of Association, owe duty of loyalty to the Company, and shall take measures to avoid
conflicts between their own interests and the interests of the Company, and shall not use their
powers to seek improper interests.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 455 ---
Directors owe the following duty of loyalty to the Company:
(I) shall not embezzle the Company’s property nor misappropriate the Company funds;
(II) shall not use the Company’s funds to open and deposit into accounts in their own
name or other individuals’ names;
(III) shall not take advantage of their positions to bribe or accept other illegal income;
(IV) without reporting to the Board or general meetings, and without being passed by the
Board or general meetings by way of resolutions in accordance with the provisions
of the Articles of Association, not to directly or indirectly enter contracts or conduct
transactions with the Company;
(V) shall not exploit their position for seeking business opportunities that belong to the
Company for himself/herself or others, but except those which have been reported
to the Board or general meetings and passed by way of resolutions of the general
meetings, or the Company shall not use the business opportunity in accordance with
the provisions of laws, administrative regulations or the Articles of Association;
(VI) without reporting to the Board or general meetings and being passed by resolutions
of the general meetings, they shall not operate business similar to that of the
Company’s for themselves or for others;
(VII) shall not retain commissions for themselves from transactions between other parties
and the Company;
(VIII) shall not disclose Company secrets without authorization;
(IX) shall not hamper the Company’s interests through its associated relationships;
(X) other duty of loyalty as prescribed by laws, administrative regulations, departmental
rules, the securities regulatory rules of the place where the shares of the Company
are listed, and the Articles of Association.
Income obtained by directors in violation of the provisions of this Article should belong
to the Company. Directors causing losses to the Company due to such violation shall be liable
for compensation.
The provisions of paragraph (IV) above shall apply to the close relatives of directors and
senior management officers, enterprises directly or indirectly controlled by directors or senior
management officers or their close relatives, and associated persons of other associated
relationships with directors or senior management officers, who enter contracts or conduct
transactions with the Company.
Directors shall abide by the requirements by laws, administrative regulations, the
securities regulatory rules of the place where the shares of the Company are listed, and the
Articles of Association, owe duty of care to the Company, perform duties with reasonable care
that managers should ordinarily exercise in the best interests of the Company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 456 ---
Directors owe the following duty of care to the Company:
(I) to prudently, attentively, and diligently exercise the rights granted by the Company
to ensure that the Company’s business activities comply with requirements of
national laws, administrative regulations, and each of the national economic
policies, and the business activities are within the business scope stipulated by the
business license;
(II) to treat all shareholders fairly;
(III) to keep informed of the business operation and management of the Company in a
timely manner;
(IV) to sign a written confirmation or opinion in connection with the regular reports of
the Company and to ensure that the information disclosed by the Company is true,
accurate and complete;
(V) to inform the Audit Committee of the relevant circumstances and information based
on facts, and shall not hinder the Audit Committee from exercising their powers;
(VI) to perform other duty of care as required by laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the shares of
the Company are listed, and the Articles of Association.
The Board
The Company shall have a Board comprising of 9 directors and 4 independent directors.
Directors of the Company may include executive directors, non-executive directors and
independent directors. Non-executive directors refer to those directors who do not hold any
operation and management duties in the Company. The Board shall have 1 chairman, who shall
be elected by a majority of all the directors in the Board.
The Board shall exercise the following functions and powers:
(I) to convene general meetings and report its work to the general meetings;
(II) to implement the resolutions of the general meetings;
(III) to decide on the Company’s business plans and investment plans;
(IV) to formulate the Company’s profit distribution plan and loss recovery plans;
(V) to formulate proposals for the increase or reduction of the Company’s registered
capital and the issuance of debentures or other securities and listing plans;
(VI) to formulate plans for major acquisitions, repurchase of shares of the Company or
merger, division, dissolution and change of nature of incorporation of the Company;
(VII) to determine the investments, acquisition and disposal of assets, pledge of assets,
external guarantees, designation of financial management, related party transactions
and external donations of the Company within the authorization of the general
meeting;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 457 ---
(VIII) to decide on the establishment of the Company’s internal management structure;
(IX) to decide on the appointment or dismissal of the Company’s general manager,
secretary to the Board and other senior management, and decide on their
remuneration, rewards and punishments; to decide on the appointment or dismissal
of the Company’s deputy general manager, chief financial controller and other
senior management based on the nomination of the general manager, and determine
on their remuneration, rewards and punishments;
(X) to formulate the basic management system of the Company;
(XI) to formulate proposals for any amendment to the Articles of Association;
(XII) to manage the information disclosure of the Company;
(XIII) to propose to general meetings the appointment or replacement of the accounting
firm that provide audit service to the Company;
(XIV) to listen to the work report of the general manager of the Company and inspect the
work of the general manager;
(XV) other functions and powers conferred by laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the shares of
the Company are listed or the Articles of Association.
The Board shall lay down strict procedures to inspect and decide on the approval limit for
foreign investment, purchase or sale of assets, pledge of assets, external guarantees, entrusted
assets management, related party transactions and external donations. For major investment
projects, the Board shall organize the relevant experts and professional officers to conduct
assessment for approval of the shareholders in a general meeting.
The Board shall formulate a detailed investment decision-making system in respect of the
Company’s investment decision-making authority, decision-making procedure and decision-
making content to the extent authorized by a general meeting. The authority as to
decision-making of the Board is as follows:
(I) the general meeting of the Company shall authorize the Board to consider and
approve the transactions which do not meet the standards as stipulated in Article 47
of the Articles of Association, but meet any of the following standards:
1. the aggregated assets value (where book value and assessed value are
available, whichever is higher as calculation data) involved in a transaction
with amount more than 10% of the Company’s latest audited total assets;
2. the net assets (where book value and assessed value are available, whichever
is higher as calculation data) involved in the subject of a transaction (e.g.
equity interest) represent more than 10% of the Company’s latest audited net
assets and the absolute amount exceeds RMB10 million;
3. the operating income related to the latest accounting year in respect of the
subject of a transaction (e.g. equity interest) accounts for more than 10% of the
Company’s latest audited operating income for the latest accounting year and
the absolute amount exceeds RMB10 million;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 458 ---
4. the net profit related to the latest accounting year in respect of the subject of
a transaction (e.g. equity interest) accounts for more than 10% of the
Company’s latest audited net profit of the latest accounting year and the
absolute amount exceeds RMB1 million;
5. the transaction amount (including the assumed debts and expenses) of the
transaction accounts for more than 10% of the Company’s latest audited net
assets, and the absolute amount exceeds RMB10 million;
6. the net profit from transactions accounts for more than 10% of the Company’s
latest audited net profit of the latest accounting year and the absolute amount
exceeds RMB1 million.
If the data involved in the calculation of the above indicators is negative, its absolute
value will be used for calculation.
The provisions of this Article shall be applied to the similar transactions of the
Company related to the transaction subject matters on the principle of a cumulative
basis within 12 months.
(II) the accumulated amount of assets purchased, sold, rent in, rent out or disposed of for
twelve consecutive months has not exceeded 30% of the Company’s latest audited
total assets;
(III) external guarantees have not met the standards as stipulated in Article 47 of the
Articles of Association;
(IV) related party transactions have not met the standards for which deliberation by
general meetings is required;
(V) to consider other matters that should be considered by the Board according to the
provisions of the listing rules of the places where the securities of the Company are
listed.
