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深圳樂動機器人股份有限公司
SHENZHEN LDROBOT CO., L TD
Stock Code : 01236
(A joint stock company incorporated in the People’s Republic of China with limited liability)
GLOBAL OFFERING
Joint Sponsors, Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice.
SHENZHEN LDROBOT CO., LTD
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
33,333,400 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares 3,333,400 H Shares (subject to
adjustment)
Number of International Offer Shares 30,000,000 H Shares (subject to
adjustment and the Over-allotment
Option)
Maximum Offer Price HK$30.00 per H Share, 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% (payable in full on
application in Hong Kong dollars and
subject to refund)
Nominal value RMB0.10 per H Share
Stock code 1236
Joint Sponsors, Sponsor-Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners
and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for a ny 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 in Hon g Kong and
Available on Display—A. Documents Delivered to the Registrar of Companies in Hong Kong” to this prospectus, has been registered by the Registrar of Co mpanies in
Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Se curities
and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other d ocument
referred to above.
The Offer Price is expected to be determined by agreement between the 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 around Thursday, May 7, 2026 (Hong Kong time) and, in any event, not later than 12:00
noon on Thursday, May 7, 2026 (Hong Kong time). The Offer Price will not be more than HK$30.00 per Offer Share and is currently expected to be not less than HK$24.00
per Offer Share. If, for any reason, the Offer Price is not agreed by 12:00 noon on Thursday, May 7, 2026 (Hong Kong time) between the Sponsor-Overall Coo rdinators
(for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse.
The Sponsor-Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the Company’s consent, reduce the numb er of Hong Kong
Offer Shares and/or the indicative Offer Price range below that is stated in this prospectus (which is HK$24.00 to HK$30.00) at any time on or prior to th e morning of
the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Hong Kong Offer Shares and/or the
indicative Offer Price range will be published on the website of the Company at www.ldrobot.com and on the website of the Stock Exchange at www.hkexnews.hk as
soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications u nder the Hong Kong
Public Offering. Further details are set forth in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” i n this prospectus.
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$30.00 fo r each Hong
Kong Offer Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction lev y of 0.00015%,
subject to refund if the Offer Price as finally determined is less than HK$30.00 per Hong Kong Offer Share.
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 Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if cert ain grounds arise
prior to 8:00 a.m. on the day that trading in the H Shares commences on the Stock Exchange. Such grounds are set out in “Underwriting—Underwriting Arran gements and
Expenses—The Hong Kong Public Offering—Grounds for Termination” in this prospectus.
The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities laws in the United States and may not be o ffered,
sold, pledged or otherwise transferred within the United States or to, of for the account or benefit of, U.S. Persons (as defined in Regulation S), exce pt in
transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. stat e securities
laws. The Offer Shares may be offered and sold outside the United States to persons that are not, and are not acting for the account or benefit of, U.S. Per sons
in offshore transactions in reliance on Regulation S. There has been and will be no public offering of the H Shares in the United States.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic
in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.ldrobot.com. If you require a
printed copy of this prospectus, you may download and print from the websites above.
IMPORTANT
April 30, 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.ldrobot.com. If you require a printed
copy of this prospectus, you may download and print from the website addresses
above.
To apply for the Hong Kong Offer Shares, you may
(1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r
(2) apply through the HKSCC EIPO channel to electronically cause 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.
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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Y our application through the HK eIPO White Form service or the HKSCC EIPO
channel must be for a minimum of 200 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. Y ou 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 prefund 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$
200 6,060.51 4,000 121,210.20 60,000 1,818,153.00 800,000 24,242,040.00
400 12,121.02 5,000 151,512.76 70,000 2,121,178.50 900,000 27,272,295.00
600 18,181.54 6,000 181,815.30 80,000 2,424,204.00 1,000,000 30,302,550.00
800 24,242.05 7,000 212,117.86 90,000 2,727,229.50 1,200,000 36,363,060.00
1,000 30,302.56 8,000 242,420.40 100,000 3,030,255.00 1,400,000 42,423,570.00
1,200 36,363.05 9,000 272,722.96 200,000 6,060,510.00 1,666,600
(1) 50,502,229.84
1,400 42,423.56 10,000 303,025.50 300,000 9,090,765.00
1,600 48,484.08 20,000 606,051.00 400,000 12,121,020.00
1,800 54,544.59 30,000 909,076.50 500,000 15,151,275.00
2,000 60,605.10 40,000 1,212,102.00 600,000 18,181,530.00
3,000 90,907.66 50,000 1,515,127.50 700,000 21,211,785.00
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the
Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for
applications made through the application channel of the HK eIPO White Form service) while the
SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to
the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of 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 in Hong Kong to be published on our website
at www.ldrobot.com
(6) and the website of the Stock Exchange at
http://www.hkexnews.hk .
Hong Kong Public Offering commences ...................... 9:00 a.m. on Thursday,
April 30, 2026
Latest time for completing electronic applications under the
HK eIPO White Form service through the designated website
at www.hkeipo.hk (2) .................................1 1:30 a.m. on Wednesday,
May 6, 2026
Application lists of the Hong Kong Public Offering open (3) .....1 1:45 a.m. on Wednesday,
May 6, 2026
Latest time for (a) completing payment of HK eIPO White Form
applications by effecting internet banking transfer(s) or PPS
payment transfer(s) and (b) submitting electronic application
instruction to HKSCC through HKSCC’s FINI system
(4) ..... 12:00 noon on Wednesday,
May 6, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit
electronic application instruction(s) on your behalf through HKSCC’s FINI system in
accordance with your instruction to apply for the Hong Kong Offer Shares, you are advised to
contact your broker or custodian for the earliest and latest time for giving such instructions,
as this may vary by broker or custodian.
Application lists of the Hong Kong Public Offering close
(3) .... 12:00 noon on Wednesday,
May 6, 2026
Expected Price Determination Date (5) .....................a to r before 12:00 noon on
Thursday, May 7, 2026
Announcement of the Offer Price on our website at
www.ldrobot.com (6) and the website of the Stock
Exchange at www.hkexnews.hk on or around .................. Friday, May 8, 2026
Announcement of the level of indications of interest in the
International Offering, the level of applications in the
Hong Kong Public Offering and the basis of allocation of
the Offer Shares on our website at www.ldrobot.com
(6)
and the website of the Stock Exchange at www.hkexnews.hk . . no later than 11:00 p.m. on
Friday, May 8, 2026
EXPECTED TIMETABLE (1)
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The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on our website
and the website of the Stock Exchange at
www.ldrobot.com
(6) and www.hkexnews.hk ,
respectively ................................n o later than 11:00 p.m. on
Friday, May 8, 2026
 from the designated results of allocations website
at www.tricor.com.hk/ipo/result (alternatively:
www.hkeipo.hk/IPOResult )
with a “search by ID” function from ..................1 1:00 a.m. on Friday,
May 8, 2026 to 12:00
midnight on Thursday,
May 14, 2026
 from the allocation results telephone enquiry
line by calling +852 3691 8488 between
9:00 a.m. and 6:00 p.m. from ...................... Monday, May 11, 2026
to Thursday, May 14, 2026
(except Saturday, Sunday and
Hong Kong public holidays)
For those applying through HKSCC EIPO channel,
you may also check with your broker
or custodian from ..................................... 6:00 p.m. on Thursday,
May 7, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or deposited
into CCASS on or before
(7)(9) .............................. .Friday, May 8, 2026
HK eIPO White Form e-Auto Refund payment instructions/refund checks in respect
of wholly or partially successful applications if the final Offer Price
is less than the maximum Offer Price per Offer Share initially paid
on application (if applicable) or wholly or partially unsuccessful
applications to be dispatched on or before
(8)(9) ............... Monday, May 11, 2026
Dealings in the H Shares on the Stock Exchange
expected to commence at 9:00 a.m. on ..................... Monday, May 11, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and time, except as otherwise stated.
(2) Y ou will not be permitted to submit your application through the designated website at www.hkeipo.hk after
11:30 a.m. on the last day for submitting applications. If you have already submitted your application and
obtained an application reference number from the designated website prior to 11:30 a.m., you will be
permitted to continue the application process (by completing payment of application monies) until 12:00 noon
on the last day for submitting applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, May
6, 2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer
Shares—E. Bad Weather Arrangements.”
EXPECTED TIMETABLE (1)
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(4) Applicants who apply for Hong Kong Offer Shares through HKSCC EIPO channel or instructing your broker
or custodian to apply on your behalf via HKSCC EIPO channel should refer to the section headed “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 before Thursday, May 7, 2026. If, for any reason, we
do not agree with the Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) on the
pricing of the Offer Shares by 12:00 noon on Thursday, May 7, 2026, the Global Offering will not proceed and
will lapse.
(6) None of the websites set out in this section or any of the information contained on the websites forms part of
this prospectus.
(7) No temporary document of title will be issued in respect of the Offer Shares. H Share certificates will only
become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become
unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance
with their respective terms at or before that time. Investors who trade H Shares on the basis of publicly
available allocation details or prior to the receipt of H Share certificates or the H Share certificates becoming
valid do so entirely at their own risk.
(8) HK eIPO White Form e-Auto Refund payment instructions/refund checks will be issued in respect of wholly
or partially unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly
or partially successful applications in the event that the final Offer Price is less than the price payable per Offer
Share on application. Part of the applicant’s identification document number, or, if the application is made by
joint applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party
for refund purposes. Banks may require verification of an applicant’s identification document number before
encashment of the refund check. Inaccurate completion of an applicant’s identification document number may
invalidate or delay encashment of the refund check.
(9) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. Individuals must produce evidence of identity acceptable to our H Share Registrar at
the time of collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the
section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates
and Refund of Application Monies” for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
HK eIPO White Form e-Auto Refund payment instructions. Applicants who have applied through the
HK eIPO White Form service and paid their application monies through multiple bank accounts may have
refund monies (if any) dispatched to the address as specified in their application instructions in the form of
refund check(s) in favour of the applicant (or, in the case of joint applications, the first-named applicant) by
ordinary post at their own risk.
Any uncollected H Share certificates will be dispatched by ordinary post, at the applicants’ risk, to the
addresses specified in the relevant application instructions.
Further information is 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.”
The above expected timetable is a summary only. For details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer
Shares, please refer to “Structure of the Global Offering” and “How to Apply for Hong Kong
Offer Shares” respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such a case, we will publish an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong
Kong Public Offering and does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the Hong Kong Offer Shares offered by this
prospectus pursuant to the Hong Kong Public Offering. This prospectus may not be
used for the purpose of, and does not constitute, an offer or a solicitation of an offer
to subscribe for or buy any security in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Offer Shares
or the distribution of this prospectus in any jurisdiction other than Hong Kong. The
distribution of this prospectus and the offering and sale of the Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption
therefrom.
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 Sponsor-Overall Coordinators, 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 directors, officers or representatives, or any other person or party
involved in the Global Offering. Information contained on our website, located at
www.ldrobot.com, does not form part of this prospectus.
Page
EXPECTED TIMETABLE ............................................ i v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS AND ACRONYMS ..................................... 1 6
GLOSSARY OF TECHNICAL TERMS ................................. 2 8
FORW ARD-LOOKING STATEMENTS ................................. 3 1
RISK FACTORS ................................................... 3 2
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES .... 5 8
INFORMATION ABOUT THIS PROSPECTUS AND THE
GLOBAL OFFERING ............................................. 6 2
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 6 6
CORPORATE INFORMATION ....................................... 7 0
CONTENTS
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INDUSTRY OVERVIEW ............................................. 7 2
REGULATORY OVERVIEW ......................................... 8 3
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............. 9 9
BUSINESS ........................................................ 1 2 1
DIRECTORS AND SENIOR MANAGEMENT ............................ 1 8 7
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 1 9 7
SUBSTANTIAL SHAREHOLDERS ..................................... 2 0 1
SHARE CAPITAL .................................................. 2 0 3
CORNERSTONE INVESTOR ......................................... 2 0 5
FINANCIAL INFORMATION ......................................... 2 1 0
FUTURE PLANS AND USE OF PROCEEDS ............................. 2 4 3
UNDERWRITING .................................................. 2 4 7
STRUCTURE OF THE GLOBAL OFFERING ............................ 2 5 9
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 2 6 7
APPENDIX I ACCOUNTANTS’ REPORT .......................... I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . II-1
APPENDIX III TAXATION AND FOREIGN EXCHANGE ............... III-1
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS ....................... I V - 1
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION .......... V - 1
APPENDIX VI STATUTORY AND GENERAL INFORMATION .......... VI-1
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES IN HONG KONG AND 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. You should read this prospectus in its entirety 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 “Risk Factors” of this
prospectus. You should read that section carefully before you decide to invest in the Offer
Shares. Your investment decision should be made in light of these considerations.
OVERVIEW
Who We Are
We are a company offering visual perception products and robot lawn mowers.
Our Business
We are one of the companies possessing a set of intelligent robot visual perception
technology product matrix, encompassing a wide range of innovative intelligent robot LiDAR
products. Our intelligent visual perception products are integrated into a wide range of
complete robots such as robotic vacuum cleaners, robot lawn mowers, room service robots,
restaurant service robots, inspection robots and logistics robots. Seizing the global growth
opportunities in the intelligent robot lawn mower market, we have efficiently developed and
successfully commenced mass production of complete intelligent robot lawn mowers. Focusing
on multi-modal perception technology and AI algorithms, we have developed a wide range of
capabilities from underlying R&D technologies to advanced application implementations in the
field of intelligent robots. We also possess in-house capacities for the design and
manufacturing of complete robots. With our continued product innovation, we are developing
products tailored for emerging scenarios, such as intelligent garden maintenance system, and
expanding our brand in the overseas.
Headquartered in China, we are strategically expanding our footprint in overseas markets.
We have established R&D, production bases in Shenzhen and a technical support center in
Suzhou. We are also setting up operation centers in Singapore, Hong Kong and Germany, along
with production collaborations in Vietnam, to ensure efficient overseas R&D, production, sales
and services. We have established close cooperation with more than 300 robotics and related
companies. As of the Latest Practicable Date, our products and services reached end users in
more than 50 countries and regions. We manage factories of more than 20,000 square meters,
and have established a reliable supply chain ecosystem. This supports our R&D, design and
manufacturing of visual perception and complete robotic products, thereby ensuring stable and
flexible deliveries of products with high-quality services.
Operational Data
Our technological innovation capabilities, combined with a set of intelligent robot visual
perception product matrix, intelligent robot technical scalability and the full-cycle
“R&D–production–sales–operation–service” management system have earned us brand
recognition and customer trust. During the Track Record Period, our customers included seven
of the world’s top ten household service robot companies and all of the world’s top five
commercial service robot companies, according to CIC. In 2023, 2024 and 2025, our revenue
generated from seven of the world’s top ten household service robot companies amounted to
RMB60.6 million, RMB146.7 million and RMB201.2 million, respectively. Our revenue
generated from the world’s top five commercial service robot companies amounted to RMB1.6
SUMMARY
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million, RMB0.7 million and RMB4.5 million, respectively, during the same period. Our group
customer retention rate reached approximately 84.0% in 2023, 90.0% in 2024 and 100.0% in
2025. In addition, our group customer net dollar retention rate reached approximately 113.0%
in 2023, 145.0% in 2024 and 133.0% in 2025. The table below sets forth our key operating data
during the Track Record Period.
Y ear ended December 31,
2023 2024 2025
Visual Perception Products
Revenue (RMB in thousands)
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 340,572 434,683
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,858 98,706 171,769
Gross profit ( RMB in thousands)
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,994 51,689 88,744
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,955 30,862 44,631
Gross profit margin (%)
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.5 15.2 20.4
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837.4 31.3 26.0
Average selling price
(RMB per unit)
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861.9 48.9 42.3
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130.1 98.3 77.6
Sales volume (units)
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,702,497 6,958,339 10,287,358
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118821,064 1,004,541 2,213,741
Robot Lawn Mowers
Revenue (RMB in thousands) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 23,272 136,896
Gross profit ( RMB in thousands) /H1118/H1118/H1118/H1118/H1118/H111831 7,808 57,932
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849.2 33.6 42.3
Average selling price
(RMB per unit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,722.0 2,297.1 3,794.3
Sales volume (units) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 10,131 36,079
Our Development Path
Focusing on intelligent robot visual perception as the entry point, we identify diverse
needs in the developing robotics industry, emerging sectors in vertical scenarios and pursue our
mission to improve life quality through technology.
First Growth Curve
Visual perception technologies and products represent the first growth curve of our
business. We believe that visual perception technology is one of the core technologies for the
application and continuous development of intelligent robots. Accordingly, we have been
focusing primarily on the research and development of visual perception technologies and
products for intelligent robots. We launched our first-generation of LiDAR and simultaneous
localization and mapping (SLAM) algorithms in 2018 and the world’s first consumer-grade
Mini DTOF LiDAR in 2020, which enabled us to expand the application of our advanced
intelligent robot visual perception technology in various sectors. With our robust R&D
capabilities and extensive experience in intelligent robot applications, we have gradually
developed a wide range of visual perception products and enhanced AI spatial algorithms for
mass-produced intelligent robots, creating a solid foundation of intelligent robot perception
SUMMARY
–2–


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infrastructure. In 2025, our visual perception technologies empowered over nine million units
of intelligent robot products, marking a significant milestone for the first growth curve of our
business. In the same year, we shipped over 4,000,000 units of DTOF LiDAR, the most in the
industry.
Second Growth Curve
Intelligent robot lawn mowers constitute the second growth curve of our business.
Leveraging years of expertise in visual perception technology and self-developed general-
purpose robotics R&D platforms, we have gradually extended our business downstream and
developed capabilities for the R&D, design and mass production of complete intelligent robots.
Through research on technology and product trends, compatibility testing of key technologies
with practical use cases and assessment of market potential, we identified our entry point into
complete intelligent robots to begin with intelligent robot lawn mowers. Our market research
showed significant potential for robot lawn mowers, especially in Europe, North America and
Australia. We applied our accumulated visual perception technologies into our first-generation
intelligent robot lawn mowers, achieving mass production and sales of over 10,000 units in
2024. Through continuous technological innovation and product iteration, we achieved mass
production of our second-generation intelligent robot lawn mowers in 2025, integrating our
AI-powered scenario recognition and boundary detection algorithms to enhance adaptability
and environmental perception. Leveraging first-mover technology, products and industry
insights, we are rapidly expanding our overseas business with intelligent robot lawn mowers,
creating our second growth curve.
Growth Achievement
As a result of our business growth, we achieved rapid increase in revenue from
RMB276.6 million in 2023 to RMB467.3 million in 2024, and further to RMB747.8 million in
2025, representing a CAGR of approximately 64.4% from 2023 to 2025.
OUR COMPETITIVE STRENGTHS
We continue to strengthen our competitive edge to enhance our market position. Our
success is attributed to the following competitive strengths, which we believe will continue to
drive our future development:
 Solid technological advantages and robust R&D strength;
 Product commercialization to empower various vertical scenarios;
 Agile supply chain system empowering the intelligent robotics industry chain;
 Fueling our second growth curve with robot lawn mowers; and
 Experienced management team with strong support from our top tier investors.
See “Business—Our Competitive Strengths.”
SUMMARY
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OUR STRATEGIES
To support our overall growth, we have formulated the following key development
strategies:
 Strengthen R&D capabilities in visual perception technologies and gradually
achieve full-scale empowerment through AI;
 Iterate our visual perception product and solutions and explore complete robot
products in vertical applications;
 Deepen our overseas strategy and expand customer base worldwide; and
 Continue to optimize and expand production to support large-scale shipments.
See “Business—Our Strategies.”
OUR CORE TECHNOLOGIES
We specialize in the R&D of fundamental technologies for intelligent robots. We have
successfully developed, produced and mass-manufactured a wide set of visual perception
products and AI-powered spatial perception algorithms in the intelligent robotics industry,
which forms a solid foundation for intelligent robots. Leveraging our extensive expertise in
visual perception infrastructure, we have vertically integrated downstream to develop and
produce complete intelligent robot systems. Our core technologies cover a variety of scenarios,
including mapping and positing, multi-modal perception, planning and control, AI technology
and simulation and automated testing. We also created a general-purpose robotics development
platform, AutoPack, which adopts a modular design, enabling compatibility with a wide variety
of sensors and rapid configuration of solutions.
COMPETITION
The market competition of visual perception technology industry and robot lawn mower
industry is intense. We face competition in every major aspect of our business. We compete
mainly on product functionality and scope, performance, service scalability and reliability,
technical strengths, marketing and sales capabilities, user experience, pricing, brand awareness
and reputation. In addition, emerging and enhanced technologies are likely to further intensify
competition of our industry. For details, please refer to “Industry Overview—Analysis of
Global Intelligent Robot Visual Perception Technology Market—Competitive Landscape.”
BUSINESS SUSTAINABILITY
Our Historical Net Losses
We achieved sustained business growth but were loss-making during the Track Record
Period. Our revenue increased from RMB276.6 million in 2023 to RMB467.3 million in 2024,
and further to RMB747.8 million in 2025. The continuous growth was attributed to two drivers:
our visual perception products and intelligent robot lawn mowers. In addition, our gross profit
increased from RMB71.1 million in 2023 to RMB91.3 million in 2024, and further to
RMB191.9 million in 2025. Our gross profit margin also increased significantly from 19.5%
in 2024 to 25.7% in the same period in 2025.
SUMMARY
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Since our establishment in 2017, we have generally been loss-making. Despite our rapid
growth, our revenue had yet been able to fully cover the various costs and expenses incurred
during the Track Record Period. In 2023, 2024 and 2025, we had net losses of RMB68.5
million, RMB56.5 million and RMB62.5 million, respectively. We expect continue to record
net losses in the foreseeable future, including in 2026. Our net losses were primarily
attributable to R&D and market expansion of robot lawn mower, which was still in the ramp-up
phase. In the early stage of its development, revenue from robot lawn mower was in limited
scale and therefore was not able to cover the relevant costs and expenses. We had also incurred
research and development expenses, while to a limited extent, in exploring other complete
robotics products. Through such R&D efforts, we identified robot lawn mower as our second
growth driver in view of its significant market potential and compatibility with our
technological capabilities. In addition, our net losses were also attributable to R&D and market
expansion of visual perception products to a lesser extent.
Path to Achieve Profitability
Our goal is to attain sustained business success and financial returns within the rapidly
expanding intelligent robot industry. We will focus on revenue growth and improvement of
operating efficiency to achieve profitability.
Revenue Growth
Revenue growth is key to achieving profitability. We have built a robust technological
foundation and a suite of visual perception products, which empower a wide range of
intelligent robot products, including robot lawn mowers. Leveraging the significant market
potential of intelligent robot market, as well as our technology strengths, we are well
positioned to enhance and upgrade product offerings in response to emerging market
opportunities and continue to achieve revenue growth. We plan to increase our revenue relying
on (i) an expanded sales network through strengthened relationships with existing customers
and acquisition of new customers; (ii) expansion into new high-value international markets;
and (iii) a diversified product mix through technological upgrade and product iteration.
Improve Gross Profit Margin
We plan to continuously promote product iteration, optimize our existing product line,
strengthen product differentiation and sustain business growth. We aim to enhance sales of
higher-margin products and promote mass production of these products to meet the increased
sales volume. As our sales volume continues to increase, we are gradually benefiting from
economies of scale, particularly with our visual perception products. In addition, with the
commencement of mass production for both generations of robot lawn mowers, we expect to
increase sales volume of robot lawn mowers and achieve economies of scale for this product
line as well.
Improving Operating Efficiency
Improvement of our operating efficiency is also a significant factor to achieve
profitability. Specifically, we plan to (i) adopt technological advancement to optimize R&D
efficiency; and (ii) implement expenditure control measures to reduce expenses and improve
operational effectiveness.
See “Business—Business Sustainability and Path to Profitability” for details. Taking into
account our historical growth, the market opportunities and our plan to achieve profitability,
we are of the view that we have a sustainable business model.
SUMMARY
–5–


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SALES CHANNELS
During the Track Record, we sold all visual perception products through offline channels.
During the same period, we sold our robot lawn mowers through (i) self-operated store on
third-party platform, such as Amazon; (ii) our own website, https://anthbot.com/ ; and (iii)
offline channels, including authorized stores and retail stores. In 2023, we only sold robot lawn
mowers through offline channels. In 2024 and 2025, we sold robot lawn mowers through
third-party platform, our own website and offline channels in the amount of approximately
RMB8.1 million, RMB25,000 and RMB15.1 million, respectively, and RMB47.7 million,
RMB25.0 million and RMB64.2 million, respectively.
OUR CUSTOMERS AND SUPPLIERS
We have a broad base of customers who procure our sensors, algorithms modules and
robot lawn mowers. Our revenue generated from our largest customer in 2023, 2024 and 2025
amounted to RMB45.6 million, RMB71.4 million and RMB119.3 million, respectively, and
accounted for 16.5%, 15.3% and 16.0%, respectively, of our revenue during the same year. Our
revenue generated from our five largest customers in 2023, 2024 and 2025 accounted for
65.1%, 54.3% and 49.8%, respectively, of our revenue during the same year, respectively. Our
suppliers primarily consist of providers for raw materials and components, including optical
components, structural components and electronic components. Our transaction amounts with
our largest supplier in 2023, 2024 and 2025 amounted to RMB16.2 million, RMB44.8 million
and RMB26.6 million, respectively, and accounted for 9.9%, 13.6% and 5.1%, respectively, of
our total purchase during those years. Our transaction amounts with our five largest suppliers
in 2023, 2024 and 2025 accounted for 35.3%, 42.5% and 22.8%, respectively, of our total
purchase during the same year.
CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Zhou, Mr. Guo (by virtue of the Acting in Concert
Agreement among Mr. Zhou and Mr. Guo), Ms. Wang (being Mr. Zhou’s spouse) and Photon
Space (whose general partner is Mr. Zhou and is deemed to be controlled by Mr. Zhou) are
collectively interested in approximately 39.61% of our total issued share capital as our
Controlling Shareholders. See “Relationship with Our Controlling Shareholders” for further
details.
Immediately following the completion the Global Offering, the group of Controlling
Shareholders will in aggregate hold approximately 35.65% of the Shares (assuming the
Over-allotment Option is not exercised). Therefore, upon Listing, they will remain as a group
of Controlling Shareholders and our Company will not have any controlling shareholders as
defined under the Listing Rules upon Listing.
PRE-IPO INVESTMENTS
Since our establishment, we have attracted certain Pre-IPO Investors and completed
several rounds of financing to raise funds for the development of our business. For further
information of the principal terms of the Pre-IPO Investments and the identity and background
of our major Pre-IPO Investors, see “History, Development and Corporate Structure—Pre-IPO
Investments.”
SUMMARY
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--- page 16 ---
RISK FACTORS
There are certain risks and uncertainties involved in investing in our H Shares, some of
which are beyond our control. These risks are set out in “Risk Factors” in this prospectus. Some
of the major risks we face include:
 We recorded net losses and had net operating cash outflows during the Track Record
Period, and may not be able to achieve or subsequently maintain profitability in the
near future.
 The industry in which we operate is highly competitive. If we fail to compete
successfully with our existing or potential competitors, our business, results of
operations, financial condition and prospects may be materially and adversely
affected.
 If we are unable to develop and introduce new products that adapt to changing
market demand and customer needs in a timely manner, our future business, results
of operations, financial condition and competitive position would be materially and
adversely affected.
 We have been and intend to continue investing significantly in R&D, which may not
generate the results we expect and therefore may adversely affect our business,
results of operations, financial condition and prospects.
 Our key customer and supplier base is relatively concentrated. Our business,
financial condition, results of operations and prospects could be adversely affected
if our business relationships with these key customers and suppliers are terminated,
interrupted, or modified in any way adverse to us.
 We are subject to supply shortages and increased costs of direct materials, any of
which could materially and adversely affect our business, financial condition, results
of operations and prospects.
SUMMARY OF KEY FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information during the Track Record Period and should be read together with, and are qualified
in their entirety by reference to, the Accountants’ Report in Appendix I to this prospectus,
including the related notes.
The following table sets forth a summary of our consolidated statements of profit or loss
and other comprehensive income for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(205,453) (74.3) (376,028) (80.5) (555,828) (74.3)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,109 25.7 91,317 19.5 191,945 25.7
SUMMARY
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--- page 17 ---
Y ear ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,922 7.9 20,258 4.3 21,442 2.9
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,272) (7.7) (31,427) (6.7) (81,201) (10.9)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(40,831) (14.8) (36,925) (7.9) (69,458) (9.3)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,940) (34.7) (94,857) (20.3) (121,121) (16.2)
Impairment losses on financial assets, net /H1118/H1118/H1118/H1118(2,402) (0.9) (4,312) (0.9) (2,177) (0.3)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(143) (0.1) (68) (–*) (1,587) (0.2)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(934) (0.3) (469) (0.1) (344) (–*)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
Loss for the year attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
* Less than 0.1.
NON-HKFRS MEASURES
To supplement our consolidated financial statements, which are presented in accordance
with HKFRS, we also use adjusted net loss and adjusted net loss margin as additional financial
measures, which are not required by, or presented in accordance with HKFRS. We believe these
non-HKFRS measures, when shown in conjunction with the corresponding HKFRS measures,
facilitate comparisons of operating performance from period to period and company to
company and provide useful information to investors and others in understanding and
evaluating our consolidated results of operations in the same manner as they help our
management. However, our presentation of adjusted net loss may not be comparable to
similarly titled measures presented by other companies. The use of these non-HKFRS measures
has limitations as an analytical tool, and you should not consider them in isolation from, or as
a substitute for an analysis of, our results of operations or financial condition as reported under
HKFRS. We define adjusted net loss as net loss for the year adjusted by adding back
equity-settled share-based payment expenses and listing expenses related to the Global
Offering and adjusted net loss margin as adjusted net loss divided by revenue. The adjustments
have been consistently made during the Track Record Period.
The following table reconciles our adjusted net loss for the years indicated with our net
loss, or loss for the years presented in accordance with HKFRS:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Add:
Equity-settled share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,715 11,808 22,768
SUMMARY
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--- page 18 ---
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Listing expenses related 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– – 13,644
Adjusted net loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(55,776) (44,675) (26,089)
Adjusted net loss margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20.2)% (9.6)% (3.5)%
Notes:
(1) Equity-settled share-based payment expense is a non-cash expense arising from granting share-based
awards to selected employees. It mainly represents the arrangement that we receive services from
employees as consideration for our equity instruments. Share-based payment is not expected to result
in future cash payments. Share-based payment is recorded under our selling and marketing expenses,
administrative expenses and research and development expenses, and equity-settled share-based
payment expenses in the above table represents the sum of that recorded under each type of such
expenses.
(2) Adjusted net loss margin (non-HKFRS measure) equals adjusted net loss (non-HKFRS measure) for the
year divided by revenue for the year and multiplied by 100%.
We had a net loss of RMB68.5 million, RMB56.5 million and RMB62.5 million in 2023,
2024 and 2025, respectively. Our net losses in the Track Record Period were primarily because
we made significant efforts to promote product innovation, technological advancement, scaling
up mass production and marketing of new production lines. In 2023, 2024 and 2025, we
incurred research and development expenses of RMB95.9 million, RMB94.9 million and
RMB121.1 million, respectively, representing 34.7%, 20.3% and 16.2% of our revenue in the
corresponding years, respectively. In addition, our net losses during the Track Record Period
were also due to our efforts in recruitment and retention of marketing talent and promotion
activities. We successfully expanded our client base and geographic presence.
During the Track Record Period, we generated revenue primarily from the sales of visual
perception products and robot lawn mowers. The following table sets forth a breakdown of our
revenue by business line for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Visual Perception Products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 60.5 340,572 72.9 434,683 58.1
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,858 38.6 98,706 21.1 171,769 23.0
274,155 99.1 439,278 94.0 606,452 81.1
Robot lawn mowers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 – * 23,272 5.0 136,896 18.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,344 0.8 4,795 1.0 4,425 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
Note:
(1) Others mainly refer to revenue generated from the sales of spare parts and consumables.
* Less than 0.1.
SUMMARY
–9–


--- page 19 ---
During the Track Record Period, our revenue increased rapidly from RMB276.6 million
in 2023 to RMB467.3 million in 2024, and further to RMB747.8 million in 2025. Revenue from
visual perception products accounted for the substantial majority of our total revenue during
the Track Record Period. The increase in our revenue from visual perception products was
primarily due to the increase in sales volume of sensors. Revenue from robot lawn mowers
increased to 5.0% of our revenue in 2024, following the commencement of mass production of
our first-generation robot lawn mowers. Our revenue from robot lawn mowers further
increased to 18.3% of total revenue in 2025, resulting from our continuous sales expansion
efforts.
In each year of 2023, 2024 and 2025, substantially of our revenue were generated from
Chinese mainland. The following table sets forth our revenue by geographical locations for the
years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275,851 99.7 448,781 96.0 610,275 81.6
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118711 0.3 18,564 4.0 137,498 18.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
For further details, see “Financial Information—Description of Key Components of Our
Results of Operations.”
The table below sets forth a summary of our consolidated statements of financial position
as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,762 168,792 65,872
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,382 483,852 609,126
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,143 241,971 297,871
Net Current Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,239 241,881 311,255
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,731 3,123 9,085
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118452,270 407,550 368,042
Our net current assets increased by 28.7% from RMB241.9 million as of December 31,
2024 to RMB311.3 million as of December 31, 2025, primarily due to (i) a significant increase
of RMB72.4 million in cash and cash equivalents, (ii) an increase of RMB61.2 million in debt
investments at fair value through other comprehensive income, and (iii) an increase of
RMB52.5 million in inventories, partially offset by (i) a decrease of RMB89.7 million in
prepayments, other receivables and other asset, and (ii) an increase of RMB30.5 million in
trade and bills payables. Our net assets decreased from RMB407.6 million as of December 31,
2024 to RMB368.0 million as of December 31, 2025, primarily due to loss for the year of
RMB62.5 million, partially offset by share-based payments of RMB22.8 million.
SUMMARY
–1 0–


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Our net current assets decreased by 7.7% from RMB262.2 million as of December 31,
2023 to RMB241.9 million as of December 31, 2024, primarily due to (i) an increase of
RMB96.8 million in trade and bills payables, and (ii) a decrease of RMB96.1 million in
financial assets at FVTPL, partially offset by (i) an increase of RMB73.2 million in
prepayments, other receivables and other assets, and (ii) an increase of RMB44.8 million in
trade and bills receivables. Our net assets decreased from RMB452.3 million as of December
31, 2023 to RMB407.6 million as of December 31, 2024, primarily due to loss for the year of
RMB56.5 million, partially offset by share-based payments of RMB11.8 million.
For further details, see “Financial Information—Discussion of Certain Key Items from
Consolidated Statements of Financial Position.”
The following table sets forth a summary of our cash flows for the years indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118(49,148) (29,104) (136,473)
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(159,028) 55,781 220,150
Net cash used in financing activities /H1118/H1118/H1118/H1118/H1118(6,619) (7,438) (10,507)
Net increase/(decrease) 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(214,795) 19,239 73,170
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/H111827,585 46,950 119,382
In 2025, we had net cash used in operating activities of RMB136.5 million, which
represents our loss before tax of RMB62.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB22.8
million, (ii) depreciation of property, plant and equipment of RMB8.8 million, and (iii)
depreciation of right-of-use assets of RMB7.5 million. The amount was further adjusted by
negative changes in working capital, primarily including (i) increase in debt investments at fair
value through other comprehensive income of RMB61.2 million due to an increase in
customers settling with notes receivable, (ii) increase in inventories of RMB54.1 million as we
built up inventory levels of robot lawn mowers to ensure timely delivery and meet growing
sales in overseas market, (iii) increase in prepayments, other receivables and other assets of
RMB25.3 million, and (iv) increase in restricted bank deposits of RMB25.0 million
representing guarantee deposits for issuing bill payables, partially offset by increase in trade
and bills payables of RMB27.4 million resulting from our increased procurement of direct
materials to follow our business expansion.
In 2024, we had net cash used in operating activities of RMB29.1 million, which
represents our loss before tax of RMB56.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB11.8
million, (ii) investment income from certificate of deposits of RMB7.3 million, (iii)
depreciation of property, plant and equipment of RMB6.7 million, and (iv) depreciation of
right-of use assets of RMB6.7 million. The amount was further adjusted by positive changes
in working capital, primarily including an increase in trade and bills payables of RMB86.2
million in line with our business growth, partially offset by (i) an increase in trade and bills
receivables of RMB38.2 million resulting from our continuous business growth, (ii) an increase
in restricted bank deposits of RMB28.0 million, and (iii) an increase in inventories of
RMB14.4 million as we procured more raw materials and had more finished goods to meet our
increased shipment volume.
SUMMARY
–1 1–


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In 2023, we had net cash used in operating activities of RMB49.1 million, which
represents our loss before tax of RMB68.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB12.7
million, (ii) investment income from certificate of deposits of RMB7.0 million, (iii)
depreciation of right-of use assets of RMB5.6 million, and (iv) depreciation of property, plant
and equipment of RMB5.1 million. The amount was further adjusted by negative changes in
working capital, primarily including (i) an increase in trade and bills receivables of RMB57.4
million resulting from our business growth, and (ii) an increase in prepayments, other
receivables and other assets of RMB7.8 million as we allocated cash from regular bank deposit
to certificate of deposits with higher-yield, partially offset by an increase in trade and bills
payables of RMB61.8 million resulting from an increase of our procurement of direct
materials.
For further details, see “Financial Information—Liquidity and Capital Resources—Cash
Flow.”
Our cash and cash equivalents increased from RMB27.6 million as of December 31, 2023
to RMB47.0 million as of December 31, 2024, primarily because we reduced our holdings of
wealth management products to enhance liquidity and meet our business needs. Our cash and
cash equivalents increased from RMB47.0 million as of December 31, 2024 to RMB119.4
million as of December 31, 2025, primarily because we used the cash from matured wealth
management products and certificate of deposits for operating activities or placed it in bank
deposits, following a decline in the interest rates of wealth management products and in
response to operation needs.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the dates or for the years
indicated:
Y ear ended December 31,
2023 2024 2025
(%)
Revenue growth rate (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.3 69.0 60.0
Net loss margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24.8) (12.1) (8.4)
Adjusted net loss margin (non-HKFRS
measure) (3) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20.2) (9.6) (3.5)
Gross profit margin (4) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825.7 19.5 25.7
Debt to asset ratio (5) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.6 37.6 45.5
Notes:
(1) Revenue growth rate equals the difference between the revenue for the year indicated and the revenue
for the prior year, divided by the revenue for the prior year, and multiplied by 100%.
(2) Net loss margin equals net loss divided by revenue for the year indicated and multiplied by 100%.
(3) Adjusted net loss margin (non-HKFRS measure) equals adjusted net loss (non-HKFRS measure) divided
by revenue for the year indicated and multiplied by 100%.
(4) Gross profit margin equals to the gross profit for the year indicated divided by the revenue for the same
year, and multiplied by 100%.
(5) Debt to asset ratio equals to the total liabilities divided by the total assets as of the end of the relevant
year and multiplied by 100%.
SUMMARY
–1 2–


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GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that: (i) the Share
Subdivision is completed; (ii) the Global Offering is completed and 33,333,400 Offer Shares
are issued and sold in the Global Offering; (iii) the Over-allotment Option is not exercised; and
(iv) 333,333,400 Shares are in issue upon completion of the Global Offering:
Based on an Offer
Price of HK$24.00
per Share
Based on an Offer
Price of HK$27.00
per Share
Based on an Offer
Price of HK$30.00
per Share
Market capitalization of
our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$8,000
million
HK$9,000
million
HK$10,000
million
Unaudited pro forma
adjusted consolidated
net tangible assets per
Share
(2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$3.49 HK$3.78 HK$4.06
Notes:
(1) The calculation of the market capitalization of our Shares is based on the assumption that the Share
Subdivision is completed, and 333,333,400 Shares will be in issue and outstanding immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not exercised).
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on the
estimated net proceeds from the Global Offering. Unaudited pro forma adjusted consolidated net
tangible assets attributable to owners of the Company as at December 31, 2025 (after adjustments to
reflect the subdivision of shares on a one-for-ten basis, deduction of the underwriting fees and other
related expenses payable by our Company and without taking into account any share which may be sold
and offered upon exercise of the Over-allotment Option and then by dividing 333,333,400 H Shares to
be issued), comprise of 300,000,000 H shares to be converted from Unlisted Shares and 33,333,400
Shares to be issued assuming the Global Offering has been completed on December 31, 2025.
(3) No other adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets
to reflect any trading results or other transactions of the Group entered into subsequent to December 31,
2025.
FUTURE PLANS AND USE OF PROCEEDS
Assuming that the Over-allotment Option is not exercised, after deducting the
underwriting commissions and other estimated offering expenses payable by us in connection
with the Global Offering, and assuming an Offer Price of HK$27.00 per Share (being the
mid-point of the indicative Offer Price range of HK$24.00 to HK$30.00), we estimate that we
will receive net proceeds of approximately HK$827.1 million from the Global Offering. We
intend to use the proceeds from the Global Offering for the purposes and in the amounts set
forth below:
 Approximately 45.0% of the net proceeds, or HK$372.2 million will be used to
enhance R&D of intelligent robotic vision perception technology to achieve
algorithm architecture upgrade based on AI capabilities and optimize our intelligent
robotic vision perception products and intelligent robotics products;
 Approximately 10.0% of the net proceeds, or HK$82.7 million will be allocated to
brand building and international expansion to broaden our overseas customer base;
 Approximately 30.0% of the net proceeds, or HK$248.1 million, will be allocated to
the optimization of production capabilities and capacity expansion to support
large-scale shipments;
SUMMARY
–1 3–