The decision of the Board to provide external guarantee shall be approved by more than
two-thirds of the directors present at the meeting, and with consent from more than two-thirds
of all the independent directors of the Company.
If the above matters should be considered and approved by the general meetings in
accordance with relevant laws, regulations and regulatory documents, such matters shall be
submitted to the general meeting for approval upon deliberation and approval by the Board.
If any director has connection with the enterprise or individuals involved in the resolution
made at a Board meeting, the said director shall promptly report in writing to the Board, and
any director who has a connected relationship shall not vote on the said resolution for himself
or on behalf of other directors. A Board meeting may be held when more than half of the
non-connected directors attend the meeting. The resolution made at the Board meeting shall be
passed by more than half of the non-connected directors. If the number of non-connected
directors attending the meetings is less than 3, the issue shall be submitted to the general
meeting for deliberation.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 459 ---
INDEPENDENT DIRECTORS
Independent directors shall perform their duties conscientiously, play the roles of
participation in decision-making, supervision, checks and balances, and professional
consultation in the Board, safeguard the interests of the Company as a whole and protect the
lawful rights and interests of the minority shareholders in accordance with laws, administrative
regulations, regulations of the CSRC, the provisions of the securities regulatory rules of the
place where the shares of the Company are listed, and the Articles of Association.
Independent directors shall maintain independence. The following persons shall not serve
as independent directors:
(I) persons who work in the Company or its subsidiaries and their spouses, parents,
children and major social relations;
(II) natural person shareholders who directly or indirectly hold more than 1% of the
Company’s issued shares or are among the top ten shareholders of the Company and
their spouses, parents and children;
(III) persons who work for 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
and their spouses, parents and children;
(IV) persons who work for the subsidiaries of the Company’s controlling shareholder or
de facto controller and their spouses, parents and children;
(V) persons who have major business relationships with the Company, its controlling
shareholder, de facto controller or their respective subsidiaries, or persons who work
for units with major business relationships and their controlling shareholders or de
facto controller;
(VI) persons who provide financial, legal, consulting, guarantee and other services to the
Company, its controlling shareholders, de facto controller or their respective
subsidiaries, including but not limited to all project team members, reviewers at all
levels, persons who sign reports, partners, directors, senior management and
principal persons in charge of intermediary institutions providing services;
(VII) Persons who have had the circumstances listed in paragraphs (I) to (VI) in the past
twelve months;
(VIII) Other persons who are not independent as stipulated by laws, administrative
regulations, regulations of the CSRC, provisions of regulatory authorities, such as
the stock exchange of the place where the shares of the Company are listed, and the
Articles of Association.
The following matters shall be submitted to the Board for deliberation upon getting
consent of a majority of all independent directors of the Company:
(I) related party transactions to be disclosed;
(II) the plan for the change or waiver of undertakings by the Company and related
parties;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-22 –


--- page 460 ---
(III) the decisions made and measures taken by the Board of the acquired listed company
in respect of the acquisition;
(IV) other matters stipulated by laws, administrative regulations, regulations of the
CSRC, securities regulatory rules of the place where the shares of the Company are
listed, and the Articles of Association.
SPECIAL COMMITTEES UNDER THE BOARD
The Board of the Company shall establish an Audit Committee to exercise the functions
and powers of the Audit Committee as stipulated by the Company Law.
The Audit Committee shall consist of 3 members, all of whom shall be non-executive
directors and independent directors, which shall be the majority. The chairman of the Audit
Committee shall be a professional among the independent directors who possesses accounting
or financial management expertise as required by the securities regulatory rules of the place
where the shares of the Company are listed.
The Audit Committee is responsible for auditing the financial information of the
Company and its disclosure, supervising and evaluating internal and external audits, and
internal control. The following matters shall be submitted to the board of directors for
consideration after being approved by a majority of all members of the Audit Committee:
(I) disclosure of the financial information in financial and accounting reports and
regular reports, and the evaluation report on internal control;
(II) appointment or dismissal of an accounting firm which undertakes the audit work of
listed companies;
(III) appointment or dismissal of the person in charge of the finance of the Company;
(IV) changes in accounting policies or accounting estimates or corrections of significant
accounting errors due to reasons other than changes in accounting standards;
(V) other matters as stipulated by laws, administrative regulations, provisions of the
securities regulatory rules of the place where the shares of the Company are listed,
and the Articles of Association.
The Board of the Company shall set up other special committees for such as, strategy and
sustainable development, nomination, remuneration and evaluation. These committees shall be
authorized by the Articles of Association and the Board to perform their duties, and resolutions
proposed by these special committees shall be submitted to the Board for consideration and
approval. The working procedures of these special committees shall be formulated by the
Board.
SENIOR MANAGEMENT PERSONNEL
The Company shall have one general manager who shall be appointed or dismissed by the
Board.
The Company shall have certain deputy general managers, one chief financial controller
and one secretary to the Board, when they shall be appointed or dismissed by the Board of
Directors.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 461 ---
The general manager, deputy general managers, chief financial controller and secretary to
the Board shall be the senior management personnel of the Company.
The provisions of these Articles relating to the circumstances under which a person may
not become a Director and the system for managing the termination of his/her office shall also
apply to the senior management personnel.
The responsibilities of loyalty and diligence of Directors in these Articles of Association
shall also be applicable to senior management personnel.
The general manager shall be accountable to the Board and exercise the following
functions and powers:
(I) to manage the Company’s production and operations, to organize the
implementation of resolutions of the Board of directors, and to report his/her work
to the Board;
(II) to organize the implementation of annual operating plans and investment proposals
of the Company;
(III) to formulate proposals for establishing the internal management structure of the
Company;
(IV) to formulate the Company’s basic management system;
(V) to devise the Company’s specific rules and regulations;
(VI) to propose to the Board appointment or dismissal of the Company’s deputy general
managers and chief financial controller;
(VII) to decide to appoint or dismiss management personnel other than those to be
appointed or dismissed by the Board’s decision;
(VIII) other powers conferred by these Articles of Association or the Board.
The deputy general managers and the chief financial controller shall be nominated by the
general manager and be appointed by the Board. Deputy general managers and chief financial
controller shall assist the general manager in his work.
The Company shall have the secretary to the Board, who shall be responsible for
preparation and preservation of documents of the shareholders’ general meeting and the
meeting of the Board, the management of the shareholders’ information of the Company, and
the handling of matters in relation to the information disclosure.
FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT
Financial Accounting System
The Company shall formulate its financial accounting system in accordance with laws,
administrative regulations and the requirements of relevant departments of the State.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-24 –


--- page 462 ---
The Company shall submit and disclose its annual reports to the local office of the CSRC
and the stock exchange(s) in the place where the shares of the Company are listed within four
months from the ending date of each fiscal year as required, and submit and disclose the
half-year reports to the local office of the CSRC and the stock exchange(s) in the place where
the shares of the Company are listed within two months from the ending date of the first six
months of each fiscal year as required.
The above annual reports and half-year reports shall be prepared in accordance with laws,
administrative regulations, the provisions of the CSRC and the stock exchange(s) in the place
where the shares of the Company are listed.
The Company shall not establish account books other than the statutory account books.
The funds of the Company shall not be deposited in any personal account.
When any after-tax profits for the current year are distributed, the Company shall allocate
10% of the profit to the statutory reserve fund of the Company. If aggregate amount of the
statutory reserve funds exceeds 50% of the registered capital of the Company, no more
allocation shall be required.
If the statutory reserve fund of the Company is insufficient to make up for the losses of
the preceding year, the profit of the current year shall first be used to make up the said losses
before any statutory reserve fund is allocated as per the provision of the preceding paragraph.
After allocating its after-tax profits to the statutory reserve fund, the Company may also,
subject to resolutions adopted at a general meeting, allocate some of its after-tax profits into
its discretionary reserve.
After making up for the losses and making contributions to the common reserve fund, any
remaining profit after tax shall be distributed to the shareholders in proportion to their
respective shareholdings, except it is stipulated in these Articles of Association that profit
distributions shall not be made in accordance with the shareholding proportion.
If the general meeting, in violation of the Company Law, distributes profits to the
shareholders, the profits so distributed shall be returned to the Company; in case of losses
caused to the Company, shareholders and responsible directors and senior management
personnel shall be liable for compensation.
No profit shall be distributed in respect of the shares held by the Company.
The Company shall appoint such collecting agent or collecting agents in Hong Kong for
the shareholders of H Shares, who shall collect and retain dividends and other amounts payable
by the Company in respect of H Shares on behalf of the relevant shareholders of H Shares, and
then pay the same to these shareholders of H Shares. The collecting agents appointed by the
Company shall meet the requirements of the laws, regulations and securities regulatory rules
of the place where the Company’s shares are listed.
The common reserve funds of the Company shall be applied for making up for losses,
expanding the Company’s production and operation or increase of the capital.
The Company shall first use discretionary reserve and statutory reserve to offset losses
with the reserve; if the losses cannot be covered, the capital reserve may be used in accordance
with relevant provisions.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-25 –


--- page 463 ---
If the statutory reserve is converted into an increase in registered capital, the balance of
the statutory reserve shall not fall below 25% of the Company’s registered capital before the
increase of the capital.
Internal Audit
The Company maintains an internal audit system, which specifies the leadership system,
responsibilities and authorities, staffing, funding security, use of audit results and
accountability in relation to internal audit work.
The internal audit system of the Company shall be implemented and disclosed to the
public upon approval by the Board.
The internal audit institution of the Company supervises and inspects the Company’s
business activities, risk management, internal control, financial information and other matters.
The internal audit institution is accountable to the Board.
When monitoring and examining the Company’s business activities, risk management,
internal control and financial information, the internal auditor shall be subject to oversight and
guidance of the Audit Committee. If the internal auditor discovers any significant issues or
leads, it shall immediately report directly to the Audit Committee.
Engagement of Accounting Firms
The Company shall engage an accounting firm which is qualified under the Securities
Law to conduct accounting statement audit, net asset verification and other related consulting
services. The engagement period shall be one year and can be renewed.
The engagement and dismissal of an accounting firm by the Company shall be determined
at a general meeting. The Board shall not engage an accounting firm before any resolution
adopted at a general meeting.
The Company shall ensure the provision of true and complete accounting evidence, books
of account, financial and accounting reports and other accounting data to the accounting firm
engaged by it, and no refusal, withholding and false information are allowed.
The audit fees to the accounting firm shall be decided by the general meeting.
When the Company dismisses or does not renew the appointment of an accounting firm,
it shall notify the auditing firm 30 days in advance, and the accounting firm shall be allowed
to state its opinion when the general meeting of the Company votes on the dismissal of the
accounting firm.
If the accounting firm proposes to resign, it shall explain to the general meeting whether
there is any improper circumstance in the Company.
Merger and Division
The merger of the Company may take the form of merger by absorption or merger by the
establishment of a new company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-26 –


--- page 464 ---
Merger by absorption refers to a company absorbing another company, in which the
company being absorbed shall be dissolved. Merger by establishment of a new company refers
to the establishment of a new company by merging two or more companies, whereby the
merger parties shall be dissolved.
A merger with the consideration to be paid by the Company not exceeding 10% of the
Company’s net assets shall not be subject to resolution of the general meeting unless otherwise
provided for in the listing rules of the place where the shares of the Company are listed or in
these Articles of Association.
Where the merger of the Company is not subject to resolution of the general meeting in
accordance with the provision of the preceding paragraph, it shall be subject to resolution of
the Board.
In the event of a merger of the Company, the parties to the merger shall enter into a
merger agreement and prepare balance sheets and inventories of assets. The Company shall
notify its creditors within 10 days of the date of the merger resolution and shall publish a notice
on a media as specified in Article 177 of these Articles of Association or on the national
enterprise credit information publicity system within 30 days of the date of the merger
resolution. Creditors may, within 30 days after receipt of such notice, or within 45 days of the
date of the first announcement for those who do not receive notice, to demand that the
Company settle their debts or to provide corresponding securities.
During the merger of the Company, claims and liabilities of parties to the merger shall be
taken over by the company subsisting after the merger or the newly established company.
When the Company is to be split, its assets shall be split up accordingly
In the event of a split of the Company, the parties to the split shall prepare balance sheets
and inventories of assets. The Company shall notify its creditors within 10 days of the date of
the split agreement and shall publish a notice on a media as specified in Article 177 of these
Articles of Association or on the national enterprise credit information publicity system within
30 days of the date of the split agreement.
Unless otherwise agreed by the Company and creditors on settling liabilities in writing
prior to the split, debts incurred by the Company before its split shall be borne jointly and
severally by the company established after the split.
Dissolution and Liquidation
The Company shall be dissolved due to the following reasons:
(I) expiry of the operation period as provided in these Articles of Association or the
occurrence of other events resulting in winding up as provided in these Articles of
Association;
(II) the general meeting resolves to wind up;
(III) the Company needs to be wound up due to merger or division;
(IV) its business license is revoked or it is ordered to close down or to be dissolved
according to laws;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 465 ---
(V) in the event that the Company has encountered serious difficulties in its operation
and management and that its continuous existence will cause substantial loss to the
interests of the shareholders, and such difficulties cannot be solved by any other
means, the shareholders who hold more than 10% of the voting rights of the
Company may request the People’s Court to dissolve the Company.
The Company shall, within ten days of the occurrence of the reasons for dissolution as
stipulated in the preceding paragraph, disclose the reasons for dissolution on the national
enterprise credit information publicity system.
Where the Company is dissolved pursuant to item (I), (II), (IV) or (V) of Article 189 of
these Articles of Association, the Company shall be liquidated. Directors shall be the
liquidation obligors, and a liquidation committee shall be formed within 15 days from the
occurrence of the events of dissolution to perform liquidation. The liquidation committee shall
comprise the directors, unless these Articles of Association provide otherwise or the general
meeting resolves to elect other person(s). If the liquidation obligors fail to fulfill their
liquidation obligations in a timely manner and cause losses to the Company or creditors, they
shall be liable for compensation.
During the period of liquidation, the liquidation committee shall exercise the following
functions and powers:
(I) to check up on the Company’s assets and draw up a balance sheet and an inventory
of its assets separately;
(II) to notify the creditors by notice or announcement;
(III) to dispose of and liquidate the Company’s unfinished business;
(IV) to pay off the tax arrears and the taxes generated in the process of liquidation;
(V) to clear up claims and debts;
(VI) to dispose of the property remaining after the Company pays off its debts;
(VII) to participate in civil lawsuits on behalf of the Company.