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 Approximately 5.0% of the net proceeds, or HK$41.4 million, will be allocated to
exploring potential investments and acquisition opportunities to strengthen our
technological capabilities and achieve large-scale expansion. We intend to focus on
targets with established overseas sales channels and strong market synergies; and
 Approximately 10.0% of the net proceeds or HK$82.7 million, for working capital
and general corporate purposes.
DIVIDEND
No dividend was paid or declared by our Company during the Track Record Period. As
of the Latest Practicable Date, we did not have a formal dividend policy or a fixed dividend
distribution ratio. PRC laws require that dividends be paid only out of our distributable profits.
Distributable profits are our after-tax profits, less appropriations to statutory and other reserves
that we are required to make. Pursuant to our Articles of Association, our Board may declare
dividends in the future after taking into account our results of operations, financial conditions,
cash requirements and availability, and other factors as it may deem relevant at such time. Any
declaration and payment as well as the amount of dividends will be subject to our constitutional
documents, applicable PRC laws and approval by our Shareholders. As confirmed by our PRC
Legal Advisor, according to relevant PRC laws, any future net profit that any of our PRC
subsidiaries makes will have to be first applied to make up for its historically accumulated
losses, after which it will be obliged to allocate 10% of its net profit to its statutory common
reserve fund until such fund has reached more than 50% of its registered capital. We will,
therefore, only be able to declare dividends after, (i) our PRC subsidiaries’ historically
accumulated losses have been made up for, and (ii) our PRC subsidiaries have allocated
sufficient net profit to their statutory common reserve fund as described above.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and other fees
incurred in connection with the Global Offering. Listing expenses to be borne by us are
estimated to be approximately RMB63.9 million (HK$72.9 million), comprising: (i)
underwriting fees of RMB35.5 million (HK$40.5 million); and (ii) non-underwriting-related
expenses of RMB28.4 million (HK$32.4 million), which are further categorized into: (a) fees
and expenses of legal advisors and accountants of RMB17.6 million (HK$20.1 million); and
(b) other fees and expenses of RMB10.8 million (HK$12.3 million), assuming the Over-
allotment Option is not exercised and based on the Offer Price of HK$27.00 per Offer Share
(being the mid-point of the Offer Price range), approximately RMB25.7 million (HK$29.3
million) of which was charged or is expected to be charged to our consolidated statements of
profit or loss, and approximately RMB38.2 million (HK$43.6 million) of which is expected to
be deducted from equity upon the completion of the Global Offering. The listing expenses are
expected to represent approximately 8.1% of the gross proceeds of the Global Offering,
assuming an Offer Price of HK$27.00 per Offer Share (being the mid-point of the indicative
Offer Price range) and that the Over-allotment Option is not exercised. As of December 31,
2025, we had recognized listing expenses in relation to the Listing of RMB13.6 million to our
consolidated statements of profit or loss and other comprehensive income. The listing expenses
above are the latest practicable estimate for reference only, and the actual amount may differ
from this estimate.
RECENT DEVELOPMENTS
In January 2026, we launched for sale our third-generation robot lawn mower equipped
with a self-developed 360-degree LiDAR system. The N-series products of our third-
generation robot lawn mowers also feature intelligent grass and leaf collection functions in
addition to mowing, enabling integrated lawn cleaning and maintenance.
SUMMARY
–1 4–


--- page 24 ---
While our sales to the U.S. market have continued to increase, the impact of the
applicable U.S. tariffs on our operations and profitability remained limited. As of the Latest
Practicable Date, we had not experienced any order cancellations, pricing adjustments or
delivery suspensions from customers arising from the recent U.S. tariff measures. Based on the
foregoing, our Directors believe that the tariff impact on our overall business, financial
condition and results of operations was not material during the Track Record Period and is not
expected to be material in the foreseeable future. See “Risk Factors—Changes in international
trade policies, geopolitics and trade protection measures and export control may materially and
adversely affect our business, financial condition and results of operations” and
“Business—Overseas Sales.”
The recent regional conflict in the Middle East has led to significant disruptions and an
effective closure of the Strait of Hormuz to commercial shipping. Such regional conflicts have
not had any material adverse effect on our business operations or financial performance,
including but not limited to any supply chain disruptions, delivery issues or significant
fluctuations in transportation costs. We have been able to mitigate the potential impact of such
conflicts by utilizing alternative logistics arrangements, including land transportation and
alternative maritime routes, and our shipment schedule and customer deliveries have not been
materially disrupted.
The Joint Sponsors concur with the Company’s assessment with respect to the impact on
the Group of the applicable U.S. tariffs and the recent regional conflict in the Middle East.
We expect to record a net loss for 2026, primarily due to our anticipated substantial
research and development expenses and selling and marketing expenses for the year.
NO MATERIAL ADVERSE CHANGE
Our Directors confirmed that, as of the date of this prospectus, there has been no material
adverse change in our financial position since December 31, 2025, and there has been no event
since December 31, 2025 that would materially affect the information as set out in the
Accountants’ Report in Appendix I to this prospectus.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Hong Kong Stock Exchange for the granting of the listing of, and
permission to deal in, our H Shares to be converted from Unlisted Shares and issued pursuant
to the Global Offering, on the basis that we satisfy the market capitalization/revenue test under
Rule 8.05(3) of the Listing Rules with reference to (i) our revenue for the year ended December
31, 2024, which exceeds HK$500 million, and (ii) our expected market capitalization at the
time of Global Offering, which exceeds HK$4 billion.
CSRC FILING
We submitted a filing to the CSRC for application of listing of the H Shares on the Stock
Exchange and the Global Offering on December 4, 2025. The CSRC confirmed our completion
of filing on February 14, 2026.
SUMMARY
–1 5–


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In this prospectus, unless the context otherwise requires, the following terms shall
have the meanings set out below. Certain other terms are explained in “Glossary of
Technical Terms” of this prospectus.
DEFINITIONS
“Accountants’ Report” the accountants’ report for the Track Record Period
prepared by Ernst & Y oung, the text of which is set out in
Appendix I to this prospectus;
“Acting in Concert Agreement” the acting in concert agreement dated December 31, 2021
whereby Mr. Zhou and Mr. Guo agreed to act in concert
in the exercise of any Shareholder rights of our Company,
including voting in the general meeting, Directors’
appointment, delegation or nomination, and financial,
operational, and management decisions;
“ANTHBOT GER” ANTHBOT GER GmbH (ʮ̡), a
company incorporated under the laws of Germany on
November 22, 2024 and a wholly owned subsidiary of
ANTHBOT SG;
“ANTHBOT SG” ANTHBOT (SG) PTE. LTD. (௹ዚኜɛ(อ̋ս)ࠢ
ʮ̡), a company incorporated under the laws of
Singapore on July 25, 2023 and a wholly owned
subsidiary of our Company;
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on
May 16, 2025 which shall become effective as of the date
on which the H Shares are listed on the Stock Exchange,
as amended from time to time, a summary of which is set
out in “Appendix V—Summary of Articles of
Association” to this prospectus;
“associates” has the meaning ascribed to it under the Listing Rules;
“Audit Committee” the audit committee of the Board;
“Bad Weather Signal” has the meaning ascribed to it under the Listing Rules;
“Board” or “Board of Directors” the board of Directors;
“business day” a day on which banks in Hong Kong are generally open
for normal banking business to the public and which is
not a Saturday, Sunday or public holiday in Hong Kong;
“Capital Market Intermediaries”
or “capital market
intermediary(ies)”
the capital market intermediaries as named in “Directors
and Parties Involved in the Global Offering”;
DEFINITIONS AND ACRONYMS
–1 6–


--- page 26 ---
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC;
“China” or “PRC” the People’s Republic of China, but for the purpose of
this prospectus and for geographical reference only and
except where the context requires otherwise, references
in this prospectus to “China” and the “PRC” do not apply
to Hong Kong, the Macau Special Administrative Region
and Taiwan;
“CIC” China Insights Industry Consultancy Limited, a global
market research and consulting company, which is an
Independent Third Party;
“CIC Report” an independent market research report commissioned by
us and prepared by CIC for the purpose of this
prospectus;
“close associates(s)” has the meaning ascribed to it under the Listing Rules;
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time;
“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” SHENZHEN LDROBOT CO., LTD (ٰ
ʮ̡), a limited liability company established
under the laws of the PRC on November 1, 2017 and
converted into a joint stock company with limited
liability on June 16, 2022;
“Company Law” or “PRC
Company Law”
the Company Law of the PRC (ج,)
as amended, supplemented or otherwise modified from
time to time;
“Compliance Advisor” has the meaning ascribed to it under the Listing Rules;
“Concert Party Group” Mr. Zhou and Mr. Guo, who agreed to act in concert in
the exercise of any shareholder rights of our Company,
including voting in the general meeting, Directors’
appointment, delegation or nomination, and financial,
operational, and management decisions pursuant to the
Acting in Concert Agreement;
“connected person(s)” has the meaning ascribed to it under the Listing Rules;
DEFINITIONS AND ACRONYMS
–1 7–


--- page 27 ---
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules;
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules
and, unless the context requires otherwise, refers to
Mr. Zhou, Mr. Guo, Ms. Wang and Photon Space, and a
Controlling Shareholder shall mean each or any of them;
“Conversion of Unlisted Shares
into H Shares”
the conversion of 300,000,000 Unlisted Shares
(immediately following the Share Subdivision) in
aggregate held by existing Shareholders into H Shares
upon the completion of the Global Offering. Such
Conversion of Unlisted Shares into H Shares has been
filed with the CSRC on December 4, 2025 and an
application for H Shares to be listed on the Stock
Exchange has been made to the Listing Committee;
“Designated Bank” HKSCC Participant’s EIPO Designated Bank;
“Director(s)” the director(s) of our Company;
“EIT Law” the PRC Enterprise Income Tax Law ( ʕശɛ͏΍ձ਷Ά
جas enacted by the NPC on March 16, 2007
and effective on January 1, 2008, as amended,
supplemented or otherwise modified from time to time;
“Extreme Conditions” any extreme conditions caused by a super typhoon as
announced by the government of Hong Kong or any
extreme conditions or events, the occurrence of which
will cause interruption to the ordinary course of business
operations in Hong Kong or that may affect the Listing
Date;
“Fast Interface for New
Issuance” or “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;
“Funmotion” Funmotion Technology Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on July 5, 2016 and a former shareholder
of Shenzhen LDRobot, which was deregistered on
February 22, 2021;
“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;
DEFINITIONS AND ACRONYMS
–1 8–


--- page 28 ---
“Group” 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 our present
subsidiaries, the business operated by such subsidiaries
or their predecessors (as the case may be);
“Guangdong Ledong” Guangdong Ledong Electronic Technology Co., Ltd. ( ᄿ
ʮ̡), a limited liability company
established under the laws of the PRC on July 9, 2021
and a wholly owned subsidiary of our Company;
“Guide” The Guide for New Listing Applicants, as published by
the Stock Exchange on November 29, 2023 and effective
on January 1, 2024, as amended or supplemented or
otherwise modified from time to time;
“H Share(s)” Shares of our Company for which an application has been
made for listing and permission to trade on the Stock
Exchange;
“H Share Registrar” Tricor Investor Services Limited;
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting applications
online through the designated website at
www.hkeipo.hk ;
“HK eIPO White Form Service
Provider”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website at
www.hkeipo.hk ;
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited;
“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 or a
designated HKSCC Participant’s stock account through
causing HKSCC Nominees to apply on your behalf,
including by instructing your broker or custodian who is
a HKSCC Participant to give electronic application
instructions via HKSCC’s FINI system to apply for the
Hong Kong Offer Shares on your behalf;
“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary
of HKSCC;
DEFINITIONS AND ACRONYMS
–1 9–


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“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 dollar(s)” or “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong Offer Shares” the 3,333,400 new H Shares initially being offered by our
Company for subscription at the Offer Price pursuant to
the Hong Kong Public Offering, subject to reallocation as
described in “Structure of the Global Offering” of this
prospectus;
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
to 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%), subject to and in
accordance with the terms and conditions set out in this
prospectus;
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering
whose names are set out in “Underwriting—Hong Kong
Underwriters” in this prospectus;
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated April 28, 2026 relating
to the Hong Kong Public Offering entered into by our
Company, Mr. ZHOU Wei ( մਃ), Mr. GUO Gaihua ( ெႊ
ശ), the Joint Sponsors, the Sponsor-Overall Coordinators
and the Hong Kong Underwriters as further described in
“Underwriting—Underwriting Arrangements and
Expenses—Hong Kong Public Offering”;
“IEEPA” International Emergency Economic Powers Act;
“Independent Third Party(ies)” individuals or company(ies), who or which, to the best of
our Directors’ knowledge, information and belief, having
made all reasonable enquiries, is not a connected person
of our Company within the meaning of the Listing Rules;
DEFINITIONS AND ACRONYMS
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“International Offer Shares” the 30,000,000 H Shares initially being offered by the
Company for subscription under the International
Offering, together with, where relevant, any additional H
Shares which may be issued by our Company pursuant to
the exercise of the Over-allotment Option, and subject to
reallocation as described in “Structure of the Global
Offering” of this prospectus;
“International Offering” the offer of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States and in offshore transactions in accordance
with Regulation S under the U.S. Securities Act on and
subject to the terms and conditions of the International
Underwriting Agreement, as further described in
“Structure of the Global Offering” in this prospectus;
“International Underwriters” the underwriters of the International Offering listed in the
International Underwriting Agreement;
“International Sanctions Counsel” King & Wood, our legal advisors as to International
Sanctions laws in connection with the Listing;
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into
on or around May 7, 2026 by our Company, the
Controlling Shareholders, the Joint Sponsors, the
Sponsor-Overall Coordinators and the International
Underwriters in respect of the International Offering, as
further described in “Underwriting—Underwriting
Arrangements and Expenses—International Offering”;
“Joint Bookrunners” the joint bookrunners as named in “Directors and Parties
involved in the Global Offering”;
“Joint Global Coordinators” the joint global coordinators as named in “Directors and
Parties involved in the Global Offering”;
“Joint Lead Managers” the joint lead managers as named in “Directors and
Parties involved in the Global Offering”;
“Joint Sponsors” Haitong International Capital Limited and Guotai Junan
Capital Limited;
“Latest Practicable Date” April 21, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in
this prospectus prior to its publication;
“Ledong Software” Shenzhen Ledong Software Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on March 16, 2021 and a wholly owned
subsidiary of our Company;
DEFINITIONS AND ACRONYMS
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“Listing” the listing of our H Shares on the Main Board;
“Listing Committee” the listing sub-committee of the board of directors of the
Stock Exchange;
“Listing Date” the date, expected to be on or about Monday, May 11,
2026 on which dealings in our H Shares first commence
on the Main Board;
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended or
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 Growth Enterprise
Market of the Stock Exchange;
“MENGOBOT” MENGOBOT LIMITED (ʮ̡), a
company incorporated under the laws of Hong Kong with
limited liability on February 26, 2024 and a wholly
owned subsidiary of our Company;
“Mr. Guo” Mr. GUO Gaihua ( ெႊശ), co-founder, an executive
Director, the general manager of our Company and one of
our Controlling Shareholders;
“Mr. Zhou” Mr. ZHOU Wei ( մਃ), co-founder, an executive Director,
the chairman of the Board and one of our Controlling
Shareholders;
“Ms. Wang” Ms. W ANG Mingyue (˜), one of our Controlling
Shareholders. Ms. Wang is the spouse of Mr. Zhou;
“Nomination Committee” the nomination committee of the Board;
“Offer Price” the final offer price per Offer Share (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%) of not more than
HK$30.00 and expected to be not less than HK$24.00,
such price to be agreed upon by our Company and the
Sponsor-Overall Coordinators (for themselves and on
behalf of the Underwriters) on or about the Price
Determination Date;
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares together with, where relevant, the additional H
Shares which may be issued by our Company pursuant to
the exercise of the Over-allotment Option;
DEFINITIONS AND ACRONYMS
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“Overall Coordinators” China International Capital Corporation Hong Kong
Securities Limited, and SDIC Securities (Hong Kong)
Limited (Formally known as SDICS International
Securities (Hong Kong) Limited);
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the
International Underwriters) pursuant to the International
Underwriting Agreement, pursuant to which our
Company may be required to allot and issue up to an
aggregate of 5,000,000 additional H Shares, representing
up to 15% of the Offer Shares initially being offered
under the Global Offering, 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”;
“Photon Space” Shenzhen Photon Space Technology Partnership
Enterprise (Limited Partnership) (ҦΥྫ
Άุ(Υྫ)), a limited partnership established under
the laws of the PRC on August 19, 2021 and one of our
Controlling Shareholders;
“PRC government” the central government of the PRC and all governmental
subdivisions (including provincial, municipal and other
regional or local government entities) and organizations
of such government or, as the context requires, any of
them;
“PRC Legal Advisors” Zhong Lun Law Firm, our legal advisors as to PRC laws
in connection with the Global Offering;
“Pre-IPO Investment(s)” the pre-IPO investments in our Company, details of
which are set out in “History, Development and
Corporate Structure—Pre-IPO Investments” in this
prospectus;
“Pre-IPO Investor(s)” Series A Investors, Series A+ Investors, Series B
Investors, Series C Investors, Kelamayi Qicheng
Investment Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ (Υ
ྫ)), Shenzhen Jiuyu Galaxy Intelligent Internet
Investment Fund (Limited Partnership) (౽
ږ(Υྫ)), Zhongjin Pucheng
Investment Co., Ltd. (ʮ̡), Wenrun
Growth No. 1 (Zhuhai) Equity Investment Fund
Partnership Enterprise (Limited Partnership) (ڗ
ఠ໮(मऎ)ΥྫΆุ(Υྫ)), Mr.
W ANG Bing ( ˮ㪓), Shenzhen Y uanxi Intelligent
Manufacturing Enterprise (Limited Partnership) ( ଉέ๕
Ҏ౽ঐႡிΆุ(Υྫ)), and Zhuhai Hengqin
Qichuang Shared V enture Capital Partnership (Limited
Partnership) ( मऎዑೞᄁ௴΍Ԯ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)), the investors who participated in our Pre-IPO
Investments, details of which are set out in the section
headed “History, Development and Corporate
Structure—Pre-IPO Investments” in this prospectus;
DEFINITIONS AND ACRONYMS
–2 3–


--- page 33 ---
“Price Determination Agreement” the agreement to be entered into between our Company
and the Sponsor-Overall Coordinators (for themselves
and on behalf of the Underwriters) on the Price
Determination Date to record and fix the Offer Price;
“Price Determination Date” the date, expected to be on or about Thursday, May 7,
2026, on which the Offer Price will be determined and, in
any event, not later than 12:00 noon on Thursday, May 7,
2026;
“prospectus” or “Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering;
“Regulation S” Regulation S under the U.S. Securities Act;
“Renminbi” or “RMB” the lawful currency of the PRC;
“Remuneration Committee” the remuneration committee of the Board;
“Securities and Futures
Commission” or “SFC”
the Securities and Futures Commission of Hong Kong;
“Series A Investors” Hunan Huaye Tiancheng V enture Capital Partnership
Enterprise (Limited Partnership) (ശุ˂ϓ௴ุҳ༟
ΥྫΆุ(Υྫ)) and Tibet Wanqing Investment
Management Co., Ltd. (ʮ̡);
“Series A+ Investors” Hunan Huaye Tiancheng V enture Capital Partnership
Enterprise (Limited Partnership) (ശุ˂ϓ௴ุҳ༟
ΥྫΆุ(Υྫ)) and Tibet Wanqing Investment
Management Co., Ltd. (ʮ̡);
“Series B Investors” Shenzhen Pengyuansheng Enterprise Management
Partnership (Limited Partnership) (Άุ၍ଣ
ΥྫΆุ(Υྫ)), Shenzhen High Tech Investment
Fuhai V enture Capital Fund Phase I Partnership
Enterprise (Limited Partnership) ( ଉέ̹৷อҳ၅ऎ௴ุ
ɓಂΥྫΆุ(Υྫ)), Xinjiang Mingshi
Changfeng Private Equity V enture Capital Fund
Partnership Enterprise (Limited Partnership) (ࣛ׼
ΥྫΆุ(Υྫ)) and Beijing
Maker Town Equity Investment Fund (Limited
Partnership) (ږ(Υྫ));
DEFINITIONS AND ACRONYMS
–2 4–


--- page 34 ---
“Series C Investors” Hangzhou Y uanjing SME Development
Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆ
ุ(Υྫ)), Hangzhou Y uanjing Dingheng Equity
Investment Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ(ࠢ
Υྫ)), Lianjin Innovation Industry Private Equity
Investment Fund (Shenzhen) Partnership Enterprise
(Limited Partnership) (ږ
(ଉέ)ΥྫΆุ(Υྫ)), Zhuhai Hengqin Huaye
Tiancheng V enture Capital Partnership Enterprise
(Limited Partnership) ( मऎዑೞശุ˂ϓ௴ุҳ༟Υྫ
Άุ(Υྫ)), Wuhan Y uanxia Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟Υ
ྫΆุ(Υྫ)), Hainan Houpu Digital Technology
Co., Ltd. (ʮ̡) and Shenzhen
Gongchuang Zhuoxin Investment Partnership Enterprise
(Limited Partnership) (ҳ༟ΥྫΆุ(ࠢ
Υྫ));
“Share(s)” ordinary share(s) in the share capital of our Company
with a nominal value of RMB0.10 each upon the
completion of the Share Subdivision; and before the
completion of the Share Subdivision, ordinary share(s) in
the share capital of our Company with a nominal value of
RMB1.00 each;
“Shareholder(s)” holder(s) of our Share(s);
“Share Subdivision” the Share Subdivision immediately prior to the Listing,
pursuant to which each of our Share with par value of
RMB1.00 will be subdivided into ten Shares with par
value of RMB0.10 each;
“Shenzhen LDRobot” Shenzhen LDRobot Limited (ʮ̡),
the predecessor of our Company which was a limited
liability company established in the PRC on November 1,
2017 and converted into our Company in the form of a
joint stock company with limited liability on June 16,
2022;
“Shenzhen Lezhi” Shenzhen LeZhi Robot Technology Co., Ltd. ( ଉέᆀ౽
ʮ̡), a limited liability company
established under the laws of the PRC on December 30,
2024 and a wholly owned subsidiary of our Company;
“Sponsor-Overall Coordinators” Haitong International Securities Company Limited and
Guotai Junan Securities (Hong Kong) Limited;
“Stabilizing Manager” Haitong International Securities Company Limited;
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫);
DEFINITIONS AND ACRONYMS
–2 5–


--- page 35 ---
“Stock Exchange” or
“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly
owned subsidiary of Hong Kong Exchange and Clearing
Limited;
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules;
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules;
“Track Record Period” the three years ended December 31, 2025;
“Underwriters” the Hong Kong Underwriters and the International
Underwriters;
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement;
“Unlisted Share(s)” ordinary share(s) issued by the Company, with a nominal
value of RMB0.10 each upon completion of the Share
Subdivision, which were subscribed for or credited as
paid in Renminbi and held by domestic Shareholders;
“U.S.” or “United States” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction;
“U.S. persons” U.S. persons as defined in Regulation S;
“U.S. Securities Act” United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time;
“US$” or “US dollars” United States dollar(s), the lawful currency of the United
States;
“we,” “us” or “our” the Company or the Group, as the context requires;
“Zhuhai Ledong” Zhuhai Ledong Robotics Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on December 19, 2023 and a wholly
owned subsidiary of our Company.
ACRONYMS
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong;
“CAGR” compounded annual growth rate, which is calculated by
dividing the amount at the end of the period by the
amount of the beginning of that period, raising the result
to an exponent of one divided by the number of years in
the period, and subtracting one from the subsequent
result;
DEFINITIONS AND ACRONYMS
–2 6–


--- page 36 ---
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC;
“CNIPA” National Intellectual Property Administration of the PRC
(ᗆପᛆ҅);
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ);
“HKFRS” Hong Kong Financial Reporting Standards;
“HKICPA” Hong Kong Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly owned subsidiary of Hong Kong Exchanges and
Clearing Limited;
“MIIT” Ministry of Industry and Information Technology of the
PRC (ʷ௅);
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍
ɽึ);
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC;
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅);
“SFO” the Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong, as amended, supplemented or
otherwise modified from time to time;
“STA” the State Taxation Administration of the PRC ( ʕശɛ͏
೼ਕᐼ҅); and
“V A T” value-added tax.
For ease of reference, the names of Chinese laws and regulations, governmental
authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in the 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.
Certain amounts and percentage figures included in this prospectus were subjected to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be
arithmetic aggregation of the figures preceding them.
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 AND ACRONYMS
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--- page 37 ---
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 meaning or usage of these terms.
“1+N delivery model” a flexible production model that combines one in-house
manufacturing facility with multiple third-party partner
factories
“3D” three spatial dimensions of width, height and depth
“ACC” adaptive cruise control
“AGI” artificial general intelligence
“AI” artificial intelligence
“AI-VSLAM” AI based visual simultaneous localization and mapping
technology, which is an advanced version of VSLAM that
incorporates AI techniques to improve performance,
accuracy and robustness in visual mapping and
navigation tasks
“AIoT” artificial intelligence of things
“DTOF” direct time-of-flight, a distance measurement technique
that calculates the distance between a sensor and a target
by directly measuring the time it takes for a light pulse to
travel to the target and reflect back to the sensor
“ESG” environmental, social and governance
“GNSS” global navigation satellite system
“group customer” the customers who, with respect to any given year,
purchase more than 1,000 units of our products that year
“group customer net dollar
retention rate”
the ratio of revenue from retained customers in the
current year divided by revenue from group customers in
the previous year
“group customer retention rate” the ratio of the number of retained customers at the end
of the current year divided by the number of group
customers at the end of the previous year
“KOC” key opinion customer
“KOL” key opinion leader
GLOSSARY OF TECHNICAL TERMS
–2 8–


--- page 38 ---
“LDS” laser distance sensor, a device that uses laser technology
to measure the distance between itself and a target object
“LiDAR” light detection and ranging, a remote sensing technology
that measures distances by emitting laser pulses and
detecting their reflections from surfaces
“mass production” a large-scale production phase that adopts automated
intelligent manufacturing and engineering facilities to
ensure product consistency, reduce labor costs, enhance
utilization, and achieve cost-efficiency
“PCT” the Patent Cooperation Treaty, which is an international
treaty that simplifies the patent application process for
inventors seeking protection in multiple countries
“point clouds” the outputs of the scanning process, which contain a large
number of points that together represent the site scanned
“plug-and-play” system, device or process designed to work immediately
once connected or installed, without requiring complex
setup
“professional staff” our employees who are not directly involved in frontline
production roles
“PSD” position sensitive detector, a type of optical sensor that
measures the position of a light spot on its surface by
generating electrical signals proportional to the spot’s
location
“R&D” research and development
“retained customer” group customer who was a group customer in a previous
year and who remain a group customer in the current year
“RGB camera” red, green, blue camera, an imaging device designed
specifically to capture visible light
“RTK” real-time kinematic, a high-precision satellite navigation
(GNSS) positioning technique that utilizes carrier-phase
measurements from global navigation satellite systems to
achieve centimeter-level accuracy in real time
“SLAM” simultaneous localization and mapping, a technology that
enables a robot or mobile device to determine its own
position while simultaneously creating a real-time map of
an unknown environment
GLOSSARY OF TECHNICAL TERMS
–2 9–


--- page 39 ---
“SMT” surface mount technology, a method for producing
electronic circuits in which the components are mounted
directly onto the surface of printed circuit boards
“TAM” total addressable market, an estimate of the total revenue
opportunity or sales potential available for a product or
service if it were to achieve 100% market share in a
specific market or sector
“TOF” time of flight, a measurement technique that determines
the distance between a sensor and an object by
calculating the time taken for a light pulse to travel to the
object and be reflected back to the sensor
“VSLAM” visual simultaneous localization and mapping
technology, which is a specific implementation of SLAM
that uses monocular, stereo and multiple cameras as the
primary sensors. By analyzing data features in captured
images, VSLAM predicts the movement of a device and
reconstructs the structure of the environment
GLOSSARY OF TECHNICAL TERMS
–3 0–


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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
our Company 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,” “expect,” “going forward,”
“intend,” “may,” “ought to,” “plan,” “project,” “seek,” “should,” “will,” “would” and the
negative of these words and other similar expressions, as they relate to our Group 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. Y ou are strongly cautioned that reliance on any forward-looking statements
involves known and unknown risks and uncertainties. The risks and uncertainties facing our
company which could affect the accuracy of forward-looking statements include, but are not
limited to, the following:
 estimates of our costs, expenses, future revenues, capital expenditures and our needs
for additional financing;
 our ability to attract and retain senior management and key employees;
 our operations and business prospects;
 future developments, trends, conditions and competitive landscape in the industry
and markets in which we operate;
 changes to regulatory and operating conditions in the industry and markets in which
we operate;
 our strategies, plans, objectives and goals and our ability to successfully implement
them;
 our financial condition and operating results and performance;
 industry trends and competition; and
 general political and economic conditions.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this prospectus might not occur in the way we expect or at all.
Accordingly, you should not place undue reliance on any forward-looking information. All
forward-looking statements in this prospectus are qualified by reference to the cautionary
statements in this section.
In this prospectus, statements of or references to our intentions or those of our Directors
are made as of the date of this prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–3 1–


--- page 41 ---
An investment in our H Shares involves significant risks. Y ou should carefully
consider all of the information in this prospectus, including the risks and uncertainties
described below, as well as our financial statements and the related notes, and the
“Financial Information” section, before making an investment in our H Shares. The
following is a description of what we consider to be our material risks. Any of the
following risks could have a material adverse effect on our business, financial
condition and results of operations. In any such case, the market price of our H Shares
could decline, and you may lose all or part of your investment.
These factors are contingencies that may or may not occur, and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given will not be updated after the date hereof, and is subject to the
cautionary statements in “Forward-looking Statements” in this prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
We recorded net losses and had net operating cash outflows during the Track Record
Period, and may not be able to achieve or subsequently maintain profitability in the near
future.
In 2023, 2024 and 2025, we incurred net losses for the years of RMB68.5 million,
RMB56.5 million and RMB62.5 million, respectively. Furthermore, during the same periods,
we recorded net cash used in operating activities of RMB49.1 million, RMB29.1 million and
RMB136.5 million, respectively. Our net losses and net operating cash outflows were primarily
due to being in the ramp-up phase, where our efforts were concentrated on product innovation,
technological advancement and scaling up mass production. We anticipate that we will
continue to incur operating losses in the near term as we invest in research and development,
expand our overseas operations, and incur additional operating costs associated with our rapid
growth.
Our historical performance may not be indicative of our future performance. Our ability
to generate revenue and achieve profitability will depend on the performance of our existing
products and the successful implementation of our strategic initiatives. Our profitability could
also be affected by a number of factors, many of which are beyond our control, including
regulatory evolvement, changes in economic condition and competition. We operate in a highly
competitive industry. In 2024, the average selling prices for our sensor and algorithm module
products decreased by approximately 20.9% and 24.5%, respectively, compared with 2023 due
to intensified price competition. The average selling price for our sensor and algorithm module
products further decreased by 13.7% and 21.0% in 2025 compared with in 2024, respectively.
If we are unable to effectively manage our business growth and expand our business operations
in an increasingly competitive environment, we may be unable to successfully implement the
strategies necessary to further our business prospects on schedule or within our budget, or at
all. Accordingly, there can be no assurance that we can achieve future profitability. Even if we
achieve profitability in the future, there is no guarantee that we will sustain it in subsequent
periods. Our failure to achieve or maintain profitability could diminish the value of our
Company and impair our ability to raise capital, sustain research and development efforts,
expand our business, or continue operations. In addition, there can be no assurance that we will
be able to generate positive cash flows from operating activities in the future. If we have
negative cash flows from operating activities in the future, our business, results of operations
and financial condition could be materially and adversely affected. Consequently, investors
may lose their investment if our business does not succeed.
RISK FACTORS
–3 2–