The liquidation committee shall, within ten days from the date it is established, notify the
creditors as stipulated in Article 193 of its establishment and make an announcement on the
media as specified in Article 177 of these Articles of Association or on the national enterprise
credit information publicity system within 60 days therefrom.
The creditors shall declare their claims to the liquidation committee within 30 days from
the date they receive the written notice, or if they have not received such notice, within 45 days
from the date the announcement is made.
When declaring their claims, the creditors shall specify the matters in respect of the
claims, and provide supporting materials. The liquidation committee shall register the claims.
During the period when creditors declare their claims, the liquidation committee shall not
pay off the debts to them.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-28 –


--- page 466 ---
After the liquidation committee has checked up on the property of the Company and
drawn up the balance sheet and the detailed inventory of assets, it shall work out a liquidation
plan and submit the plan to the general meeting of shareholders or a People’s Court for
confirmation.
After the Company pays off respectively the liquidation expenses, the wages of its staff
and workers, the social insurance premiums and the statutory compensations, pays its tax
arrears and clears up its debts, the remaining property of the Company shall be distributed in
proportion to the shares held by its shareholders.
During the period of liquidation, the Company shall continue to exist, but it shall not
engage in operational activities not related to liquidation. The property of the Company shall
not be distributed to its shareholders until the payments are made as specified in the provisions
of the preceding paragraph.
If, after checking up on the property of the Company and drawing up the balance sheet
and the inventory of its property, the liquidation committee discovers that the property of the
Company is insufficient to pay off its debts, it shall apply to a People’s Court for declaration
of bankruptcy of the Company.
After the bankruptcy application is accepted by the People’s Court, the liquidation
committee shall transfer all matters arising from the liquidation to the bankruptcy administrator
designated by the People’s Court.
After the liquidation is finished, the liquidation committee shall prepare a liquidation
report, submit the same to the general meeting of shareholders or the People’s Court for
confirmation, and submit the same to the company registration authority to apply for
deregistration of the Company.
Members of the liquidation committee shall perform their liquidating functions with
duties of loyalty and care.
Members of the liquidation committee neglecting to perform their liquidating functions,
and thereby causing losses to the Company, shall be liable for compensation; members of the
liquidation committee who cause loss to the creditors due to intentional misconduct or gross
negligence shall be liable for damages.
If the Company is declared bankrupt in accordance with the law, bankruptcy liquidation
shall be carried out in accordance with the applicable laws on enterprise bankruptcy.
Amendments to these Articles of Association
The Company shall amend these Articles of Association in any of the following
circumstances:
(I) where amendments to the Company Law or other relevant laws, administrative
regulations, or the securities regulatory rules of the place where the Company’s
shares are listed result in conflicts with the current provisions of these Articles of
Association;
(II) where changes in the Company’s circumstances render the provisions of these
Articles of Association inconsistent with the actual situation;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 467 ---
(III) where the general meeting resolves to amend these Articles of Association.
Where the amendments to these Articles of Association passed by resolution of the
general meeting are subject to approval by the competent authority, they shall be submitted for
such approval. Where the amendments involve changes to registration particulars, the
Company shall apply for change in registration in accordance with the law.
The Board shall amend these Articles of Association based on the resolutions passed at
the general meeting and the approval opinions of the relevant competent authorities.
If the amendments to the Articles of Association involve information that is required to
be disclosed under laws, regulations or the securities regulatory rules of the place where the
Company’s shares are listed, the Company shall make public disclosure in accordance with
such requirements.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-30 –


--- page 468 ---
FURTHER INFORMATION ABOUT OUR GROUP
Incorporation of Our Company
Our Company was incorporated in the PRC on September 22, 2003, and was converted
into a joint stock limited company on October 28, 2009. Our Company completed the listing
of our A Shares on the Shenzhen Stock Exchange (stock code: 002487) on October 15, 2010.
As of the date of this prospectus, our Company’s registered address is located at No. 155,
Xinqiu Street, Xinqiu District, Fuxin, Liaoning Province, PRC and address of headquarters is
located at No. 1102, East Tower, China Overseas Plaza, Building 7, Yard 8, Yongdingmen
Outer Street, West Riverside Road, Dongcheng District, Beijing, PRC. Our Company’s
corporate structure and Articles of Association are governed by PRC laws and regulations.
The relevant PRC laws and regulations and a summary of the Articles of Association are
set out in “Appendix IV — Summary of Principal Laws and Regulations” and “Appendix V —
Summary of the Articles of Association” to this prospectus, respectively.
Our principal place of business in Hong Kong is at 40/F, Dah Sing Financial Centre 248
Queen’s Road East Wanchai, Hong Kong. Our Company has been registered with the Registrar
of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies
Ordinance on September 30, 2025. Mr. LAU Kwok Yin ( ᄎ਷ሬ) has been appointed as the
authorized representative of our Company for the acceptance of service of process and notices
on behalf of our Company in Hong Kong. The address for the service of process is the same
as our principal place of business in Hong Kong.
Changes in the Share Capital of Our Company
There has been no alteration in our share capital within two years immediately preceding
the date of this prospectus.
Changes in the Share Capital of Our Subsidiaries
On April 23, 2024, the registered capital of Dajin New Energy Heavy Equipment
(Rushan) Co., Ltd. (ༀ(Ԫʆ)ʮ̡) decreased from RMB5,000 to RMB100.
On May 16, 2024, the registered capital of Beijing Jinyu New Energy Technology Co.,
Ltd. (ʮ̡) decreased from RMB50,000,000 to RMB5,000,000.
On July 17, 2025, the registered capital of Tangshan Fengnan Yingjing New Energy Co.,
Ltd. (ʮ̡) increased from RMB5,000,000 to RMB200,000,000.
Save as disclosed above, no alteration in the registered capital of our subsidiaries has
taken place within the two years preceding the date of this prospectus. Details of our
subsidiaries are set out in Note 19 to the Accountants’ Report in Appendix I.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 469 ---
Shareholders’ Resolutions
At the general meeting of our Company held on July 11, 2025, the following resolutions
were passed by the Shareholders:
(i) the issuance of H Shares with a nominal value of RMB1.00 each by our Company
and such H Shares be listed on the Hong Kong Stock Exchange;
(ii) the number of H Shares to be issued pursuant to the Global Offering before the
exercise of the Over-allotment Option shall not exceed 15% of the enlarged share
capital of our Company upon completion of the Global Offering, and the
Over-allotment Option shall not exceed 15% of the above number of H Shares to be
issued;
(iii) subject to the completion of the Global Offering, the Articles of Association to
become effective on the Listing Date shall be conditionally adopted, and the Board
and its authorized person have been authorized to amend the Articles of Association
in accordance with any comments from the relevant regulatory authorities; and
(iv) authorization of the Board and its authorized person to handle relevant matters
relating to, among other things, the Global Offering, the issue and listing of the H
Shares.
FURTHER INFORMATION ABOUT OUR BUSINESS
Summary of Material Contracts
The following contracts (not being contract entered into in the ordinary course of
business) have been entered into by members of our Group within the two years preceding the
date of this prospectus and are or may be material:
(1) the Hong Kong Underwriting Agreement;
(2) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, GIC Private Limited, Huatai Financial Holdings (Hong Kong) Limited,
China Merchants Securities (HK) Co., Limited, China International Capital
Corporation Hong Kong Securities Limited and Ping An Securities (Hong Kong)
Company Limited, pursuant to which GIC Private Limited agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$80,000,000;
(3) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, HHLR Advisors, Ltd., Hillhouse Investment Management, Ltd., Huatai
Financial Holdings (Hong Kong) Limited, China Merchants Securities (HK) Co.,
Limited, China International Capital Corporation Hong Kong Securities Limited and
Ping An Securities (Hong Kong) Company Limited, pursuant to which HHLR
Advisors, Ltd. and Hillhouse Investment Management, Ltd. agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$50,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


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(4) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, CPE Juniper Investment Limited, Huatai Financial Holdings (Hong
Kong) Limited, China Merchants Securities (HK) Co., Limited, China International
Capital Corporation Hong Kong Securities Limited and Ping An Securities (Hong
Kong) Company Limited, pursuant to which CPE Juniper Investment Limited agreed
to subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$39,990,000;
(5) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, UBS Asset Management (Singapore) Ltd. (in its capacity as the delegate
of the investment manager for and on behalf of the investors listed in the
agreement), Huatai Financial Holdings (Hong Kong) Limited, China Merchants
Securities (HK) Co., Limited, China International Capital Corporation Hong Kong
Securities Limited and Ping An Securities (Hong Kong) Company Limited, pursuant
to which UBS Asset Management (Singapore) Ltd. (in its capacity as the delegate
of the investment manager for and on behalf of the investors listed the agreement)
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$30,000,000;
(6) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Taikang Life Insurance Co., Ltd, Huatai Financial Holdings (Hong Kong)
Limited, China Merchants Securities (HK) Co., Limited, China International Capital
Corporation Hong Kong Securities Limited and Ping An Securities (Hong Kong)
Company Limited, pursuant to which Taikang Life Insurance Co., Ltd agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$30,000,000;
(7) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Eastspring Investments (Singapore) Limited, Huatai Financial Holdings
(Hong Kong) Limited, China Merchants Securities (HK) Co., Limited, China
International Capital Corporation Hong Kong Securities Limited, Ping An Securities
(Hong Kong) Company Limited and CCB International Capital Limited, pursuant to
which Eastspring Investments (Singapore) Limited agreed to subscribe for Offer
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent
of US$10,000,000;
(8) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Eastspring Investments (Hong Kong) Limited, Huatai Financial Holdings
(Hong Kong) Limited, China Merchants Securities (HK) Co., Limited, China
International Capital Corporation Hong Kong Securities Limited, Ping An Securities
(Hong Kong) Company Limited and CCB International Capital Limited, pursuant to
which Eastspring Investments (Hong Kong) Limited agreed to subscribe for Offer
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent
of US$6,000,000;
(9) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Pinpoint Asset Management Limited, Huatai Financial Holdings (Hong
Kong) Limited, China Merchants Securities (HK) Co., Limited, China International
Capital Corporation Hong Kong Securities Limited and Ping An Securities (Hong
Kong) Company Limited, pursuant to which Pinpoint Asset Management Limited
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$30,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


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(10) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, ICBC Wealth Management Co., Ltd., Huatai Financial Holdings (Hong
Kong) Limited, China Merchants Securities (HK) Co., Limited, China International
Capital Corporation Hong Kong Securities Limited and Ping An Securities (Hong
Kong) Company Limited, pursuant to which ICBC Wealth Management Co., Ltd.
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$20,000,000;
(11) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Marshall Wace Asia Limited (in its capacity as investment manager for
and on behalf of the investors listed the agreement), Huatai Financial Holdings
(Hong Kong) Limited, China Merchants Securities (HK) Co., Limited, China
International Capital Corporation Hong Kong Securities Limited and Ping An
Securities (Hong Kong) Company Limited, pursuant to which Marshall Wace Asia
Limited (in its capacity as investment manager for and on behalf of the investors
listed the agreement) agreed to subscribe for Offer Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$20,000,000;
(12) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Integrated Core Strategies (Asia) Pte. Ltd., Huatai Financial Holdings
(Hong Kong) Limited, China Merchants Securities (HK) Co., Limited, China
International Capital Corporation Hong Kong Securities Limited and Ping An
Securities (Hong Kong) Company Limited, pursuant to which Integrated Core
Strategies (Asia) Pte. Ltd. agreed to subscribe for Offer Shares at the Offer Price in
the aggregate amount of Hong Kong dollar equivalent of US$20,000,000;
(13) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, PSBC Wealth Management Co., Ltd., Huatai Financial Holdings (Hong
Kong) Limited, China Merchants Securities (HK) Co., Limited, China International
Capital Corporation Hong Kong Securities Limited and Ping An Securities (Hong
Kong) Company Limited, pursuant to which PSBC Wealth Management Co., Ltd.
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$12,000,000;
(14) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Fullgoal Fund Management Co., Ltd., Huatai Financial Holdings (Hong
Kong) Limited, China Merchants Securities (HK) Co., Limited, China International
Capital Corporation Hong Kong Securities Limited and Ping An Securities (Hong
Kong) Company Limited, pursuant to which Fullgoal Fund Management Co., Ltd.
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$6,200,000; and
(15) the cornerstone investment agreement dated May 26, 2026, entered into among the
Company, Fullgoal Asset Management (HK) Limited, Huatai Financial Holdings
(Hong Kong) Limited, China Merchants Securities (HK) Co., Limited, China
International Capital Corporation Hong Kong Securities Limited and Ping An