--- page 42 ---
The industry in which we operate is highly competitive. If we fail to compete successfully
with our existing or potential competitors, our business, results of operations, financial
condition and prospects may be materially and adversely affected.
The intelligent robotics industry is highly competitive and fragmented, with numerous
participants and low market concentration. We primarily compete with other companies that
focus on intelligent robot visual perception technology and robot lawn mowers. According to
CIC, in terms of revenue, the top five intelligent robot visual perception technology companies
together accounted for approximately only 6.2% of the market in 2024, with similar individual
market shares among these leading players. Our future success will depend on our ability to
emerge and sustain as a leader in our targeted markets by continuing to develop and deliver
visual perception products and robot lawn mower products in a timely manner and to
effectively compete with existing and new competitors. If we do not have or in the future gain
more financial resources, more sophisticated technological capabilities, broader customer base
and more stable relationships than our competitors, we may not be able to respond more
quickly and effectively to new or changing opportunities, technologies, regulatory
requirements or user demand than our competitors.
We may also face competition from new entrants who may offer lower prices or new
technologies and products, and thus the industry in which we operate may be more competitive
in the future. Increased competition could result in lower sales, prices or profit margins or loss
of market share. Further, we may be required to make substantial additional investments in
R&D, marketing and sales, recruiting and retaining top scientists and innovative talents and
acquiring technologies complementary to, or necessary for, our current and future products in
order to respond to such competitive threats, and we cannot assure you that such measures will
be effective.
If we are unable to compete successfully, or if we need to take costly actions in response
to the actions of our competitors, our business, results of operations, financial condition and
prospects may be materially and adversely affected.
If we are unable to develop and introduce new products that adapt to changing market
demand and customer needs in a timely manner, our future business, results of operations,
financial condition and competitive position would be materially and adversely affected.
Our success depends on our ability to develop and introduce new products that
incorporate and integrate the latest technological advancements. A swift change in the
technologies that our customers prefer would significantly affect our business prospects.
Failure to adapt to the rapidly evolving technology environment could damage our
relationships with customers and lead them to seek alternative sources of supply. To remain
competitive, we must continue to enhance and improve the responsiveness, functionality and
features of our products. However, there can be no assurance that we will be able to keep up
with the technology evolution, or effectively use new technologies, recoup the costs of
developing new technologies or adapt our proprietary technologies or products in a cost-
effective and timely manner to meet customer requirements or emerging industry standards.
We may encounter significant unexpected technical and production challenges or delays
in completing the development of new and enhanced products in a cost-effective manner. As
such, we need to invest significant resources in R&D, design innovative, precise and
safety-enhancing sensing functions that differentiate our products from those of our
competitors. It is crucial for us to continually improve the reliability of our visual perception
technologies for intelligent robots, cooperate effectively on new designs and development with
our customers and suppliers, respond adeptly to technological changes and products
announcements by our competitors, and adjust to changing customer requirements, market
conditions and regulatory standards promptly and efficiently.
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If there are delays in, or if we fail to complete as expected or at all, the development of
new and enhanced products, we may not be able to satisfy our customers’ requirements, acquire
additional design wins with existing or new customers, or achieve broader market acceptance
of our products, and hence our business, results of operations, financial condition and
competitive position would be materially and adversely affected.
We have been and intend to continue investing significantly in R&D, which may not
generate the results we expect and therefore may adversely affect our business, results of
operations, financial condition and prospects.
We are focusing on our R&D efforts across our visual perception products and robot lawn
mowers. We have been investing continuously in our R&D. During the Track Record Period,
we maintained a stable level of research and development expenses, particularly in the
employee benefit expenses of our R&D team. Our investment in R&D shows our dedication to
progress and innovation. In 2023, 2024 and 2025, we recorded research and development
expenses of RMB95.9 million, RMB94.9 million and RMB121.1 million, respectively. We may
incur substantial research and development expenses in the future.
However, there can be no assurance that our efforts will deliver the benefits we anticipate.
The results of our development activities are inherently uncertain, and we may not be able to
obtain and retain qualified R&D personnel. Even if we succeed in R&D and generate the
results we expect, we may still encounter practical difficulties in commercializing our
development results. New technologies could render our technologies, technological
infrastructure or products that we are developing or plan to develop obsolete or unattractive,
thereby limiting our ability to recover related development costs, which could adversely affect
our revenue, profitability and market share. As such, our R&D efforts may not contribute to our
future results of operations and such contribution may not meet our expectations or even cover
the costs of our R&D efforts, which may materially and adversely affect our business, results
of operations, financial condition and competitive position.
Our key customer and supplier base is relatively concentrated. Our business, financial
condition, results of operations and prospects could be adversely affected if our business
relationships with these key customers and suppliers are terminated, interrupted, or
modified in any way adverse to us.
Our success depends on our ability to maintain a good and continued business
relationship with our key customers and suppliers, and our ability to sell our products to key
customers and source and procure raw materials from key suppliers on favorable terms.
Continued pricing pressures from our customers, many of whom possess significant bargaining
power, may result in lower than anticipated revenue and margins, which may materially and
adversely affect our business prospects and results of operations. If our cooperation with them
has been interrupted, discontinued or otherwise deteriorated due to many factors, including, but
not limited to, any interruptions to their operations, any failure in accommodating business
demands of each other.
For the years ended December 31, 2023, 2024 and 2025, revenue from our five largest
customers for the respective years in aggregate accounted for 65.1%, 54.3% and 49.8% of our
revenue, respectively, and our largest customer for the respective years contributed 16.5%,
15.3% and 16.0% of our revenue, respectively. See “Business—Our Customers.” Any failure
by such customers to meet their payment obligations or contractual commitments could have
a material adverse effect on our business, financial condition and results of operations.
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For the years ended December 31, 2023, 2024 and 2025, transaction amount with our five
largest suppliers for the respective years in aggregate accounted for 35.3%, 42.5% and 22.8%
of our total purchase amount, respectively, and transaction amount with our largest supplier for
the respective years contributed 9.9%, 13.6% and 5.1% of our total purchase amount,
respectively. See “Business—Our Suppliers.” Any significant delay in the delivery by such
suppliers, the inability of such suppliers to meet their quantity or quality obligations, or the
unavailability of alternative suppliers, could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We are subject to supply shortages and increased costs of direct materials, any of which
could materially and adversely affect our business, financial condition, results of
operations and prospects.
During the Track Record Period, the cost of direct materials, including electronic
components, optical components and structural components, accounted for 78.2%, 77.5% and
75.5% of our cost of sales, respectively. Any shortages or delay in the supply of our raw
materials and key components could result in occasional price adjustments or delays in our
production and delivery to customers. For example, according to CIC, the market price of
copper increased by approximately 10% in 2024, which led to an increase of RMB0.1 million
in our relevant purchase cost during the same period. We may in the future experience similar
supply shortages and price fluctuations of certain raw materials and components, and the
predictability of the availability and pricing of these raw materials and components may be
limited. In the event of a shortage, supply interruption or price increase by suppliers of these
raw materials and components, we may not be able to develop alternative sources in a timely
manner or at all. Developing alternative sources of supply for these raw materials and
components may be time-consuming, difficult and costly, and we may not be able to source
these raw materials and components on terms that are commercially acceptable to us, or at all,
which may increase our production costs or undermine our ability to fill customer orders in a
timely manner. In addition, the loss of any supplier for any reason could lead to design
changes, production delays and potential loss of access to important technologies, any of which
could result in quality issues, delays and disruptions in our delivery of products, negative
publicity and damage to our brand name.
Our development strategies may not succeed, which may materially and adversely affect
our business, financial condition, results of operations and prospects.
We have implemented business strategies including developing new technologies and
expanding our operations. We have been and will continue introducing new products and
improving existing ones to meet market demand and customer needs.
However, there can be no assurance that our strategies are accurate or correct in terms of
aligning with the market development, including technological advancements, industry trends
and end-user preferences. If any of our business strategies are proven to deviate from such
market development, it could have a negative impact on our business, financial condition and
results of operations. In addition, we may fail to obtain the necessary resources to fund our
future plans or employ suitable personnel to manage our expanded business. If we are unable
to develop and introduce new products and improve existing products in a cost-effective and
timely manner, our business, financial condition, results of operations and competitive position
would be materially and adversely affected.
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Unsatisfactory performance of or defects in our products, or failure to maintain an
effective quality management system, may harm our reputation, lead to returns or recalls
and materially and adversely affect our business, financial condition, results of operations
and prospects.
We may offer products that are affected by substandard quality or unsatisfactory
performance due to design and manufacturing defects. We may also be exposed to potential
product liabilities. See “Business—Sales and Marketing—After-Sales and Warranty.” The
consequences of such product defects may be severe and we may be subject to claims for
contract breaches or be liable for property damage or even bodily injuries and harms. Further,
the causes of product defects may be manifold and sometimes beyond our control. Besides
errors in the design, R&D and production of our products, defects may also be caused by
defective raw materials and components delivered by our suppliers and integrated in our
products. As we do not have direct control over the quality of the materials and intermediate
products manufactured or supplied by third parties, we are exposed to risks relating to the
quality of such materials and intermediate products. Furthermore, there is no assurance that we
will be able to identify all quality issues, particularly those stemming from defective materials
or components delivered by our suppliers, which could materially and adversely affect our
reputation and operation, potentially making it more difficult to market and sell our products.
During the Track Record Period, we had technical discussion with downstream manufacturing
customers and accepted return or replacement requests accounting for approximately 0.1% of
our total sales volume. There is no assurance that we will not experience any material product
liability losses or large-scale recalls in the future. Any significant upward trend in the number
of product defects or related claims could have a material and adverse effect on our business
and financial results.
In addition, we may manufacture particular products pursuant to specifications and
quality requirements set by our customers. If our products do not meet the specifications and
quality requirements stipulated by our customers, relevant production may be discontinued
until the cause of the product defect has been identified and remedied, and we may also be
subject to litigation, lose customers, suffer negative publicity and our business, results of
operations and financial condition could be adversely affected. During the Track Record
Period, we also strategically engaged several third-party contract manufacturers for production
of our products. See “—Risks Relating to Our Business and Industry—We are subject to risks
relating to the engagement of third-party contract manufacturers for the production of our
products.”
Therefore, our failure to maintain consistent quality control throughout our production
process may result in substandard quality or unsatisfactory performance of our products, which
may cause significant damage to our market reputation and lead to a decrease in our sales
volume. If we deliver any defective products, or if there is a perception that our products are
of substandard quality or unsatisfactory performance, our market reputation and sales volumes
may be adversely affected.
In addition, as our robotics manufacturer customers may incorporate our products to their
complete robot products, and after their assembly process, sell such complete robot products
to end consumers, we may be also exposed to potential product liability claims from end
consumers, in case that any damage results from the use of our products even though we do
not directly sell to such end consumers. There can be no assurance that we will not experience
any material product liability losses in the future, or that we will be able to defend such claims
at a contained level of cost.
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If additional capital for our business growth is not available, we may experience liquidity
constraints and our business, results of operations and financial condition may be
materially and adversely affected.
Our ability to sustain growth and remain competitive requires significant investment in
various aspects of our business, including technology development, market expansion and
talent acquisition. During the Track Record Period, we primarily funded our cash requirements
from cash from operations, bank borrowings and proceeds we received from Pre-IPO
Investments. However, we may face pressure on our capital position if our future capital
requirements exceed our available funds. A shortage of funds may impede our ability to
maintain adequate investment in R&D, hinder the adoption of new technologies and delay the
development of new products. Furthermore, inadequate financing may limit our marketing and
business expansion efforts, hamper our ability to fulfill our obligations and negatively impact
our business prospects, operations and performance. Additionally, a strained financial position
may hinder our ability to attract and retain top talents, thereby undermining our
competitiveness and hindering our ability to execute our growth strategy.
Furthermore, our financing capacity may be limited by factors beyond our control, such
as macroeconomic policies, economic conditions, interest rate environment and market
sentiments. If our financing capacity becomes restricted, we may experience liquidity
constraints that could adversely affect our ability to operate and grow our business. As a result,
we may require additional capital resources to fund our future growth and development, but we
may not be able to obtain financing on commercially favorable terms, or at all. Any failure to
secure financing on acceptable terms could negatively impact our business, results of
operations, financial condition and prospects. We may also be required to accept unfavorable
financing terms, which could dilute our Shareholders’ ownership interests, increase our
financing costs, or restrict our financial flexibility. Such financing terms may also contain
covenants that could limit our operations, including our ability to incur additional debt or make
certain investments, which may adversely impact our business or the implementation of our
strategies.
If we fail to manage our inventory effectively, our results of operations, financial
condition and liquidity may be materially and adversely affected.
Our inventories primarily comprise (i) raw materials, (ii) work in progress, (iii) finished
goods and (iv) goods in transit. As of December 31, 2023, 2024 and 2025, we had inventories
of RMB31.7 million, RMB44.9 million and RMB97.4 million, respectively. We emphasize the
prediction of market demand and production plans to ensure adequate inventory to meet our
customer demand while optimizing relevant costs. However, our ability to forecast market
demand for our products could be affected by many factors beyond our control. Unpredicted
fluctuations in the customer demand for or manufacturing plans of our products may affect our
ability to keep sufficient inventories to deliver products in a cost-effective and timely manner.
Additionally, our mismanagement of inventory could result in inventory levels in excess
of customer demand, inventory write-downs and the sale of excess inventory at discounted
prices. Our inventory turnover days were 66 days, 37 days and 47 days in 2023, 2024 and 2025,
respectively. As our business expands, our inventory obsolescence risk may also increase with
the increase in our inventories and our inventory turnover days, which may adversely affect our
business, financial condition and results of operations.
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Given that our customers are generally entitled to change or cancel orders, our business
is exposed to risks relating to demand volatility and inventory management. If customers
cancel or reduce orders after we have procured raw materials or started production, we may
incur additional costs associated with obsolete or idle components, increased procurement
costs and other adjustments that are not fully recoverable from customers. Frequent order
changes or cancellations may also affect our production planning and capacity utilization,
which could in turn adversely impact our operating efficiency, revenue visibility and
profitability.
We are in the process of prudently expanding our international operations, which exposes
us to significant regulatory, economic and political risks, the failure to handle which may
adversely affect our business, results of operations and financial condition.
We are in the process of prudently expanding our operations and customer base
worldwide. We may adapt to and develop strategies to address international markets but there
is no guarantee that such efforts will have the desired effect. As a result, we may be required
to devote significant management attention and financial resources worldwide. In connection
with such expansion, we may face difficulties including increased competition, uncertain
enforcement of our intellectual property rights, unfamiliar market conditions, credit and
collectability risk on our trade receivables, and the complexity of compliance with Chinese and
foreign laws and regulations, potential adverse movement of currency exchange rates, tariffs
and trade barriers, a variety of regulatory or contractual limitations on our ability to operate,
political risks and a geographically and culturally diverse workforce and customer base.
Failure to overcome any of these difficulties could harm our business. In some cases,
compliance with the laws and regulations of one country could violate the laws and regulations
of another country. We cannot assure you that we are able to fully comply with the legal
requirements of each foreign jurisdiction and successfully adapt our business models to local
market conditions.
The sales results of our visual perception products will partially depend on effective
deployment and operation by third parties on, and overall user experience of, the end
products.
The sales results of our visual perception products will partially depend on our robotics
manufacturer customers effectively deploying and operating our products on their complete
robot products. For example, our sensors require seamless integration with the software
systems of robot manufacturers to enable real-time processing and analysis of environmental
data. By working closely with the robot’s software development team, we aim to develop data
processing algorithms compatible with the robot’s control systems, ensuring accurate
environment recognition within the constraints of hardware resources. However, there can be
no assurance that our products will always achieve the required level of interoperability in
future complete robot models. In addition, the sales results of a complete robot product depend
on the overall user experience of, among other things, human machine interface, functionality,
design and operability, and operability, which are all beyond our control. The complete robot
products integrated with our products may experience poor sales due to suboptimal user
experiences, which could materially and adversely affect the sales results of our visual
perception products.
Negative publicity and allegations involving us, our Shareholders, Directors, officers and
employees and business partners may affect our reputation and, as a result, our business,
financial condition, results of operations and prospects may be negatively affected.
Negative publicity and allegations involving us, our Shareholders, Directors, officers and
employees and business partners, or the intelligent robot market as a whole, may materially and
adversely harm our brand image and reputation, and cause deterioration in the level of market
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recognition of, and trust in, the products provided by us, thereby resulting in reduced sales
volumes and revenue, potential loss of business partners as well as the loss of highly qualified
personnel with specialized skills. In addition, such negative publicity may come from
malicious harassment or unfair competition acts by third parties, which are beyond our control.
Such negative publicity may also result in the diversion of management’s attention, and
governmental investigations or other forms of scrutiny, which may have a material and adverse
effect on our business, financial condition, results of operations and prospects.
We may not be able to obtain and protect our intellectual property rights, and our ability
to compete could be harmed if our intellectual property rights are infringed by third
parties.
There can be no assurance that we can prevent third parties from infringing upon our
intellectual property rights. Unauthorized use of our intellectual properties, unfair competition,
defamation or other violations of our rights by our employees and/or third parties may harm
our brand and reputation, and the expenses incurred in protecting our intellectual property
rights may materially and adversely affect our business. We may, from time to time, be required
to institute litigation, arbitration or other proceedings to enforce our intellectual property
rights, which may be time-consuming and expensive to resolve and could divert our
management’s attention regardless of the outcome, and adversely affect our business, financial
condition and results of operations.
We are in the process of applying patents in China and overseas. This process is
inherently expensive and time-consuming, and our applications may not be granted. It can be
challenging to register, maintain and enforce intellectual property rights in the jurisdictions
where we operate. Preventing any unauthorized use of our intellectual properties is difficult
and costly and the steps we take may be inadequate to prevent the misappropriation of our
intellectual properties. In addition, our trade secrets may be leaked or otherwise become
available to, or be independently discovered by, our competitors. Any failure in protecting or
enforcing our intellectual property rights may have a material and adverse effect on our
business, financial condition, results of operations and prospects.
If third parties claim that we infringe their intellectual property rights, we may incur
liabilities and penalties and may have to redesign and suspend the sales of products
involved.
Some of our competitors have large intellectual property portfolios, and may claim that
our expected commercial use of our solutions has infringed their intellectual properties. We
may, from time to time, be subject to legal proceedings and claims relating to the intellectual
property rights of third parties. In addition, there may be third-party trademarks, patents,
copyrights, know-how or other intellectual property rights that are infringed upon by our
products, services or other aspects of our business without our knowledge. Holders of such
intellectual property rights may seek to enforce such intellectual property rights against us in
the PRC or other jurisdictions. If any third-party infringement claims are brought against us,
we may be forced to divert our management’s attention and other resources from our business
and operations to defend these claims, regardless of their merits.
Our competitors may use intellectual property litigation to gain a competitive advantage.
We may hire employees who have previously worked for our competitors. We cannot guarantee
that such employees will not use their previous employers’ proprietary know-how or trade
secrets in their work for us, which could result in litigation against us. Our competitors may
also have filed for patent protection which is not as yet a matter of public knowledge or claim
trademark rights that have not been revealed through our searches of relevant public records.
Our efforts to identify and avoid infringing on third parties’ intellectual property rights may not
always be successful.
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Additionally, the application and interpretation of the laws in the PRC and other
jurisdictions relating to intellectual properties, and the procedures and the standards for
granting trademarks, patents, copyrights, know-how or other intellectual property rights in the
PRC and other jurisdictions may keep evolving in the future, and there can be no assurance that
the courts or regulatory authorities in the PRC and other jurisdictions would agree with our
analysis. If we were found to have violated the intellectual property rights of any third party,
we may be subject to liability for our infringing activities or may be prohibited from using such
intellectual properties, and we may incur licensing fees or be forced to develop alternatives of
our own. In such events, our business, financial condition, results of operations and prospects
may be materially and adversely affected.
Confidentiality agreements and non-compete covenants with employees may not
adequately protect our proprietary rights.
We have devoted substantial resources to the development of our technology and
know-how. However, there can be no assurance that these agreements will not be breached, that
we will have adequate remedies for any breach in time or at all, or that our proprietary
technology, know-how or other intellectual properties will not otherwise become known to
third parties. Costly and time-consuming litigation could be necessary to enforce and determine
the scope of our proprietary rights, and failure to obtain or maintain protection for our
proprietary rights could adversely affect our business, financial condition, results of operations
and competitive position.
We are subject to risks relating to the engagement of third-party contract manufacturers
for the production of our products.
During the Track Record Period, we strategically engaged several third-party contract
manufacturers for the production of our products. See “Business—Production.”
If we are unable to maintain our contractual relationships with such third parties, or if we
are unable to continue using or obtaining these services on commercially reasonable terms, we
may not be able to secure alternatives in a timely manner or at all, which may, in turn,
materially and adversely affect our business, results of operations, financial condition and
competitive position.
In addition, while the quality of the services provided by the foregoing third parties
depends to same extent on the effectiveness of our quality control, there can be no assurance
that our quality control procedures will be effective in consistently preventing deviations by
third parties from our quality standards. The failure of our third-party contract manufacturers
to follow the production or service schedule, or comply with production standards can affect
our ability to fulfill our obligations to customers and may expose us to potential liabilities.
Seeking indemnities from these third-party contract manufacturers can be costly and
time-consuming, and any indemnities obtained may not fully cover our losses.
The expansion of our in-house manufacturing capabilities may be subject to delays,
disruptions, cost overruns, or may not produce expected benefits.
We plan to integrate and further enhance our manufacturing capabilities to expand our
business scale. See “Business—Our Strategies—Continue to Optimize and Expand Production
to Support Large-scale Shipments” for details. Pursuant to our production expansion plan, we
expect to promote the upgrade of both production processes and equipment. However, the
expansion could experience delays or other difficulties, and will require significant capital.
Any failure to complete the expansion on schedule and within budget could adversely affect
our financial condition, production capacity, and results of operations.
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Our success relies on key management and other highly qualified personnel with
specialized skills.
Our future success largely depends on the continued service of our management and
highly qualified personnel with specialized skills. Our ability to compete effectively depends
to some extent on our ability to retain and motivate existing employees and attract new talents.
We may need to offer higher compensation and other benefits to attract and retain key
personnel and our compensation and benefits payments may increase unexpectedly or at a
greater rate than expected. If we lose the services of any member of our management or
qualified personnel, we may not be able to locate suitable or qualified replacements in a timely
manner and/or at reasonable cost, or at all. Our failure to attract and retain key management
or qualified personnel and any increase in staffing costs to retain such personnel could have a
negative impact on our ability to maintain our competitive position and grow our business, and
may have a material adverse effect on our business, financial condition, results of operations
and prospects.
Our key employees are subject to confidentiality terms and non-compete arrangements.
However, there can be no assurance that such terms or arrangements can be fully enforced. If
any of our management or other key personnel joins or establishes a competing business, we
may lose some of our customers, which may have a material adverse effect on our business,
results of operations, financial condition and prospects.
We are subject to the developing regulatory requirements regarding the end markets of
our products.
Government regulations have imposed stringent requirements on robotics safety in
general and in the context of AI and intelligent robots. In addition to product quality and
infringement liability laws and regulations applicable to electronic products, intelligent
robot-related products must also comply with cybersecurity, personal privacy protection and AI
safety regulations. See “Regulatory Overview ” for details. Government authorities in the PRC
may continue to issue new laws, rules and regulations governing the industry in which we
operate in the PRC. For example, in September 2024, the National Technical Committee on
Cybersecurity of SAC (ึ) issued the AI Safety Governance
Framework (), which impose compliance requirements for
enterprises developing and applying AI technology. While we believe that the enhancement of
safety and privacy standards could present a market opportunity for our products, developing
regulatory requirements could also be challenging to satisfy and may adversely affect our
products portfolio and business operations. Government safety and privacy regulations are
subject to changes driven by a number of factors that are beyond our control, including new
technologies, adverse publicity regarding recalls and safety risks associated with intelligent
robots, incidents involving intelligent robots, domestic and foreign political situations, and
litigation relating to robotics safety and data privacy. New legislation or changes in the
regulatory requirements, as well as changes or evolution in court interpretation of those
regulations, with respect to the intelligent robotics industry could adversely affect our
business, and requires continuous monitoring of laws and regulations and an ongoing
compliance process to ensure that we are in compliance with existing laws and regulations in
each market where we operate. Our compliance cost could be substantial given the developing
nature and complexity of the relevant laws and regulations.
Failure to comply with PRC property-related laws and regulations regarding certain of
our leased properties and failure to renew our leased properties may adversely affect our
business.
We currently lease several premises in China. Under the PRC laws and regulations, lease
agreements in general are required to be registered with the local housing administrative
authorities. As of the Latest Practicable Date, we were unable to file the lease agreements for
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registration with respect to 20 of our leased premises in China primarily used as factories and
offices. As advised by our PRC Legal Advisors, failing to complete the registration of lease
agreements within the stipulated period may result in fines ranging from RMB1,000 to
RMB10,000 for each unregistered lease, with a potential maximum penalty of RMB200,000.
As of the Latest Practicable Date, we had not been required by the relevant local housing
administrative authorities to complete these registrations, nor had we been penalized or fined
by the authorities. Given that the aggregate amount of potential fines being limited and the
expected grace period that relevant authorities may allow before imposing such penalties, our
Directors believe that these incidents would not have any material adverse effect on our
business, financial position, or results of operations. However, we cannot guarantee that we
will not receive complaints, investigations, proceedings, fines or other penalties regarding the
non-registration of lease agreements. If they do occur, our financial condition and results of
operations may be adversely affected. In addition, as of the Latest Practicable Date, the lessors
of 12 of the leased premises, which are mainly used as factories and offices, had not provided
copies of the property title certificates to us. Our leases may be affected, and we may be
required to vacate the relevant properties and relocate our factories and offices. In this event,
our operation on such properties may be impaired and we may not be adequately indemnified
by the lessors for our related losses. Also, we will incur additional costs in relocating our
factories or offices to other suitable sites, thus affecting our business operations, financial
condition and results of operations.
Furthermore, we may not be able to successfully extend or renew our leases upon their
expiration at commercially reasonable terms, or at all. Consequently, we may have to relocate
our operations, which could disrupt our business activities and lead to relocation costs,
negatively impacting our business, financial condition and results of operations. Furthermore,
if a lease agreement is renewed at a rent substantially higher than the current rate, or currently
existing favorable terms granted by the lessor are not extended, our business and prospects may
be adversely affected. In addition, as our business continues to expand, we may encounter
difficulties in finding suitable alternative locations for our facilities. Any failure in relocating
our operations could have a detrimental effect on our business, financial condition and
prospects.
If we fail to maintain or update the requisite licenses, approvals and filings, or to continue
complying with relevant laws and regulations as they may change, our business results of
operation and financial condition may be materially and adversely affected.
The intelligent robotics industry in which we operate is highly regulated. In accordance
with the PRC laws and regulations, we are required to maintain certain approvals, licenses and
permits in order to operate our businesses in the PRC. As advised by our PRC Legal Advisors,
we had obtained the requisite licenses, permits, approvals and certificates from applicable
authorities which are material to our operations, and such licenses, permits, approvals and
certificates are valid and effective as of the Latest Practicable Date.
Nevertheless, changes to relevant laws, regulations or interpretation by authorities, or
changes in our business operations, may require us to obtain or update additional licenses,
approvals or filings, or to take further compliance actions. We cannot assure you that we will
be able to obtain, update or renew all required approvals, licenses and permits for our existing
or future business operations on a timely basis, or at all. If we fail to do so or otherwise fail
to comply with relevant laws and regulations, we may be subject to penalties such as the
imposition of fines and discontinuation or restriction of our operations. Any such penalties may
disrupt our business operations and materially and adversely affect our business, results of
operations and financial condition.
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Any failure to offer high-quality maintenance and support services for our customers may
harm our relationships with them and, consequently, our business.
As we continue to grow our customer base, we need to be able to continue to provide
efficient customer support that meets our customer demand at scale. We may not be able to
recruit or retain sufficient qualified support personnel with experiences in supporting
customers of our products. As a result, we may be unable to quickly respond to accommodate
short-term increases in customer demand for technical support or maintenance assistance. We
also may be unable to modify the future scope of our maintenance services and technical
support to compete with changes in the technical services provided by our competitors. Any
failure to maintain high-quality maintenance and support services would harm our business. If
we experience increased customer demand for support and maintenance, we may face increased
costs that might harm our results of operations. If we are unable to provide efficient customer
maintenance and support, our business may be harmed. Our ability to attract new customers is
highly dependent on our business reputation and positive recommendations from our existing
customers. Any failure to maintain high-quality maintenance and support services, or any
market perception that we do not maintain high-quality maintenance and support services for
our customers, would harm our business.
Any significant cost overruns may materially and adversely affect our business, financial
condition and results of operations and prospects.
Cost overruns may stem from unexpected increases in the cost of materials or labor, or
technological development challenges that were not anticipated, and can lead to a significant
strain on our financial condition. As a result, our financial condition can be adversely affected
as we may have to allocate more capital to cover these overruns, potentially leading to the
increased debt. This can also affect our creditworthiness and our ability to secure future
financing on favorable terms. There is no assurance that our actual costs incurred will not
exceed the estimated costs, due to under-estimation of costs, excessive wastage, inefficiency,
damage or unforeseen additional costs incurred during the course of our business. Any
under-estimation of costs, delay or other circumstances resulting in cost overruns may
adversely affect our profitability, business operation and financial performance.
Any failure to comply with data privacy and security laws may adversely and materially
impact our business, financial condition and results of operations.
We are subject to various laws and regulations concerning data security and privacy.
Recently, the governments worldwide have placed increasing emphasis on privacy and data
protection regulations. The PRC government, in particular, has implemented a series of laws,
regulations and policies to safeguard personal data. We must comply with applicable laws and
regulations throughout the entire life cycle of personal information, including its collection,
storage, use, processing, transmission, provision, disclosure and deletion. Failure to comply
with the increasingly stringent data and personal information protection laws in the PRC, as
well as evolving data security and privacy regulations in other jurisdictions where we operate
or plan to operate, could result in significant legal and regulatory penalties, reputational
damage, and adverse effects on our business, financial condition, and results of operations.
As data privacy laws and industry standards continue to evolve globally, we will need to
implement and maintain robust internal controls, compliance mechanisms, and risk
management policies. Ensuring compliance with these requirements may require substantial
resources, personnel, and capital investment. The unauthorized access, loss or misuse of data
and personal information, whether by our company or our partners, could lead to significant
consequences, including increased cybersecurity expenditures, regulatory investigations,
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enforcement actions, fines, litigation, indemnification obligations, remediation costs, and
operational disruptions. In addition, defending against potential legal claims arising from such
incidents may result in further financial and reputational exposure. Even unsubstantiated
concerns raised by customers, employees, or third parties regarding our handling of data and
personal information could harm our reputation and undermine trust in our brand, which may,
in turn, negatively impact our business prospects and market perception.
Our employees and business partners may engage in intentional or negligent misconduct,
or violate our internal policies and laws, which could impair the quality of our products
and service, cause us to lose customers or subject us to liabilities.
We risk compromising the quality of our products if our employees and business partners,
such as suppliers of raw materials and components and contract manufacturers, do not perform
in accordance with our standards. We have internal policies and guidelines to monitor and
ensure the products delivered to our customers are of satisfactory standard. In addition, we
have adopted and strictly implemented a series of procedures designed to verify the integrity
and qualifications of our employees before they are engaged, and of partners prior to any
cooperation. However, there can be no assurance that such verification procedures will always
be effective.
Nevertheless, we cannot guarantee that our employees and business partners will not
engage in any intentional or negligent misconduct. Furthermore, we may be exposed to the
risks of fraud or other unlawful activities committed by our employees and business partners.
Fraud or other unlawful activities by our employees and business partners may include making
unauthorized misrepresentation to our customers, misappropriating third-party intellectual
property and other proprietary rights, misusing sensitive customer information and engaging in
bribery or other unlawful payments. In any such event, we could incur liability to our
customers or any other third parties.
Any claims could subject us to costly litigation and affect our financial condition, and
may distract the attention of our management regardless of whether the claims have merit. Any
claims could result in complaints from our customers or other third parties, regulatory or legal
liabilities or damages to our reputation.
We might experience work stoppage, labor shortage and other labor related matters,
which may disrupt our normal operation and adversely affect our reputation and results
of operations.
Our success depends on our ability to hire, train, retain and motive our employees. We
have implemented a range of policies and measures to protect the welfare and working
conditions of our employees, including providing competitive remuneration packages,
including salary and allowances, performance-based bonuses and long-term incentive
programs, including but not limited to an employee stock ownership plan for managers,
high-potential talent and key technical professionals. See “Business—Employees.” However,
we cannot guarantee we will not face any labor-related issues, including labor disputes, strikes
or the inability to attract and retain qualified workers, which may lead to work stoppages or
labor shortages and significantly impact our ability to meet customer demands and fulfill
orders within the expected time frames. For example, as our production facilities are located
in China, we are subject to seasonal labor shortages in the manufacturing sector around
Chinese New Y ear. During Track Record Period, we have observed a temporary reduction in
our direct labor force during this period. In the event of severe labor shortages, production
schedules and delivery timetables could be delayed, potentially affecting our ability to fulfill
contracts and maintain customer satisfaction. Furthermore, such labor-related matters could
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incur addition costs associated with resolving labor disputes, hiring temporary workers or
implementing contingent plans to mitigate the impact of labor shortages. These additional
expenses, coupled with potential revenue losses from delayed deliveries, may negatively affect
our business, financial condition and prospects.
Failure to make adequate contributions to social insurance contributions and housing
provident fund as required by PRC regulations may subject us to penalties.
Pursuant to relevant PRC laws and regulations, employers are obligated to directly and
duly contribute to the social insurance and housing provident fund for their employees. During
the Track Record Period, we did not make social insurance and housing provident fund
contributions for our employees in full. In 2023, 2024 and 2025, such shortfalls amounted to
RMB16.6 million, RMB14.8 million and RMB20.2 million, respectively. As advised by our
PRC Legal Advisors, pursuant to applicable PRC laws and regulations, if an employer fails to
make social insurance contributions in full, the relevant authorities could order the employer
to pay, within a prescribed time limit, the outstanding amount with an additional late payment
penalty at the daily rate of 0.05%, and if the employer fails to make the overdue contributions
within such time limit, a fine equal to one to three times the outstanding amount may be
imposed. Additionally, pursuant to applicable PRC laws and regulations, if the employer fails
to register and establish an account for housing provident fund contributions, the authority
could order the 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 being imposed. Where an employer is overdue in the payment and deposit of, or
underpays, the housing provident fund, the authority could order it to make the payment and
deposit within a prescribed time limit, and where the payment and deposit has not been made
after the expiration of the time limit, an application may be made to a court in China for
compulsory enforcement.
As advised by our PRC Legal Advisors, on the grounds that (i) during the Track Record
Period and up to the Latest Practicable Date, no material administrative action, fine or penalty
had been imposed by the relevant regulatory authorities with respect to the above incidents,
contributions, nor had we received any order or been informed to settle the under contributions;
and (ii) the Urgent Notice of the General Office of the Ministry of Human Resources and Social
Security on Implementing the Spirit of the Executive Meeting of the State Council in
Stabilizing the Collection of Social Security Contributions (ღ௅፬ʮᝂᗫ
ٝstrictly prohibits
local authorities to conduct self-collection of historical unpaid social insurance contributions
from companies, and as long as we make full payment within the stipulated deadline, if
required by relevant authorities in the future, the likelihood that the relevant competent
authorities would collectively seek to recover the historically unpaid social insurance from us
and/or impose administrative penalties on us due to our failure to make full payment of the
social insurance is remote, and the likelihood that the competent authorities would seek to
recover the historically unpaid housing provident funds and/or impose any administrative
penalties on us due to our failure to make full payment of the housing provident funds is
remote. Nevertheless, we cannot assure you that we will not receive any complaint or demand
for social insurance or housing provident fund contribution from our employees, or that the
relevant PRC authorities will not require us to make additional social insurance and housing
provident fund contributions. If such circumstances occur, our financial condition and results
of operations may be adversely affected.
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We are subject to risks related to payment and defaults of customers which could
adversely affect our liquidity and financial condition.
We are exposed to credit risk related to delay in payment and defaults of our various
customers. As of December 31, 2023, 2024 and 2025, our trade and bills receivables amounted
to RMB115.5 million, RMB160.3 million and RMB154.3 million, respectively. As of the same
dates, we recorded the provision for impairment of trade receivables of RMB4.4 million,
RMB8.3 million and RMB10.1 million, respectively. Our trade and bills receivables turnover
days in 2023, 2024 and 2025 were 127 days, 113 days and 81 days, respectively. See “Financial
Information—Discussion of Certain Key Items from Consolidated Statements of Financial
Position—Trade and Bills Receivables.” We may not be able to collect all of our trade and bills
receivables due to factors beyond our control, such as adverse operating conditions or financial
conditions of our customers, and customers’ inability to pay due to delays in payment from
their own end users. If our customers delay or default on their payments to us, we may need
to make impairment provisions and write off the relevant receivables. This would have a
negative impact on our liquidity and financial condition.
We are exposed to risks associated with the fair value change in financial assets at fair
value through profit or loss and valuation uncertainty regarding the use of observable
inputs.
We had net fair value gains on financial assets at fair value through profit or loss
(“FVTPL”), which were primarily in relation to our investments in the wealth management
products, of RMB0.1 million, RMB73,000 and RMB12,000 in 2023, 2024 and 2025,
respectively. As of December 31, 2023, 2024 and 2025, we had financial assets at FVTPL of
RMB106.1 million, RMB10.1 million and RMB20.0 million, respectively. See “Financial
Information—Description of Key Components of Our Results of Operations—Other Income
and Gains” and “Financial Information—Discussion of Certain Key Items from Consolidated
Statements of Financial Position—Financial Assets at FVTPL.”
Our fair value of our financial assets at FVTPL is estimated by using valuation techniques
and on the basis of observable inputs. The use of observable inputs renders valuation uncertain,
as changes of observable inputs such as expected rate of return may change the fair value of
the financial asset. The fluctuation of our financial assets at FVTPL may continue to affect our
results of operations in the future. We cannot assure you that market conditions and regulatory
environment will create fair value gains on the financial asset or we will not incur any fair
value losses on our financial asset at FVTPL in the future. If we incur such fair value losses,
our results of operations, financial condition and prospects may be adversely affected. For fair
value measurement of financial instruments, see Note 35 to the Accountants’ Report in
Appendix I to this prospectus.
Any reduction or discontinuation of preferential tax treatment or government grants may
adversely affect our financial condition and results of operations.
We enjoyed preferential tax treatment and government grants during the Track Record
Period. The PRC EIT Law and its implementation rules have adopted a statutory enterprise
income tax rate of 25%. However, the income tax of an enterprise that has been determined to
be a national High and New Technology Enterprise (“HNTE”) can be reduced to a preferential
rate of 15%. We were recognized as a national HNTE, and hence is entitled to a preferential
income tax rate of 15% during the Track Record Period. See “Financial Information—
Description of Key Components of Our Results of Operations—Income Tax Expense.” If we
cease to be entitled to preferential tax treatment or if the relevant PRC laws and regulations
change, our income tax expenses may increase, which would adversely affect our financial
condition and results of operations.
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We receive government grants from time to time. In 2023, 2024 and 2025, the government
grants we recognized as other income were RMB8.0 million, RMB10.3 million and RMB14.4
million, respectively. See “Financial Information—Description of Key Components of Our
Results of Operations—Other Income and Gains.” There can be no assurance that we will
continue to receive and benefit from government grants in the future.
We have granted, and may continue to grant, certain awards under our employee
incentive plans, which may result in increased equity-settled share-based payment
expenses and cause shareholding dilution to our existing Shareholders.
To attract and retain talents and to provide incentives to our employees for our long-term
development, we adopted three Employee Incentive Schemes, namely the 2020 Employee
Incentive Scheme, the 2021 Employee Incentive Scheme and the 2025 Employee Incentive
Scheme. See “Appendix VI—Statutory and General Information—D. Employee Incentive
Scheme.” We recorded equity-settled share-based payment expenses of RMB12.7 million,
RMB11.8 million and RMB22.8 million in 2023, 2024 and 2025, respectively. We believe such
share-based awards are important to our ability to attract, retain and motivate our key
individuals, and we may continue to grant share-based awards in the future. As a result, our
share-based compensation expenses may increase, which may adversely affect our results of
operations and financial condition. In addition, issuance of additional H Shares with respect to
such share-based payments may dilute the shareholding of our Shareholders and could result
in a decline in the value of our H Shares.
Our operations are subject to seasonal fluctuations.
Our revenue, cash flow and results of operations are affected by seasonal fluctuations in
demand for our products, which are primarily driven by the seasonal nature of e-commerce
platform discount seasons that influence our customer demands. For example, during major
shopping events and holiday promotions, which typically concentrate at the end of the year,
there is increased consumer interest in our customers’ complete robot products, which impacts
our delivery of these products in the second and third quarter of each year. As a result, our
delivery of relevant products typically increases in the latter half of the year. As the revenue
contribution from our robot lawn mower business increases, our overall financial performance
becomes more exposed to its seasonality. For this business line, we typically record higher
revenue in the summer, when the demand for lawn mowing is at its peak. See
“Business—Seasonality” and “Financial Information—Key Factors Affecting Our Results of
Operations—Seasonality.” As we believe that this pattern is likely to continue in the
foreseeable future, quarterly comparisons of our operating results may not be useful, and our
results of operations in any particular period will not necessarily be indicative of future
performance. If our growth rate declines or seasonal spending becomes more pronounced,
seasonality could have a material impact on our revenue, cash flow, and operating results from
period to period. We anticipate to continue to experience seasonal fluctuations in our revenue,
results of operations and financial condition, which could result in volatility and adversely
affect the price of our H Shares.
Our risk management and internal control systems may not be adequate or effective.
We have developed and implemented a range of risk management and internal control
policies that encompass various aspects of our business operations to supervise and address a
spectrum of operational, financial, legal and market risks that may be or have been identified.
However, we cannot assure you that these systems are sufficiently effective. See
“Business—Risk Management and Internal Control.” Since our risk management and internal
control systems depend on implementation by our employees, we cannot assure you that our
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employees or other related third parties are sufficiently or fully trained to implement these
systems, or that their implementation will be free from human error or mistakes. If we fail to
timely update, implement and modify, or fail to deploy sufficient human resources to maintain
our risk management policies and procedures, our business, results of operations, financial
condition and prospects could be materially and adversely affected.
Changes in international trade policies, geopolitics and trade protection measures and
export control may materially and adversely affect our business, financial condition and
results of operations.
Our operations may be negatively affected by any deterioration in the political and
economic relations among countries. For example, we may be materially and adversely
affected by export controls and other geopolitical challenges, including, but not limited to,
economic and labor conditions, increased tariffs, duties, taxes and other costs and political
instability. Furthermore, concerns over inflation, energy costs, geopolitical frictions, capital
market volatility and liquidity issues may create difficult operating conditions in the future.
Sales of our products in certain countries and sales of products that include components
obtained from certain foreign suppliers could be materially and adversely affected by
international trade regulations. In addition, our robotic manufacturer customers may sell their