Securities (Hong Kong) Company Limited, pursuant to which Fullgoal Asset
Management (HK) Limited agreed to subscribe for Offer Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$3,800,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


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Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number Expiry Date
1. /H1118/H1118
 Chinese
Mainland
Our Company 6, 12, 37,
39, 40
73045179 September 6,
2035
2 /H1118/H1118/H1118
 Hong Kong Our Company 6, 7, 12,
37, 39,
40
306971716 July 21, 2035
3. /H1118/H1118/H1118
 Japan Our Company 6, 7, 12,
37, 39,
40
6919193 April 14,
2035
4. /H1118/H1118/H1118
 European
Union
Our Company 6, 7, 12,
37, 39,
40
019090621 October 14,
2034
5. /H1118/H1118/H1118
 United
Kingdom
Our Company 6, 7, 12,
37, 39,
40
UK00004 111131 October 14,
2034
6. /H1118/H1118/H1118
 Hong Kong Our Company 6, 7, 12,
37, 39,
40
306970618 July 20, 2035
Patents
As of the Latest Practicable Date, we had registered the following patents which we
consider to be or may be material to our business:
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
1. /H1118A straightening device
for processing a ship
U-shaped steel
structure ( ɓ၇୵୴U
ٜࣧ
ༀໄ)
Utility
patent
Chinese
Mainland
CN202520686638.9 Our Company April 14, 2025
2. /H1118A hot bending device of
a steel pipe for ship
processing ( ɓ၇୵୴
ᆠᛃϜ
ༀໄ)
Utility
patent
Chinese
Mainland
CN202520542033.2 Our Company March 26,
2025
3. /H1118A welding fixture for a
curved plate of ship
manufacture ( ɓ၇୵
ଔટʈ
ༀ)
Utility
patent
Chinese
Mainland
CN202520559776.0 Our Company March 28,
2025
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 473 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
4. /H1118A ship welding
positioning device
(Зༀ
ໄ)
Utility
patent
Chinese
Mainland
CN202520574117.4 Our Company March 31,
2025
5. /H1118A plate shearing device
for manufacturing
ship parts ( ɓ၇୵୴
ؐ
ༀໄ)
Utility
patent
Chinese
Mainland
CN202520716836.5 Our Company April 16, 2025
6. /H1118A cutting device for
ship processing steel
pipes ( ɓ၇୵୴̋ʈ
ʲ௲ༀໄ)
Utility
patent
Chinese
Mainland
CN202520224938.5 Our Company February 13,
2025
7. /H1118A punching device for
ship processing parts
(ɓ၇୵୴̋ʈཧ௅΁
ላˆༀໄ)
Utility
patent
Chinese
Mainland
CN202520270868.7 Our Company February 20,
2025
8. /H1118A plate rolling device
for processing a ship
steel structure ( ɓ၇
୵୴፻ഐ࿴̋ʈ͜જ
ༀໄ)
Utility
patent
Chinese
Mainland
CN202520340191.X Our Company February 28,
2025
9. /H1118A cable harness device
of wind power
generation equipment
(ٙ
ᇞ᝙Ҽᇞༀໄ)
Utility
patent
Chinese
Mainland
202323637531.5 Our Company December 29,
2023
10. /H1118A fixture tool for plate
processing (ҿ
̋ʈ͜ѰՈʈༀ)
Utility
patent
Chinese
Mainland
202420515252.7 Our Company March 15,
2024
11. /H1118A cable harness device
of wind power
generation equipment
(ٙ
ᇞ᝙Ҽᇞༀໄ)
Utility
patent
Chinese
Mainland
202323330299.0 Our Company December 7,
2023
12. /H1118A plate pipeline cutting
device (ҿ၍༸
ʲ௲ༀໄ)
Utility
patent
Chinese
Mainland
202420449263.X Our Company March 8, 2024
13. /H1118A barrel welding seam
cleaning device ( ഇ᜗
ଔᐻ૶ଣༀໄ)
Invention Chinese
Mainland
202210163264.3 Our Company February 22,
2022
14. /H1118A tower cylinder flange
welding auxiliary
centering device ( ɓ
ᚆଔટႾп
࿁ːༀໄ)
Invention Chinese
Mainland
202111167697.8 Our Company October 8,
2021
15. /H1118A wind power
generation tower ( ɓ
ɢ೯ཥ෫)
Invention Chinese
Mainland
202110658107.5 Our Company June 15, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 474 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
16. /H1118A scaling powder
adding device ( ɓ၇
пଔኒ૴̋ༀໄ)
Utility
patent
Chinese
Mainland
202121392639.0 Our Company June 22, 2021
17. /H1118A multifunctional
cutting device for
processing a steel
plate (̋ʈ
͜ε̌ঐ൒ʲༀໄ)
Invention Chinese
Mainland
202110026738.5 Our Company January 9,
2021
18. /H1118A steel plate grinding
and polishing device
based on ship heavy
industry (୵
ס
Έༀໄ)
Utility
patent
Chinese
Mainland
202121736299.9 Our Company July 28, 2021
19. /H1118A steel plate cutting
equipment (൒ʲ
ண௪)
Invention Chinese
Mainland
202110035737.7 Our Company January 12,
2021
20. /H1118An offshore wind
power generation
system and a method
thereof (ࠬ
ج)
Invention Chinese
Mainland
202110142097.X Our Company February 2,
2021
21. /H1118A process for removing
magnetic powder
from an oil-
containing steel plate
with porous surfaces
(ў
ৰှ४ʈᖵ)
Invention Chinese
Mainland
202010910285.8 Our Company September 2,
2020
22. /H1118A plate processing and
cutting machine ( ɓ
ҿ̋ʈʲ௲ዚ)
Invention Chinese
Mainland
202010268865.1 Our Company April 8, 2020
23. /H1118An auxiliary device for
replacing offshore
wind power
generation equipment
components ( ɓ၇ऎ
ɢ೯ཥண௪௅΁
һ౬Ⴞпༀໄ)
Utility
patent
Chinese
Mainland
202021495227.5 Our Company July 23, 2020
24. /H1118A plate cutting machine
for cutting flexible
sizes (ʲ௲
ҿʲ௲
ዚ)
Invention Chinese
Mainland
202010280710.X Our Company April 10, 2020
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 475 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
25. /H1118A supplementary
welding set of wind-
powered electricity
generation anchor
slab flange (ཥ
ᚆႾпଔટༀ
ໄ)
Utility
patent
Chinese
Mainland
202021627414.4 Our Company August 7,
2020
26. /H1118An offshore wind
power pedestal
structure of triangle
pile body type ( ɓ၇
ࠬ
᜗ഐ࿴)
Utility
patent
Chinese
Mainland
202021279343.3 Our Company July 2, 2020
27. /H1118A machining metal
girth welding
equipment ( ɓ၇ዚ૛
᙮ᐑᐻଔટண
௪)
Utility
patent
Chinese
Mainland
202021669918.2 Our Company August 12,
2020
28. /H1118A drilling equipment
that the steel sheet
degree of accuracy is
high (ܓ
᝝ˆண௪)
Utility
patent
Chinese
Mainland
201921027166.7 Our Company July 3, 2019
29. /H1118A steel sheet plane
degree detection
device (ࠦ
Ꮸ಻ༀໄ)
Utility
patent
Chinese
Mainland
201921712923.4 Our Company October 13,
2019
30. /H1118A steel plate
circumference hole
processing device ( ɓ
෥մˆ̋ʈༀ
ໄ)
Invention Chinese
Mainland
201910048862.4 Our Company January 18,
2019
31. /H1118A plate material rolling
process (જ
Ⴁʈᖵ)
Invention Chinese
Mainland
201810416231.9 Our Company May 3, 2018
32. /H1118A steel sheet burnishing
device (Έ
ༀໄ)
Utility
patent
Chinese
Mainland
201920296344.X Our Company March 9, 2019
33. /H1118A steel pipe surface
finish grinding device
(Έ͂
ጋༀໄ)
Utility
patent
Chinese
Mainland
201920296952.0 Our Company March 10,
2019
34. /H1118A float type offshore
wind energy plant ( ɓ
ɢ೯
ཥண௪)
Invention Chinese
Mainland
201711440183.9 Our Company December 27,
2017
35. /H1118A wiring board edge
cutter device ( ɓ၇ᇞ
ᗙᇝʲ௲ༀໄ)
Utility
patent
Chinese
Mainland
201821692505.9 Our Company October 18,
2018
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 476 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
36. /H1118A box gravity type
offshore wind
foundation structure
(ɢόऎɪ
ཥਿᓾഐ࿴)
Utility
patent
Chinese
Mainland
201721489203.7 Our Company November 10,
2017
37. /H1118A veneer reeling
machine rolls large-
diameter cylinder
body supporting tool
(ٜ
ഇ᜗˕ᅟʈༀ)
Utility
patent
Chinese
Mainland
201820658394.3 Our Company May 4, 2018
38. /H1118A rotatable ground
clamp of welding ( ɓ
ή
ᇞѰ)
Utility
patent
Chinese
Mainland
201820790317.3 Our Company May 25, 2018
39. /H1118A be used for vertical
flange welded device
(ᚆଔ
ༀໄ)
Utility
patent
Chinese
Mainland
201820411445.2 Our Company March 26,
2018
40. /H1118A marine wind power
major diameter pylon
list shell ring hoist
(ࢰٜ
ఊഇືΞՈ)
Utility
patent
Chinese
Mainland
201820409139.5 Our Company March 26,
2018
41. /H1118A large-diameter thin-
walled barrel
deformation
preventing tooling
(ᑛኣഇ᜗
ԣᜊҖʈༀ)
Utility
patent
Chinese
Mainland
201820658917.4 Our Company May 4, 2018
42. /H1118A fixing device for
cutting of major
diameter wind tower
tower segment burst
(෫
֛
ༀໄ)
Utility
patent
Chinese
Mainland
201820410663.4 Our Company March 26,
2018
43. /H1118A vertical turnover
device in shipment of
marine wind power
pylon (ཥ
ͭό೯༶ᔕԒༀ
ໄ)
Utility
patent
Chinese
Mainland
201820409827.1 Our Company March 26,
2018
44. /H1118An assemble convenient
aerogenerator cable
clamp (ک
ɢ೯ཥዚཥ᝙Ѱ)
Utility
patent
Chinese
Mainland
201820496523.3 Our Company April 9, 2018
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 477 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Registration
Date
45. /H1118An aerogenerator
anemometer tower
(ࠬ
෫)
Utility
patent
Chinese
Mainland
201820496356.2 Our Company April 9, 2018
46. /H1118An aerogenerator’s base
(ਿ
ࢭ)
Utility
patent
Chinese
Mainland
201820496395.2 Our Company April 9, 2018
47. /H1118A plain type marine
wind power pylon
transportation frock
(ཥ
༶፩ʈༀ)
Utility
patent
Chinese
Mainland
201820410095.8 Our Company March 26,
2018
48. /H1118A workstation for
equipment of burst
flange (ʱ˪
ʈЪ̨)
Utility
patent
Chinese
Mainland
201820410687.X Our Company March 26,
2018
49. /H1118A be used for burst
flange and tower
section of thick
bamboo welded
device (ʱ˪
ༀ
ໄ)
Utility
patent
Chinese
Mainland
201820409939.7 Our Company March 26,
2018
50. /H1118A clamping device for
hanging steel sheet
(ᘔΞ̔͜
ટༀໄ)
Invention Chinese
Mainland
201610729959.8 Our Company August 26,
2016
51. /H1118An offshore wind
residual air pressure
storage power
generation device ( ɓ
ɢ௵ቱंᏀ
πᎷ೯ཥༀໄ)
Utility
patent
Chinese
Mainland
201721488962.1 Our Company November 10,
2017
52. /H1118A wind power
generation tower
section of thick
bamboo groove
trimming device ( ɓ
ɢ೯ཥ෫ഇսɹ
዆ༀໄ)
Utility
patent
Chinese
Mainland
201721063278.9 Our Company August 23,
2017
Domain Names
As of the Latest Practicable Date, we owned the following domain name, which we
consider to be or may be material to our business:
No. Domain Name Registration Owner Registration date Expiry Date
1. /H1118/H1118dajin.cn Our Company April 7, 2010 April 7, 2032
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 478 ---
Save as aforesaid, as of the Latest Practicable Date, there were no other trade or service
marks, patents, intellectual or industrial property rights that were material in relation to our
business.
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
Disclosure of Interests of Directors and Chief Executive
To the best knowledge of our Directors, saved as disclosed below, immediately following
the completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the
Over-allotment Option are not exercised and (ii) no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and the Listing Date), none of our
Directors or chief executive has any interests or 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 our Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions
which they are taken or deemed to have under such provisions of the SFO) or which will be
required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein
or which will be required to be notified to our Company and the Stock Exchange pursuant to
the Model Code for Securities Transactions by Directors of Listed Companies contained in the
Listing Rules.
Interests in Shares of our Company
Name Position Nature of Interest
Number and
description
of Shares
Approximate
%o ft h eA
Shares
immediately
after the
Global
Offering (1)
Approximate
%o ft h e
issued Shares
immediately
after the
Global
Offering (1)
Mr. Jin /H1118/H1118/H1118Chairman of the
Board and
executive Director
Beneficial owner 7,745,625 1.21% 1.07%
Interest in a
controlled
corporation
(2)
248,300,500 38.93% 34.26%
Mr. SUN
Xiaole /H1118/H1118
Executive Director
and general
manager
Beneficial owner 1,359,819 0.21% 0.19%
Mr. LI Xin /H1118Executive Director
and deputy general
manager
Interests of
spouse
(3)
4,700 0.001% 0.001%
Notes:
(1) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no
other changes are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing Date.
(2) For details of the interest held by Mr. Jin through a controlled corporation, see “Substantial Shareholders.”
(3) As of the Latest Practicable Date, Mr. LI Xin was deemed to the interested in the 4,700 Shares held by his
spouse, Ms. SONG Dan ( ҂ʗ), under the SFO.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 479 ---
Interests of Substantial Shareholders
Interests in the Shares of our Company
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, as
of the Latest Practicable Date, our Directors were not aware of any persons who would,
immediately following the completion of the Global Offering (assuming (i) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing Date), having or be deemed or taken to the beneficial interests or short position in
our Shares or underlying Shares which would fall to be disclosed to our Company under the
provisions of 2 and 3 of Part XV of the SFO, or directly or indirectly be interested in 10% or
more of the issued voting shares of our Company or had option in respect of such capital.
Interests in our Company’s subsidiaries
As of the Latest Practicable Date, to the best knowledge of our Directors, other than
members of our Group, the Directors or chief executive of our Company, none of any persons
or entities was interested in 10% or more of the voting rights at general meetings of our
subsidiaries.
Particulars of Service Contracts
Pursuant to Rules 19A.54 and 19A.55 of the Listing Rules, our Company has entered into
a service agreement with each of the Directors which contains provisions in relation to, among
other things, compliance of relevant laws and regulations, observations of Articles of
Association and provisions on arbitration.
The principal particulars of these service agreements are: (a) each of the agreements is for
a term of three years following his/her respective effective date of his/her respective effective
date of his/her appointment; and (b) each of the agreements is subject to termination in
accordance with their respective terms.
Save as disclosed above, our Company has not entered, and does not propose to enter, into
any service contracts with any of the Directors in their respective capacities as Directors (other
than contracts expiring or determinable by the employer within one year without the payment
of compensation (other than statutory compensation)).
Directors’ remuneration
For details of the Directors’ remuneration, see “Directors and Senior Management —
Remuneration of Directors and Five Highest Paid Individuals,” and Notes 15 and 16 to the
Accountants’ Report as set out in Appendix I.