products that have integrated our visual perception products to overseas markets and such
products may be subject to existing or new tariffs, trade restrictions or related measures
imposed by foreign jurisdictions. If tariffs, trade restrictions or related measures are imposed
on, or expanded in scope to cover, the products of our customers, the overseas sales of such
products may be adversely affected, which in turn may reduce demand for our products, result
in order rescheduling, reduction or cancellation by our customers, and negatively impact our
revenue and profitability.
Significant political, trade, or regulatory developments in the jurisdictions in which we
operate, such as those stemming from the current U.S. government, are difficult to predict and
may have a material adverse effect on us. Similarly, changes in U.S. policy could give rise to
circumstances outside our control that could have negative impacts on our business operations,
including as a result of an economic downturn and geopolitical events, such as changes in U.S.
policy that affect the geopolitical landscape. Changes to policy implemented by the U.S.
government have impacted and may in the future impact, among other things, the U.S. and
global economy, international trade relations, the U.S. regulatory environment, inflation, and
other areas. Furthermore, any significant increase in tariffs, trade restrictions or related
measures imposed by foreign jurisdictions on robotics products exported by our customers,
including those integrated with our visual perception products, may adversely affect our
customers’ competitiveness in overseas markets and therefore their purchasing needs for our
products.
Our business may also be impacted by the imposition of tariffs by the U.S. and any
resulting retaliatory tariffs in the countries in which we operate. The U.S. has imposed a series
of tariffs specifically targeting imports from China, as well as from other countries. The U.S.
introduced a series of tariffs in early 2025, targeting imports from China and other regions.
Significant tariffs were imposed starting February 2025, followed by further measures. These
measures prompted reciprocal tariffs from China and other countermeasures. However, the
U.S. and China reached an agreement to temporarily defer the implementation of new tariff
measures for at least 90 days from May 14, 2025, with a further extension of 90 days granted
on August 11, 2025, and an additional one-year extension agreed on November 2, 2025,
extending the deferral to November 10, 2026. In addition, on October 30, 2025, the two
countries reached a consensus for the United States to reduce its 20% tariff on Chinese imports
linked to fentanyl concerns to 10%. As a result, as of the Latest Practicable Date, the overall
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tariff imposed on our products exported to the United States was 17.5%. In 2023, 2024 and
2025, our revenue generated from the U.S. accounted for 0.1%, 0.6% and 3.1% of our total
revenue, respectively. However, there is significant uncertainty on how this matter will evolve,
and any rising political tensions, as well as increases in tariffs or changes to trade policies
between the U.S. and China, may have a significant impact on our business. As of the Latest
Practicable Date, we had not received any order cancellations, pricing adjustments, or delivery
suspensions from customers due to the recent U.S. tariff hikes. Furthermore, given our limited
sales to the U.S. during the Track Record Period and up to the Latest Practicable Date, the
impact of the increased tariffs by the U.S. and the countermeasures taken by China on our
business operations was limited. However, the uncertainty surrounding potential changes in
U.S. trade policies, particularly regarding tariffs on Chinese imports, could adversely affect our
business operations and financial performance. Any substantial increases in tariffs or trade
restrictions implemented by the U.S. administration could lead to retaliatory measures by
China, potentially disrupting global supply chains. If we are unable to successfully manage the
impact and the increased costs resulting from the increased tariffs, our business, financial
condition and results of operations could be materially and adversely affected.
We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and
economic sanctions and similar laws and regulations. If we fail to maintain ongoing
compliance with such laws and regulations can subject us to administrative, civil and
criminal penalties, collateral consequences, remedial measures and legal expenses, all of
which could adversely affect our business, financial condition, results of operations and
prospects.
We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and
economic sanctions and similar laws and regulations in various jurisdictions in which we
conduct activities, including the United States Foreign Corrupt Practices Act (“FCPA”), and
other anti-corruption laws and regulations. The FCPA prohibits us and our officers, Directors,
employees, and business partners acting on our behalf, including agents, from corruptly
offering, promising, authorizing, or providing anything of value to a “foreign official” for the
purposes of influencing official decisions or obtaining or retaining business or otherwise
obtaining favorable treatment. The FCPA also requires companies to make and keep books,
records, and accounts that accurately reflect transactions and dispositions of assets and to
maintain a system of adequate internal accounting controls. A violation of these laws or
regulations could adversely affect our business, financial condition, results of operations, and
prospects.
We are also in the process of implementing policies and procedures designed to ensure
continued compliance by us and our Directors, officers, employees, representatives,
consultants, agents, and business partners with applicable anti-corruption, anti-bribery,
anti-money laundering, financial and economic sanctions and similar laws and regulations.
However, our policies and procedures may not be sufficient and our Directors, officers,
employees, representatives, consultants, agents, and business partners could engage in
improper conduct for which we may be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial
and economic sanctions laws and regulations could subject us to whistleblower complaints,
adverse media coverage, investigations, and severe administrative, civil and criminal
sanctions, collateral consequences, remedial measures and legal expenses, all of which could
materially and adversely affect our business, financial condition, results of operations and
prospects.
Certain countries or organizations, including the United States, the European Union, the
United Nation, the United Kingdom and Australia, have, through executive order, legislations
or other government means, implemented measures that impose economic sanctions against
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certain countries, regions or targeted industry sectors, groups of companies or persons, and/or
organizations within such countries and regions. Sanctions laws and regulations are continually
evolving, with new individuals and entities regularly being added to the list of sanctioned
persons. Moreover, new requirements or restrictions may come into effect, potentially
intensifying scrutiny on our business, particularly concerning our international expansion
plans, or resulting in one or more of our business activities being deemed to have violated
sanctions. Our business and reputation could be adversely affected if we fail to maintain
compliance with relevant sanctions or if the authorities of relevant jurisdictions were to
determine that any of our future activities constitutes a violation of the sanctions they impose.
U.S. outbound investment regulations and other foreign laws and regulations could have
a negative impact on our ability access to capital in the future.
As our business is closely interrelated with our customers and suppliers, any imposition
of economic sanctions or export control, that impacts our customers or suppliers could
materially and adversely affect our business, financial condition and results of operations.
Moreover, we may be subject to review and enforcement under domestic and foreign laws that
govern foreign investment and acquisitions. In both U.S. and non-U.S. jurisdictions, these
regulatory requirements may apply different requirements based on the nature of the company
and the profiles of the investors involved. As a result, investments by particular investors may
need to be filed with local regulators or could even be prohibited under certain circumstances,
which limits our ability to engage in strategic transactions that might otherwise be beneficial
to us and our investors. These laws are also regularly changed and updated. For example,
recently issued U.S. government regulations, such as the final rule (the “ Final Rule ”)
implementing Executive Order 14105 which became effective in January 2025, restricts direct
and indirect investment by U.S. persons (as defined under the Final Rule) into companies with
specified connections to China that use specific technologies of concern. Notably, on February
21, 2025, the U.S. government issued the “America First Investment Policy” proposing to
further expand the set of technologies of concern. These rules are aimed at exerting greater
U.S. government oversight over U.S. direct and indirect investments involving China in certain
sectors, and may introduce new hurdles and uncertainties for cross-border collaborations,
investments, and funding opportunities of China-based issuers, including us.
We are not involved in any of the prohibited transactions under the Final Rule. In terms
of whether technologies developed by us to be utilized on intelligent robots should be deemed
as “AI systems” which are intended to be used for the control of robotics systems, and therefore
trigger notification requirements delineated in Section 850.217 of the Final Rule, since our
core technologies are concentrated on the aspect of intelligent robot visual perception which
may improve a robot’s sensing capability but have no relation to the control of robot systems,
our Directors, as advised by our International Sanctions Counsel, confirmed that as of the
Latest Practicable Date, we are not a “Covered Foreign Person” given that our business should
not constitute notifiable transactions under Sections 850.217 of the Final Rule. However,
neither “robotic system” nor “control” is defined under the Final Rule, and we cannot assure
you that the U.S. Department of the Treasury will not reach a different conclusion, which could
implicate the notification requirements under the Final Rule for U.S. persons. U.S. persons
should consult their legal counsel regarding the applicability of the Final Rule to this Offering.
We may be involved in legal proceedings and disputes, which could materially and
adversely affect our reputation, business, results of operations, financial condition and
prospects.
We may be involved in legal proceedings and commercial or contractual disputes in the
ordinary course of our business. We cannot assure you that we will not be involved in various
legal proceedings and other disputes in the future, which may expose us to additional risks and
losses. In addition, we may have to pay legal costs associated with such disputes, including
fees relating to appraisal, auction, execution and legal advisory services. Even if we prevail in
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any litigation or enforcement proceeding against us, we could incur significant legal costs
defending against the claims, even those without merit. Litigation and other disputes may lead
to inquiries, investigations and proceedings by regulatory authorities and other governmental
agencies and may result in damage to our reputation, additional operating costs and diversion
of resources and management’s attention from our core business. The disruption of our
business due to judgment, arbitration and legal proceedings against us or adverse adjudications
in proceedings against our Directors, senior management or key employees may materially and
adversely affect our reputation, business, results of operations, financial condition and
prospects.
Changes in Environmental, Social and Governance (ESG) compliance requirements could
have an adverse impact on our business, operating results, financial condition and
prospects.
With the rising awareness of ESG issues, including with respect to waste disposal,
packaging waste, greenhouse gas emissions and environmental protection, more stringent laws
and regulations that affect our business operations may be adopted. Accordingly, we may need
to devote more effort and resources to ensure our compliance with such laws or regulations. We
have adopted a series of measures aiming to ensure our compliance with the ESG-related laws
and regulations applicable to us. See “Business—Environmental, Social and Governance
Matters.” There can be no assurance that these measures can effectively help us to navigate the
complex and evolving regulatory environment. Changes in existing ESG-related laws and
regulations or the promulgation of new ESG-related laws and regulations may increase our
compliance costs, and accordingly may have an adverse impact on our business, results of
operations, financial performance and prospects.
Our information technology networks and systems may encounter malfunction,
unexpected system failure, interruption, insufficiency or security breaches which could
materially and adversely affect our business, financial condition, results of operations and
prospects.
We rely on information technology networks and systems for electronic communications
among our personnel, customers, manufacturers and suppliers and for synchronization with our
manufacturers and logistics providers on demand forecast, order placements and manufacturing
and service status and capacity. These information technology systems, some of which are
managed by third parties, may be susceptible to damage, disruptions or shutdowns due to
failures during the process of upgrading or replacing software, databases or components, power
outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication
failures, user errors or catastrophic events. If our information technology systems suffer
damage, disruption or shutdown, we may incur substantial costs in repairing or replacing these
systems. If we do not effectively resolve the issues in a timely manner, our business, results
of operations and financial condition may be materially and adversely affected, and we could
experience delays in reporting our financial results.
Our insurance coverage may not be sufficient to cover all losses or potential claims by our
customers which would affect our business, results of operations, financial condition and
prospects.
We face various risks in connection with our business, and may lack adequate insurance
coverage or have no relevant insurance coverage. As of the Latest Practicable Date, we had
obtained and maintained insurance policies that we believe are customary for businesses of our
size and type and in line with standard commercial practice in China. As of the Latest
Practicable Date, we had not maintained product liability insurance, and do not carry any
business interruption or litigation insurance. See “Business—Insurance.” We cannot guarantee
that a product liability claim or other litigation will not be brought against us in the future, or
that we will be able to purchase product liability insurance or other related insurance on
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acceptable terms. If we were to incur substantial losses or liabilities due to fire, explosions,
floods or other natural disasters, disruption in our network infrastructure, production facilities
or business operations, or any material litigation, our results of operations could be materially
and adversely affected. Our current insurance coverage may not be sufficient to prevent us
from suffering any loss and there is no certainty that we will be able to successfully claim our
losses under our current insurance policy on a timely basis, or at all. If we were held liable for
uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance
coverage, our business, financial condition, results of operations and prospects may be
materially and adversely affected.
Our business may be materially and adversely affected by force majeure events, natural
disasters or outbreaks of contagious diseases.
Any future occurrence of force majeure events, natural disasters or outbreaks of
epidemics and contagious diseases may materially and adversely affect our business, financial
condition and results of operations. An outbreak of an epidemic or contagious disease could
result in a widespread health crisis and restrict the level of business activities in affected areas,
which may, in turn, materially and adversely affect our business. Moreover, natural disasters
such as snowstorms, earthquakes, fires and floods can cause physical damage to our production
facilities, equipment and inventory which could result in production delays, inventory
shortages and obsolete, which could increase our impairment and costs for repairs and
replacements. Additionally, these events can lead to power outages, communication
interruptions and transportation disruptions, further hampering business operations.
Fluctuations in exchange rates may adversely affect our results of operations.
The value of RMB against the Hong Kong dollar, the U.S. dollar and other currencies
fluctuates, is subject to changes resulting from the governments’ policies and depends to a large
extent on domestic and international economic and political developments as well as supply
and demand in the local markets. It is difficult to predict how market forces or government
policies may impact the exchange rate between the RMB and the Hong Kong dollar, the U.S.
dollar or other currencies in the future.
The proceeds from the Global Offering will be received in Hong Kong dollars and we
expect a substantial portion of which to be spent in RMB. As a result, any appreciation of the
RMB against the Hong Kong dollar may result in the decrease in the value of our proceeds
from the Global Offering. Conversely, any depreciation of the RMB against the Hong Kong
dollars may adversely affect the value of, and any dividends payable on, the Shares in foreign
currency. In addition, there are limited instruments available for us to reduce our foreign
currency risk exposure at reasonable costs. All of these factors could have a material and
adverse impact on our business, results of operations and financial condition.
RISKS RELATING TO DOING BUSINESS IN THE COUNTRIES WHERE WE
OPERATE
Changes in economic, political and social conditions, as well as government policies, laws
and regulations, and industry practice guidelines in the jurisdictions where we operate
could have a material and adverse effect on our business, financial condition, results of
operations and prospects.
Our business, financial condition and results of operations may be influenced by the
general political, economic and social conditions in the countries where we operate.
Governments worldwide have implemented, and may continue to introduce, among others,
various policies and measures to encourage the economic growth and guide the allocation of
RISK FACTORS
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resources. The intelligent robotics industry in general is affected by macro-economic factors,
including international, national, regional and local economic conditions, trade relationships,
employment levels, consumer demand and discretionary spending. Any changes in these
factors may have a material and adverse effect on our business, financial condition and results
of operations.
Regulations on currency exchange may limit our foreign exchange transactions, including
our ability to pay dividends and other obligations, and may affect the value of your
investment.
The conversion of Renminbi is subject to applicable laws and regulations in China. Under
the current PRC foreign exchange regulatory system, foreign exchange transactions under the
current account conducted by us, including the payment of dividends, do not require advance
approval from the SAFE. We are required to present documentary evidence of such transactions
and conduct such transactions at banks that have the licenses to carry out foreign exchange
business. Foreign exchange transactions under the capital account conducted by us, however,
normally need to be approved by or be registered by the SAFE or its designated banks. Under
existing foreign exchange regulations, following the completion of the Global Offering, we
will be able to pay dividends in foreign currencies without prior approval from the SAFE by
complying with certain procedural requirements. However, any change in these foreign
exchange policies or any insufficiency of foreign exchange may restrict our ability to obtain
sufficient foreign exchange for dividend payments to shareholders or to satisfy any other
foreign exchange requirements, or to capitalize our capital expenditure plans, and even our
business, financial conditions and results of operations, may be affected.
Our operations are subject to PRC and overseas tax laws and regulations.
We are subject to periodic examinations on fulfillment of our tax obligation under the
PRC tax laws and regulations by PRC tax authorities. We cannot assure you that future
examinations by PRC tax authorities would not result in fines, other penalties or actions that
could materially and adversely affect our business, financial performance and results of
operations.
Trade tensions between U.S. and China in recent years have led to uncertainties in U.S.
tariff policies on goods from China. In February 2025, the Trump Administration imposed 20%
fentanyl tariffs pursuant to IEEPA (the “IEEPA Fentanyl Tariffs”) on goods from China. On
April 9 and April 10, 2025, the Trump Administration imposed two additional reciprocal tariffs
on goods from China of 34% and 125%, respectively. Based on a trade deal between U.S. and
China, these China specific reciprocal tariffs are currently paused based on a tariff truce until
November 10, 2025. The international tariff policies, particularly policies between U.S. and
China, are rapidly evolving, and the outcome is highly uncertain. The reciprocal tariff may
increase the price of the products imported to U.S. from China and reduce their
competitiveness. We cannot assure you that our sales volume will continue to increase should
we decide to increase the price of our products selling to the U.S. In addition, we cannot assure
you that other countries will not increase tariff on goods from China, and we may adopt similar
price increase measures if so. Should such price increase affect our sales volume, any decrease
in our sales volume in overseas market may adversely affect our business, financial conditions
and results of operation.
Holders of our H Shares may be subject to income tax obligations in China.
Under the current tax laws and regulations in China, non-Chinese resident individuals and
non-Chinese resident enterprises are subject to different tax obligations with respect to the
dividends paid to them by us and the gains realized upon the sale or other disposition of our
H Shares.
RISK FACTORS
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Non-Chinese resident individuals are required to pay individual income tax at a rate of
20% under IIT law for the interests, dividends and bonuses they obtain from China.
Accordingly, we are required to withhold such tax from dividend payments, unless applicable
tax treaties between China and the jurisdiction in which the foreign individual resides reduce
or provide an exemption for the relevant tax obligations. Generally, in accordance with the
Notice on Matters Concerning the Levy and Administration of Individual Income Tax After the
Repeal of Guo Shui Fa [1993] No. 045 issued by the SA T (਷೼೯
[1993]045), when a tax rate of 10% is not
applicable, the withholding company shall: (i) return the excess tax amount pursuant to due
procedures if the applicable tax rate is lower than 10%; (ii) withhold such foreign individual
income tax at the effective tax rate agreed on if the applicable tax rate is between 10% and
20%; or (iii) withhold such foreign individual income tax at a rate of 20% if no taxation treaty
is applicable.
For non-Chinese resident enterprises that do not have establishments or premises in
China, and for those who have establishments or premises in China but whose income is not
related to such establishments or premises under the EIT law, dividends paid by us and gains
realized by such foreign enterprises upon the sale or other disposition of Shares are ordinarily
subject to China enterprise income tax at a rate of 20%. In accordance with the Circular on
Issues Relating to the Withholding of Enterprise Income Tax by Chinese Resident Enterprises
on Dividends Paid to Overseas Non-Chinese Resident Enterprise Shareholders of H Shares
(͏ΆุΣྤ̮ Hஷ
) issued by the SA T, such tax rate has been reduced to 10%.
If there is any change to applicable tax laws and regulations or in the interpretation or
application of such laws and regulations, the value of your investment in our H Shares may be
materially affected.
Payment of dividends is subject to laws and regulations in the PRC.
Under the PRC laws, dividends may be paid only out of distributable profits. Our
distributable profits represent our distributable net profits less appropriations to statutory
surplus reserve and discretionary surplus reserve (as approved by our Shareholders meeting).
Our distributable net profit represents the lowest of (i) our net profit attributable to our equity
holders for a period plus distributable profits or net of accumulated losses, if any, at the
beginning of such period, as determined under PRC GAAP , and (ii) our net profit attributable
to our equity holders for the period plus distributable profits or net of accumulated losses, if
any, at the beginning of such period, as determined under HKFRS Accounting Standards. As
a result, we may not have sufficient distributable profits to make dividend distributions to our
Shareholders in the future, including in respect of periods where we register an accounting
profit. Any distributable profits that are not distributed in a given year are retained and
available for distribution in subsequent years.
Investors may experience difficulties in effecting service of legal process and enforcing
judgments against us and our Directors and management.
Substantially all of our assets are located in China and the majority of our executive
Directors and senior management reside in China. Therefore, it may be difficult for investors
to directly effect service of legal process within Hong Kong or elsewhere outside of China
upon us or our Directors or senior management.
On July 14, 2006, China and Hong Kong 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 Pursuant to Choice of
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Court Agreements between Parties Concerned (ج
τર) (“Arrangement”), which came
into effect on August 1, 2008. Pursuant to the Arrangement, a party with an enforceable final
court judgment rendered by any designated people’s court in mainland China or any designated
Hong Kong Special Administrative Region court requiring payment of money in a civil and
commercial case according to a choice of court agreement in writing may apply for recognition
and enforcement of the judgment in the relevant people’s court in mainland China or Hong
Kong Special Administrative Region court. Similarly, a party with an enforceable final
judgment rendered by a people’s court in mainland China requiring payment of money in a
civil and commercial case pursuant to a choice of court agreement in writing may apply for
recognition and enforcement of such judgment in Hong Kong. A choice of court agreement in
writing is defined as any agreement in writing entered into between parties after the effective
date of the Arrangement, in which a Hong Kong Special Administrative Region court or a
people’s court in mainland China is expressly identified as the court having sole jurisdiction
for the dispute. Therefore, it may not be possible to enforce a Hong Kong Special
Administrative Region court’s verdict in the PRC if the parties to the dispute did not agree to
a written choice of court agreement. On January 18, 2019, the Supreme People’s Court of the
PRC and Hong Kong Department of Justice entered into the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of
the Mainland and of the Hong Kong Special Administrative Region (ಥतйБ
τર) (the “New Arrangement”), which seeks to
establish a bilateral legal mechanism that provides clarity and certainty for the recognition and
enforcement of judgments in a wider range of civil and commercial matters between Hong
Kong and mainland China, based on criteria other than a written choice of court agreement. The
Arrangement was superseded upon the effectiveness of the New Arrangement on January 29,
2024 but remained applicable to a “written choice of court agreement” entered into before the
New Arrangement taking effect. However, there can be no assurance that all final judgments
will be recognized and effectively enforced by the relevant courts.
RISKS RELATING TO THE GLOBAL OFFERING
No public market currently exists for our H Shares, and an active trading market for our
H Shares may not develop or be sustained.
Prior to the completion of the Global Offering, there has been no public market for our
H Shares. We have applied to the Stock Exchange for the listing of, and permission to deal in,
our H Shares. However, there can be no assurance that an active trading market for our
H Shares will develop or be sustained after completion of the Global Offering. Pursuant to
applicable PRC laws, all of the Shares in issue as of the date of this prospectus will be subject
to a lock-up period of one year from the Listing Date. If an active public market for our
H Shares does not develop following completion of the Global Offering, the market price and
liquidity of our H Shares could be materially and adversely affected.
The price and trading volume of our H Shares may be volatile, which could lead to
substantial losses to investors.
The price and trading volume of our H Shares may be subject to significant volatility in
response to various factors beyond our control, including the general market conditions of the
securities in Hong Kong and elsewhere in the world. The Hong Kong Stock Exchange and other
securities markets have, from time to time, experienced significant price and trading volume
volatility that are not related to the operating performance of any particular company. 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 Shares. In addition to
market and industry factors, the price and trading volume of our Shares may be highly volatile
RISK FACTORS
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for specific business reasons, such as fluctuations in our revenue, earnings, cash flows,
investments, expenditures, regulatory developments, relationships with our suppliers,
movements or activities of key personnel, or actions taken by competitors. Moreover, shares
of other companies listed on the Hong Kong Stock Exchange have experienced price volatility
in the past, and it is possible that our H Shares may be subject to changes in price not directly
related to our performance.
Our future financing may cause dilution of your shareholding or place restrictions on our
operations.
We may require additional cash resources to finance our continued growth or other future
developments. We may seek additional financing through selling additional equity or debt
securities or obtaining a credit facility. The sale of additional equity securities could result in
additional dilution to our Shareholders. Certain equity securities that may be issued by us may
also confer rights and privileges that take priority over those conferred by the H Shares. The
incurrence of indebtedness would result in increased debt service obligations and could result
in operating and financing covenants that may, among other things, restrict our operations or
our ability to pay dividends.
Servicing such debt obligations could also be burdensome to our operations and adversely
affect our cash flows or limit our flexibility in business development and strategic plans.
We cannot assure you whether and when we will declare and pay dividends in the future.
Distribution of dividends shall be formulated by our Board of Directors at their discretion
and may be subject to Shareholders’ approval. A decision to declare or to pay any dividends
and the amount of any dividends will depend on various factors, including but not limited to
our results of operations, cash flows and financial conditions, operating and capital expenditure
requirements, distributable profits as determined under HKFRS, our Articles of Association,
market conditions, our strategic plans and prospects for business development, contractual
limits and obligations, payment of dividends to us by our operating subsidiaries, taxation and
any other factor determined by our Board of Directors from time to time as being relevant to
the declaration of dividend payments. As a result, our historical dividend distributions are not
indicative of our future dividend distribution policy. There can be no assurance whether, when
and in what form we will pay dividends in the future or that we will pay dividends in
accordance with our dividend policy. See “Financial Information—Dividend.”
Because the Offer Price per Share is higher than the net tangible book value per Share,
purchasers of our H Shares in the Global Offering will experience immediate dilution.
The Offer Price of our H Shares is higher than the net tangible book value per Share
immediately prior to the Global Offering. Therefore, purchasers of our H Shares in the Global
Offering will experience an immediate dilution, and existing Shareholders will receive an
increase in the pro forma adjusted consolidated net tangible assets value per share of their
shares. See Unaudited Pro Forma Financial Information in Appendix II to this prospectus for
details.
Certain facts, forecasts and statistics derived from official government sources contained
in this prospectus may not be reliable and the market opportunity estimates may not be
accurate.
We have derived certain facts and other statistics in this prospectus, particularly those
relating to the general economy, e-commerce and intelligent robotics industry, from
information provided by official government sources and other third-party sources. We have
RISK FACTORS
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not independently verified information and statistics from official government sources, and
there can be no assurance as to the accuracy and reliability of such facts and statistics. Due to
possibly flawed or ineffective collection methods or discrepancies between published
information and market practice and other data problems, the statistics herein may be
inaccurate. Y ou should consider carefully how much weight or importance you should attach
to or place on such facts or statistics. Market opportunity estimates included in this prospectus,
including our ability to capture a meaningful share of the relevant markets, are subject to
significant uncertainty and are based on assumptions and estimates that may not prove to be
accurate. Even if the market in which we compete meets the size estimates and growth
forecasted in this prospectus, our business could fail to grow at similar rates, if at all. Our
growth is subject to many factors, including our success in implementing our business strategy,
which is inherently subject to certain risks and uncertainties.
Forward-looking statements contained in this prospectus are subject to risks and
uncertainties.
This document contains certain statements and information that are forward-looking and
uses forward-looking terminology such as “aim,” “anticipate,” “believe,” “could,” “going
forward,” “intend,” “plan,” “project,” “seek,” “expect,” “may,” “ought to,” “should,” “would”
or “will” and similar expressions. Y ou are cautioned that reliance on any forward-looking
statement involves risks and uncertainties and that any or all of those assumptions could prove
to be inaccurate and as a result, the forward-looking statements based on those assumptions
could also be incorrect. In light of these and other risks and uncertainties, the inclusion of
forward-looking statements in this document should not be regarded as representations or
warranties by us that our plans and objectives will be achieved, and these forward-looking
statements should be considered in light of various important factors, including those set forth
in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to
update or otherwise revise the forward-looking statements in this prospectus, whether as a
result of new information, future events or otherwise. Accordingly, you should not place undue
reliance on any forward-looking information. All forward-looking statements in this prospectus
are qualified by reference to this cautionary statement.
Investors should read the entire prospectus carefully and should not consider any
particular statements in this prospectus or in published media reports without carefully
considering the risks and other information contained in this prospectus.
The Global Offering is being made solely on the basis of the information and
representations contained in this prospectus, which are true and accurate to the best of our
knowledge and belief. Any information not contained in this prospectus should not be relied
upon in making an investment decision with respect to the securities being offered. Prior to the
publication of this prospectus, there has been coverage in the media regarding us and the
Global Offering, which may have contained among other things, certain financial information,
projections, valuations and other forward-looking information about us and the Global
Offering. We make no representation as to the appropriateness, accuracy, completeness or
reliability of such information, and disclaim responsibility for such information. To the extent
that any such information is inconsistent or conflicts with the information contained in this
prospectus, we disclaim responsibility for it. Accordingly, prospective investors are cautioned
to make their investment decisions with respect to our H Shares on the basis of the information
contained in this prospectus only and should not rely on any other information. 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.
RISK FACTORS
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In preparation for the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further
provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard
to, among other considerations, our arrangements for maintaining regular communication with
the Hong Kong Stock Exchange.
Our headquarters are based, and most of the business operations of our Group are
managed and conducted, in the PRC. Our executive Directors ordinarily reside in the PRC and
play important roles in our Group’s business operations. It is in our best interests for them to
be based in places where our Group has significant operations. As such, the Company considers
that it would be more practical for its executive Directors to remain ordinarily resident in the
PRC where the Company has substantial operations, and that it would be unduly burdensome
and impracticable to relocate the executive Directors of the Company to ordinarily reside in
Hong Kong. Therefore, our Company does not have 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 Rule 8.12 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong
Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from
strict compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the following
conditions:
1. we have appointed Mr. Zhou and Ms. SIOW Grace Y uet Chew (߇Ms.
Siow”) as our authorized representatives (“Authorized Representatives”) pursuant to
Rule 3.05 of the Listing Rules. The Authorized Representatives will act as our
Company’s principal channel of communication with the Hong Kong Stock
Exchange. The Authorized Representatives will be readily contactable by phone and
email to promptly deal with enquiries from the Hong Kong Stock Exchange. Ms.
Siow is a permanent resident of and ordinarily resides in Hong Kong. Mr. Zhou,
being ordinary resident of the PRC, possesses valid travel documents and is able to
renew such travel documents when it expires in order to visit Hong Kong.
Accordingly, the Authorized Representatives will also be available to meet with the
relevant members of the Hong Kong Stock Exchange on reasonable notice;
2. when the Hong Kong Stock Exchange wishes to contact our Directors on any matter,
each of the Authorized Representatives will have means to contact all of our
Directors (including our independent non-executive Directors) promptly at all times.
We have provided the Authorized Representatives and the Hong Kong Stock
Exchange with the contact details (i.e. mobile phone number, office phone number
and email address) of all Directors to facilitate communication with the Hong Kong
Stock Exchange. In the event that any Director expects to travel or otherwise be out
of office, he or she will provide the phone number of the place of his or her
accommodation to the Authorized Representatives;
3. to the best of our knowledge and information, all Directors who do not ordinarily
reside in Hong Kong possess or can apply for valid travel documents to visit Hong
Kong and can meet with the Hong Kong Stock Exchange within a reasonable period
upon the request of the Hong Kong Stock Exchange;
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4. we have appointed Guotai Junan Capital Limited as our Compliance Advisor upon
Listing pursuant to Rule 3A.19 of the Listing Rules. The Compliance Advisor will,
among other things and in addition to the Authorized Representatives, provide our
Company with professional advice on continuing obligations under the Listing
Rules and act as the additional channel of communication with the Hong Kong Stock
Exchange during the period from the Listing Date to 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 immediately after the Listing. To facilitate communication with
the Hong Kong Stock Exchange, we have provided the Hong Kong Stock Exchange
with the contact details of the Compliance Advisor’s officers who will act as the
Compliance Advisor’s contact persons, including their mobile and office telephone
numbers, facsimile numbers and email addresses; the Authorized Representatives,
Directors and other officers of our Company will provide promptly such information
and assistance as the Compliance Advisor may reasonably require in connection
with the performance of the Compliance Advisor’s duties as set forth in Chapter 3A
of the Listing Rules. There will be adequate and efficient means of communication
between our Company, the Authorized Representatives, the Directors and other
officers and the Compliance Advisor, and to the extent reasonably practicable and
legally permissible, we will keep the Compliance Advisor informed of all
communications and dealings between our Company and the Hong Kong Stock
Exchange; and
5. meetings between the Hong Kong Stock Exchange and our Directors could be
arranged through our Authorized Representatives or the Compliance Advisor, or
directly with our Directors within a reasonable period. Our Company will inform the
Hong Kong Stock Exchange as soon as practicable in respect of any change in the
Authorized Representatives, the Directors and/or the Compliance Advisor of our
Company in accordance with the Listing Rules.
W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company
secretary who, by virtue of his/her academic or professional qualifications or relevant
experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the
functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the
Hong Kong Stock Exchange considers the following academic or professional qualifications to
be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Hong Kong Stock
Exchange considers the following factors in assessing the “relevant experience” of the
individual:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
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(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver under Rule
3.28 of the Listing Rules will be granted for a fixed period of time but in any event not
exceeding three years from the date of Listing (the “Waiver Period”) and on the following
conditions: (i) the relevant company secretary must be assisted by a person who possesses the
qualifications or experience as required under Rule 3.28 of the Listing Rules and is appointed
as joint company secretary throughout the Waiver Period; and (ii) the waiver can be revoked
in the event of a material breach of the Listing Rules by the Company.
Our Company has appointed Ms. TANG Y anli (䝙ᘆ) (“Ms. Tang”) and Ms. Siow as the
joint company secretaries of our Company. Ms. Siow, who is a Chartered Secretary, a Chartered
Governance Professional and a Fellow of both The Hong Kong Chartered Governance Institute
and The Chartered Governance Institute in the United Kingdom, fully meets the requirements
stipulated under Rules 3.28 and 8.17 of the Listing Rules. Ms. Tang has served as our chief
financial officer and Board secretary, and has been responsible for overall financial
management affairs and day-to-day management of the Group. Through such experience, Ms.
Tang has acquired extensive experience in handling finance, corporate governance and
compliance as well as a thorough understanding of the daily operations and internal
administration of the Group. See “Directors and Senior Management—Joint Company
Secretaries” in this prospectus for further information regarding the qualifications of Ms. Tang
and Ms. Siow. By virtue of Ms. Tang’s experience and familiarity with our Group, we believe
Ms. Tang is capable of discharging the duties as one of the joint company secretaries of our
Company and is a suitable person to act as one of the joint company secretaries of our
Company. Further, given that the main operation of our Company is in the PRC, we believe that
it would be in the best interests of our Company and our corporate governance to have Ms.
Tang with the relevant background and experience in the PRC to act as our joint company
secretary.
Accordingly, whilst Ms. Tang does not possess the formal qualifications required of a
company secretary under Rules 3.28 and 8.17 of the Listing Rules, based on the above reasons,
we have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange
has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17
of the Listing Rules such that Ms. Tang will be appointed as our joint company secretary.
The waiver has been granted for a Waiver Period of three years on the condition that:
(a) Ms. Siow, as a joint company secretary of our Company, will work closely with, and
provide assistance to, Ms. Tang in the discharge of her duties as a joint company
secretary for an initial period of three years from the date of the Listing. Ms. Siow
is a suitably qualified person to render assistance to Ms. Tang so as to enable her to
acquire the “relevant experience” as is required of a company secretary under Rule
3.28 of the Listing Rules;
(b) Ms. Tang will comply with the annual professional training requirement under Rule
3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules
during the three-year Waiver Period from the Listing Date;
(c) our Company will further ensure that Ms. Tang has access to the relevant training
and support that would enhance her understanding of the Listing Rules and the
duties of a company secretary of an issuer listed on the Stock Exchange. In addition,
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Ms. Tang will endeavor to attend relevant trainings and familiarize herself with the
Listing Rules and duties required for a company secretary of a PRC issuer whose
shares are listed on the Hong Kong Stock Exchange; and
(d) upon expiry of Ms. Tang’s initial term of appointment as the joint company secretary
of our Company, we will evaluate her experience in order to determine if she has
attained the relevant experience (within the meaning of Rule 3.28 Note 2) and is
capable of discharging the functions of a company secretary, and whether on-going
assistance should be arranged so that Ms. Tang’s appointment as the company
secretary of our Company continues to satisfy the requirements under Rules 3.28
and 8.17 of the Listing Rules.
Prior to the expiry of the Waiver Period, our Company must demonstrate to the Hong
Kong Stock Exchange that Ms. Tang has acquired the relevant experience under Rule 3.28 Note
2 and is capable of discharging the duties of a company secretary. Our Company should also
seek confirmation from the Hong Kong Stock Exchange as to whether ongoing assistance is
required or if Ms. Tang may continue to serve without a further waiver.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the 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 inquiries, confirm
that to the best of their knowledge and belief the information contained in this prospectus is
accurate and complete in all material respects and not misleading or deceptive, and there are
no other matters the omission of which would make any statement herein or this prospectus
misleading.
CSRC FILING
We have filed the required documents with the CSRC, and the CSRC has issued the filing
notice dated February 14, 2026, confirming our completion of the filing pursuant to the new
filing regime introduced by the Trial Administrative Measures of Overseas Securities Offering
and Listing by Domestic Companies for the Global Offering, for the Conversion of Unlisted
Shares into H Shares and the application for Listing of the H Shares on the Stock Exchange.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering.
For applications under the Hong Kong Public Offering, this prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 3,333,400 Offer Shares and the International Offering of initially
30,000,000 Offer Shares (subject to reallocation on the basis as set out in the section headed
“Structure of the Global 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. 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 Sponsor-Overall Coordinators, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries, the Underwriters, any of our or their affiliates or any of their respective
directors, officers, employees, agents or representatives, or any other persons or parties
involved in the Global Offering. Neither the delivery of this prospectus nor any subscription
or acquisition made under it shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of this prospectus or that the information in
this prospectus is correct as of any subsequent time.
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Over-allotment Option and stabilization, see “Structure of the
Global Offering.”
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for the conversion of an aggregate of 300,000,000 Unlisted
Shares into H Shares. For details, see the section headed “History, Development and Corporate
Structure” and “Share Capital.” Such H Shares to be converted from Unlisted Shares are
restricted from trading for a period of one year after the Listing.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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The relevant filing procedure in relation to the Conversion of Unlisted Shares into H
Shares has been completed on February 14, 2026.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set out in the section
headed “How to Apply for Hong Kong Offer Shares.”
UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Sponsor-Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the
Hong Kong Underwriters subject to the terms and conditions of 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,
which is expected to be entered into on or around the Price Determination Date. For further
details on the Underwriters and the underwriting arrangements, please refer to the section
headed “Underwriting.”
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We 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 (including any H Shares which may be
issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted
from Unlisted Shares. Dealings in the H Shares on the Stock Exchange are expected to
commence on Monday, May 11, 2026. Except as otherwise disclosed in this prospectus, no part
of our Shares is listed on or dealt in on any other stock exchange, and no such listing or
permission to list is being or proposed to be sought in the near future.
Under Section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the Listing of,
and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration
of three weeks from the date of the closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by or
on behalf of the Stock Exchange.
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 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 Listing Date or any other date as determined by HKSCC.
Settlement of transactions between participants of the Stock Exchange is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time
to time. All necessary arrangements have been made for the H Shares to be admitted in to
CCASS. Investors should seek the advice of their stockbrokers or other professional advisors
for the details of the settlement arrangements as such arrangements may affect their rights and
interests.
REGISTER OF MEMBERS AND STAMP DUTY
All H Shares issued pursuant to applications made in the Global Offering and converted
from Unlisted Shares will be registered on our H Share register 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 the PRC.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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Dealings in the H Shares registered in our H Share register will be subject to Hong Kong
stamp duty.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by 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 our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder.
According to the Guide to the Program for “Full Circulation” of H shares promulgated by
China Securities Depository and Clearing Corporation Limited (“CSDC”) on February 7, 2020,
cash dividends to domestic investors of H-share “full circulation” shall be distributed through
CSDC. An H-share listed company shall transfer RMB cash dividends to the designated bank
account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash
dividends by distributing the cash dividends to investors through domestic securities
companies.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the H Shares under the Hong Kong Public Offering will be
required to, or be deemed by his/her acquisition of the Hong Kong Offer Shares to, confirm that
he/she 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 outside Hong Kong
or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly,
and without limitation to the following, this prospectus may not be used for the purpose of, and
does not constitute, an offer or invitation in any jurisdiction or in any circumstances 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. In particular, the Offer Shares have not been offered or sold, and will not
be offered or sold, directly or indirectly, in the PRC.
Persons applying for or purchasing H Shares under the Global Offering are deemed, by
their making an application or purchase, to have represented that they are not associates of any
of our Directors, or existing Shareholders or a nominee of any of the foregoing.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, or dealing in, or the exercise
of any rights in relation to, our H Shares. None of our Company, the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of our or their affiliates or any of their respective directors, officers,
employees, advisors, agents or representatives, or any other persons or parties involved in the
Global Offering accepts responsibility for any tax effects on, or liabilities of, any person
resulting from the subscription, purchase, holding, disposal of, or dealing in, or the exercise of
any rights in relation to, our H Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, this
prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations,
government authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in this prospectus in both the Chinese and English languages,
the Chinese version of these names shall prevail in the event of any inconsistency.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments, or have been rounded to one or two decimal places. Accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figure preceding
them. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts
listed therein are due to rounding.
CURRENCY TRANSLATION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.
Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of
Renminbi into U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this
prospectus was made at the following rates:
RMB0.8759 to HK$1.00
RMB6.8594 to US$1.00
HK$7.8134 to US$1.00
No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S.
dollars can be or could have been at the relevant dates converted at the above rates or any other
rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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For further information on our Directors, please refer to the section headed
“Directors and Senior Management” of this prospectus.
DIRECTORS
Name Address Nationality
Executive Directors
Mr. ZHOU Wei ( մਃ) Room 4 South-C, Y ukang Building
14 Xuefu Road
Nanshan District, Shenzhen
Guangdong Province
PRC
Chinese
Mr. GUO Gaihua ( ெႊശ) Room 17C, Building 1
Zhonghai Shenzhenwan Pan Garden
Nanshan District, Shenzhen
Guangdong Province
PRC
Chinese
Mr. ZHANG Jun (ࠏRoom 26J, Tower B
Xiangmi Shidai Haoting
Qiaoxiang Road
Futian District, Shenzhen
Guangdong Province
PRC
Chinese
Non-executive Director
Dr. HUANG Xi ( රః) Room 501, Unit 2, Building 18
10 Guangguyi Road
Hongshan District, Wuhan
Hubei Province
PRC
Chinese
Independent non-executive Directors
Mr. CHENG Hao ( ೻ख) Room 3102, Building A
Lanwan Peninsula
Furong Road
Futian District, Shenzhen
Guangdong Province
PRC
Chinese
Dr. Y AN Hongyu (͗) Room 9A, Building B, Hubin Garden
25 Qiaocheng East Street
Shahe Subdistrict
Nanshan District, Shenzhen
Guangdong Province
PRC
Chinese
Mr. HONG Kam Le ( ੰᎀԢ) Room B, 17/F, Block 9
Braemar Hill Mansion
31 Braemar Hill Road
North Point
Hong Kong
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors Haitong International Capital Limited
Suites 3001-3006 and 3015-3016
One International Finance Centre
No. 1 Harbour View Street
Central, Hong Kong
Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Sponsor-Overall Coordinators, Joint
Global Coordinators, Joint
Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
Haitong International Securities
Company Limited
28/F, 30/F Suites 3001-3010 and 3015-3016
One International Finance Centre
No. 1 Harbour View Street
Central, Hong Kong
Guotai Junan Securities
(Hong Kong) Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners,
Joint Lead Managers and
Capital Market Intermediaries
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
SDIC Securities (Hong Kong) Limited
(Formally known as SDICS International
Securities (Hong Kong) Limited)
39/F, One Exchange Square
Central
Hong Kong
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
Futu Securities International (Hong
Kong) Limited
34/F, United Centre,
No. 95 Queensway,
Admiralty, Hong Kong
Orient Securities (Hong Kong) Limited
28th and 29th Floor,
100 Queen’s Road Central
Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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CMBC Securities Company Limited
34/F, One Exchange Square,
8 Connaught Place,
Central, Hong Kong
Yuet Sheung International Securities
Limited
Unit 2704 27/F,
Shun Tak Centre, West Tower,
168-200 Connaught Road Central,
Sheung Wan, Hong Kong
Goldbridge Securities Limited
RM1902,19/F,
Hing Yip Commercial Centre,
No. 272-284 Des V oeux Road,
Sheung Wan, Hong Kong
Auditor and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Legal Advisors to the Company As to Hong Kong and U.S. laws:
Linklaters
11/F, Alexandra House
Chater House
Hong Kong
As to PRC law:
Zhong Lun Law Firm
22-31/F, South Tower of Third Building,
CP Center
20 Jin He East Avenue
Chaoyang District
Beijing
PRC
As to International Sanctions laws:
King & Wood
10F, Building B4, Xinchen Lingang Center
Lane 9, North Y unjuan Road
Shengang Street
Pudong New District, Shanghai
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws:
Jones Day
31/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC law:
Jingtian & Gongcheng
34/F, Tower 3, China Central Place
77 Jianguo Road
Chaoyang District, Beijing
PRC
Industry Consultant China Insights Industry
Consultancy Limited
10/F, Block B, Jing’an International Center
88 Puji Road
Jing’an District, Shanghai
PRC
Receiving Bank CMB Wing Lung Bank
Limited
14/F, CMB Wing Lung Bank
Building
45 Des V oeux Road
Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 9–


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Registered Office 16/F, Tower A, Building 6
International Innovation V alley
Xili Subdistrict, Nanshan District, Shenzhen
Guangdong Province
PRC
Headquarters and Principal Place of
Business in the PRC
7/F and 16/F, Tower A, Building 6
International Innovation V alley
Xili Subdistrict, Nanshan District, Shenzhen
Guangdong Province
PRC
Principal Place of Business in Hong Kong Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s Website https://www.ldrobot.com/
(The information on the website does not
form part of this prospectus)
Joint Company Secretaries Ms. TANG Y anli (䝙ᘆ)
7/F and 16/F, Tower A, Building 6
International Innovation V alley
Xili Subdistrict
Nanshan District, Shenzhen
Guangdong Province
PRC
Ms. SIOW Grace Yuet Chew (߇)
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized Representatives Mr. ZHOU Wei ( մਃ)
Room 4 South-C, Y ukang Building
14 Xuefu Road
Nanshan District, Shenzhen
Guangdong Province
PRC
Ms. SIOW Grace Yuet Chew (߇)
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
CORPORATE INFORMATION
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Audit Committee Mr. CHENG Hao ( ೻ख)
Dr. Y AN Hongyu (͗) (Chairperson)
Mr. HONG Kam Le ( ੰᎀԢ)
Remuneration Committee Mr. ZHOU Wei ( մਃ)
Mr. CHENG Hao ( ೻ख) (Chairperson)
Mr. HONG Kam Le ( ੰᎀԢ)
Nomination Committee Mr. ZHOU Wei ( մਃ) (Chairperson)
Mr. CHENG Hao ( ೻ख)
Dr. Y AN Hongyu (͗)
Compliance Advisor Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bank China Construction Bank Corporation
Shenzhen Fuhua Branch
12/F, Northwest Corner
Zhaobangji Finance Building
319 Fuhua Road
Futian District, Shenzhen
Guangdong Province
PRC
China Merchants Bank Shenzhen
Yuncheng Branch
No. 135-144, Block B, Building 7, Phase 1
V anke Cloud City
Nanshan District, Shenzhen
Guangdong Province
PRC
Industrial Bank Shenzhen Xili Branch
No. 112, 113, Phase 1
Chuangzhi Cloud City Project
Intersection of Liuxian Avenue and
Chuangke Road
Xili Subdistrict, Nanshan District, Shenzhen
Guangdong Province
PRC
CORPORATE INFORMATION
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Certain information and statistics set out in this section have been extracted from
various official government publications, market data providers and a report
commissioned by us and prepared by an independent third party, CIC. The information
from official government sources has not been independently verified by us, the Joint
Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, the Underwriters or any of their respective directors, officers, employees,
advisors or agents or any other parties involved in the Global Offering, and no
representation is given as to its accuracy, fairness and completeness.
SOURCE OF INFORMATION
CIC was commissioned to conduct research, analyze and prepare the CIC Report on the
global market for intelligent robot visual perception technology, along with other related
economic data. The commissioned report has been independently prepared by CIC without
influence from us and other interested parties. We have agreed to pay a fee of RMB450,000 to
CIC in connection with the preparation of the CIC Report.
During the preparation of the CIC Report, CIC conducted both primary and secondary
research. Primary research involved interviews with key industry experts and leading market
participants, while secondary research collected publicly available sources such as publications
issued by the Chinese government, annual reports released by relevant industry players,
information from industry associations and CIC’s proprietary database.
Our Directors confirm that, to the best of their knowledge and after making all reasonable
enquiries, there has been no material adverse change in the market information since the date
of the CIC Report that would limit, conflict with or otherwise affect the information presented
in this section.
ANALYSIS OF GLOBAL INTELLIGENT ROBOT MARKET
Booming Global Intelligent Robot Market
Advances in AGI is fueling significant growth in robotics industry, driven by leaps in
perception and decision-making capabilities. As one of the most important applications of AI,
intelligent robots are reshaping global production systems and changing the way people live
and interact with technology.
Intelligent robots have advanced environmental awareness, enabling autonomous
operation and adaptable teamwork. Their ability to handle complex tasks, navigate
unstructured environments and collaborate smoothly with people is driving their rapid adoption
across a wide range of applications.
The global intelligent robot market has experienced robust expansion, with the overall
market surging from RMB158.3 billion in 2020 to RMB369.0 billion in 2024, representing a
CAGR of 23.6%. Meanwhile, the shipment volume of intelligent robots exceeded 27.0 million
units in 2024. Looking ahead, the market is projected to maintain its growth trajectory and is
expected to exceed RMB1.0 trillion in 2029, corresponding to a CAGR of 22.2%. This is driven
by multifactorial catalysts, such as diversifying scenarios and rising demand for customization,
technological breakthroughs in both hardware and software, evolution of AIoT and large
model, and policy and capital support.
INDUSTRY OVERVIEW
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The burgeoning consumer demand for smart living has spurred a significant increase in
the demand for household service robots, positioning this segment as a critical component of
the intelligent robotics market. The global market size for household service robots grew from
RMB39.5 billion in 2020 to RMB91.3 billion in 2024, and is projected to maintain this
momentum, reaching RMB297.3 billion by 2029. Concurrently, the professional service and
industrial robot market segment, propelled by industrial intelligent transformation and
technological advancements, exhibits robust demand and is anticipated to reach RMB708.5
billion by 2029. China, Europe and North America are among the major markets for both
household service and professional service and industrial robots.
ANALYSIS OF GLOBAL INTELLIGENT ROBOT VISUAL PERCEPTION
TECHNOLOGY MARKET
Visual Perception as the Core of Intelligent Robots’ Perception Technology
Intelligent robot perception technology refers to the technical system that enables
intelligent robots to obtain, analyze and interact with environmental information in real time.
It serves as the critical bridge between the physical world and robots, forming the foundation
for intelligent robots’ autonomous decision-making and actions. Based on perception type,
intelligent robot perception technology can be categorized into visual perception, auditory
perception, tactile perception, force perception and other types.
In various application scenarios, different types of perception technologies serve distinct
roles based on the functional needs of each intelligent robot category. For example, household
service and commercial service robots predominantly utilize visual and auditory perception
technologies to support spatial mapping, path planning, and real-time obstacle detection. As for
collaborative robots operating in industrial settings, they prioritize force perception technology
to ensure safety and operational flexibility during human-robot interactions. Humanoid robots
necessitate multi-modal sensors, encompassing visual, auditory, force, and inertial inputs, to
acquire environmental and self-state information, enabling a holistic environmental
understanding and precise self-state estimation.
Visual perception serves as the “eyes” of intelligent robots, acquiring environmental data
through sensor arrays and leveraging image processing, pattern recognition, and AI algorithms
to detect, locate and understand objects, scenes and motions, ultimately guiding robot behavior
and decision-making. It is the most critical perception system for intelligent robots.
The value chain of intelligent robot visual perception technology mainly consists of
upstream core components, midstream visual perception solutions, and downstream
applications across various scenarios. The visual perception system integrates multi-modal
sensors such as LiDAR, cameras, and ultrasonic radar to capture environmental information.
The system’s performance directly determines the environmental perception ability and
applicable scenarios of the intelligent robot. LiDAR stands out as the highest-precision sensor
among these sensors, offering exceptional anti-interference capabilities and environmental
adaptability for real-time distance measurement and dynamic target tracking. Currently,
LiDAR technology is deployed in over 85% of intelligent robots, with sustained penetration
growth anticipated. At the same time, the supporting software solution is also an indispensable
part of the visual perception system, which determines the processing efficiency of perception
data and the accuracy of decision-making, and constitutes a key link in the visual perception
solution of intelligent robots.
INDUSTRY OVERVIEW
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Value chain of intelligent robot visual perception technology market, 2024
Household service robot
Professional service robot
Upstream: Main Component Midstream: Visual Perception System Downstream: Application
Key Composition1
68.3%
31.7%
Visual perception Others
40.0%
30.0%
30.0%
LiDAR
Transmitter module
Receiving module
Others
25.0%
40.0%
35.0%
Camera
Electronic component
Optical component
Others
Industrial robot
AMR Cobot …
LiDAR
Camera
Others
Ultrasonic
radar
Mechanical
LiDAR
Solid-State
LiDAR
…
RGB
Camera
Structured
light camera …
Millimeter-wave
radar
LiDAR
Camera
Others
Transducer Communication
interface
…
Transmitter
module
Receiving
module
…
Electronic
component
Optical
component …
Robot
vacuum
Robot
lawn mower
…
Food delivery
robot
Cleaning
robot
…
Breakdown2
The addressable market of
the Company globally
RMB28.5
billion
69.3%
24.7%
6.0%
Household service
Professional service
Industrial
Notes:
1. Key composition of main component and visual perception system only include the hardware.
2. The analysis of main components’ breakdown is based on its monetary proportion taking LiDAR and stereo
vision camera as example. As the addressable market of the Company, the global intelligent robot visual
perception technology market reached RMB28.5 billion in 2024; the breakdown of robotic application is
calculated based on the sales value of robot types.
The global intelligent robot perception technology market is experiencing rapid
expansion, with visual perception technology emerging as the most widely adopted and
highest-penetration modality. According to CIC, the global intelligent robot visual perception
technology market increased from RMB13.6 billion in 2020 to RMB28.5 billion in 2024, and
is projected to continue growing to RMB70.2 billion in 2029, which is the main growth driver
of the overall perception technology market.
Global intelligent robot perception technology market size, in terms of sales revenue,
by perception categories, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
RMB Billion
Visual Perception
CAGR 2020-2024 CAGR 2024-2029E
19.7%20.3%
Others1 20.8%22.2%
Total 20.1%20.9%
19.5 21.7 27.7 32.4
41.7
53.1
68.7
84.8
99.2 104.2
5.9 6.6 8.5 9.9 13.2 17.2 22.7 27.9 32.6 34.013.6 15.1 19.2 22.4 28.5
35.8
46.0
56.9
66.7 70.2
Note: Others mainly include auditory perception, tactile perception, force perception etc.
Source: IFR, Annual Reports, CIC
INDUSTRY OVERVIEW
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Intelligent robot visual perception is technically demanding, requiring precise sensing,
motion capture, target analysis, and real-time image processing to interpret dynamic
environments with low latency and high reliability through tightly integrated algorithms and
hardware. To fit compact robots, such as robot vacuums, the perception stack must be
miniaturized, lightweight, thermally efficient, and low-power. Rapid advances in sensors,
algorithm optimization, and multi-sensor fusion, together with fast downstream product cycles,
drive continual iteration. By fusing inputs from cameras, LiDAR, and millimeter-wave radar
and leveraging closed-loop data feedback, these systems deliver robust perception in complex
conditions while remaining scalable across robot types and scenarios.
Drivers and Trends of Global Intelligent Robot Visual Perception Technology Market
 Synergistic Hardware-Software Breakthroughs. Advancements in AI technologies
have significantly enhanced the dynamic resolution accuracy of intelligent robot visual
perception systems in complex environments, thereby optimizing motion control and path
planning. Technical optimizations in high-performance image sensors and LiDAR have
met the demands for high efficiency and stable perception across diverse application
scenarios.
 Multi-Modal Perception Collaboration. Visual perception technology in intelligent
robots is evolving from single-modality sensing to multi-modal integration. By
integrating visual data with auditory, tactile, and other sensory inputs, this approach
significantly enhances perception accuracy, decision-making reliability, and operational
flexibility in complex and dynamic environments.
 AGI-Driven Evolution. The continuous development of AGI is enabling intelligent
robots to transition from performing routine tasks to understanding complex semantics
and adapting to unstructured environments. Visual perception technology, as the starting
point of the cognitive loop in intelligent robots, is evolving from basic data collection to
advanced information integration and intelligent decision-making.
 Heightened Robotic Intelligence Brings Higher Requirements. As robots continue to
advance in intelligence, visual perception is required to meet increasingly stringent
demands for environmental understanding, object recognition and dynamic adaptability.
For example, in household service robots such as robot vacuums, visual perception is
increasingly essential for identifying furniture, cables, and small household items,
distinguishing between floor types (such as carpet and hardwood), and dynamically
adjusting cleaning routes to avoid entanglement or collisions.
 Rapid and Large-Scale Application of Intelligent Robots across Various Fields. In
2024, the shipment volume of intelligent robots exceeded 27.0 million units. With the
widespread adoption of intelligent robots across manufacturing, logistics, medical,
security, home and other sectors, end-market market demand is rising rapidly, propelling
the industry into a phase of large-scale deployment. The visual perception system has
become the core support for the performance enhancement and application expansion of
intelligent robots.
Competitive Landscape
The global intelligent robot visual perception technology market is highly competitive.
According to CIC, the top five intelligent robot visual perception technology companies
accounted for approximately 6.2% of the market share in 2024. Regarding application
scenarios, household service robots impose more stringent requirements on visual perception
technology concerning product innovation, usability, and cost-effectiveness. Consequently,
leading visual perception technology providers for household service robots are typically
established firms with extensive experience in this field, long-term partnerships, and
substantial supply volumes. In professional and industrial scenarios, the requirements for robot
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perception technology are more varied. Therefore, companies that specialize in professional
services and industrial robots typically offer a more comprehensive portfolio of perception
products to address the varied demands of different application settings.
Based on the differences in roles and capabilities in the industrial chain, intelligent robot
visual perception technology companies can be divided into two categories.
 Intelligent robot visual perception solution providers: These companies are
positioned in the upstream of the intelligent robot industry chain, focusing on the
development, production and sales of perception components and technologies such
as sensors and visual algorithm modules, providing technical support to downstream
intelligent robotics companies.
 Intelligent robotics company focusing on visual perception technology: These
companies possess the capability to design and develop complete intelligent robots,
while also externalizing their leading visual perception technologies to empower
stakeholders across the industry ecosystem.
In terms of relevant revenue in 2024, the Company is the world’s largest intelligent
robotics company focusing on visual perception technology, according to CIC.
Scenario Coverage2Product Coverage1
Company
OthersIndustrial
Setting
Professional
Service
Household
Service
Algorithm
ModuleOther SensorsCamerasLiDAR
√√√√√√√√The Company
√√√√√√Company A
√√√√√√Company B
√√√√√Company C
√√√√√√Company D
Company
Market
Share,
%, 2024
Company Category Capability of Complete
Intelligent Robot3
The Company 444 1.6% Intelligent robotics company focusing
on visual perception technology ✔
Company A4 430 1.5% Intelligent robot visual perception solution
providers
Company B5 400 1.4% Intelligent robot visual perception solution
providers
Company C6 300 1.1% Intelligent robot visual perception solution
providers
Company D7 175 0.6% Intelligent robotics company focusing on
visual perception technology ✔
The Sales Revenue of
Intelligent Robot Visual
Perception Solutions,
RMB Million, 2024
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Notes:
(1) Product Coverage: Intelligent robot visual perception products include LiDAR, cameras, other sensors such as
millimeter-wave radar and ultrasonic radar, and algorithm modules. Product coverage is assessed based on
whether a company offers all four types.
(2) Scenario Coverage: Application scenarios for intelligent robot visual perception products can be broadly
divided into household service, professional service, industrial setting and others (including healthcare and
education). Scenario coverage is evaluated based on whether a company’s offerings span all of these use cases.
(3) Capability of Complete Intelligent Robot: The capability of complete intelligent robot refers to the company
has the ability to design and develop complete intelligent robots.
(4) Company A: A privately owned company, founded in 2014 and headquartered in China, majored in intelligent
robot visual perception technology, providing LiDAR to intelligent robotics companies.
(5) Company B: A privately owned company, founded in 1946 and headquartered in Germany, majored in
sensor-based applications in the industrial sector, providing a wide range of sensor products for intelligent
robotics companies.
(6) Company C: A privately owned company, founded in 2016 and headquartered in China, majored in intelligent
robot visual perception technology, providing LiDAR to companies in the intelligent robot and automotive
industry.
(7) Company D: A Hong Kong Stock Exchange listed company, founded in 2014 and headquartered in China,
majored in intelligent robot visual perception technology, providing LiDAR and cameras to companies in the
intelligent robot and automotive industry.
Source: Annual reports, Expert Interview, CIC
Entry Barriers and Key Success Factors
 Technical Barriers. The development of visual perception technologies for intelligent
robots is characterized by rapid iteration and high integration, encompassing multiple
disciplines such as sensor hardware, AI algorithms, and embedded systems. The R&D
cycle for such technologies is long, and the engineering implementation is challenging.
Leading companies have established a robust competitive edge with their extensive patent
portfolio, systematic R&D capabilities and advantages in R&D investment.
 Product Comprehensiveness. Visual perception systems for intelligent robots often need
to construct system-level solutions covering perception, decision-making and control for
multiple scenarios, involving long-term data accumulation, module adaptation and supply
chain coordination. It is challenging for new entrants to build a product matrix with
generality, stability, and in-depth scenario coverage in the short term.
 Scenario Implementation Capability. Visual perception technologies for intelligent
robots heavily rely on verification and continuous optimization in complex and diverse
real-world scenarios, with scenario implementation capability becoming a core
competitive factor. Leading player have built strong system delivery and application
implementation capabilities.
 Economies of Scale. Leading enterprises achieve full-chain cost control and resource
integration through large-scale mass production. New entrants, limited by their initial
investment scale, encounter sunk cost pressures in procurement and R&D, while also
lacking supply chain bargaining power and production expertise.
Analysis of Major Components and Materials
Visual perception technology solutions primarily consist of electronic components,
optical components, and structural components. Among these, electronic components,
including chips, serve as the core for signal processing, and their performance and cost hold
significant importance within visual perception systems. The performance of optical
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components dictates the quality of imaging. Structural components include enclosures,
brackets, and connectors also take a critical role in ensuring the mechanical integrity and
precise alignment of the entire system.
In recent years, the price of key components has shown a downward trend, primarily
driven by the maturation and domestic production of the semiconductor industry, continuous
advancements in and broader application of sensor and laser technologies, and cost control
through automation and economies of scale. The following charts illustrate the average
per-product cost of chipsets, optical components, and structural components.
Average per-product cost
of chipset
Average per-product cost
of optical component
Average per-product cost
of structural component
0
10
20
2023 2024 2025E2022 2027E 2028E 2029E 2026E
ChipsetRMB
CAGR 2022-2024 CAGR 2024-2029E
-10.0% -4.0%
0
10
20
2023 2024 2025E2022 2027E 2028E 2029E 2026E
Optical componentRMB
CAGR 2022-2024 CAGR 2024-2029E
-12.5% -5.5%
4
5
6
7
2023 2024 2025E2022 2027E 2028E 2029E 2026E
Structural componentRMB
CAGR 2022-2024 CAGR 2024-2029E
-2.9% -2.6%
ANALYSIS OF GLOBAL INTELLIGENT ROBOT LA WN MOWER MARKET
Robot Lawn Mowers Undergone Continuous Evolution
In 2024, there are approximately 250.0 million residential yards worldwide, with
households performing lawn mowing tasks 2-3 times per month on average. As a critical tool
for yard maintenance, lawn mowing machinery constitutes an essential consumer demand for
these households. Traditional push/ride-on mowers rely heavily on manual operation, while
robot lawn mower autonomously complete grass-cutting tasks, liberating household members
while enhancing mowing efficiency and trim quality.
The development of robot lawn mower can be traced through two key phases. The
traditional robot lawn mower was invented in 1995 and achieved automation of mowing
operations. However, early models adopted random collision navigation technology which
suffered from high installation difficulty, low path-planning efficiency, prolonged operation
times, and potential excessive wheel rolling damage to lawns. In 2021, the global lawn mowing
machinery industry witnessed a new round of technological breakthroughs. The intelligent
robot lawn mower, which integrates a multi-sensor fusion system and advanced intelligence
algorithms, has acquired capabilities in autonomous mapping, global positioning, and
autonomous path planning, significantly enhancing the efficiency of lawn mowing work.
Intelligent Robot Lawn Mowers Demonstrate Advanced Capabilities
The intelligent features of intelligent robot lawn mowers are first reflected in their ability
to independently construct virtual maps and delineate the scope and boundaries of lawn
mowing operations. Meanwhile, they can achieve precise positioning in unstructured outdoor
scenes and identify complex elements such as terrain undulations, vegetation distribution,
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static obstacles and dynamic moving targets. With advanced perception capabilities and
intelligent algorithms, these intelligent robot lawn mowers can continuously optimize their
mowing paths and obstacle avoidance strategies, achieving fully autonomous and efficient
lawn maintenance operations.
There are multidimensional technical challenges for intelligent robot lawn mowers. The
primary challenge is to achieve precise positioning and navigation as well as efficient
recognition and obstacle avoidance, to handle irregular lawns, diverse grass species, strong or
weak lighting conditions, and multi-type obstacles, ensuring stable operation in complex
environments. Additionally, capabilities such as waterproof and weather resistance, blade disc
safety protection, collision protection, and battery endurance are also critical.
Intelligent Robot Lawn Mower Show Strong Growth Potential
In 2024, the global sales volume of intelligent robot lawn mower reached approximately
383.5 thousand units, with a market size of RMB6.1 billion, representing a penetration rate of
less than 2.0% in the global lawn mower machinery market. The penetration rate is expected
to reach 17% in 2029 and the market reaching approximately RMB47.6 billion in the same
year. Based on the global annual demand for approximately 20.0 million lawn mowing
machinery, the total addressable market (TAM) for intelligent robot lawn mower exceeds
RMB300.0 billion when intelligent robot lawn mower completely replace traditional lawn
mowing machinery and traditional robot lawn mower.
Global intelligent robot lawn mower market size, in terms of sales volume,
2022-2029E
2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.1%
Penetration rate of intelligent robot lawn mower, %:
0.8% 1.9% 4.9% 7.9% 11.0% 14.0% 17.0%
150.028.6
383.5
986.3
1,589.0
2,191.8
2,794.5
Thousand Unit
Intelligent Robot Lawn
Mower
CAGR 2022-2024 CAGR 2024-2029E
3,397.3
54.7%266.4%
Notes:
(1) Intelligent robot lawn mower has seen product launches starting from 2021, with large-scale deliveries
commencing in 2022.
(2) The penetration rate of global intelligent robot lawn mower is defined as the sales volume of global intelligent
robot lawn mower expressed as a percentage of global lawn mowing machinery demand.
Source: Expert Interview, CIC
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Key Drivers of Global Intelligent Robot Lawn Mower Market
 Technological Advances Drive Increased Utility. With the continuous evolution of key
technologies such as computer vision, AI algorithms, positioning navigation and battery
energy efficiency, intelligent robot lawn mower are rapidly achieving upgrades, including
more accurate path planning, stronger endurance and smarter obstacle avoidance
behaviors.
 Market Demand Continues to Grow. As the quality of residential life improves and yard
greening becomes more popular, consumer demand for automation, precision, and high
efficiency in lawn mowing operations continues to grow. Intelligent robot lawn mower are
becoming a new trend in home gardening management. The EU’s Directive NOISE
2000/14/EC imposes stringent noise level restrictions on outdoor equipment, including
lawn and garden machinery. In addition, California Assembly Bill No. 1346 mandates a
complete ban, effective from January 1, 2024, on the sale by retailers of newly
manufactured gas-powered outdoor equipment, including lawn mowers. Under the
guidance of such regulations, intelligent robot lawn mower is gaining popularity due to
their environmental advantages such as low noise, zero emission and low energy
consumption, accelerating the substitution of traditional fuel lawn mowing equipment.
 High Value-added Scenario Expansion. Intelligent robot lawn mower is expanding from
home scenarios to specialized and large-scale applications. For instance, on golf courses,
multiple units can operate collaboratively to manage large, undulating terrains with
precision-cutting patterns, while in public parks, they can autonomously maintain lawns
during off-peak hours to reduce disruption to visitors.
 Increasing Significance of User-Friendly and Convenient Design. The market is
placing greater emphasis on usability and convenience in design. Manufacturers of
intelligent robotic lawn mowers are advancing their products towards a “plug-and-play”
model, which offers users a seamless and enjoyable experience, encouraging more people
to invest in the products.
Competitive Landscape
The global intelligent robot lawn mower market is still in an early stage of development,
with a competitive landscape that remains fluid and lacks a clearly defined structure. The top
five players accounted for over 75% of total sales volume in 2024. While the market is
currently dominated by a few established brands, technological innovation and increasing
demand for smart, autonomous lawn care are creating room for emerging players to
differentiate through more cutting-edge features. The following table presents the competitive
landscape of global intelligent robot lawn mowers market, in terms of sales volume in 2024.
Company The sales volume of intelligent robot lawn mowers,
thousand units, 2024 Market Share, %, 2024
Company E1 ~100 26.1%
Company F2 ~80 20.9%
Company G3 ~45 11.7%
Company H4 ~40 10.4%
Company I5 ~30 7.8%
Subtotal of Top 5 Players ~295 76.9%
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Notes:
1. Company E: A Shanghai Stock Exchange listed company, founded in 2012 and headquartered in Beijing,
majored in shared electric scooters, electric bicycles, powered mobility vehicles, and personal robotics.
2. Company F: A privately owned company, founded in 2016 and headquartered in Shenzhen, majored in mobile
robot chassis manufacturing and mobile robotic system solutions
3. Company G: A privately owned company, founded in 1994 and headquartered in Suzhou, majored in
professional power tools, household power tools, garden tools, service robots, and related home products.
4. Company H: A Shanghai Stock Exchange listed company, founded in 1998 and headquartered in Suzhou,
majored in service robots and high-end intelligent appliances.
5. Company I: A privately owned company, founded in 2017 and headquartered in Suzhou, majored in high-end
consumer electronics and intelligent manufacturing.
The following table presents the comparative analysis on intelligent robot lawn mowers
between different companies.
Comparative analysis on intelligent robot lawn mowers
Company1 Retail Selling Price, USD Coverage area2, M2 Cutting Width3, mm Cutting Height 4, mm Max. Slope 5, %
The Company ~1,600 USD 3,600m2 200mm 30-70mm 45%
Company E ~1,500 USD 960m2 180mm 20-60mm 30%
Company F ~1,800 USD ~2,800m2 320mm 30-100mm 45%
Company G ~2,000 USD 2,000m2 220mm 30-70mm 45%
Company H ~2,000 USD ~2,500m2 ~330mm ~30-~90mm 50%
Company I ~1,800 USD 600m2 200mm 30-~60mm 40%
Notes:
1. The latest model priced between USD 1,500 and USD 2,000 is selected for each peer to ensure meaningful
comparison.
2. Coverage area refers to the maximum lawn size that the robotic mower is designed to manage, typically based
on multiple charging cycles within regular operation.
3. Cutting width refers to the width of the lawn that the mower’s blades can cut in a single pass. A larger value
means the mower covers more ground at once, improving efficiency.
4. Cutting height refers to the adjustable range of grass height that the mower can trim. A larger value indicates
the mower can cut the grass to a higher level, offering greater flexibility for different lawn types and user
preferences.
5. Max. slope refers to the steepest gradient (in percentage) on which the robotic mower can operate safely. For
reference, 100% slope = 45° angle.
Entry Barriers
 Technological and Integration Barriers . Intelligent robot lawn mowers require
advanced perception capabilities and path planning algorithms to operate effectively in
complex and irregular outdoor environments. High demands on visual perception and
localization algorithms create a significant technical barrier. Furthermore, they require
the integration of multiple sensor systems, cutting mechanisms, and control modules.
Manufacturers must possess complete robot design capabilities, embedded system
development expertise, and rigorous reliability testing procedures. Effective coordination
between hardware and algorithms is critical to product performance.
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 Manufacturing and Supply Chain Barriers . As a multi-category, mass-market
consumer product, intelligent robot lawn mowers demand high consistency in delivery
and strict cost control. Companies with in-house production capabilities or access to
mature OEM resources, robust supply chain networks, and established quality
management systems are better positioned to compete effectively.
 Certification and Compliance Barriers . Stringent safety and environmental regulations
apply to international markets, including battery safety, blade protection, and noise limits.
For instance, the EU Battery Regulation mandates a 95% battery recycling rate for robot
lawn mowers by 2027. Compliance with diverse national standards, covering privacy,
noise, and environmental directives, requires substantial investment and extended
certification timelines, creating a formidable entry barrier.
 Channel and Marketing Barriers . Channel barriers enable companies to secure core
distribution networks and end-customer resources. The integrated online and offline
marketing system enhances market awareness and customer loyalty, providing a solid
foundation for the large-scale adoption and long-term commercial success of intelligent
robot lawn mowers.
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Our business has been and will continue to be governed by relevant Chinese laws and
regulations, which were promulgated and implemented by Chinese government authorities,
including national and local laws and regulations. A summary of the main regulatory and legal
requirements currently related to our Company’s business is set out in this section. As relevant
Chinese laws and regulations are evolving, it is difficult for us to predict the impact of such
changes on our business and the additional compliance costs.
LA WS AND REGULATIONS ON OVERSEAS LISTING
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies
On February 17, 2023, with the approval of the State Council, the China Securities
Regulatory Commission (the “ CSRC ”) promulgated the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies (the “ Trial Administrative
Measures ”) and five supporting guidelines, which became effective on March 31, 2023. The
Trial Administrative Measures have comprehensively reformed the regulatory system for the
direct or indirect overseas securities offering and listing by PRC domestic companies into a
filing system.
Pursuant to the Trial Administrative Measures, (i) PRC domestic companies that directly
or indirectly issue securities outside China, or list and trade their securities overseas, shall file
with the CSRC and submit relevant materials; Domestic companies that fail to complete the
filing procedures or whose filing materials contain false records, misleading statements or
material omissions may be subject to administrative penalties such as orders to rectify,
warnings or fines. The controlling shareholders, actual controllers, directly responsible liable
persons-in-charge and other directly responsible persons of PRC domestic companies who
instigated the aforementioned illegal acts or enabled the aforementioned illegal acts by
concealing relevant matters, may also be subject to administrative penalties such as warnings
and fines; and (ii) Domestic joint stock limited companies shall submit a report to CSRC within
three working days after submitting the application for overseas listing. Where PRC domestic
companies fail to complete the filing procedures in accordance with the Trial Administrative
Measures, the CSRC shall issue correction orders and warnings, and impose a fine of between
RMB1 million and RMB10 million.
Furthermore, overseas offering and listing by domestic companies shall comply with
applicable Chinese laws, administrative regulations and related provisions concerning foreign
investment, state-owned asset management, industry regulation and outbound investment.
Overseas offering and listing activities shall not disrupt domestic market order, harm national
interests or public interests, or impair the lawful rights and interests of domestic investors.
Moreover, upon the occurrence of any of the material events specified below after an
issuer has offered and listed securities in an overseas market, the issuer shall submit a report
thereof to CSRC within 3 working days after the occurrence and public disclosure of the event:
(i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory
agencies or other relevant competent authorities; (iii) change of listing status or transfer of
listing segment; (iv) voluntary or mandatory delisting. Where an issuer’s main business
undergoes material changes after overseas offering and listing, and is therefore beyond the
scope of business stated in the filing documents, such issuer shall submit to the CSRC an ad
hoc report and a relevant legal opinion issued by a domestic law firm within 3 working days
after the occurrence of the changes.
To enhance confidentiality and archives administration of overseas securities issuance
and listing by domestic companies, the CSRC, the Ministry of Finance of the People’s Republic
of China (the “ MOF”), the National Administration of State Secrets Protection and the
National Archives Administration of China have amended relevant regulations. On March 31,
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2023, the Provisions on Strengthening the Confidentiality and Archives Administration of
Overseas Securities Issuance and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮
) (Announcement [2023] No. 44 of the
CSRC, the MOF, the National Administration of State Secrets Protection and the National
Archives Administration of China) (the “ Confidentiality Provisions” ) came into effect. The
Confidentiality Provisions apply to domestic joint stock companies that directly offer and list
their securities overseas and domestic operating entities of companies that indirectly offer and
list their securities overseas. The Confidentiality Provisions outline procedural requirements,
clarify the confidentiality obligations and accounting archives management of enterprises, and
are consistent with the Trial Administrative Measures. Under the Confidentiality Provisions,
where a domestic enterprise provides or publicly discloses to the relevant securities companies,
securities service institutions, overseas regulatory authorities and other entities and
individuals, or provides or publicly discloses through its overseas listing subjects, documents
and materials involving state secrets and working secrets of state organs, it shall report the
same to the competent department with the examination and approval authority for approval in
accordance with the law, and submit the same to the confidentiality administration department
of the same level for filing. Domestic companies providing accounting archives or copies
thereof to entities and individuals concerned such as securities companies, securities service
institutions and overseas regulatory authorities shall perform the corresponding procedures
according to the relevant provisions of the State.
REGULATIONS ON THE FULL CIRCULATION OF H SHARES
“Full Circulation ” represents listing and circulating on the Stock Exchange of the
domestic unlisted shares of H-share companies, including unlisted domestic shares held by
domestic shareholders prior to overseas listing, unlisted domestic shares additionally issued
after overseas listing and unlisted shares held by foreign shareholders. On November 14, 2019,
the CSRC announced the Guidelines for the “Full Circulation” Program for Domestic Unlisted
Shares of H-share Companies ( Hˏ) (the
“Guidelines for the Full Circulation ”), which were amended on August 10, 2023. The
Guidelines for the Full Circulation allow certain qualified H-share companies and H-share
companies intended for listing to apply to the CSRC for full circulation.
Pursuant to the Guidelines for the Full Circulation and the Trial Administrative Measures,
shareholders of domestic unlisted shares may determine by themselves through consultation
the amount and proportion of shares, for which an application will be filed for circulation,
provided that the requirements laid down in the relevant laws and regulations and set out in the
policies for state-owned asset administration, foreign investment, industry regulation and the
regulations of the CSRC are met, and the corresponding H-share company may be entrusted to
file with the CSRC for full circulation. Unlisted domestic joint stock companies may file with
the CSRC for full circulation simultaneously when applying for their overseas initial public
offering and listing.
On December 31, 2019, China Securities Depository and Clearing Corporation Limited
and Shenzhen Stock Exchange jointly announced the Implementing Rules for the “Full
Circulation” Program for H Shares ( H) (the “ Implementing
Rules ”). The businesses in relation to the “Full Circulation” program for H shares, such as
cross-border transfer registration, maintenance of deposit and holding details, transaction
entrustment and instruction transmission, settlement, management of settlement participants,
services of nominal holders, etc. are subject to the Measures for Implementation.
In September 2024, Shenzhen Branch of China Securities Depository and Clearing
Corporation Limited also promulgated the Guidelines for the “Full Circulation” Program for H
Shares by the Shenzhen Branch of China Securities Depository and Clearing Corporation
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Limited (ப΂ʮ̡ଉέʱʮ̡H) (the
“Guidelines for the Program ”) to specify the relevant escrow, custody, agent service,
arrangement for settlement and delivery, risk management measures and other relevant matters.
REGULATIONS AND POLICIES RELATING TO THE MANUFACTURING INDUSTRY
OF ELECTRONIC COMPONENTS AND SPECIALIZED ELECTRONIC MATERIALS
AS WELL AS THE INTELLIGENT CONSUMER DEVICES
Regulations and Industry Development Policies Relating to the Manufacturing Industry
of Electronic Components and Specialized Electronic Materials
The National Development and Reform Commission (the “ NDRC ”) released the Catalog
for Guiding Industrial Structure Adjustment (2024 V ersion)(ኬͦ፽(2024 ϋ
͉)) on December 27, 2023, which became effective from February 1, 2024. The catalog lists
products such as robots and integrated systems, sensors, etc. as encouraged development
products, aiming to continuously enhance the core competitiveness of the manufacturing
industry, promote quality improvement and brand building, and continuously drive the industry
to leap toward mid-to-high-end levels, with intelligent manufacturing as the primary focus to
advance industrial technological transformation and optimization and upgrading, accelerate the
promotion and application of new intelligent manufacturing technologies, and facilitate the
shift in the industrial model of the manufacturing sector.
On January 3, 2023, the MIIT, the Ministry of Education of the People’s Republic of
China, the Ministry of Science and Technology, the People’s Bank of China, the National
Administration of Financial Regulation (formerly the China Banking and Insurance Regulatory
Commission), and the National Energy Administration jointly issued the Guiding Opinions on
Promoting the Development of the Energy Electronics Industry (࢝
ኬจԈ), which aims to promote intelligent manufacturing as well as operation and
maintenance management in the energy electronics industry, enhance the supply capacity of
key information technology products in energy electronics, including miniaturized, low-power,
integrated and highly sensitive sensing components, high-end sensors with multi-dimensional
data collection capabilities, new MEMS sensors and intelligent sensors, and miniaturized and
intelligent electroacoustic devices and image sensors.
Regulations and Industry Development Policies Relating to the Manufacturing Industry
of Intelligent Consumer Devices
On March 12, 2021, the National People’s Congress issued the Outline of the 14th
Five-Y ear Plan for National Economic and Social Development of the People’s Republic of
China and Long-Range Objectives Through the Y ear 2035 (ึ
ʞϋ஝ྌձ2035), pursuant to which, the State actively
promotes the optimization and upgrading of the manufacturing industry, supports the in-depth
implementation of intelligent manufacturing and green manufacturing projects, develops new
models of service-oriented manufacturing, and promotes the high-end, intelligent and green
development of the manufacturing industry, and cultivate the innovative development of
advanced manufacturing clusters including robots.
On December 10, 2019, the State Administration for Market Regulation and the
Standardization Administration of China issued Functional Safety Assessment of Service
Robots (ਕዚኜɛ̌ঐτΌ൙П) (GB/T 38260-2019) (implemented on July 1, 2020).
This standard specifies the functional safety assessment requirements and procedures for
service robot control systems, hazard identification and risk assessment, functional safety
management, safety-related control function standardization requirements, safety-related
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control system requirements, safety-related control system design and integration, as well as its
inspection and validation. It also covers the characteristics of risks directly caused by service
robots themselves or a group of robots working collaboratively. At the same time, this standard
establishes functional safety content related to reducing the risks of personal injury or property
damage caused by direct proximity to or direct use of service robots. It applies to the functional
safety of service-robot-related control systems used individually and/or in combination, and to
the functional safety assessment of service robot groups working collaboratively.
Regulations and Industry Development Policies Relating to Artificial Intelligence Security
Risk Control
On September 9, 2024, the National Technical Committee on Cybersecurity of SAC ( Ό
ึ) issued the AI Safety Governance Framework ( ɛʈ౽ঐτΌ
). This framework provides that to effectively mitigate security risks across the
entire AI system lifecycle including spanning design, R&D, training, testing, deployment,
usage, and maintenance phases, all market participants such as model algorithm developers,
service providers, and system users must implement appropriate technical measures covering
training data, computing infrastructure, model algorithms, products, services, application
scenarios and other applicable key aspects. Meanwhile, the framework outlines a
comprehensive governance system requiring collaborative involvement of diverse entities
including R&D institutions, service providers, end-users, government agencies, industry
associations, civil society organizations and etc.
REGULATIONS ON OVERSEAS INVESTMENT
The Administrative Measures for Overseas Investment () was
promulgated by the MOFCOM on September 6, 2014, and became effective on October 6,
2014. As defined by the Administrative Measures for Overseas Investment, overseas
investment means that the enterprises legally incorporated in the PRC own the non-financial
enterprises or obtain the ownership, control and operation management rights of the existing
non-financial enterprises in foreign countries through incorporation, merger and acquisition
and other means. If the overseas investments involve sensitive countries and regions or
sensitive industries, they shall be subject to the approval of competent authorities. Other
overseas investments shall be subject to filing administration. Local enterprises shall be filed
with the provincial commercial administration authorities where they are located. The qualified
enterprises will be put into record and granted with Overseas Investment Certificate for
Enterprise by the relevant provincial commercial administration authorities.
The Administrative Measures for Overseas Investment by Enterprises ( Άุྤ̮ҳ༟၍
) was promulgated by the NDRC on December 26, 2017, and became effective on
March 1, 2018. As defined by the measures, overseas investment means any investment activity
in which a domestic enterprise of the PRC obtains overseas ownership, control, operation and
management rights and other relevant interests directly or through its controlled overseas
enterprise by way of contributing asset, interest or providing financing and guarantee. To
conduct overseas investment requires going through certain procedures, such as approval and
record-filing of overseas investment projects, reporting relevant materials and cooperating with
supervision and inspection, etc. The aforesaid approval procedure applies to investment to
sensitive projects carried out by a domestic enterprise directly or through any overseas
enterprises under its control. The record-filing procedure applies to investment to non-sensitive
projects conducted directly by a domestic enterprise, which involve direct investment of assets,