Disclaimers
Save as disclosed in this prospectus,
(a) none of our Directors or the chief executive of our Company has any interest or short
position in the shares, underlying shares or debentures of our Company or any of its
associated corporation (within the meaning of Part XV of the SFO) which will have
to be notified to our Company and the Hong Kong Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO or which will be required, pursuant to
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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section 352 of the SFO, to be entered in the register referred to therein, or which will
be required to be notified to our Company and the Hong Kong Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers once the H Shares are listed;
(b) none of our Directors or any of the parties listed in “— Other Information —
Consents and Qualifications of Experts” below:
(i) has any direct or indirect interest in the promotion of our Company, or in any
assets which have within the two years immediately preceding the date of this
prospectus been acquired or disposed of by or leased to any member of our
Group, or are proposed to be acquired or disposed of by or leased to any
member of our Group;
(ii) is materially interested in any contract or arrangement subsisting at the date of
this prospectus which is significant in relation to the business of our Group
taken as a whole; or
(iii) has any shareholding in any member of our Group or the right (whether legally
enforceable or not) to subscribe for or to nominate persons to subscribe for
securities in any member of our Group;
(c) none of our Directors has any existing or proposed service contracts with any
member of our Group (excluding contracts expiring or determinable by the employer
within one year without payment of compensation (other than statutory
compensation));
(d) so far as is known to our Directors, no person (not being a Director or chief
executive of our Company or any member of our Group) will, immediately
following the completion of the Global Offering, have an interest or short position
in the Shares or underlying Shares of our Company which would fall to be disclosed
to our Company under the provisions of Divisions 2 and 3 of Part XV of SFO or be
interested, directly or indirectly, in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of
any member of our Group; and
(e) none of our Directors or their respective close associates (as defined under the
Listing Rules) or our Shareholders who are interested in more than 5% of the issued
share capital of our Company has any interest in the five largest customers or the
five largest suppliers of our Group.
OTHER INFORMATION
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
on our Company or any of our subsidiaries.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Litigation
As of the Latest Practicable Date, save as disclosed in this prospectus, we were not aware
of any litigation or arbitration proceedings of material importance pending or threatened
against any member of our Group that could have a material adverse effect on our financial
condition or results of operations.
Joint Sponsors
The Joint Sponsors have applied to the Stock Exchange for the listing of, and permission
to deal in, our H Shares to be issued pursuant to the Global Offering. All necessary
arrangements have been made enabling the H Shares to be admitted into CCASS.
Each of Joint Sponsors satisfies the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules.
The Joint Sponsors will be paid by our Company a fee of US$530,000 in aggregate to act
as sponsors to our Company in connection with the Listing.
Compliance Advisor
Our Company has appointed Altus Capital Limited as our Compliance Advisor in
compliance with Rule 3A.19 of the Listing Rules.
Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation
of our Company.
Taxation of Holder 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
current rate of Hong Kong stamp duty for such sale, purchase and transfer is a 0.1% of the
consideration or, if higher, the fair value of the H Shares being sold or transferred. For further
information in relation to taxation, see “Appendix III — Taxation and Foreign Exchange.”
Potential investors in the Global Offering are urged to consult their professional tax
advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing,
holding or disposing of or dealing in our H Shares (or exercising rights attached to them). None
of our Company, our Directors, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead
Managers, or any other person or party involved in the Global Offering accept responsibility
for any tax effects on, or lawful liabilities of, any person, resulting from the subscription,
purchase, holding or disposal of, dealing in or the exercise of any rights in relation to our H
Shares.
Consents and Qualification of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Name Qualification
Huatai Financial Holdings
(Hong Kong) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO to conduct type
1 (dealing in securities), type 2 (dealing in futures
contracts), type 3 (leveraged foreign exchange
trading), type 4 (advising on securities), type 6
(advising on corporate finance), type 7 (providing
automated trading services) and type 9 (asset
management) regulated activities under the SFO
China Merchants Securities
(HK) Co., Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct type 1 (dealing in
securities), type 2 (dealing in futures contracts), type
4 (advising on securities), type 6 (advising on
corporate finance) and type 9 (asset management) of
regulated activities as defined under the SFO
BDO Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered Public
Interest Entity Auditor
Hai Run Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC Legal Advisors
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
BDO Tax Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Transfer Pricing Consultant
As of the Latest Practicable Date, save in connection with the Underwriting Agreements,
none of the experts named above had any shareholding interest in our Company or any of our
subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for securities in any member of our Group.
Promoters
The promoters of our Company are Jinyin Energy, Eagle Kingdom Holdings Limited ( ൮
ʮ̡), Fuxin Xinyuan Investment Consulting Co., Ltd. (ʮ
̡) and Fuxin Longda Technology Development Co., Ltd. (ʮ̡).
Within the two years immediately preceding the date of this prospectus, no cash, securities,
amount or benefit has been paid, allotted or given, or has been proposed to be paid, allotted
or given, to any of the promoters in connection with the Global Offering or the related
transactions described in this prospectus.
Bilingual Document
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
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of this
prospectus, of rendering all persons concerned bound by all of the provisions (other than the
penal provisions) of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in so far as applicable.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial,
business position or prospects since December 31, 2025, being the end date of the periods
reported on our consolidated financial statements as set out in the Accountants’ Report as set
out in Appendix I to this prospectus, and up to the date of this prospectus.
Miscellaneous
Save as disclosed in this prospectus,
(i) within the two years immediately preceding the date of this prospectus, to the best
of our knowledge,
(a) neither our Company nor any of our subsidiaries has issued or agreed to issue
any share or loan capital fully or partly paid up either for cash or for a
consideration other than cash; and
(b) no commissions, discounts, brokerage fee or other special terms have been
granted in connection with the issue or sale of any share or loan capital of our
Company or any of our subsidiaries;
(ii) there are no founder, management or deferred shares nor any debentures in our
Company or any of our subsidiaries;
(iii) no share or loan capital or debenture of our Company or any of the subsidiaries:
(a) has been issued or agreed to be issued or is proposed to be issued for cash or
as fully or partly paid otherwise than in cash; or
(b) is under option or is agreed conditionally or unconditionally to be put under
option;
(iv) there are no arrangements under which future dividends are waived or agreed to be
waived;
(v) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the 12 months proceeding the date of
this prospectus; and
(vi) our Company has no outstanding convertible debt securities or debentures.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) the written consents referred to in “Appendix VI — Statutory and General
Information — Other Information — Consents and Qualification of Experts;” and
(b) a copy of the material contracts referred to in “Appendix VI — Statutory and
General Information — Further Information about Our Business — Summary of
Material Contracts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the Stock Exchange’s
website at www.hkexnews.hk and our Company’s website at www.dajin.cn during a period of
14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report from BDO Limited, the text of which is set out in Appendix
I to this prospectus;
(c) the audited financial statements of our Group for the years ended December 31,
2023, 2024 and 2025 of our Group;
(d) the report on review of the unaudited interim condensed consolidated financial
information of our Group for the three months ended March 31, 2026 from BDO
Limited, the text of which is set out in the section headed “Unaudited Interim
Financial Information” in Appendix IA to this prospectus;
(e) the report on unaudited pro forma financial information of our Group from BDO
Limited, the text of which is set out in Appendix II to this prospectus;
(f) the legal opinions issued by Hai Run Law Firm, our PRC Legal Advisors in respect
of certain matters of our Group in the PRC;
(g) the industry report prepared by Frost & Sullivan, the summary of which is set forth
in “Industry Overview;”
(h) the transfer pricing review memorandum issued by BDO Tax Limited;
(i) a copy of each of the PRC Company Law, the PRC Securities Law and the Overseas
Listing Trial Measures together with their unofficial English translations;
(j) the material contracts referred to in “Appendix VI — Statutory and General
Information — Further Information about Our Business — Summary of Material
Contracts;”
(k) the written consents referred to in “Appendix VI — Statutory and General
Information — Other Information — Consents and Qualification of Experts;” and
(l) the service contracts referred to in “Appendix VI — Statutory and General
Information — Further Information about Our Directors and Substantial
Shareholders — Particulars of Service Contracts.”
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
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大金重工股份有限公司
Dajin Heavy Industry Co., Ltd.