equity, or the provision of financing or guarantee. On January 31, 2018, the NDRC issued the
Catalog of Sensitive Overseas Investment Industry (2018 V ersion) ( ྤ̮ҳ༟ઽชБุͦ፽
(2018و)), which became effective from March 1, 2018, detailing the current sensitive
industries.
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LA WS AND REGULATIONS ON IMPORT AND EXPORT MANAGEMENT
Foreign Trade
Pursuant to the Foreign Trade Law of the PRC ()
(“Foreign Trade Law ”) promulgated by the SCNPC on May 12, 1994, and last amended on
December 30, 2022, since December 30, 2022, no registration of foreign trade operators is
required. The PRC government allows the free import and export of goods and technologies
unless otherwise provided by laws and administrative regulations. Before December 30, 2022,
according to the pre-amendment Foreign Trade Law, a foreign trade operator who is engaged
in the import and export of goods or technologies shall process the filing and registration with
the foreign trade authority under the State Council or its entrusted agencies, unless otherwise
provided by the laws, administrative regulations and requirements of the foreign trade
authority under the State Council. Where a foreign trade operator fails to do so, the customs
shall not handle the formalities for declaration and clearance of the goods imported or exported
by the operator.
Pursuant to the Regulations of the People’s Republic of China on the Administration of
the Import and Export of Goods (ආ̈ɹ၍ଣૢԷ) (the “ Regulation
on the Administration of the Import and Export of Goods ”) promulgated by the State
Council on December 10, 2001 and became effective on January 1, 2002, amended on March
10, 2024, and became effective on May 1, 2024, enterprises engaged in the import of goods to
the customs territory of the People’s Republic of China or export of goods from the customs
territory of the People’s Republic of China, shall comply with the Regulation on the
Administration of the Import and Export of Goods. China implements a unified management
system for the import and export of goods, allows the free import and export of goods and
maintains fairness and order in the import and export of goods according to the laws. Unless
it is clearly provided by laws or administrative regulations to forbid or restrict the import or
export of goods, no entity or individual may establish or maintain prohibitive or restrictive
measures over the import or export of goods.
Customs Law
Pursuant to the Customs Law of the PRC (), which was
promulgated by the SCNPC on January 22, 1987, last amended on April 29, 2021, and became
effective on the same date, the customs of the PRC is the State’s entry and exit customs
supervision and administration authority.
Pursuant to the Administrative Provisions of the PRC on the Filing of Customs
Declaration Entities () promulgated by the
General Administration of Customs of the PRC on November 19, 2021, and became effective
on January 1, 2022, customs declaration entities refer to the consignees or consignors of
imported or exported goods, or customs declaration enterprises that have been filed with the
customs. Consignees or consignors of imported or exported goods, or customs declaration
enterprises apply for filing shall obtain the qualification of market entities.
LA WS AND REGULATIONS ON PRODUCT QUALITY AND INFRINGEMENT
LIABILITY
Product Quality
Pursuant to the Product Quality Law of the PRC ()
promulgated by the SCNPC on February 22, 1993, and amended on July 8, 2000, August 27,
2009, and December 29, 2018, respectively, the market supervision and administration
department of the State Council shall be responsible for the supervision of product quality
across the country. Manufacturers and sellers shall establish an internal product quality
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management system and strictly implement post-quality specifications. Relevant departments
of the State Council shall be responsible for the supervision of product quality within their
respective scope of duties. The market supervision and administration departments at the
county level and above shall be responsible for the supervision of product quality within their
own administrative jurisdictions. The relevant departments of the local people’s governments
at the county level and above shall be responsible for the supervision of product quality within
their respective scope of duties.
Infringement Liability
Pursuant to the Civil Code of the People’s Republic of China (ج
Պ) (the “ Civil Code ”) promulgated by the National People’s Congress on May 28, 2020, and
came into effect on January 1, 2021, where a defect is discovered in a product after it has been
put into circulation, the producer or seller shall promptly take remedial measures such as
ceasing sales, issuing warnings and initiating recalls. Where damage is caused by defects in the
product, the infringed party may request compensation from either the producer or the seller
of the product. Where the defect of the product is caused by the fault of the seller, the producer
shall have the right to seek recourse from the seller after making compensation. In cases where
a producer or seller knowingly produces or sells defective products or fails to take effective
remedial measures in a timely manner, thereby causing death or serious damage to the health
of others, the infringed party shall have the right to claim corresponding punitive damages in
addition to compensation for losses.
LA WS AND REGULATIONS ON CYBERSECURITY, PERSONAL INFORMATION
PROTECTION AND DATA SECURITY
Regulations on Cybersecurity
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕ
) (the “ Cybersecurity Law ”), which took into effect on June 1,
2017. The Cybersecurity Law requires a network operator, including Internet information
services providers among others, to adopt technical measures and other necessary measures in
accordance with applicable laws and regulations as well as compulsory national standards to
safeguard the safety and stability of network operations, effectively respond to network
security incidents, prevent illegal and criminal activities, and maintain the integrity,
confidentiality and availability of network data. The Cybersecurity Law emphasizes that any
individuals and organizations that use networks must not endanger network security or use
networks to engage in unlawful activities such as those endangering national security,
economic order and social order or infringing the reputation, privacy, intellectual property
rights and other lawful rights and interests of others. The Cybersecurity Law has also specified
the responsibility for personal information protection. Any violation of the provisions and
requirements under the Cybersecurity Law may subject a network operator to warnings,
confiscation of illegal gains, fines, revocation of business permits or licenses, close-down of
websites or even criminal liabilities.
On July 30, 2021, the State Council promulgated the Regulations for Security Protection
of Critical Information Infrastructure (ᚐૢԷ) (the “ Security
Protection Regulations ”) which came into effect on September 1, 2021. Pursuant to the
Security Protection Regulations, critical information infrastructure refers to important network
infrastructure and information systems in public telecommunications, information services,
energy sources, transportation and other critical industries and domains, in which any
destruction or data leakage will have a severe impact on national security, the nation’s welfare,
the people’s living and public interests. The Security Protection Regulations provide a series
of specific cybersecurity requirements for the responsibilities and obligations of the critical
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information infrastructure operator (the “ CIIO ”). Further, according to Security Protection
Regulations, the competent authorities and regulatory departments of critical industries and
sectors shall organize the identification of critical information infrastructure within their
respective industries/sectors under the identification rules, promptly notify the operators of
such identification results, and report to the Ministry of Public Security under the State
Council.
On December 28, 2021, 13 ministries and commissions including the Cyberspace
Administration of China (the “ CAC”) issued the revised Measures for Cybersecurity Review
() (the “ Revised Cybersecurity Review Measures” ), which came into
effect on February 15, 2022. According to the Revised Cybersecurity Review Measures, CIIO
purchasing network products and services, network platform operators possessing personal
information of more than 1 million users that seek for listing in a foreign country or the
network platform operators which engage in data processing activities that affect or may affect
national security may be obliged to apply for a cybersecurity review by the Cybersecurity
Review Office. Furthermore, on April 27, 2025, the Company had a telephone consultation
with the China Cybersecurity Review Certification and Market Surveillance Big Data Center
(the Cybersecurity Review Office is established within the Cyberspace Administration of
China, with specific operations delegated to the China Cybersecurity Review Certification and
Market Surveillance Big Data Center) regarding whether its proposed listing in Hong Kong
would trigger a cybersecurity review. According to the Center’s response, the Company is not
required to actively declare a cybersecurity review for its listing in Hong Kong. As the Revised
Cybersecurity Review Measures do not further define “affect or may affect national security”,
based on the definition of national security under the National Security Law of the PRC ( ʕ
) and the seven key national security risk factors listed in Article
10 of the Revised Cybersecurity Review Measures that should be prioritized for assessment in
cybersecurity reviews, the Company may assess whether it is involved in any activities that
may pose national security risks from the following five aspects: (1) Whether it has
implemented comprehensive data collection, storage and protection procedures; (2) Whether
any data leakage or violations of data protection and privacy laws and regulations have
occurred that materially and adversely affected its business operations; (3) Whether it has been
subject to any significant investigations, inquiries or sanctions by the CAC, the CSRC or any
other relevant regulatory authority relating to cybersecurity, data privacy or cybersecurity
review; (4) Whether it has been notified by any authority of being designated as a CIIO; (5)
Whether the Company will come under the control of any foreign government after the listing.
Given the Company’s management of data processing activities and the fact that it has neither
been designated as a CIIO by competent authorities nor deemed by regulators to have data
processing activities that affect or may affect national security, the Company is not required to
declare a cybersecurity review.
Regulations on Personal Information Protection and Data Security
On June 10, 2021, the SCNPC issued the Data Security Law of the PRC ( ʕശɛ͏΍
) (the “ Data Security Law ”), which came into effect on September 1, 2021.
The Data Security Law stipulates to establishment of a data classification and hierarchical
protection system based on the importance of data in economic and social development, as well
as the degree of harm it will cause to national security, public interests or legitimate rights and
interests of individuals or organizations when such data is tampered with, destroyed, leaked,
or illegally acquired or used. The “important data” determined by the competent government
authorities should be strengthened in protection. The data relating to safeguarding national
security and interests and the performance of international obligations shall be subject to
export control of China. In addition, the Data Security Law provides that important data
processors shall appoint a data security officer and establish a management department to take
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charge of data security protection, and such processors shall evaluate the risk of their data
activities periodically and file assessment reports with the relevant competent authorities. Any
violation of the Data Security Law may subject relevant entities or individuals to orders to
rectify, warnings, fines, suspension of business, revocation of relevant business permits or
licenses or even criminal liabilities.
On December 8, 2022, the MIIT issued the Measures for Data Security Administration in
the Industry and Information Technology Field (Trial Implementation) (ʷჯਹᅰ
ج(༊Б)) (the “ Measures for Data Security Administration ”), which took
effect on January 1, 2023. In accordance with the Measures for Data Security Administration,
data processors in the industrial and information technology fields shall bear the primary
responsibility for the security of data processing activities, implement hierarchical protection
measures for all types of data, and implement the protection with the highest level of
requirement if different levels of data are processed at the same time and it is difficult to take
separate protection measures to ensure that the data remains in an effectively protected and
legally utilized state continuously. The Measures for Data Security Administration also impose
certain obligations on data processors in the industrial and information technology fields in
relation to, among others, the implementation of data security systems, data collection, data
storage, data usage, data transmission, provision of data, publicity of data, data destruction,
and emergency response, etc.
On September 24, 2024, the State Council promulgated the Administration Regulations on
Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “ Cyber Data Regulations ”), which
came into effect on January 1, 2025. The Cyber Data Regulations have further clarified the data
security responsibilities of cyber data processors.
Under the Civil Code, a natural person’s personal information shall be protected by law.
Any organization or individual shall collect the personal information of others in accordance
with the law and ensure the security of such information, shall not illegally collect, use, process
or transmit personal information of others, nor illegally buy or sell, provide or make personal
information public of others. Natural person’s personal information refers to various
information which is recorded in electronic or any other form and used alone or in combination
with other information to recognize the identity of a specific natural person, including the
name, date of birth, ID number and personal biological identification information of the natural
person. The processing of personal information shall be subject to the principle of legitimacy,
rightfulness and necessity, with no excessive processing, and shall comply with the following
conditions: (i) obtain the consent of such natural person or his/her guardian, except as
otherwise provided by laws and administrative regulations; (ii) disclose the rules of processing
information; (iii) clearly express the purposes, means and scope of processing information; and
(iv) not in violation of the provisions of laws, administrative regulations and the agreement
between the two parties.
On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law
of the PRC () (the “ Personal Information Protection
Law”), which became effective as of November 1, 2021. The Personal Information Protection
Law stipulates that personal information processors process personal information shall have a
legal basis, including: (i) where the consent of the individual concerned is obtained; (ii) where
it is necessary for the conclusion or performance of a contract to which the individual is a party,
or for the implementation of human resources management in accordance with the labor rules
and regulations established by law and the collective contract signed in accordance with the
law; (iii) where it is necessary for the performance of legal duties or legal obligations; (iv)
where it is necessary for the response to public health emergencies, or for the protection of the
life, health and property safety of natural persons in an emergency; (v) where such acts as news
reporting, public opinion monitoring and others are implemented for the public interest, and the
processing of personal information is within a reasonable range; (vi) where the personal
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information disclosed by the individual concerned or other personal information that has been
legally disclosed is processed within a reasonable scope in accordance with the provisions of
Personal Information Protection Law; or (vii) other circumstances specified in laws and
administrative regulations. No organization or individual may illegally collect, use, process or
transmit personal information of others, illegally buy or sell, provide or make personal
information public of others, or engage in the processing of personal information that
endangers the national security or public interests. Any violation of the provisions or
requirements of the Personal Information Protection Law may subject the personal information
processors to orders to rectify, warnings, fines, suspension of business, revocation of business
licenses or even criminal liabilities in serious cases.
The Cyber Data Regulations have reiterated and further clarified the requirements for the
protection of personal information and important data, requiring data processors to process
personal information in a legal and compliant manner. The Cyber Data Regulations also put
forward corresponding requirements for cross-border transmission of personal information and
important data, as well as data processing activities carried out by network platform service
providers.
On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound
Data Transfer (), which became effective on September 1, 2022,
clearly stipulating the regulations and procedures for conducting outbound data transfer
security assessment for important data and personal information collected and generated within
the territory of China. On February 22, 2023, the CAC promulgated the Measures on the
Standard Contract for Outbound Transfer of Personal Information (̈ྤᅺ๟ΥΝ፬
), which became effective on June 1, 2023, clearly stipulating that personal information
processors shall meet certain conditions when conducting the outbound transfer of personal
information by entering into standard contracts, and shall file the signed standard contracts
with the local CAC at the provincial level. On March 22, 2024, the CAC promulgated the
Provisions on Promoting and Regulating Cross-Border Data Flows (ݴ
) (the “ Promoting Provisions ”), further adjusting the scope, exemption conditions
and procedures applicable to outbound data transfer security assessment and the filing
mechanism of standard contracts for the outbound transfer of personal information. Until then,
the regulatory mechanism for outbound data transfer in China has basically taken shape.
According to the aforementioned measures and regulations, where a data processor outbound
transfers data, the data processor shall apply to the CAC for outbound data transfer security
assessment through the local CAC at the provincial level when any of the following conditions
are met: (1) a CIIO provides personal information or important data overseas; (2) a data
processor other than a CIIO provides important data overseas, or has provided personal
information of more than 1 million people (excluding sensitive personal information) or more
than 10,000 sensitive personal information overseas since January 1 of the current year, unless
the exemption circumstances stipulated in Articles 3 to 6 of the Promoting Provisions are met.
LA WS AND REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Trademark
Pursuant to the Trademark Law of the PRC () promulgated by
the SCNPC on August 23, 1982, amended on February 22, 1993, October 27, 2001, August 30,
2013, and April 23, 2019, respectively and became effective on November 1, 2019, and the
Implementation Regulation of the Trademark Law of the PRC (݄
ૢԷ) promulgated by the State Council on August 3, 2002, amended on April 29, 2014, and
became effective on May 1, 2014, the Trademark Office of the State Administration for
Industry and Commerce Authority under the State Council is responsible for the registration
and administration of trademarks in China. Registered trademarks are valid for ten years from
the date the registration is approved. When it is necessary to continue using a registered
trademark upon its expiration of the validity period, the trademark registrant shall apply to
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renew a registration within twelve months before the expiration under the regulations. If such
an application cannot be filed within that period, a grace period of six additional months may
be granted. The validity period for each renewal of registration is ten years. Where an applicant
for trademark registration files an application for trademark registration in China within six
months of filing the first application for registering the same trademark for the same goods in
a foreign country, the applicant may have priority under any agreement concluded by and
between the PRC and the foreign country concerned, or with the international treaty to which
both countries are parties, or based on the principle of reciprocity. If an applicant uses a
trademark for the first time on goods displayed at an international exhibition organized or
recognized by the Chinese Government, the applicant may be entitled to priority provided that
it files an application to register the trademark within six months from the date of the
exhibition. The trademark registrant may, by concluding a trademark licensing contract,
authorize other persons to use the registered trademark. The licensor shall supervise the quality
of the goods on which the licensee uses the licensor’s registered trademark, and the licensee
shall guarantee the quality of the goods on which the registered trademark is used.
Patent
Pursuant to the Patent Law of the PRC () promulgated by the
SCNPC on March 12, 1984, and revised on September 4, 1992, August 25, 2000, December 27,
2008, and October 17, 2020, respectively and taking effective on June 1, 2021, and the
Implementing Regulations of the Patent Law of the PRC (୚
) promulgated by the State Council on June 15, 2001, revised on December 28, 2002,
January 9, 2010, and December 11, 2023, respectively, and taking effect on January 20, 2024,
the patent administration department under the State Council is responsible for the patent work
throughout the country, receives and examines patent applications and grants patent rights for
in accordance with law. The Patent Law of the PRC and its implementing regulations stipulate
three types of patents consisting of “invention”, “utility model” and “design.” The duration of
patent rights for inventions shall be twenty years, the duration of patent rights for utility
models shall be ten years, and the duration of patent rights for design shall be fifteen years,
from the date of filing. Meanwhile, for the design patent right that was applied before June 1,
2021, the duration shall be ten years under the Patent Law of the PRC prior to the 2021
amendment.
Copyright and Software Registration
Pursuant to the Copyright Law of the PRC () promulgated
by the SCNPC on September 7, 1990, revised on October 27, 2001, February 26, 2010, and
November 11, 2020, respectively, and taking effect on June 1, 2021, Chinese citizens, legal
entities or other organisations shall, in accordance with this law, enjoy the copyright in their
works, whether published or not. The term “works” includes written works; oral works;
musical, dramatic, Chinese folk art, choreographic and acrobatic works; works of fine arts and
architecture; photographic works; audiovisual works; graphic works such as drawings of
engineering designs and product designs, maps and sketches, and model works; computer
software; and other intellectual achievements that meet the characteristics of the works.
Pursuant to the Implementation Regulations of the Copyright Law of the PRC ( ʕശɛ
ૢԷ) promulgated by the State Council on August 2, 2002, and
effective on September 15, 2002, and last amended on January 30, 2013, and taking into effect
on March 1, 2013, copyright holders enjoy a variety of personal and property rights, including
but not limited to the right of publication, the right of authorship, the right of reproduction, and
the right of communication of information on networks.
Pursuant to the Regulations on Computers Software Protection (ᚐૢ
Է), which were promulgated by the State Council on June 4, 1991, and amended in 2001,
2011 and 2013, respectively, Chinese citizens, legal entities or other organizations are entitled
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to the copyright in the software which they have developed, whether published or not. A
software copyright owner may register with the software registration institution recognized by
the copyright administration department of the State Council. A registration certificate issued
by the software registration institution is preliminary proof of the registered items.
The Measures for the Registration of Computer Software Copyright (ၑዚழ΁ഹЪ
) promulgated by the National Copyright Administration on February 20, 2002,
was included in and amended by the Regulations on Computer Software Protection as amended
by the State Council on January 30, 2013, and taking into effect on March 1, 2013. The
National Copyright Administration takes charge of the administration of software copyright
registration nationwide and accredits the China Copyright Protection Center as the software
registration agency.
Domain Name
Pursuant to the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹ
) promulgated by the MIIT on August 24, 2017, and effective on November 1,
2017, the MIIT supervises and administers domain services nationwide. The domain name
registration shall be conducted by the domain name registration service institutions established
under relevant regulations. The applicant will become the holder of such domain names upon
the completion of the registration.
Trade Secrets
Pursuant to the Anti-Unfair Competition Law of the PRC ( ʕശɛ͏΍ձ਷ˀʔ͍຅ᘩ
) promulgated by the SCNPC in September 1993, as amended on November 4, 2017, and
April 23, 2019, respectively, the term “trade secrets” refers to technical and business
information that is unknown to the public, has commercial value, and is maintained as a secret
by the right holders.
Under the Anti-Unfair Competition Law of the PRC, business operators are prohibited
from infringing others’ trade secret. The parties whose trade secrets are being misappropriated
may petition for administrative corrections, and regulatory authorities may stop any illegal
activities and fine infringing parties.
LA WS AND REGULATIONS ON PROPERTY LEASING
Pursuant to the Urban Real Estate Administration Law of the PRC (۬
), which was promulgated by the SCNPC on July 5, 1994, last amended on
August 26, 2019, and effective on January 1, 2020, for the purpose of leasing of houses, the
lessor and lessee shall sign a written lease contract, prescribing such provisions as the lease
term, use of the house, lease price and repair liabilities, and other rights and obligations of both
parties; and go through registration procedures for record with the real estate administration
department. Pursuant to the Administrative Measures for Commodity House Leasing (ۜ
) which was promulgated by the Ministry of Housing and Urban-Rural
Development of the PRC on December 1, 2010, and came into effect on February 1, 2011, if
the above-mentioned registration is not completed, the competent construction (real estate)
department shall order to make corrections within a prescribed time limit, and If such
corrections are not made within the prescribed time limit, fines may be imposed on both the
lessor and the lessee. Pursuant to the Civil Code, the lessee may sublease the leased premises
to a third party with the consent of the lessor. Where the lessee subleases the premises, the lease
contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the
lease contract if the lessee subleases the premises without the consent of the lessor.
Furthermore, if the ownership of the leased property changes during the lease period, it shall
not affect the validity of the lease contract.
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LA WS AND REGULATIONS ON ENVIRONMENTAL PROTECTION
The Environmental Protection Law of the PRC () (last
amended on April 24, 2014, and effective on January 1, 2015) sets out the powers and
responsibilities of various environmental protection regulatory agencies. The Environmental
Protection Department is authorized to issue national standards for environmental quality and
emissions and supervise the environmental protection plans in China. Meanwhile, local
environmental protection departments may formulate local standards that are stricter than
national standards. In such cases, relevant enterprises must comply with both national and local
standards simultaneously.
Pursuant to the Administration Rules on Environmental Protection of Construction
Projects (ᚐ၍ଣૢԷ) (the “ Construction Projects Environmental
Protection Rules ”) promulgated by the State Council on November 29, 1998, and amended on
July 16, 2017, and other relevant environmental laws and regulations, construction enterprises
shall, before the commencement of construction, prepare or submit an environmental impact
report, environmental impact statement, or environmental impact registration form with
relevant environmental protection administrative authority for approval or filing. Construction
enterprises may entrust a technical entity to conduct an environmental impact assessment of
their construction projects and prepare environmental impact reports and environmental impact
statements on construction projects. If a construction entity has the technical capability of
environmental impact assessment, it may carry out the above activities itself.
Pursuant to the Construction Projects Environmental Protection Rules, upon the
completion of a construction project for which an environmental impact report or
environmental impact statement is formulated, the construction entity shall conduct an
acceptance inspection of the environmental protection facilities under the standards and
procedures stipulated by the environmental protection administrative authorities of the State
Council, formulate the acceptance inspection report, and announce the acceptance inspection
report according to the law except for circumstances where there is a need to keep
confidentiality under the provisions of the State. For a construction project for which an
environmental impact report or environmental impact statement is formulated, where its
supporting environmental protection facilities have not undergone acceptance inspection or do
not pass acceptance inspection, such construction project shall not be put into production or
use.
The Interim Measures for Acceptance of Environmental Protection upon Completion of
Construction Projects () was promulgated and
implemented by the former Ministry of Environmental Protection (now the Ministry of
Ecology and Environment) on November 20, 2017. The Measures regulate the procedures and
standards for independent environmental protection acceptance by construction entities upon
the completion of construction projects.
LA WS AND REGULATION ON PRODUCTION SAFETY
In accordance with relevant construction safety laws and regulations, including the
Production Safety Law of the PRC () (the “ Production Safety
Law”), which came into effect on September 1, 2021, production and operation entities shall
formulate production safety goals and measures, improve the working environment and
conditions of workers in a planned and gradual manner, establish a production safety protection
system, and implement the post responsibility system for production safety. In addition,
production and operation entities shall arrange for production safety training and provide
employees with personal protective equipment that meets national or industry standards.
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Pursuant to the Production Safety Law, and the Measures for the Supervision and
Administration of “Three Simultaneities” for Safety Facilities of Construction Projects (ܔ
) effective on May 1, 2015, production and
operation entities are responsible for the construction of the safety facilities of construction
projects. The safety facilities of a construction project must be designed, constructed and put
into production and use simultaneously with the main part of the project. Investment in safety
facilities shall be brought into the budgetary estimate of the whole construction project.
LA WS AND REGULATION ON FIRE PROTECTION
Fire Prevention Design Review and Final Acceptance
Pursuant to the Interim Provisions on the Administration of Review and Acceptance of
Fire Prevention Design of Construction Projects (᜕ϗ၍ଣᅲБ஝
), which was effective on October 30, 2023, the fire prevention design review system is
applicable to the special construction projects, such as cinemas and theatres with a total floor
area exceeding 2,500 square meters, reading rooms of public libraries, commercial indoor
fitness and leisure venues, outpatient buildings of hospitals, teaching buildings, libraries and
canteens of universities, production and processing workshops of labor-intensive enterprises,
temples, churches or other applicable projects according to the law and regulation. For
completed special construction projects undergoing completion acceptance procedures, the
construction entity shall apply for fire prevention completion acceptance with the competent
review and acceptance of the fire prevention design authority. Also, the construction entity of
special construction projects shall apply for fire protection design review with the competent
authority responsible for fire safety design review and inspection. Projects shall not be put
under construction without or fail to pass the fire prevention design review. For the classified
management of other construction projects, a filing and sampling inspection system shall be
implemented. Any other construction project that fails to pass the random inspection in
accordance with the law shall be stopped from use.
Pursuant to the Fire Prevention Law of the PRC () which was
last amended on April 29, 2021, construction projects that shall be subject to fire prevention
acceptance according to the law shall not be put into use without fire prevention acceptance or
failing to pass the fire prevention acceptance. Any other construction project which fails to pass
the random inspection in accordance with the law shall be stopped from use. If the provisions
of this law are violated and any of the following acts are committed, the competent housing and
urban-rural development authority and the fire rescue agency may, according to their respective
functions and powers, order to suspend construction, use or production and operation, and
impose a fine of ranging from RMB30,000 to RMB300,000: the construction projects which
are required by law to be subject to the fire prevention design review are constructed without
being reviewed according to the law or failing to pass the review; the construction projects
which are required by law to be subject to the fire prevention acceptance are put into use
without fire prevention acceptance or failing to pass the fire prevention acceptance; other
construction projects which fail to pass the random inspection in accordance with the law do
not cease to be used.
LA WS AND REGULATIONS ON FOREIGN EXCHANGE
Pursuant to the Administrative Regulations on Foreign Exchange of the PRC ( ʕശɛ
͏΍ձ਷̮ි၍ଣૢԷ), which was last amended in 2008, as well as various regulations
promulgated by the SAFE and other relevant Chinese government authorities, RMB is freely
convertible under current accounts, including trade-related payments and receipts, interest and
dividends. For capital accounts such as direct equity investment, loans, and investment
REGULATORY OVERVIEW
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repatriation, prior approval from SAFE or its provincial branches is still required before
converting RMB into foreign currency and remitting funds overseas, unless explicitly
exempted by laws or regulations.
Pursuant to the Notice of the State Administration of Foreign Exchange on Issues
Concerning the Foreign Exchange Administration of Overseas Listing (׵
) (Hui Fa [2014] No. 54) issued on December 26, 2014,
where a joint stock limited company incorporated in the PRC (“ Domestic Company ”) issues
shares overseas and is publicly listed and outstanding on overseas exchanges upon the approval
by the CSRC, it shall, within 15 business days after the date of the end of its overseas listing
issuance, register the overseas listing with the SAFE branch at the place of its establishment,
and present its certificate of overseas listing to open a “special account for overseas listing of
a Domestic Company” at a local bank to handle the exchange, remittance and transfer of funds
for the business concerned. The proceeds from an overseas listing of a Domestic Company may
be remitted to the domestic account or deposited in an overseas account, but the use of the
proceeds shall be consistent with the content of the prospectus or offering documents for
corporate bonds, shareholders’ circulars, resolutions of the board of directors or shareholders
meetings and other publicly disclosed documents.
Meantime, where a domestic shareholder of a Domestic Company intends to increase or
decrease his/her overseas listed shares according to relevant regulations upon the overseas
listing of the Domestic Company, the domestic shareholder shall register with the SAFE branch
at the place of domicile of such domestic shareholder for his/her shareholdings within 20
working days before such increase of shares and present its certificate of overseas shareholding
to open a “special account for overseas shareholding of domestic shareholders” at a local bank
to handle the exchange, remittance and transfer of funds for the business concerned.
LA WS AND REGULATIONS ON LABOR PROTECTION, SOCIAL INSURANCE AND
HOUSING PROVIDENT FUND
Pursuant to the Labor Law of the PRC () promulgated by the
SCNPC on July 5, 1994, last amended on December 29, 2018, and came into effect on the same
day, the Labor Contract Law of the PRC () promulgated by the
SCNPC on June 29, 2007, amended on December 28, 2012, and effective from July 1, 2013,
and the Implementing Regulations of the Labor Contracts Law of the PRC ( ʕശɛ͏΍ձ਷
ૢԷ) promulgated by the State Council on September 18, 2008 and
effective on the same day, written labor contracts shall be signed between employers and
employees. The wages paid by employers to employees shall not be lower than the local
minimum wage standard. Employers shall establish occupational safety and health
mechanisms, strictly abide by national standards, and provide relevant education for
employees. Employees shall work in a safe and hygienic environment.
Pursuant to the provisions of the Social Insurance Law of the PRC (ٟ
), the Regulations on Work-related Injury Insurance (ᎈૢԷ), the
Regulations on Unemployment Insurance (ᎈૢԷ), the Interim Regulations on the
Collection and Payment of Social Security Funds (ᎈ൬ᅄᖮᅲБૢԷ) and other
laws, regulations and rule, employers are required to contribute, on behalf of their employees,
to a number of social security funds, including funds for basic pension insurance,
unemployment insurance, basic medical insurance, occupational injury insurance and
maternity insurance. The relevant funds should be paid to the local administrative department.
Employers who fail to promptly pay social insurance contributions in full amount shall be
ordered to make or supplement contributions within a stipulated period, and shall be subject to
a late payment fine computed from the due date at the rate of 0.05% per day; where payment
is not made within the stipulated period, the relevant administrative authorities shall impose a
fine ranging from one to three times of the amount in arrears. Pursuant to the Regulations on
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the Administration of Housing Provident Funds (၍ଣૢԷ), which was
promulgated by the State Council on April 3, 1999, amended and implemented on March 24,
2002, and March 24, 2019, funds contributed by employees themselves and those paid by
employers for their employees shall belong to the employees. Employers shall register for
housing provident fund contributions with the housing provident fund management center.
Upon verification by the housing provident fund management center, a special housing
provident fund account shall be opened with the entrusted bank. Where an employer fails to
register for housing provident fund contributions or open housing provident fund accounts for
its employees, such employer shall be ordered by the housing provident fund administration
center to complete the procedures within a prescribed time limit; where failing to do so by the
expiration of the time limit, a fine of not less than RMB10,000 nor more than RMB50,000 shall
be imposed. If an employer fails to make or underpays the housing provident fund
contributions, it will be ordered by the housing provident fund administration center to make
the payment within the prescribed time limit; where payment is not made within the stipulated
period, the center may apply to the People’s Court for compulsory enforcement.
LA WS AND REGULATIONS ON TAXATION
Enterprise Income Tax Law
Pursuant to the Enterprise Income Tax Law of the PRC (the “ EIT Law ”), which came into
effect on January 1, 2008, and was last amended and implemented on December 29, 2018, a
uniform income tax rate of 25% applies to all resident enterprises and non-resident enterprises
that have set up institutions or establishments in the PRC to the extent that such incomes are
derived from the PRC, or such incomes are obtained outside the PRC but have an actual
connection with the set-up institutions or establishments. Enterprises that are eligible to
become “High and New Technology Enterprises” strongly supported by the State can enjoy a
preferential tax rate of 15%. The certification for “High and New Technology Enterprises” is
valid for three years.
Value-added Tax
Pursuant to the Interim Regulations on V alue-added Tax of the PRC ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ) which was last amended on November 19, 2017, and came into effect on
the same day, as well as the Implementation Rules for the Interim Regulations on V alue-Added
Tax of the PRC () which was issued on
December 25, 1993, amended on October 28, 2011, and came into effect on November 1, 2011,
entities and individuals engaged in the sale of goods or provision of processing, repair and
replacement services and import of goods within the territory of the PRC are subject to
value-added tax (“ VAT”).
Taxation on Dividends
Pursuant to the Individual Income Tax Law of the PRC (੻೼
), which was last amended by the SCNPC on August 31, 2018 and came into effect on
January 1, 2019, and the Implementation Provisions of the Individual Income Tax Law of the
PRC (ૢԷ), which was last amended by the State
Council on December 18, 2018 and came into effect on January 1, 2019 (hereinafter
collectively referred to as the “ IIT Law ”), dividends distributed 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 an enterprise in the PRC is normally subject
to an individual income tax of 20% unless specifically exempted by the tax authority of the
State Council or reduced by a relevant tax treaty.
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Pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax
(), which was issued by the MOF and the SA T on
May 13, 1994, and came into effect on the same date, the incomes gained by individual
foreigners from dividends and bonuses of enterprise with foreign investment are exempt from
individual income tax for the time being.
Pursuant to the IIT Law, the enterprise income tax rate is 25%. A non-resident enterprise
is generally subject to a 10% enterprise income tax on PRC-sourced income (including
dividends received from a PRC resident enterprise that issues shares in Hong Kong), if it does
not have an establishment or premise in the PRC or has an establishment or premise in the PRC
but its PRC-sourced income has no real connection with such establishment or premise. The
aforesaid income tax payable for non-resident enterprises is deducted at source, where the
payer of the income is required to withhold the income tax from the amount to be paid to the
non-resident enterprise.
The Circular of the State Administration of Taxation on Issues Relating to the
Withholding and Remitting of Enterprise Income Tax by PRC Resident Enterprises on
Dividends Distributed to Overseas Non-Resident Enterprise Shareholders of H Shares (࢕
͏ΆุΣྤ̮ H੻೼Ϟᗫਪ
), which was issued and implemented by the SA T on November 6, 2008, further
clarified 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 Corporate Income
Tax on Dividends Derived by Non-resident Enterprise from Holding Stock such as B Shares
(͏Άุ՟੻Bҭᔧ), which was issued by
the SA T and came into effect on July 24, 2009, further provides that any PRC resident
enterprise whose shares are listed on overseas stock exchanges must withhold and remit
enterprise income tax at a rate of 10% on dividends of 2008 and onwards that it distributes to
non-resident enterprises. Such tax rates may be further modified according to the tax treaty or
agreement that China has entered into with a relevant country or area, where applicable.
Pursuant to the Arrangement between the Mainland 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 (ᅄ೼
τર) (hereinafter referred to as the “Arrangement”) signed on August 21,
2006, the PRC government may levy taxes on the dividends paid by a PRC resident enterprise
to Hong Kong residents (including natural persons and legal entities) in an amount not
exceeding 10% of total dividends payable by the PRC resident enterprise. Unless a Hong Kong
resident directly holds 25% or more of the equity interest in a PRC resident enterprise, then
such tax shall not exceed 5% of the dividends payable by the PRC resident enterprise. The Fifth
Protocol to 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 ( <ᅄ೼
τર>), which came into effect on December 6, 2019, adds
criteria for the qualification of entitlement to enjoy treaty benefits. Although there may be
other provisions under the Arrangement, the treaty benefits under the criteria shall not be
granted in the circumstance where relevant gains, after taking into account all relevant facts
and conditions, are reasonably deemed to be one of the main purposes for the arrangement or
transactions which will bring any direct or indirect benefits under this Arrangement, except
when the grant of benefits under such circumstance is consistent with relevant objective and
goal under the Arrangement. The application of the dividend clause of tax agreements is
subject to the requirements of PRC tax law and regulation, such as the Notice of the State
Administration of Taxation on the Issues Concerning the Application of the Dividend Clauses
of Tax Agreements ().
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OVERVIEW
Our history dates back to November 2017 when the predecessor of our Company, namely
Shenzhen LDRobot was founded by Mr. Zhou and Mr. Guo. For details of the biographies of
Mr. Zhou and Mr. Guo, see “Directors and Senior Management.” In June 2022, our Company
was converted into a joint stock company with limited liability. Since our establishment, we
have created an intelligent robotics infrastructure focusing on visual perception and
empowering various robotics application scenarios, offering visual perception products and
complete intelligent robot products in popular application scenarios.
OUR KEY MILESTONES
The following is a summary of our Group’s key business development milestones:
Y ear Milestone
2017 /H1118/H1118/H1118/H1118/H1118/H1118 Our Company was established in Shenzhen.
2018 /H1118/H1118/H1118/H1118/H1118/H1118 We launched our first-generation of LiDAR and SLAM algorithms.
2019 /H1118/H1118/H1118/H1118/H1118/H1118 We launched the high-precision solid state linear LiDAR.
2020 /H1118/H1118/H1118/H1118/H1118/H1118 We launched the world’s first consumer-grade Mini DTOF LiDAR.
2021 /H1118/H1118/H1118/H1118/H1118/H1118 We launched the perception solution based on point laser sensors.
 We established our first production plant in Shenzhen and our technical support center
in Suzhou.
2022 /H1118/H1118/H1118/H1118/H1118/H1118 Our Company was converted into a joint stock company with limited liability.
 We were recognized as a National Specialized and Innovative “Little Giant”
Enterprise (ॴਖ਼ၚतอ“ʃ̶ɛ”Άุ) by MIIT.
2023 /H1118/H1118/H1118/H1118/H1118/H1118 We launched our first triangular DTOF LiDAR in the industry.
 The cumulative shipments of our sensors and algorithm modules exceeded 10 million
units.
2024 /H1118/H1118/H1118/H1118/H1118/H1118 The shipments volume of our DTOF LiDAR ranked first in the industry.
 We launched our QuadVision sensors module.
 We launched and mass-produced Pion, our first-generation of robot lawn mower.
 We were named Single Champion Enterprise in Manufacturing of Guangdong
Province by Guangdong Provincial Department of Industry and Information
Technology (ʷᝂ).
2025 /H1118/H1118/H1118/H1118/H1118/H1118 Our second-generation of robot lawn mowers was put into mass production.
 We were recognized as a Specialized and Innovative Key “Little Giant” Enterprise ( ਖ਼
ᓃ“ʃ̶ɛ”Άุ) by MIIT.
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OUR MAJOR SUBSIDIARIES
As of the Latest Practicable Date, the following entity is our major subsidiary which made
a material contribution to our results of operations during the Track Record Period:
Name of subsidiary
Place of
incorporation
Date of
incorporation Shareholding Principal business activities
Guangdong Ledong /H1118/H1118/H1118/H1118PRC July 9, 2021 100.00% Production of intelligent
robotics, visual perception
sensor and algorithm
modules
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
Establishment of our Company
On November 1, 2017, our predecessor, Shenzhen LDRobot, was established as a limited
liability company under the laws of the PRC, with an initial registered capital of RMB100,000,
which was held by Funmotion and Ms. CHENG Shuangli ( ೻ᕐᘆ) as to 70.00% and 30.00%,
respectively. Funmotion, held by Mr. Cai Y oufei (࠭the ultimate beneficial owner of
Funmotion, and an Independent Third Party) as to 99.00%, was a strategic investor in our
Company from the time of its incorporation till Funmotion’s transfer of all of its Shares in
January 2020, see “History, Development and Corporate Structure—Capital Transfer in
January 2020.” Ms. CHENG Shuangli, an Independent Third Party, is a friend of Mr. Zhou and
a nominee of Mr. Zhou and Mr. Guo, who intended to jointly establish a holding platform of
our Company at that time. Since such holding platform (being Shenzhen Lecheng Technology
Partnership Enterprise (ҦΥྫΆุ(Υྫ), “Lecheng Technology”) which was
subsequently established) had not yet been set up at the time and given Mr. Zhou and Mr. Guo
were focused on business development and needed external support to save them the time and
effort required for business registration and its related filings, Ms. CHENG Shuangli held the
capital of our Company on behalf of Mr. Zhou and Mr. Guo to facilitate the Company’s timely
establishment and business operations.
In November 2017, Funmotion transferred 40.00% of the registered capital of our
Company, being RMB40,000, to Ms. CHENG Shuangli, who was a nominee of Mr. Zhou and
Mr. Guo, at nil consideration in order to correct an inadvertent typographical error in the
capital holding ratio of Funmotion and Mr. CHENG Shuangli at the time of the registration of
our Company. The Company was not a party to the above transfer, and to the best information
and knowledge of the Company, the consideration paid for the above transfer was nil as such
transfer was for purpose of the aforesaid correction of error in the capital holding ratio at the
registration of our Company.
In November 2017, the registered capital was increased from RMB100,000 to
RMB1,000,000, which was held by Ms. CHENG Shuangli and Funmotion as to 70.00% and
30.00%, respectively.
Capital Transfer in January 2018
In January 2018, Ms. CHENG Shuangli, being the nominee of Mr. Zhou and Mr. Guo,
transferred 70.00% of the registered capital of our Company, being RMB700,000, to Lecheng
Technology, being the holding platform of Mr. Zhou and Mr. Guo, at a consideration of
RMB1.00 as instructed by Mr. Zhou and Mr. Guo. To the best information and knowledge of
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the Company, the consideration of the above transfer was RMB1.00 as such transfer was for
the purpose of the termination of the nominee arrangement among Mr. Zhou, Mr. Guo and Ms.
CHENG Shuangli. Since the establishment of our Company and as of the Latest Practicable
Date, there had not been any legal proceedings or disputes between Ms. CHENG Shuangli and
any of Mr. Zhou and Mr. Guo in respect of the nominee shareholding arrangement.
Upon the completion of the above transfer, our Company was held by Lecheng
Technology and Funmotion as to 70.00% and 30.00%, respectively.
Capital Increase and Capital Transfer in May 2018
In May 2018, the registered capital of our Company was increased from RMB1,000,000
to RMB1,016,221, through capital subscription in a total amount of RMB16,221 by Kelamayi
Qicheng Investment Fund Partnership Enterprise (Limited Partnership) (ီԱ઼༐ҳ༟ਿ
ΥྫΆุ(Υྫ)) (“Qicheng Investment”) at a consideration of RMB2,000,000. The
consideration of the above subscription was determined based on arm’s length negotiations
between the Company and the subscriber after taking into consideration various factors,
including, but not limited to, the historical operating performance, the timing of the
investments and the prospects of our business.
In May 2018, Funmotion transferred 3.75% of the registered capital of our Company,
being RMB38,108 to Shenzhen Jiuyu Galaxy Intelligent Internet Investment Fund
(Limited Partnership) (ږ(Υྫ)) (“Jiuyu Galaxy”) at a
consideration of RMB6,000,000. The Company was not a party to the above transfer, and to
the best information and knowledge of the Company, the consideration of the above transfer
was determined based on arm’s length negotiations between the parties after taking into
account various factors, including, but not limited to, the historical operating performance, the
timing of the investments and the prospects of business of our Company.
Upon the completion of the above capital increase and capital transfer, our Company was
held by Lecheng Technology, Funmotion, Jiuyu Galaxy, Qicheng Investment as to 68.88%,
25.77%, 3.75% and 1.60%, respectively.
Capital Increase in July 2018
In July 2018, the registered capital of our Company was increased from RMB1,016,221
to RMB1,078,669 through capital subscription of a total amount of RMB62,448, among which
the registered capital of RMB17,031 was subscribed by Qicheng Investment at a consideration
of RMB3,000,000 and the registered capital of RMB45,417 was subscribed by Mr. TAN
Gaohui ( ᗈ৷ሾ) at a consideration of RMB8,000,000. The considerations of the above
subscriptions were determined based on arm’s length negotiations between the Company and
the subscribers after taking into consideration various factors, including, but not limited to, the
historical operating performance, the timing of the investments and the prospects of our
business.
Upon the completion of the above capital increase, our Company was held by Lecheng
Technology, Funmotion, Mr. TAN Gaohui, Jiuyu Galaxy and Qicheng Investment as to 64.89%,
24.28%, 4.21%, 3.53%, and 3.09%, respectively.
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Capital Transfer in January 2020
In January 2020, Funmotion transferred 24.28% of the then registered capital of our
Company, being RMB261,892, to Mr. Zhou at a consideration of RMB15,000,000. The
Company was not a party to the above transfer, and to the best information and knowledge of
the Company, the consideration of the above transfer was determined based on arm’s length
negotiations between the parties after taking into account the liquidity needs of Funmotion and
commercial considerations of both parties.
Upon the completion of the above capital transfer, our Company was held by Lecheng
Technology, Mr. Zhou, Mr. TAN Gaohui, Jiuyu Galaxy and Qicheng Investment as to 64.89%,
24.28%, 4.21%, 3.53% and 3.09%, respectively.
Capital Transfer in October 2020
In October 2020, Mr. Zhou transferred (i) 3.33% of the then registered capital of our
Company, being RMB35,955, to Qicheng Investment at a consideration of RMB5,000,000, (ii)
0.67% of the then registered capital of our Company, being RMB7,191, to Mr. W ANG Bing ( ˮ
㪓) at a consideration of RMB1,000,000, and (iii) 10.00% of the then registered capital of our
Company, being RMB107,867 to Hunan Huaye Tiancheng V enture Capital Partnership
Enterprise (Limited Partnership) (ശุ˂ϓ௴ุҳ༟ΥྫΆุ(Υྫ)) (“Hunan
Huaye”) at a consideration of RMB15,000,000. The Company was not a party to the above
transfers, and to the best information and knowledge of the Company, the considerations of the
above transfers were determined based on arm’s length negotiations between the parties after
taking into account various factors, including, but not limited to, the historical operating
performance, the timing of the investments, and the prospects of business of our Company.
Upon the completion of the above transfers, our Company was held by Lecheng
Technology, Mr. Zhou, Hunan Huaye, Qicheng Investment, Mr. TAN Gaohui, Jiuyu Galaxy and
Mr. W ANG Bing as to 64.89%, 10.28%, 10.00%, 6.42%, 4.21%, 3.53% and 0.67%,
respectively.
Capital Transfer in November 2020
In November 2020, Mr. TAN Gaohui transferred 4.21% of the then registered capital of
our Company, being RMB45,417, to Tibet Wanqing Investment Management Co., Ltd. ( Гᔛ
ʮ̡) (“Tibet Wanqing”) at a consideration of RMB9,120,000. The
Company was not a party to the above transfer, and to the best information and knowledge of
the Company, the consideration of the above transfer was determined based on arm’s length
negotiations between the parties after taking into account various factors, including, but not
limited to, the historical operating performance, the timing of the investments, and the
prospects of business of our Company.
Upon the completion of the above transfer, our Company was held by Lecheng
Technology, Mr. Zhou, Hunan Huaye, Qicheng Investment, Tibet Wanqing, Jiuyu Galaxy and
Mr. W ANG Bing as to 64.89%, 10.28%, 10.00%, 6.42%, 4.21%, 3.53% and 0.67%,
respectively.
Capital Transfer in December 2020
In December 2020, with a view to crystallizing the indirect interest in our Company held
by Mr. Zhou, Mr. Guo and Ms. Wang (being then shareholders of Lecheng Technology and the
spouse of Mr. Zhou) through Lecheng Technology as their respective direct shareholding at the
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level of our Company, Lecheng Technology transferred (i) 28.86% of the then registered capital
of our Company, being RMB311,346, to Mr. Zhou for RMB1.00, (ii) 20.76% of the then
registered capital of our Company, being RMB223,956 to Mr. Guo for RMB1.00, and (iii)
1.36% of the then registered capital of our Company, being RMB14,698 to Ms. Wang. The
considerations for the above transfers were RMB1.00 as such transfers were for purpose of
crystallizing and reflecting the indirect interest in our Company held by Mr. Zhou, Mr. Guo and
Ms. Wang.
Upon the completion of the above transfers, our Company was held by Mr. Zhou, Mr.
Guo, Lecheng Technology, Hunan Huaye, Qicheng Investment, Tibet Wanqing, Jiuyu Galaxy,
Ms. Wang and Mr. W ANG Bing as to 39.14%, 20.76%, 13.91%, 10.00%, 6.42%, 4.21%, 3.53%,
1.36% and 0.67%, respectively.
Series A Financing in July 2021
In July 2021, (i) Hunan Huaye subscribed for RMB72,883 in newly increased capital of
our Company at a consideration of RMB25,000,000, and (ii) Tibet Wanqing subscribed for
RMB14,577 in newly increased capital of our Company at a consideration RMB5,000,000. The
considerations of the above subscriptions were determined based on arm’s length negotiations
between the Company and the subscribers after taking into consideration various factors,
including, but not limited to, the historical operating performance, the timing of the
investments and the prospects of our business.
Upon the completion of the above subscriptions, our Company was held by Mr. Zhou, Mr.
Guo, Lecheng Technology, Hunan Huaye, Qicheng Investment, Tibet Wanqing, Jiuyu Galaxy,
Ms. Wang and Mr. W ANG Bing as to 36.21%, 19.21%, 12.86%, 15.50%, 5.93%, 5.14%, 3.27%,
1.26% and 0.62%, respectively.
Series A+ Financing in July 2021
In July 2021, (i) Hunan Huaye subscribed for RMB20,731 in newly increased capital of
our Company at a consideration of RMB8,000,000, and (ii) Tibet Wanqing subscribed for
RMB155,484 in newly increased capital of our Company at a consideration of
RMB60,000,000. The considerations of the above subscriptions were determined based on
arm’s length negotiations between the Company and the subscribers after taking into
consideration various factors, including, but not limited to, the historical operating
performance, the timing of the investments and the prospects of our business.
Upon the completion of the above subscriptions, our Company was held by Mr. Zhou, Mr.
Guo, Tibet Wanqing, Hunan Huaye, Lecheng Technology, Qicheng Investment, Jiuyu Galaxy,
Ms. Wang and Mr. W ANG Bing as to 31.45%, 16.68%, 16.05%, 15.01%, 11.17%, 5.16%,
2.84%, 1.10% and 0.54%, respectively.
Capital Transfer and Capital Increase in September 2021
In September 2021, Mr. Zhou transferred 3.00% of the then registered capital of our
Company, being RMB40,270 to Tibet Wanqing at a consideration of RMB22,500,000. The
Company was not a party to the above transfer, and to the best information and knowledge of
the Company, the consideration of the above transfer was determined based on arm’s length
negotiations between the parties after taking into account various factors, including, but not
limited to, the historical operating performance, the timing of the investments and the
prospects of business of our Company.
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In September 2021, the registered capital of our Company was increased from
RMB1,342,344 to RMB1,459,070 through capital subscription in a total amount of
RMB116,726 by the employee shareholding platform of our Company, namely Photon Space,
at a consideration of RMB16,000,000. The consideration of the above subscription was
determined based on arm’s length negotiations between the Company and the subscriber after
taking into consideration various factors, including, but not limited to, the share incentive
arrangement of our Company.
Upon the completion of the above transfer and capital increase, our Company was held
by Mr. Zhou, Tibet Wanqing, Mr. Guo, Hunan Huaye, Lecheng Technology, Photon Space,
Qicheng Investment, Jiuyu Galaxy, Ms. Wang and Mr. W ANG Bing as to 26.18%, 17.53%,
15.35%, 13.81%, 10.28%, 8.00%, 4.74%, 2.61%, 1.01% and 0.49%, respectively.
Series B Financing in December 2021
In December 2021, (i) Shenzhen Pengyuansheng Enterprise Management Partnership
(Limited Partnership) (Άุ၍ଣΥྫΆุ(Υྫ)) (“Pengyuansheng”)
subscribed for RMB29,181 in newly increased capital of our Company at a consideration of
RMB30,000,000, (ii) Shenzhen High Tech Investment Fuhai V enture Capital Fund Phase I
Partnership Enterprise (Limited Partnership) (ɓಂΥྫΆุ
(Υྫ)) (“High Tech Investment Fuhai”) subscribed for RMB14,591 in newly increased
capital of our Company at a consideration of RMB15,000,000, (iii) Xinjiang Mingshi
Changfeng Private Equity V enture Capital Fund Partnership Enterprise (Limited Partnership)
(ΥྫΆุ(Υྫ)) (“Mingshi Changfeng”) subscribed for
RMB22,372 in newly increased capital of our Company at a consideration of RMB23,000,000,
and (iv) Beijing Maker Town Equity Investment Fund (Limited Partnership) (ٰ
ږ(Υྫ)) (“Maker Town”) subscribed for RMB6,809 in newly increased capital
of our Company at a consideration of RMB7,000,000. The considerations of the above
subscriptions were determined based on arm’s length negotiations between the Company and
the subscribers after taking into consideration various factors, including, but not limited to, the
historical operating performance, the timing of the investments and the prospects of our
business.
Upon the completion of the above subscriptions, our Company was held by Mr. Zhou,
Tibet Wanqing, Mr. Guo, Hunan Huaye, Lecheng Technology, Photon Space, Qicheng
Investment, Jiuyu Galaxy, Pengyuansheng, Mingshi Changfeng, Ms. Wang, High Tech
Investment Fuhai, Mr. W ANG Bing and Maker Town as to 24.93%, 16.69%, 14.62%, 13.15%,
9.79%, 7.62%, 4.52%, 2.49%, 1.90%, 1.46%, 0.96%, 0.95%, 0.47%, and 0.44%, respectively.
Series C Financing in January 2022
In January 2022, we completed series C financing through capital subscriptions as
detailed below.
Subscribers
Registered capital
of our Company Consideration
(RMB) (RMB)
Hangzhou Y uanjing SME Development Equity Investment
Fund Partnership (Limited Partnership) (ψʩዽʕʃΆุ
ΥྫΆุ(Υྫ)) (“Y uanjing SME”) /H1118/H1118 39,221 64,000,000
Hangzhou Y uanjing Dingheng Equity Investment Fund
Partnership Enterprise (Limited Partnership) (ܩ
ΥྫΆุ(Υྫ)) (“Y uanjing Dingheng”) /H1118 30,640 50,000,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Subscribers
Registered capital
of our Company Consideration
(RMB) (RMB)
Lianjin Innovation Industry Private Equity Investment Fund
(Shenzhen) Partnership Enterprise (Limited Partnership) ( ᑌ
ږ(ଉέ)ΥྫΆุ(Υྫ))
(“Lianjin Innovation”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,769 60,000,000
Zhuhai Hengqin Huaye Tiancheng V enture Capital Partnership
Enterprise (Limited Partnership) ( मऎዑೞശุ˂ϓ௴ุҳ
༟ΥྫΆุ(Υྫ)) (“Zhuhai Huaye”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,640 50,000,000
Wuhan Y uanxia Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))
(“Wuhan Y uanxia”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,061 36,000,000
Hainan Houpu Digital Technology Co., Ltd. (߅
ʮ̡) (“Houpu Digital”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,384 30,000,000
Shenzhen Gongchuang Zhuoxin Investment Partnership
Enterprise (Limited Partnership) (ҳ༟ΥྫΆ
ุ(Υྫ)) (“Gongchuang Zhuoxin”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,128 10,000,000
The considerations of the above subscriptions were determined based on arm’s length
negotiations between the Company and the subscribers after taking into consideration various
factors, including, but not limited to, the historical operating performance, the timing of the
investments and the prospects of our business.
Upon the completion of the above subscriptions, our Company was held by Mr. Zhou,
Tibet Wanqing, Mr. Guo, Hunan Huaye, Lecheng Technology, Photon Space, Qicheng
Investment, Jiuyu Galaxy, Y uanjing SME, Lianjin Innovation, Pengyuansheng, Y uanjing
Dingheng, Zhuhai Huaye, Mingshi Changfeng, Wuhan Y uanxia, Houpu Digital, Ms. Wang,
High Tech Investment Fuhai, Mr. W ANG Bing, Maker Town and Gongchuang Zhuoxin as to
22.26%, 14.90%, 13.05%, 11.74%, 8.74%, 6.80%, 4.03%, 2.22%, 2.29%, 2.14%, 1.70%,
1.79%, 1.79%, 1.30%, 1.29%, 1.07%, 0.86%, 0.85%, 0.42%, 0.40% and 0.36%, respectively.
Capital Transfer in February 2022
In February 2022, our then shareholders completed transfers as detailed below.
Transferor Transferee
Transferred
registered capital
of our Company Consideration
(RMB) (RMB)
Qicheng Investment /H1118/H1118/H1118/H1118Gongchuang Zhuoxin 18,384 30,000,000
Jiuyu Galaxy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wenrun Growth No. 1 (Zhuhai)
Equity Investment Fund
Partnership Enterprise
(Limited Partnership) ( ๝ᆗϓ
ఠ໮(मऎ)Υ
ྫΆุ(Υྫ)) (“Wenrun
Growth No. 1”)
6,128 10,000,000
Mr. Zhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wuhan Y uanxia 17,159 28,000,000
Mr. Zhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pengyuansheng 12,256 20,000,000
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wuhan Y uanxia 17,159 28,000,000
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wenrun Growth No. 1 5,779 9,430,000
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Hengqin Qichuang
Shared V enture Capital
Partnership (Limited
Partnership) ( मऎዑೞᄁ௴΍
Ԯ௴ุҳ༟ΥྫΆุ(Υ
ྫ)) (“Qichuang Shared”)
349 570,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The considerations of the above transfers were determined based on arm’s length
negotiations between the parties after taking into consideration various factors, including, but
not limited to, the historical operating performance, the timing of the investments and the
prospects of our business.
Capital Transfer in February 2022
In February 2022, our then shareholders completed transfers as detailed below.
Transferor Transferee
Transferred
registered capital
of our Company Consideration
(RMB) (RMB)
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhongjin Pucheng Investment
Co., Ltd. (ࠢ
ʮ̡) (“Zhongjin Pucheng”)
4,902 8,000,000
Jiuyu Galaxy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhongjin Pucheng 7,354 12,000,000
The Company was not a party to the above transfers, and to the best information and
knowledge of the Company, the considerations of the above transfers were determined based
on arm’s length negotiations between the parties after taking into account various factors,
including, but not limited to, the historical operating performance, the timing of the
investments and the prospects of business of our Company.
Capital Transfer in February 2022
In February 2022, Houpu Digital transferred 0.11% of the then registered capital of our
Company, being RMB1,838.4, to Shenzhen Y uanxi Intelligent Manufacturing Enterprise
(Limited Partnership) ( ଉέ๕Ҏ౽ঐႡிΆุ(Υྫ)) (“Y uanxi Intelligent”) at a
consideration of RMB3,000,000. The Company was not a party to the above transfer, and to
the best information and knowledge of the Company, the considerations of the above transfer
was determined based on arm’s length negotiations between the parties after taking into
account various factors, including, but not limited to, the historical operating performance, the
timing of the investments and the prospects of business of our Company.
Conversion into a joint stock company with limited liability in June 2022
On April 15, 2022, the Shareholders passed resolutions approving, among other matters,
the conversion of our Company from a limited liability company into a joint stock company
with limited liability (the “ June 2022 Conversion ”). Pursuant to the promoters’ agreement
dated May 10, 2022 entered into by all the then Shareholders, all promoters approved the
conversion of the net asset value of our Company as of February 28, 2022 into 30,000,000
Shares of our Company with a nominal value of RMB1.00 each, with the excess of the net
assets converted over nominal value of the Shares included as capital reserves of our Company.
The June 2022 Conversion was completed in June 2022.
Upon the completion of the June 2022 Conversion and as of the Latest Practicable Date,
the shareholding structure of our Company was as follows:
Name of Shareholders
Registered
Share Capital
Shareholding
Percentage
(RMB) (%)
Mr. Zhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,163,770 20.55%
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,422,790 11.41%
Photon Space /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040,810 6.80%
Ms. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118256,980 0.86%
Tibet Wanqing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,471,470 14.90%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholders
Registered
Share Capital
Shareholding
Percentage
(RMB) (%)
Hunan Huaye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,522,660 11.74%
Zhuhai Huaye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535,710 1.79%
Lecheng 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/H11182,622,600 8.74%
Wuhan Y uanxia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118985,710 3.29%
Qicheng Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118888,600 2.96%
Mingshi Changfeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,140 1.30%
Pengyuansheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118724,500 2.42%
Y uanjing SME /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118685,710 2.29%
Y uanjing Dingheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535,710 1.79%
Lianjin Innovation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118642,870 2.14%
Jiuyu Galaxy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118430,560 1.44%
Gongchuang Zhuoxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118428,550 1.43%
Houpu Digital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,290 0.96%
High Tech Investment Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,120 0.85%
Zhongjin Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,290 0.71%
Wenrun Growth No. 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118208,170 0.69%
Qichuang Shared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,090 0.02%
Mr. W ANG Bing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125,730 0.42%
Maker Town /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,040 0.40%
Y uanxi Intelligent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,130 0.11%
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/H111830,000,000 100.00%
Share Subdivision
We expect to conduct the Share Subdivision immediately prior to the Listing, pursuant to
which each of our Share with par value of RMB1.00 will be subdivided into ten Shares with
par value of RMB0.10 each. Upon completion of such Share Subdivision, the registered capital
of our Company, which is RMB30,000,000, will be divided into 300,000,000 Shares with par
value of RMB0.10 per Share, which will be subscribed by all our then Shareholders in
proportion to their respective equity interests in our Company immediately before the Listing,
and the number of our issued Shares will be 300,000,000, without taking into consideration the
new Shares to be issued for the Global Offering.
OUR CONTROLLING SHAREHOLDERS
In December 2021, Mr. Zhou and Mr. Guo entered into the Acting in Concert Agreement,
pursuant to which they agreed to act in concert in the exercise of any shareholder rights of our
Company, including voting in the general meeting, directors’ appointment, delegation or
nomination, financial, operational, and management decisions and that Mr. Guo will follow Mr.
Zhou’s vote to arrive at a unanimous consent in case of any disagreement. The Acting in
Concert Agreement will remain effective till 36 months after the Listing is completed and will
not be affected by the matters of renaming of our Company, capital increase, merger, division
or asset restructuring.
As of the Latest Practicable Date, Mr. Zhou, Mr. Guo (by virtue of the Acting in Concert
Agreement among Mr. Zhou and Mr. Guo), Ms. Wang (being Mr. Zhou’s spouse) and Photon
Space (whose general partner is Mr. Zhou and is deemed to be controlled by Mr. Zhou) are
collectively interested in approximately 39.61% of our total issued share capital as our
Controlling Shareholders. See “Relationship with Our Controlling Shareholders” for further
details.
EMPLOYEE INCENTIVE SCHEMES
To recognize the contributions of our key employees, incentivize our management team,
retail talent and promote our long-term sustainable development, our Company has adopted the
2020 Employee Incentive Scheme, the 2021 Employee Incentive Scheme and the 2025
Employee Incentive Scheme. Employees who participated in the Employee Incentive Schemes
would be granted restricted share awards in the Employee Incentive Platforms. See “Appendix
VI—Statutory and General Information—D. Employee Incentive Schemes.”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PRE-IPO INVESTMENTS
Overview
Details of the Pre-IPO Investments are set out below (1):
Relevant Pre-IPO Investor
Acquisition
method
Date of the
agreement
Total
consideration
Adjusted cost
per Share (2)
Amounts of
Shares/
registered
capital of our
Company
Settlement date of
the consideration
Discount to
the Offer
Price (3)
(RMB) (RMB)
Series A Investors /H1118/H1118/H1118/H1118/H1118/H1118Subscription June 22, 2021 30,000,000 1.96 87,460 June 22, 2021 92.10%
Series A+ Investors /H1118/H1118/H1118/H1118/H1118Subscription July 23, 2021 68,000,000 2.21 176,215 July 23, 2021 91.09%
Series B Investors /H1118/H1118/H1118/H1118/H1118/H1118Subscription October 18, 2021 75,000,000 (4) 5.88 72,953 November 8, 2021 76.29%
Series C Investors /H1118/H1118/H1118/H1118/H1118/H1118Subscription January 5, 2022 300,000,000 (5) 9.34 183,843 January 17, 2022 62.34%
Basis of determining the
consideration paid /H1118/H1118/H1118/H1118
Save as specifically disclosed above, the consideration for the Pre-IPO Investments which involved increase of registered capital of our
Company was determined based on arm’s length negotiations between the Company and the Pre-IPO Investors after taking into consideration
various factors, including, but not limited to, the historical operating performance, the timing of the investments and the prospects of our
business. The growth in the valuation of our Company has been in line with the growth in our total revenue.
To the best knowledge of our Company, for the Pre-IPO Investments which involved transfer of existing registered capital or Shares to the
Pre-IPO Investors, the considerations were determined among the then Shareholders of our Company and the relevant Pre-IPO Investors upon
their respective arm’s length negotiations.
Lock-up Period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC laws, within the 12 months following the Listing Date, all current Shareholders (including the Pre-IPO Investors)
cannot dispose of any of the Shares held by them.
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118
The gross proceeds from the Pre-IPO Investments involving increase of registered capital by our Company amounted to approximately RMB486
million. We utilized the proceeds from such Pre-IPO Investments for the principal business of our Group, including, but not limited to,
research and development activities, the growth and expansion of our Company’s business and general working capital purposes. As of the
Latest Practicable Date, approximately RMB150 million of the net proceeds from such Pre-IPO Investments had not been utilized and will
continue to be used for research and development activities, the growth and expansion of our Company’s business and general working capital
purposes.
No proceeds were received by our Company from the Pre-IPO Investments that involved transfers of existing registered capital or Shares to the
Pre-IPO Investors.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Strategic benefits to our
Company brought by
the Pre-IPO Investors /H1118/H1118
At the time of the respective Pre-IPO Investments, our Directors were of the view that our Company would benefit from the additional capital
provided by the Pre-IPO Investors’ investments in our Company and the Pre-IPO Investors’ knowledge and experience. Our Pre-IPO Investors
include experienced investors who can share their experience on brand building and market expansion as well as their insight on business
strategies and operations, their professional advice on our Group’s corporate governance and internal control, some of which are especially
experienced in robotics industry. Moreover, our Directors were also of the view that our Company could benefit from the Pre-IPO Investments
as the Pre-IPO Investors’ investments demonstrated their confidence in our operations and served as an endorsement of our performance,
strengths and prospects.
Notes:
(1) The Pre-IPO Investments consist of both (i) subscription of additional registered capital of the Company or new Shares by the Pre-IPO Investors, f or which the Company
was a party to such Pre-IPO Investments and received proceeds from such Pre-IPO Investors, the details of which are set out in this table; and (ii) trans fer of existing
registered capital or Shares to the Pre-IPO Investors, for which the Company was not a party to such Pre-IPO Investments and received no proceeds from s uch Pre-IPO
Investors, and for further details of such transfers, please refer to the paragraph headed “— Major Shareholding Changes of our Company” above.
(2) The adjusted cost per Share of each series is calculated by dividing the cost per registered capital unit by a coefficient of 174.8, which is determi ned by dividing the number
of Shares held by each Shareholder immediately upon the completion of the June 2022 Conversion by their respective registered capital immediately pr ior to the June
2022 Conversion, as adjusted by the Share Subdivision to be undertaken immediately prior to the Listing, for purpose of illustrating the premium or di scount to the Offer
Price.
(3) The discount to Offer Price is calculated based on the Offer Price of HK$27.00 per Offer Share (being the mid-point of the indicative Offer Price ran ge).
(4) The increase from the implied valuation of Series A+ financing to the implied valuation of Series B financing was determined based on arm’s length n egotiations between
our Company and the Pre-IPO Investors of the Series B financing taking into account the investors’ confidence in the business potential of our Company (especially with
the large-scale commercialization of our Company’s innovative sensor products, including the DTOF LiDAR and solid state linear LiDAR, which demons trated strong
commercial potential).
(5) The increase from the implied valuation of Series B financing to the implied valuation of Series C financing was determined based on arm’s length ne gotiations between
our Company and the Pre-IPO Investors of the Series C financing taking into account the overall increase in valuation of the then robotics industry (es pecially with the
successful sales breakthroughs with several key corporate clients and a significant rise in revenues from sales of algorithm modules).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Special rights of the Pre-IPO Investors
Pursuant to the capital increase agreements during the Pre-IPO Investments, certain
Pre-IPO Investors had been granted certain special rights, including, among others, pre-
emptive right, right of first refusal and co-sale, anti-dilution right, redemption right, liquidation
preferences, most favorable treatment, information right and director and supervisor
appointment right (“Special Rights”).
Pursuant to the equity transfer agreement dated January 19, 2022, if the Company fails
to complete a qualified initial public offering within the agreed timeframe, or if Mr. Zhou, Mr.
Guo or the Group commits a serious breach of any transaction document or other contract with
any of the then external shareholders, being Huaye Tiancheng, Tibet Wanqing, Qicheng
Investment, Mr. Wang Bing, Jiuyu Galaxy, Pengyuansheng, High Tech Investment Fuhai,
Mingshi Changfeng, Maker Town, Y uanjing SME, Y uanjing Dingheng, Lianjin Innovation,
Zhuhai Huaye, Wuhan Y uanxia, Houpu Digital, Gongchuang Zhuoxin, Wenrun Growth No. 1,
Qichuang Shared or Zhongjin Pucheng (collectively, the “Investors”), then each Investor shall
have the right, at any time they consider appropriate, to issue a written redemption notice to
the Company, requiring the Company to purchase all Shares held by that Investor. Pursuant to
the supplemental agreement of the capital transfer agreement dated February 25, 2022 (the
“Supplemental Agreement”) (after which no aforementioned special rights had been further
granted to any of the Pre-IPO Investors) entered into and among relevant Shareholders, save
for the information right and director and supervisor appointment right, all the special rights
granted to Pre-IPO Investors had ceased to be effective as of February 25, 2022. Pursuant to
the Articles of Association (the version taking effect on May 16, 2025), the information right
and director and supervisor appointment right had ceased to be effective as of May 16, 2025.
Accordingly, all special rights were terminated.
Joint Sponsors’ Confirmation
On the basis that (i) the considerations for the Pre-IPO Investments were irrevocably
settled more than 28 clear days before the date of our first submission of the listing application
form to the Stock Exchange in relation to the Listing, and (ii) the Special Rights granted to the
Pre-IPO Investors have ceased to be effective as of the Latest Practicable Date, the Joint
Sponsors confirm that the Pre-IPO Investments are in compliance with the Chapter 4.2 under
the Guide for New Listing Applicants.
Information relating to our major Pre-IPO Investors
Set out below is a description of each of our major Pre-IPO Investors, which have made
meaningful investments in our Company (each holding more than 1.00% of the total issued
share capital of our Company immediately prior to the Global Offering). To the best of the
Company’s knowledge, information and belief, save for Tibet Wanqing, Hunan Huaye, Zhuhai
Huaye and their respective ultimate beneficial owners, each of such major Pre-IPO Investors
and their respective ultimate beneficial owners are Independent Third Parties.
Tibet Wanqing
Tibet Wanqing is a limited liability company established under the laws of the PRC on
January 12, 2015, principally engaged in enterprise management planning, legal consultation,
technical collaboration, business information consulting and corporate image planning. Tibet
Wanqing is wholly owned by Mr. HUANG Tao ( රᏹ), who is deemed to be interested in the
Shares of our Company held by Tibet Wanqing, see “Substantial Shareholders.”
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Hunan Huaye
Hunan Huaye is a limited partnership established under the laws of the PRC on February
2, 2019, principally engaged in non-listed equity investment activities and related consulting
services. Hunan Huaye is held by its general partner, Shenzhen Huaye Tiancheng Investment
Partnership Enterprise (Limited Partnership) ( ଉέശุ˂ϓҳ༟ΥྫΆุ(Υྫ))
(“Shenzhen Huaye”) as to 1.21% and 19 limited partners as to 98.79%, none of which holds
30.00% or more of interest therein. Shenzhen Huaye is held by its general partner, Huaye
Tiancheng Investment Co., Ltd (ʮ̡) (“Huaye Tiancheng”), as to
1.00% and its limited partners Mr. SUN Y elin (؍and Mr. Y ANG Huajun ( เശё), who
are Independent Third Parties, as to 59.00% and 40.00%, respectively. Huaye Tiancheng
Investment Co., Ltd is held by Mr. SUN Y elin and Mr. Y ANG Huajun), as to 65.00% and
35.00%, respectively.
Zhuhai Huaye
Zhuhai Huaye is a limited partnership established under the laws of the PRC on December
22, 2020, principally engaged in equity investment in private equity funds, investment
management, asset management and other activities. Zhuhai Huaye is held by its general
partner Zhuhai Hengqin Huaye Tiancheng Investment Partnership Enterprise (Limited
Partnership) ( मऎዑೞശุ˂ϓҳ༟ΥྫΆุ(Υྫ)) (“Hengqin Huaye”) as to 0.05% and
40 limited partners as to 99.95%, none of which holds 30.00% or more of interest therein.
Hengqin Huaye is held by its general partner, Huaye Tiancheng, as to 1.00% and held by two
limited partners, namely Mr. SUN Y elin (؍and Mr. Y ANG Huajun ( เശё) as to 59.00%
and 40.00%, both Independent Third Parties.
Wuhan Yuanxia
Wuhan Y uanxia is a limited partnership established under the laws of the PRC on July 15,
2021, principally engaged in equity investment, investment management, asset management
and other activities. Wuhan Y uanxia is held (i) as to 1.00% by its general partner, Ningbo
Y uanguang Enterprise Management Consulting Co., Ltd (ʮ̡)
(“Ningbo Y uanguang”), which is in turn ultimately controlled by Mr. CAO Yi ( ૎ᆇ), an
Independent Third Party, as to 82.18% and (ii) as to 99.00% by three limited partners, among
which, 36.83% by Wuxi Y uanran Equity Investment Partnership Enterprise (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“Wuxi Y uanran”), 32.17% by Nanjing
Y uanjun Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟Υ
ྫΆุ(Υྫ)) (“Nanjing Y uanjun”), and 30.00% by National Small and Medium Sized
Enterprise Development Fund Co., Ltd. (ʮ̡) (“National SME
Development Fund”). The National SME Development Fund is held by the Ministry of Finance
of the People’s Republic of China as to 42.66% and no other shareholder holds 30% or more
of the interest therein. Wuxi Y uanran is held by its general partner Wuxi Y uandao Management
Consulting Co., Ltd (ʮ̡) (“Wuxi Y uandao”) as to 0.04% and 19
limited partners as to 99.96%, none of which holds 30.00% or more of interest therein. Nanjing
Y uanjun is held as to 0.04% by its general partner, Nanjing Y uanning Management Consulting
Co., Ltd. (ʮ̡) (“Nanjing Y uanning”), 33.26% by its limited partner,
New China Life Insurance Company Ltd. (ʮ̡) (601336.SH), and none
of its other 13 limited partners holds 30% or more of the interest therein. Both Wuxi Y uandao
and Nanjing Y uanning are ultimately controlled by Mr. CAO Yi, who indirectly holds 82.18%
of the interest respectively in Wuxi Y uandao and Nanjing Y uanning.
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Qicheng Investment
Qicheng Investment is a limited partnership established under the laws of the PRC on
September 22, 2016, principally engaged in venture capital and equity investment, investment
management, asset management and other activities through private equity funds. Qicheng
Investment is held by its general partner Xinjiang Mingshi Investment Management Co., Ltd.
(ʮ̡), as to 6.06% and 11 limited partners as to 93.94%, among which
Y oungsun Construction Group Co., Ltd. (ʮ̡) holds 30.30% of interest
therein, and none of the other limited partners holds 30.00% or more of interest therein.
Xinjiang Mingshi Investment Management Co., Ltd. is held by Mr. FAN Wenyang (ݱand
Mr. GAO Lianhao ( ৷ஹख), both Independent Third Parties, as to 90.00% and 10.00%
respectively. Y oungsun Construction Group Co., Ltd. is held by Independent Third Parties,
including Mr. HE Guosheng ( О਷͛), Ms. LIU Y an ( ᄎዲ), Mr. LIU Sheyi (່), Ms.
ZHOU Qianyu (ϻ), Ms. ZHOU Y an ( մዲ), Ms. SUN Xianmei (ᒻૠ), Ms. SONG
Guiling (ޛ࣭Mr. ZHANG Y uanqing ( ੵʩ૶), Mr. PENG Hong ( ు҃), Mr. FANG Jianhua
(ശ), Mr. FANG Dexin ( ˙ᅃ㒥), Ms. ZHU Lin ( ϡ೙), Ms. LI Na (ࢆMs. LI Y uling
(ޛMs. LI Xia ( ҽᒳ), Ms. Y ANG Li ( เᘆ), Ms. Y ANG Mei ( เૠ), Mr. LIANG Bojun
(ࠏMr. TANG Guoyi ( ಷ਷່), Mr. W ANG Leyu ( ˮᆀρ), Ms. W ANG Fengping ( ˮჾ
റ), Ms. W ANG Aimei ( ˮฌૠ), Ms. W ANG Y uying (ߵMs. W ANG Fumei ( ˮ၅ૠ),
Mr. SU Lingping ( ᘽὋ̻), Mr. SU Zhilian ( ᘽқஹ), Ms. ZHONG Taoxian (΋), Ms.
CHEN Xiufen (ځMr. GAO Sheng ( ৷ʺ), and Ms. WEI Xinhui ( ᕧอᅆ), none of which
holds 30.00% or more of interest therein.
Mingshi Changfeng
Mingshi Changfeng is a limited partnership established under the laws of the PRC on
September 17, 2021, principally engaged in investment management and asset management.
Mingshi Changfeng is held by its general partner, Xinjiang Mingshi Investment Management
Co., Ltd., as to 1.96% and seven limited partners as to 98.04%, none of which holds 30.00%
or more of interest therein. Xinjiang Mingshi Investment Management Co., Ltd. is held by FAN
Wenyang (ݱand GAO Lianhao ( ৷ஹख) as to 90.00% and 10.00%, respectively.
Shenzhen Pengyuansheng
Shenzhen Pengyuansheng is a limited partnership established under the laws of the PRC
on May 16, 2017, principally engaged in enterprise management, business management
consulting, marketing strategy planning, financial consulting, information consulting services,
information technology consulting services, corporate headquarters management and domestic
trade agency. Shenzhen Pengyuansheng is held by its general partner Foshan Zhuoweisheng
Trading Co., Ltd. (ʮ̡) as to 61.00% and its limited partner Foshan
Hengyi Chuang Trading Co., Ltd (ʮ̡) as to 39.00%. Each of Foshan
Zhuoweisheng Trading Co., Ltd. and Foshan Hengyi Chuang Trading Co., Ltd. is wholly
owned by Shenzhen Pengrui Investment Group Co., Ltd. (ʮ̡
), which is
held by two individuals who are Independent Third Parties of our Company, namely Mr. XU
Hang (ঘ) and Ms. Wang Lin ( ˮ೙) as to 99.80% and 0.20%.
Yuanjing SME
Y uanjing SME is a limited partnership established under the laws of the PRC on July 12,
2021, principally engaged in equity investment. Y uanjing SME is held by its general
partner Hangzhou Y uanjing Sanjiu Management Consulting Partnership Enterprise (Limited
Partnership) (ψ෥ዽɧɮ၍ଣፔ༔ΥྫΆุ(Υྫ)) as to 1.23% and 16 limited partners
as to 98.77%, none of which holds 30.00% or more of interest therein. Hangzhou Y uanjing
Sanjiu Management Consulting Partnership Enterprise (Limited Partnership) is held as to
4.00% by its general partner, Hangzhou Y uanjing Dingsheng Enterprise Management Co., Ltd.
(ʮ̡), and as to 96.00% by five limited partners, among which,
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Hangzhou Hongshan Investment Management Co., Ltd. (ʮ̡) held
84.00%, Ms. TIAN Min held 2.60%, Mr. CHEN Hongliang (ڥݳheld 1.40% and neither
of the other two limited partners holds 30.00% or more of interest therein. Hangzhou Y uanjing
Dingsheng Enterprise Management Co., Ltd. is held by two individuals who are Independent
Third Parties, namely Mr. CHEN Hongliang and Ms. TIAN Min as to 65.00% and 35.00%.
Hangzhou Hongshan Investment Management Co., Ltd. is held by two individuals who are
Independent Third Parties, namely Mr. Wu Hanyuan ( юဏ๕) and Mr. GUO Qinghang ( ெᅅ
؄as to 60.00% and 40.00%.
Yuanjing Dingheng
Y uanjin Dingheng is a limited partnership established under the laws of the PRC on
December 18, 2020, principally engaged in equity investment. Y uanjing Dingheng is held as to
0.20% by its general partner, Hangzhou Y uanjing Ruiheng Investment Management Co., Ltd.
(ʮ̡), and as to 99.80% by three limited partners, among which,
Hangzhou Jinglong Enterprise Management Co., Ltd. (ʮ̡) holds
59.88%, and neither of the other two limited partners holds 30.00% or more of interest therein.
Hangzhou Y uanjing Ruiheng Investment Management Co., Ltd. is held by three individuals
who are Independent Third Parties, namely Mr. WU Y ongming (თ), Mr. CHEN Hongliang
and Ms. TIAN Min as to 83.00%, 10.00% and 7.00%. Hangzhou Jinglong Enterprise
Management Co., Ltd. is held by two individuals who are Independent Third Parties, namely
Mr. QIU Jialin (؍and Mr. LI Jun ( ҽඓ) as to 90.91% and 9.09%.
Lianjin Innovation
Lianjin Innovation is a limited partnership established under the laws of the PRC on
December 3, 2018, principally engaged in equity investment. Lianjin Innovation is held as to
0.54% by its general partner, Lianjin Private Equity V enture Capital Fund Management
(Shenzhen) Co., Ltd. (၍ଣ(ଉέ)ʮ̡) and as to 99.46% by
15 limited partners, none of which holds 30.00% or more of interest therein. Lianjin Private
Equity V enture Capital Fund Management (Shenzhen) Co., Ltd. is held (i) as to 51.00% by
CICC Capital Operations Co., Ltd. (ʮ̡) (which is in turn wholly owned by
China International Capital Corporation Ltd. (ʮ̡), a company listed
on the Stock Exchange (stock code: 3908) and the Shanghai Stock Exchange (stock code:
601995)), and (ii) as to 49.00% by China Unicom Capital Investment Holdings Limited ( ᑌஷ
ʮ̡) (which is in turn ultimately wholly owned by the State-owned Assets
Supervision and Administration Commission of the State Council).
Jiuyu Galaxy
Jiuyu Galaxy is a limited partnership established under the laws of the PRC on July 13,
2015, principally engaged in investment management and asset management. Jiuyu Galaxy is
held as to 2.44% by its general partner Shenzhen Jiuyu Capital Management Co., Ltd. ( ଉέ
ʮ̡) and as to 97.56% by 16 limited partners, none of which holds 30.00%
or more of interest therein. Shenzhen Jiuyu Capital Management Co., Ltd. is held by two
Independent Third Parties, namely Mr. ZHAO Y ujie ( Ⴛρ௫) and Mr. ZHANG Zhen ( ੵቤ)a s
to 99.05% and 0.95%.
Gongchuang Zhuoxin
Gonggchuang Zhuoxin is a limited partnership established under the laws of the PRC on
August 13, 2021, principally engaged in investment activities with own funds, information
technology consulting services and information consulting services. Gongchuang Zhuoxin is
held as to 0.05% by its general partner, Ms. ZHANG Lijun (ࠏan Independent Third
Party and as to 99.95% by 12 limited partners, none of which holds 30.00% or more of interest
therein.
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Information relating to other Pre-IPO Investors
Set out below is a description of each of the other Pre-IPO Investors, which have made
investments in our Company. To the best of the Company’s knowledge, information and belief,
each of such Pre-IPO Investors are Independent Third Parties.
High Tech Investment Fuhai
High Tech Investment Fund is a limited partnership established under the laws of the PRC
on July 16, 2021, mainly engaged in equity investment, investment management, asset
management and other activities. High Tech Investment Fund is held as to 1.00% by its general
partner Shenzhen High Tech Investment Zhengxuan Equity Investment Fund Management Co.,
Ltd. (ʮ̡) (“Shenzhen High Tech Investment
Zhengxuan”), and as to 99.00% by its two limited partners, among which, 70.00% by Shenzhen
Fuhai Industrial Innovation Phase I Partnership Enterprise (Limited Partnership) ( ଉέ̹၅ऎ
ପุ௴อɓಂΥྫΆุ(Υྫ)) (“Fuhai Industrial Innovation Phase I”) and 29.00% by
Shenzhen Gaoxin Investment Group Co., Ltd. (ʮ̡) (“Shenzhen HTI
Group Co., Ltd.”). Shenzhen High Tech Investment Zhengxuan is held by Shenzhen High-tech
Investment Group Co., Ltd. (ʮ̡) and Shenzhen Zhengxuan
Investment Co., Ltd. (ʮ̡) as to 60.00% and 40.00%, respectively.
Shenzhen High-tech Investment Group Co., Ltd. is held by Shenzhen Investment Holding Co.,
Ltd. (ʮ̡), Shenzhen Stable Development Investment Co., Ltd. ( ଉέ̹
ʮ̡), Shenzhen Capital Operation Group Co., Ltd. ( ଉέ̹༟͉༶ᐄණྠϞ
ʮ̡), Shenzhen Construction Development (Group) Co., Ltd. (ணක೯(ණྠ)
ʮ̡), Shenzhen Luohu Industrial Investment Private Equity Investment Fund
Management Co., Ltd. (ʮ̡), and Shenzhen Shenwan
Zhichuang Technology Co., Ltd. (ʮ̡), as to 45.81%, 22.24%,
14.74%, 12.99%, 2.68% and 1.54%, respectively. Shenzhen Investment Holding Co., Ltd. is
held by the State-owned Assets Supervision and Administration Commission of the Shenzhen
Municipal People’s Government (ึ) as to 100.00%,
and Shenzhen Stable Development Investment Co., Ltd., Shenzhen Capital Operation Group
Co., Ltd. and Shenzhen Construction Development (Group) Co., Ltd. are ultimately controlled
by the State-owned Assets Supervision and Administration Commission of the Shenzhen
Municipal People’s Government, as to 72.83%, 100.00%, and 100.00%, respectively. Shenzhen
Zhengxuan Investment Co., Ltd. is held by XIA Zuoquan (РΌ) and Y ANG Zhilian ( เқᇳ),
as to 97.25% and 2.75%, respectively. Fuhai Industrial Innovation Phase I is held as to 14.29%
by its general partner, Shenzhen Fuhai Zhigu Industrial Technology Co., Ltd. ( ଉέ̹၅ऎ౽
ʮ̡) and no limited partner holds more than 30.00% or more of interest
therein. Shenzhen Fuhai Zhigu Industrial Technology Co., Ltd. is held as to 60.00% by Ms.
HUANG Xiaojun (ࢇand 40.00% by Mr. HUANG Mianbo (ت.)
Houpu Digital
Houpu Digital is a limited liability company established under the laws of the PRC on
February 10, 2021, mainly engaged in network technology services, software development,
basic software development for artificial intelligence and related activities. Houpu Digital is
wholly owned by New Hope Investment Development (Guangdong) Co., Ltd. ( อҎૐҳ༟೯
࢝(؇)ʮ̡), which in turn is wholly owned by Nanfang Hope Industrial Co., Ltd. (ی
ʮ̡). Nanfang Hope Industrial Co., Ltd. is held by New Hope Group Co., Ltd.
(ʮ̡) and Ningbo Zhuosheng Investment Co., Ltd. (ʮ̡)
as to 51.00% and 49.00%, respectively. New Hope Group Co., Ltd. is ultimately controlled by
LIU Y onghao ( ᄎ͑λ) as to 89.60%, of which 75.00% was held indirectly through NEW
HOPE HOLDING GROUP CO., LIMITED (ʮ̡), which is in turn wholly
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owned by New Hope Asia Pacific Investment Holdings Limited (ʮ
̡), and 14.60% was directly held by LIU Y onghao. New Hope Asia Pacific Investment
Holdings Limited is ultimately owned by LIU Y onghao ( ᄎ͑λ) as to 100.00%, of which
99.25% was held indirectly through Lhasa Economic and Technological Development Zone
New Hope Investment Co. Ltd (ʮ̡), a company wholly
owned by LIU Y onghao and 0.75% was directly held by LIU Y onghao. Ningbo Zhuosheng
Investment Co., Ltd. is held by Xizang Tianyi Industrial Co., Ltd. (ʮ̡) and
LIU Y onghao as to 72.66% and 27.34%, respectively. Xizang Tianyi Industrial Co., Ltd. is in
turn wholly owned by Runhe Investment Holdings Private Limited (ʮ
̡).
Zhongjin Pucheng
Zhongjin Pucheng is a limited liability company established under the laws of the PRC
on April 10, 2012, mainly engaged in investment management, investment consultancy, import
and export of goods and technology, freight forwarding, warehousing and other activities.
Zhongjin Pucheng is wholly owned by China International Capital Corporation Limited
(601995.SH, 3908.HK).
Wenrun Growth No. 1
Wenrun Growth No. 1 is a limited partnership established under the laws of the PRC on
November 4, 2020, principally engaged in equity investment, investment management, asset
management and other activities. It is held by Guangdong Wens Investment Co., Ltd. (๝
ʮ̡) as its general partner as to 59.55%, and two limited partners as to 40.45%,
none of which holds 30.00% or more of interest therein. Guangdong Wens Investment Co., Ltd.
is wholly owned by Wens Foodstuff Group Co., Ltd. (ʮ̡), a company
listed on the ChiNext Market of Shenzhen Stock Exchange (300498.SZ).
Qichuang Shared
Qichuang Shared is a limited partnership established under the laws of the PRC on June
6, 2013, principally engaged in investment and other activities. It is held as to 14.17% by its
general partner, Mr. LUO Y ueting (ࢬan Independent Third Party, and 45.83% by its
limited partner Mr. QIN Y ongjin (ආ), an Independent Third Party. No other limited partner
holds more than 30.00% or more of interest therein.
Mr. W ANG Bing ( ˮ㪓)
Mr. W ANG Bing is an Independent Third Party and an individual investor, who is
principally engaged in equity investments in the technology sector.
Maker Town
Maker Town is a limited partnership established under the laws of the PRC on September
6, 2018, principally engaged in investment management and consultancy for non-securities
business. It is held as to 1.82% by its general partner, Beijing Innovation Town Asset
Management Corporation Limited (ʮ̡), 40.82% by its limited
partner Beijing Maker Town Investment Management Co., Ltd. (ʮ
̡) and 36.36% by Xinjiang Tianshan Hanhai Investment Fund L.P . (Ϟ
ΥྫΆุ); no other limited partner holds more than 30.00% or more of interest therein.
Beijing Innovation Town Asset Management Corporation Limited is held as to 51.00% by
Beijing Maker Town Investment Management Co., Ltd. and 49.00% by Xinjiang Mingshi
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Investment Management Co., Ltd. Beijing Maker Town Investment Management Co., Ltd. is
held by Beijing Furui Technology Co., Ltd. (ʮ̡) and Zhongrang Group
Co., Ltd (ʮ̡) as to 51.00% and 49.00%, respectively. Beijing Furui Technology
Co., Ltd. is wholly owned by Beijing Enxin Life Service Co., Ltd. (ʮ
̡), which is in turn owned by Enxin Happiness Life Service Group Co., Ltd. (ݺ
ʮ̡) and Beijing Xinda Sunshine Investment Center (Limited Partnership) ( ̏
༺ජΈҳ༟ʕː(Υྫ)) as to 95.00% and 5%, respectively. Enxin Happiness Life
Service Group Co., Ltd. is held by XU Kai ( ஢௱) and PAN Qiuju (ീ) as to 80.00% and
20.00%, respectively. Zhongrang Group Co., Ltd is owned by QU Xiaodong (؇ZHENG
Y anyan ( ቍ⇴ᜮ) and QU Zijun (૔ඓ) as to 52.00%, 46.00% and 2.00%, respectively.
Xinjiang Tianshan Hanhai Investment Fund L.P . is held as to 2.56% by its general partner
Xinjiang Mingshi Investment Management Co., Ltd. (ʮ̡), which is
held as to 90.00% by Mr. FAN Wenyang (ݱand 10.00% by Mr. GAO Lianhao ( ৷ஹख),
both Independent Third Parties; no limited partner holds more than 30.00% or more of interest
therein.
Yuanxi Intelligent
Y uanxi Intelligent is a limited liability partnership established under the laws of the PRC
on January 18, 2022, mainly engaged in smart manufacturing, artificial intelligence public
service platform, technical consulting services, enterprise management, information services
and other activities. It is held as to 33.33% by its general partner, Shenzhen Chuanying
Investment Co., Ltd.(ʮ̡), 43.33% by its limited partner, Mr. W ANG
Zhipei ( ӓ౽Ӓ), an Independent Third Party, and 23.33% by its other limited partner, Mr. YU
Chuan ( ఏʇ), an Independent Third Party. Shenzhen Chuanying Investment Co., Ltd. is held
as to 100.00% by Shenzhen Chuanying Enterprise Management Co., Ltd. (Άุ၍ଣ
ʮ̡), and the latter is held as to 50.00% by Mr. YU Chuan and 50.00% by Ms. LEI
Huiying (ߵan Independent Third Party.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period, we have not made any acquisitions, disposals or mergers
that we consider to be material to us.
PUBLIC FLOAT AND FREE FLOAT
(i) 11,884,350 H Shares (being 118,843,500 H Shares immediately following the Share
Subdivision) converted from Unlisted Shares and held by our Controlling Shareholders
(namely, Mr. Zhou, Mr. Guo, Photon Space and Ms. W ANG Mingyue), representing 39.61% of
total issued Shares as of the Latest Practicable Date, or approximately 35.65% of our total
issued Shares upon Listing (assuming the Over-allotment Option is not exercised), (ii)
4,471,470 H Shares (being 44,714,700 H Shares immediately following the Share Subdivision)
converted from Unlisted Shares and held by our substantial shareholder, namely Tibet
Wanqing, representing 14.90% of total issued Shares as of the Latest Practicable Date, or
approximately 13.41% of our total issued Shares upon Listing (assuming the Over-allotment
Option is not exercised), and (iii) 4,058,370 H Shares (being 40,583,700 H Shares immediately
following the Share Subdivision) converted from Unlisted Shares and controlled by our
substantial shareholder, namely Huaye Tiancheng (through Hunan Huaye and Zhuhai Huaye),
representing 11.74% and 1.79% of total issued Shares as of the Latest Practicable Date, or
approximately 10.57% and 1.61% of our total issued Shares upon Listing (assuming the
Over-allotment Option is not exercised), will not be counted towards the public float according
to Rule 8.08 of the Listing Rules (as amended and replaced by Rule 19A.13A(1)).
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To the best knowledge of the Directors and after due enquiries, taking into account the
Conversion of Unlisted Shares into H Shares upon Listing and the Global Offering,
129,191,500 H Shares, representing approximately 38.76% of our total issued Shares upon
Listing (assuming the Over-allotment Option is not exercised), held by the remaining
Shareholders other than the above-mentioned Shareholders will be counted towards to the
public float according to Rule 8.08 of the Listing Rules (as amended and replaced by Rule
19A.13A(1)) upon the Listing, which is higher than the prescribed percentage of H Shares
required to be held in public hands of 25% under Rule 8.08(1) (as amended and replaced by
Rule 19A.13A) of the Listing Rules based on a minimum Offer Price of HK$24.00 per H Share.
Therefore, our Company will be able to meet the minimum public float requirements under
Rule 8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules.
Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer
with no other listed shares at the time of listing, this will normally mean that the portion of H
shares for which listing is sought that are held by the public and not subject to any disposal
restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at the
time of listing, must: (a) represent at least 10% of the total number of issued shares in the class
to which H shares belong at the time of listing (excluding treasury shares), with an expected
market value at the time of listing of not less than HK$50 million; or (b) have an expected
market value at the time of listing of not less than HK$600 million. Our Company will satisfy
the free float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of
the Listing Rules.
CAPITALIZATION OF OUR COMPANY
The following table sets out our shareholding structure (a) as of the Latest Practicable
Date and (b) immediately upon the completion of the Global Offering and the Conversion of
the Unlisted Shares into H Shares, assuming the Over-allotment Option is not exercised.
Number of Shares upon
completion of the
Global Offering (1)
Shareholders
Number of
Shares held
by the
Shareholder
as of the
Latest
Practicable
Date H Shares (5)
Unlisted
Shares
Aggregate
ownership
percentage
as at the
Latest
Practicable
Date
Aggregate
ownership
percentage
upon
completion
of the
Global
Offering (1)
Whether
the
H Shares
held by the
Shareholder
is counted
towards the
public float
Group of Controlling
Shareholders
Mr. Zhou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,163,770 61,637,700 N/A 20.55% 18.49% No
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,422,790 34,227,900 N/A 11.41% 10.27% No
Photon Space (2) /H1118/H1118/H1118/H1118/H1118/H1118/H11182,040,810 20,408,100 N/A 6.80% 6.12% No
Ms. Wang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118256,980 2,569,800 N/A 0.86% 0.77% No
Employee Incentive
Platform (2)
Lecheng Technology /H1118/H1118/H1118/H11182,622,600 26,226,000 N/A 8.74% 7.87% Y es
Pre-IPO Investors (3)
Tibet Wanqing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,471,470 44,714,700 N/A 14.90% 13.41% No
Hunan Huaye and
Zhuhai Huaye /H1118/H1118/H1118/H1118/H1118/H11184,058,370 40,583,700 N/A 13.53% 12.18% No
Wuhan Y uanxia /H1118/H1118/H1118/H1118/H1118/H1118/H1118985,710 9,857,100 N/A 3.29% 2.96% Y es
Qicheng Investment /H1118/H1118/H1118/H1118888,600 8,886,000 N/A 2.96% 2.67% Y es
Mingshi Changfeng /H1118/H1118/H1118/H1118391,140 3,911,400 N/A 1.30% 1.17% Y es
Pengyuansheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118724,500 7,245,000 N/A 2.42% 2.17% Y es
Y uanjing SME and
Y uanjing Dingheng /H1118/H1118/H11181,221,420 12,214,200 N/A 4.07% 3.66% Y es
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Number of Shares upon
completion of the
Global Offering (1)
Shareholders
Number of
Shares held
by the
Shareholder
as of the
Latest
Practicable
Date H Shares (5)
Unlisted
Shares
Aggregate
ownership
percentage
as at the
Latest
Practicable
Date
Aggregate
ownership
percentage
upon
completion
of the
Global
Offering (1)
Whether
the
H Shares
held by the
Shareholder
is counted
towards the
public float
Lianjin Innovation /H1118/H1118/H1118/H1118/H1118642,870 6,428,700 N/A 2.14% 1.93% Y es
Jiuyu Galaxy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118430,560 4,305,600 N/A 1.44% 1.29% Y es
Gongchuang Zhuoxin /H1118/H1118/H1118428,550 4,285,500 N/A 1.43% 1.29% Y es
Houpu Digital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,290 2,892,900 N/A 0.96% 0.87% Y es
High Tech Investment
Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,120 2,551,200 N/A 0.85% 0.77% Y es
Zhongjin Pucheng /H1118/H1118/H1118/H1118/H1118214,290 2,142,900 N/A 0.71% 0.64% Y es
Wenrun Growth No. 1 /H1118/H1118/H1118208,170 2,081,700 N/A 0.69% 0.62% Y es
Qichuang Shared /H1118/H1118/H1118/H1118/H1118/H11186,090 60,900 N/A 0.02% 0.02% Y es
Mr. W ANG Bing /H1118/H1118/H1118/H1118/H1118/H1118125,730 1,257,300 N/A 0.42% 0.38% Y es
Maker Town /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,040 1,190,400 N/A 0.40% 0.36% Y es
Y uanxi Intelligent /H1118/H1118/H1118/H1118/H111832,130 321,300 N/A 0.11% 0.10% Y es
Offer Shares
Offer Shares
Shareholders (4) /H1118/H1118/H1118/H1118/H1118/H1118– 33,333,400 N/A – 10.00% Y es
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000,000 333,333,400 N/A 100.00% 100.00% Y es
Notes:
(1) Assuming the Over-allotment Option is not exercised.
(2) Photon Space and Lecheng Technology are our Employee Ownership Platforms. For details, see “Appendix
VI—Statutory and General Information—D. Employee Incentive Schemes.”
(3) See “—Pre-IPO Investments—Information relating to our Major Pre-IPO Investors” for the detailed
background information of each of the Pre-IPO Investors. To the best of the Company’s knowledge,
information and belief, such Shareholders are Independent Third Parties.
(4) “Offer Shares Shareholders” refer to the Shareholders who subscribe for the Offer Shares pursuant to the
Global Offering.
(5) The number of H Shares upon Listing represents (i) in respect of the existing Shareholders, the number of H
Shares as converted from Unlisted Shares under the Conversion of Unlisted Shares into H Shares immediately
following the Share Subdivision, and (ii) in respect of the public Shareholders, the number of H Shares to be
issued pursuant to the Global Offering.
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CORPORATE STRUCTURE
The following charts illustrate our shareholding and corporate structure (1) immediately prior to the completion of the Global Offering and (2)
immediately after the completion of the Global Offering (assuming that the Over-allotment Option has not been exercised).
Immediately prior to the completion of the Global Offering
The following diagram illustrates the simplified corporate and shareholding structure of our Company immediately prior to the completion of
the Global Offering:
Mr. Zhou(1) Mr. Guo(1)
20.55% 11.41% 0.86% 6.80% 8.74% 14.90% 11.74% 23.21%
Photon
Space(1)(2)Ms. Wang(1) Tibet Wanqing Hunan Huaye Other Pre-IPO Investors(3)
1.79%
Zhuhai HuayeLecheng Technology(2)
100.00%100.00%
100.00%
100.00% 100.00% 100.00% 100.00%
Our Company
MENGOBOT ANTHBOT SG
ANTHBOT GER
Zhuhai Ledong Guangdong Ledong Shenzhen Lezhi Ledong Software
100.00%
Shenzhen Lechuang Robot Co., Ltd.
(ʮ̡)
Notes:
(1) Mr. Zhou, Mr. Guo, Ms. Wang and Photon Space form the Controlling Shareholders of our Company. See “Relationship with Our Controlling Shareholder s” for details.
(2) Lecheng Technology and Photon Space are Employee Incentive Platforms of our Company. See “Appendix VI Statutory and General Information—D. Empl oyee Incentive
Schemes” for details, including details of their respective shareholdings.
(3) Other Pre-IPO Investors include: (i) Series B Investors, namely, Pengyuansheng (2.42%), High Tech Investment Fuhai (0.85%), Mingshi Changfeng (1.30%) and Maker Town
(0.40%); (ii) Series C Investors, namely, Y uanjing SME (2.29%), Y uanjing Dingheng (1.79%), Lianjin Innovation (2.14%), Zhuhai Huaye (1.79%), Wuha n Y uanxia (3.29%),
Houpu Digital (0.96%) and Gongchuang Zhuoxin (1.43%); (iii) Qicheng Investment (2.96%), Jiuyu Galaxy (1.44%), Zhongjin Pucheng (0.71%), Wenrun Gr owth No. 1 (0.69%),
Mr. W ANG Bing (0.42%), Y uanxi Intelligent (0.11%), and Qichuang Shared (0.02%). See “—Pre-IPO Investments—Information relating to our Major Pre-I PO Investors” above
for the detailed background information of each of the other Pre-IPO Investors.
(4) Hunan Huaye and Zhuhai Huaye are under the common control by Huaye Tiancheng and their aggregated shareholdings are 13.53% as of the Latest Practic able Date, or
approximately 12.18% upon Listing (assuming the Over-allotment Option is not exercised).
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Immediately after the completion of the Global Offering (assuming that the Over-allotment Option has not been exercised)
The chart below sets out the shareholding structure of our Company immediately following the completion of the Global Offering (assuming
the Over-allotment Option is not exercised):
7.87% 13.41% 10.57% 20.89% 10.00%
Tibet Wanqing Hunan Huaye Other Pre-IPO Investors(3) Offer Shares ShareholdersLecheng Technology(2)
100.00%
100.00%
100.00% 100.00% 100.00% 100.00% 100.00%
Our Company
MENGOBOT ANTHBOT SG
ANTHBOT GER
Zhuhai Ledong Guangdong Ledong Shenzhen Lezhi Ledong Software
1.61%
Zhuhai HuayeMr. Zhou(1) Mr. Guo(1)
18.49% 10.27% 0.77% 6.12%
Photon
Space(1)(2)Ms. Wang(1)
100.00%
Shenzhen Lechuang Robot Co., Ltd.
Note:
Notes (1) to (4): See the corresponding notes for the chart under “Immediately prior to the completion of the Global Offering” above.
(5) The shareholdings of Wuhan Y uanxia, Qicheng Investment, Mingshi Changfeng, Pengyuansheng, Y uanjing SME, Y uanjing Dingheng, Lianjin Innovati on, Jiuyu Galaxy,
Gongchuang Zhuoxin, Houpu Digital, High Tech Investment Fuhai, Zhongjin Pucheng, Wenrun Growth No. 1, Qichuang Shared, Mr. W ANG Bing, Maker Town and Y uanxi
Intelligent will be counted towards the public float. For further details, see “—Public Float.”
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OVERVIEW
Who We Are
We are a company offering visual perception products and robot lawn mowers.
Our Business
We are one of the companies possessing a set of intelligent robot visual perception
technology product matrix, encompassing a wide range of innovative intelligent robot LiDAR
products. Our intelligent visual perception products are integrated into a wide range of
complete robots such as robotic vacuum cleaners, robot lawn mowers, room service robots,
restaurant service robots, inspection robots and logistics robots. Seizing the global growth
opportunities in the intelligent robot lawn mower market, we have efficiently developed and
successfully commenced mass production of complete intelligent robot lawn mowers. Focusing
on multi-modal perception technology and AI algorithms, we have developed a wide range of
capabilities from underlying R&D technologies to advanced application implementations in the
field of intelligent robots. We also possess in-house capacities to design and manufacture
complete robots. With our continued product innovation, we are developing products tailored
for emerging scenarios, such as intelligent garden maintenance system, and expanding our
brand in the overseas.
Headquartered in China, we are strategically expanding our footprint in overseas markets.
We have established R&D and production bases in Shenzhen and a technical support center in
Suzhou. We are also setting up operation centers in Singapore, Hong Kong and Germany, along
with production collaborations in Vietnam, to ensure efficient overseas R&D production, sales
and services. We have established close cooperation with more than 300 robotics and related
companies. As of the Latest Practicable Date, our products and services reached end users in
more than 50 countries and regions. We manage factories of more than 20,000 square meters,
and have established a reliable supply chain ecosystem. This supports our R&D, design and
manufacturing of visual perception and complete robotic products, thereby ensuring stable and
flexible deliveries of products with high-quality services.
Operational Data
Our technological innovation capabilities, combined with a set of intelligent robot visual
perception product matrix, intelligent robot technical scalability and the full-cycle
“R&D–production–sales–operation–service” management system have earned us brand
recognition and customer trust. During the Track Record Period, our customers included seven
of the world’s top ten household service robot companies and all of the world’s top five
commercial service robot companies, according to CIC. In 2023, 2024 and 2025, our revenue
generated from seven of the world’s top ten household service robot companies amounted to
RMB60.6 million, RMB146.7 million and RMB201.2 million, respectively. Our revenue
generated from the world’s top five commercial service robot companies amounted to RMB1.6
million, RMB0.7 million and RMB4.5 million, respectively, during the same period. Our group
customer retention rate reached approximately 84.0% in 2023 and further increased to
approximately 90.0% in 2024. We recorded a customer retention rate of 100.0% in 2025. In
addition, our group customer net dollar retention rate reached approximately 113.0% in 2023
and further increased to approximately 145.0% in 2024. We also recorded a group customer net
dollar retention rate of 133.0% in 2025.
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Our Development Path
Focusing on intelligent robot visual perception as the entry point, we identify diverse
needs in the developing robotics industry, emerging sectors in vertical scenarios and pursue our
mission to improve life quality through technology.
First Growth Curve
Visual perception technologies and products represent the first growth curve of our
business. We believe that visual perception technology is one of the core technologies for the
application and continuous development of intelligent robots. Accordingly, we have been
focusing primarily on the research and development of visual perception technologies and
products for intelligent robots. We launched our first-generation of LiDAR and simultaneous
localization and mapping (SLAM) algorithms in 2018 and the world’s first consumer-grade
Mini DTOF LiDAR in 2020, which enabled us to expand the application of our advanced
intelligent robot visual perception technology in various sectors. With our robust R&D
capabilities and extensive experience in intelligent robot applications, we have gradually
developed a range of visual perception products and enhanced AI spatial algorithms for
mass-produced intelligent robots, creating a solid foundation of intelligent robot perception
infrastructure. In 2025, our visual perception technologies empowered over nine million units
of intelligent robot products, marking a significant milestone for the first growth curve of our
business.
Second Growth Curve
Intelligent robot lawn mowers constitute the second growth curve of our business.
Leveraging years of expertise in visual perception technology and self-developed general-
purpose robotics R&D platforms, we have gradually extended our business downstream and
developed capabilities for the R&D, design and mass production of complete intelligent robots.
Through research on technology and product trends, compatibility testing of key technologies
with practical use cases and assessment of market potential, we identified our entry point into
complete intelligent robots to begin with intelligent robot lawn mowers. Our market research
showed significant potential for robot lawn mowers, especially in Europe, North America and
Australia. We applied our accumulated visual perception technologies into our first-generation
intelligent robot lawn mowers, achieving mass production and sales of over 10,000 units in
2024. Through continuous technological innovation and product iteration, we achieved mass
production of our second-generation intelligent robot lawn mowers in 2025, integrating our
AI-powered scenario recognition and boundary detection algorithms to enhance adaptability
and environmental perception. Leveraging first-mover technology, products and industry
insights, we are rapidly expanding our overseas business with intelligent robot lawn mowers,
creating our second growth curve.
Growth Achievement
As a result of our business growth, we achieved rapid increase in revenue from
RMB276.6 million in 2023 to RMB467.3 million in 2024, and further to RMB747.8 million in
2025, representing a CAGR of approximately 64.4% from 2023 to 2025.
OUR COMPETITIVE STRENGTHS
We continue to strengthen our competitive edge to enhance our market position. Our
success is attributed to the following competitive strengths, which we believe will continue to
drive our future development.
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We are a robotics company focusing on visual perception, possessing a set of capabilities
from underlying technology R&D to advanced application implementation and offering a wide
range of intelligent robot LiDAR products. Since our establishment, we have continually
driven product innovation through robust technology development and rapidly realized
commercialization and enhanced economies of scale by deeply cultivating market demand and
scenario applications. Our visual perception technologies empowered over nine million units
of intelligent robots in 2025.
As an enterprise handling key processes of intelligent robot infrastructure, we play a
significant role in the overall industrial chain of intelligent robots. According to CIC, we are
among the first providers globally to commercialize consumer-grade Mini DTOF LiDAR, line
laser radar for robots and possess core technologies in the intelligent robotics sector with
presence in the overseas.
With years of experience in the intelligent robotics industry, we have offered advanced
product technology and gained a recognized market reputation. We have received several
honors including the 2025 Specialized and Innovative Key “Little Giant” Enterprise ( ਖ਼ၚत
ᓃ“ʃ̶ɛ”Άุ) at national level, the 2024 Manufacturing Single Champion Enterprise of
Guangdong Province (Άุ), the 2024 Shenzhen Intellectual Property
Leading Enterprise (Άุ) and Top 50 Leading Enterprises in Strategic
Emerging Industries of the Guangdong-Hong Kong-Macao Greater Bay Area (2022) (2022 ຽ
อጳପุჯঘΆุ50੶).
Solid Technological Advantages and Robust R&D Strength
We are engaged in the R&D of intelligent robot technology and have successfully
developed and commenced mass production of a range of visual perception product matrix and
AI-powered spatial perception algorithm for intelligent robots. For example, we launched our
first-generation of LiDAR and SLAM algorithms in 2018, high-precision solid state linear
LiDAR in 2019 and first consumer-grade Mini DTOF LiDAR in 2020. This has established a
strong foundation for robotic perception infrastructure, enhancing and broadening robots’
ability to interpret and understand their environment. Leveraging this foundation, we have
expanded downstream in the industrial chain, commencing the design, R&D and mass
production of intelligent robot products. We have evolved into an intelligent robot enterprise
with a wide range of capabilities from underlying technology R&D to product application.
Through independent R&D and practical application, we have also established a
multi-modal perception technology system, including various visual perception products and
algorithms specific to intelligent robots with core technologies of mapping and positioning,
intelligent recognition and AutoPack, a general-purpose R&D platform for robots.
 Mapping and positioning . To suit different application scenarios, we have created
multiple mapping and positioning systems compatible with various sensors,
including single-line and multi-line LiDAR, single-point LiDAR, depth cameras and
vision cameras.
 Intelligent recognition . During mapping, we use neural networks to extract semantic
information and divide map areas accordingly, producing block maps with semantic
labels that enable our products to adjust their work modes intelligently. By
employing large language models and visual language models, we equip intelligent
robots with the ability to understand environmental semantics. Combining this with
positioning information, we construct visual semantic maps to enhance user
experience.
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 Robot R&D platform . Through our self-developed AutoPack, we offer mobile
solutions for intelligent robots in a “platform + customization” mode that is efficient
and cost-effective. Through modular selection, AutoPack can adapt to various
sensors, conduct rapid solution configuration and gradually cover all business-
related downstream aspects of the solution. AutoPack significantly reduces our
product development time, improves R&D efficiency, lowers R&D costs and
provides customers with a standardized, low marginal cost, end-to-end service from
the product requirements document to the production line.
We drive product iteration and upgrades through constant independent R&D and
innovation. As of the Latest Practicable Date, we had over 300 major patents, among which
over 70 were invention patents, and 20 major software copyrights in AI and intelligent robotics.
As of the same date, we also had over 200 major patents under application.
Product Commercialization to Empower Various Vertical Scenarios
With the rapid development of intelligent robot application in household services,
healthcare and elderly care, the commercialization of household and commercial intelligent
robots has accelerated. Focusing on visual perception technology, we developed a robust
infrastructure for diversified intelligent robots. During the Track Record Period, we served
seven of the top ten household service robot brands and all of the top five commercial service
robot brands worldwide. We also shipped approximately 24.0 million units of sensors,
algorithm modules and intelligent robot lawn mowers during the Track Record Period. In
addition, we have successfully developed our first complete intelligent robot products, namely
the robot lawn mowers. Our innovation of robot lawn mowers is based on our proprietary
multi-modal perception technology, AI-driven intelligent algorithms and thorough
understanding of various cleaning scenarios. Our robot lawn mowers demonstrate superiority
over comparable products on the market, particularly in intelligent perception capabilities such
as positioning and mapping, intelligent perception and path planning. Following nearly three
years of dedicated design, R&D and technological advancements, we have developed an
intelligent robot lawn mower that is truly plug-and-play. See “—Our Product Portfolio—Robot
Lawn Mowers.”
Our innovative product portfolio and efficient commercialization have earned us
recognition from our customers. In 2023, 2024 and 2025, we served 167, 146 and 143
robot-related enterprises, respectively. As of the Latest Practicable Date, we had served over
300 robot-related enterprises worldwide since our inception. In 2023, 2024 and 2025, our
group customer retention rates were approximately 84.0%, 90.0% and 100.0%, respectively,
and group customer net dollar retention rates were approximately 113.0%, 145.0% and 133.0%.
We believe that we can increase our sales volume, market share and brand influence by
continuing to expand our product categories and enhancing empowerment in specific vertical
applications, particularly to meet the demands for best-selling intelligent robots within niche
segments.
Agile Supply Chain System Empowering Intelligent Robotics Industry Chain
We have adopted a self-built and cooperative “1+N” delivery model to establish a stable
and flexible production and supply chain system, covering the entire process from
procurement, manufacturing, logistics to final delivery. This allows us to meet diverse
customer demands promptly and sufficiently while effectively controlling costs, ensuring high
product quality and competitive pricing. By building our own factories, we independently
complete the manufacturing process with high technological barriers, guaranteeing stable and
high-quality output. We optimize our production processes using customized automation,
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advanced technologies and automated testing fixtures to reduce costs, enhance efficiency and
ensure quality. Furthermore, we have established collaborations in Vietnam to enhance our
production capacity to help meet overseas demand.
For manufacturing with lower technological barriers, larger plant space requirements and
higher labor demands, we collaborate with other manufacturers to increase flexibility and
agility of our production and supply chain. We also maintain strong relationships with key
upstream suppliers. We have established long-term and stable strategic partnerships with key
upstream suppliers, building a highly resilient supply chain system through collaborative
technology development, capacity binding and risk-sharing mechanisms. Our agile supply
chain enables us to meet peak holiday and seasonal demand effectively, boosting market share
and brand reputation. On the technical side, we engage in joint research and development with
suppliers to ensure that the performance of critical components aligns precisely with product
requirements. In terms of business collaboration, we secure supply stability through long-term
agreements and inventory management models. Additionally, we have implemented flexible
cost adjustment mechanisms and shared demand platforms to address market fluctuations. Our
partnership has enabled us to consistently access priority resources and maintain a competitive
advantage amidst supply chain risks.
Fueling Our Second Growth Curve with Robot Lawn Mowers
Robot lawn mowers have become the key driving force for our overseas business
expansion and experienced rapid growth in overseas markets, helping us effectively establish
our second growth curve. According to CIC, there are approximately 250 million yards
worldwide in 2024, with families needing to mow their lawns two to three times per month on
average, demonstrating significant demand for intelligent robot lawn mowers. In overseas
markets where manual mowing costs are particularly high, such as Europe, North America and
Australia, customers have a pressing need to replace manual trimming with intelligent robot
lawn mowers. According to CIC, global sales volume of intelligent robot lawn mowers reached
approximately 383,500 units in 2024, with a market size of RMB6.1 billion. Additionally, TAM
for intelligent robot lawn mower is expected to exceeds RMB300.0 billion when intelligent
robot lawn mowers completely replace traditional lawn mowing machines and traditional robot
lawn mowers, according to CIC.
In view of such market potential, we rapidly set our footprint in overseas market by
offering robot lawn mowers. We successfully developed our first-generation robot lawn mower
in 2023 and commenced mass production in 2024. Additionally, we successfully developed the
second-generation robot lawn mower at the end of 2024 and commenced mass production in
early 2025. From the beginning of 2025 to the Latest Practicable Date, we had sold more than
54,000 units of robot lawn mowers, evidencing strong demand and market potential of the
product. We have set overseas business growth as our long-term development priority, and we
aim to gradually build our overseas brand recognition. We are setting up operation centers in
Singapore, Hong Kong and Germany to be more accessible by consumers. Given that Germany
is one of the largest consumer markets for robot lawn mowers in Europe, it will serve as our
hub for European market expansion.
Experienced Management Team with Strong Support from Our Top Tier Investors
Our success is attributed to our experienced management team. Mr. Zhou Wei, our
co-founder and chairman, possesses profound insights in the robotics industry, extensive
management experience and a track record of successful serial entrepreneurship. He holds
significant influence in the field of intelligent robots. Mr. Zhou was honored as one of “Forbes
China’s 30 Under 30 Entrepreneurs in 2015” and a Y oung Leader of Strategic Emerging
Industries (ϋჯங) in the Greater Bay Area in 2022. Mr. Guo Gaihua, our
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co-founder and general manager, is also a serial entrepreneur in the field of robotics, with
extensive expertise in technology and industry. Mr. Guo previously served as the Principal of
Guangdong Province’s Key Technology Research Projects (பɛ)
and an expert on the committee of the Shenzhen Artificial Intelligence Industry Association ( ଉ
έ̹ɛʈ౽ঐБุ՘ึ).
We have established a cohesive management team, with core members possessing
exceptional professional capabilities and extensive industry experience in various fields such
as technology, product development, market development, finance and operation management,
averaging over 10 years of expertise in their respective fields. Under the leadership of our
management team, we have attracted diverse professional talents to join us and devote
themselves to advancing the intelligent robotics industry.
Since our establishment, we have attracted renowned institutional investors, such as
Source Code Capital, Vision Plus Capital, Hua Capital, Shenzhen High-tech Investment and
CICC Capital. As our key institutional shareholders, they have consistently offered strong
support and a range of resources, including strategic insights and industry expertise, enabling
us to continuously achieve innovations.
OUR STRATEGIES
To support our long-term growth, we have formulated the following key development
strategies:
Strengthen R&D Capabilities in Visual Perception Technologies and Gradually Achieve
Full-scale Empowerment through AI
We aim to strengthen our AI-driven perceptual intelligence R&D efforts. Through
AI-enhanced visual perception technology, our goal is to enable robots to achieve full-chain
capabilities of environmental understanding, autonomous decision-making and precise
execution. This advancement will promote the leap from automation to cognization for
household, commercial, industrial and other innovative robots.
To achieve scene-based intelligent navigation and decision-making for robots, we aim to
develop an integrated AI-VSLAM technology and a semantic navigation technology
framework. These frameworks will thoroughly optimize our technical architecture, creating a
complete technological pathway from visual perception to autonomous execution. In terms of
hardware, we plan to increase our investment in computational hardware to build a robust
computing infrastructure while enhancing our cloud service deployment and computing
facilities. In terms of AI algorithm development, we plan to prioritize the development of
robots’ environmental understanding and autonomous decision-making abilities. We will also
upgrade internal algorithm platforms and expand our AI research team through active
recruitment to enhance collaborative R&D efforts and execute our strategies.
Sensors are critical components in the visual perception technology of intelligent robots,
as their performance directly defines the robots’ limits. We will continue to focus on
developing customized chips for robotics across various application scenarios. We intend to
enhance resistance to interference in strong-light environments by optimizing chip
architecture, thereby improving the operational stability of intelligent robots. We also plan to
improve the processing ability of high-density photon scenarios to significantly boost ranging
precision and reliability while ensuring high performance, reducing hardware costs and
mitigating pile-up effects.
We are committed to building a more integrated technology ecosystem through the
iterative upgrade of our AutoPack, the general-purpose robotics development platform. Based
on modular architecture, this platform employs standardized hardware interfaces and
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middleware to deeply integrate multi-modal perception technology with motion control
algorithms, dynamic path planning and other advanced AI decision-making systems. We aim
to refine this platform and achieve plug-and-play compatibility for algorithm modules,
dynamic allocation of computational resources and quick adaptations for diverse applications,
such as household services, industrial automation, intelligent logistics and commercial
services, and thereby creating a standardized technical solution with industry-wide
applicability.
Iterate Our Visual Perception Product and Solutions and Explore Complete Robot
Products in Vertical Applications
Driven by market demand, we plan to continuously refine our existing product line of
intelligent robot visual perception technologies to meet market needs, strengthen product
differentiation and sustain business growth. We focus on developing all-in-one radar solutions
with higher integration and merging traditional SLAM and obstacle avoidance requirements.
These advancements will enhance the sensors’ performance and at the same time reduce their
size and cost. We are actively integrating AI techniques into our sensor products. For example,
we are currently developing an AI-based material detection sensor, which adopts AI algorithm
and goes beyond the limitations of traditional RGB cameras to detect the nature of surface
material, enabling detection of floor stains and assessing the health of lawns. Through
optical-algorithm synergistic innovation, we aim to significantly enhance the usability of visual
systems in extreme environments, redefine the boundaries of visual perception and expand the
application scenarios for intelligent robots.
To diversify our visual perception technology matrix and reach new markets, we will
strategically develop a product line of novel visual perception technology products to drive
industry advances and strengthen global competitiveness. Our new product line will cover
cutting-edge products such as neuromorphic vision sensors, event cameras and biomimetic
tactile sensors. To ensure efficiency and quality during development, we will invest in
advanced R&D equipment and professional software systems, enabling an end-to-end
development process from design to testing. We will also hire technical talent to build
cross-disciplinary R&D teams aiming for faster iteration and commercialization of advanced
sensing technologies.
Developing complete intelligent robots in vertical applications is a key step in our pursuit
of moving up the value chain, allowing us to directly deliver robust solutions to end users. The
global intelligent robot market represents significant growth potential. According to CIC, the
global intelligent robot market is expected to expand from RMB369.0 billion in 2024 to
RMB1,005.8 billion in 2029, with a CAGR of 22.2% between 2024 and 2029. We have entered
and intend to further enhance our presence in the intelligent robot industry through intelligent
robot lawn mowers. According to CIC, the global market of intelligent robot lawn mowers
holds substantial potential, particularly in view of a penetration rate of less than 2.0% in 2024.
With simultaneous advancements in technology and market demand, global shipments and
adoption rates of intelligent robot lawn mowers are expected to surge, with penetration
projected to exceed 17.0% by 2029, representing a market potential exceeding RMB300
billion. We will continue to improve the technical capability and industry competitiveness of
our robot lawn mowers. We intend to improve adaptability to diverse environments, safety
assurance and battery life of our robot lawn mowers through strengthened proprietary sensing
configurations, upgraded AI algorithms and integrated next-generation energy systems. Based
on the core application of intelligent lawn mowing, we intend to expand into a full-suite lawn
care system covering tasks such as aeration, irrigation and pest control. This initiative will
build an intelligent garden maintenance ecosystem. Additionally, we aim to transcend
single-purpose applications by expanding the functionality of robot lawn mowers to snow
removal, leaf cleaning and other multi-seasonal garden maintenance scenarios. Through
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innovation and ecosystem integration, we seek to provide all-encompassing, year-round smart
garden care solutions. These developments will not only bolster customer engagement and
strengthen our brand’s value but also expand market opportunities, unlocking greater
commercial growth.
We will also strategically invest in the development of intelligent robotic systems across
diverse domains. Such strategy will enable us to broaden business boundaries and capture
strategic positions in the future intelligent robotics industry.
Deepen Our Global Strategy and Expand Worldwide Customer Base
Our globalization strategy is essential for overcoming domestic market growth
bottlenecks, unlocking new growth opportunities and enhancing our brand’s overseas
influence. We will continue to prioritize brand-driven global strategic expansion by
establishing localized subsidiaries and teams in key markets. This will enable us to deeply
understand regional demand and address overseas challenges such as cultural barriers and
prolonged responsiveness. For instance, we have successfully expanded into the German
market and established local distribution channels. We completed prerequisite registration in
Germany and aim to establish a local operation team. Establishing Germany as a strategic hub
for European expansion, we intend to gradually enter additional high-value international
markets in the future. We experienced significant growth in overseas sales in 2025, with
overseas revenue increasing from RMB18.6 million in 2024 to RMB137.5 million in 2025.
We will further improve our overseas sales network. This strategy involves enhancing
cooperation with reputable overseas distributors and integrating resources from our direct-to
consumer platform, third-party e-commerce platforms and offline channels. We have
assembled a seasoned marketing team with strong capabilities in overseas market expansion
and international experience. We now have established an overseas marketing team of over 50
people. The online marketing team consists of members with rich business backgrounds and
independent expertise in different marketing segments, while the offline team comprises
individuals with a successful track record of scaling up businesses. Together, the teams are
responsible for the company’s overseas intelligent hardware business operations. Relying on
our strong team, we plan to continue focusing on cross-border e-commerce platforms such as
Amazon, improving multilingual user experience on our direct-to-consumer platform and
achieving synergistic growth in brand exposure and sales conversion. This strategy also
involves strengthening our localized service capabilities by establishing a robust service
system, including pre-sales technical support and after-sales maintenance. Efforts will also be
made to form long-term partnerships with leading international intelligent robotics and
manufacturing brands, becoming core suppliers to achieve technological synergy and market
penetration.
In the competitive landscape of the global market, particularly in regions like Europe and
North America where premium brands dominate consumer perceptions, strong brand influence
and deeply resonating brand image are critical. We plan to implement a global brand and
marketing strategy to support our positioning as a technology-focused manufacturer of
high-quality, reliable products. Recognizing variations in regional market characteristics, we
will implement differentiated brand-building initiatives, including localized marketing efforts
tailored to these regions. By participating in international robotics industry exhibitions,
academic conferences, and other high-end events, we will demonstrate our core technological
strengths and product advantages. We will develop a multi-layered digital marketing system,
extending from precise online advertising to offline experiential marketing and from
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endorsements by key opinion leaders (KOLs) to consumer-level viral marketing campaigns by
key opinion consumers (KOCs). This approach seeks to establish a multi-channel, multi-
touchpoint and closed-loop marketing ecosystem underpinning both brand awareness and user
engagement on a global scale.
Continue to Optimize and Expand Production to Support Large-scale Shipments
Optimizing production capacity and expanding output are vital to supporting our scalable
development goals. As our product lines increase and global order volumes grow, we are
committed to continuously improving supply chain stability and production efficiency to meet
increasing customer demands for product quality and delivery speed. We will promote the
upgrade of both production processes and equipment, persistently advancing the level of digital
intelligent manufacturing. Such promotion will reduce labor costs, improve product
consistency and increase product yield rates, thereby building our core competitiveness in
digital manufacturing.
We will continue to introduce various intelligent production equipment and assembly
lines and, together with software systems, lay out our intelligent factory solutions. This
approach will allow us to manage the entire production lifecycle, from raw materials to
finished products. Specifically, we plan to establish intelligent production bases in key market
regions based on global business plans and specific development needs to strengthen our
control over core manufacturing processes and improve the autonomy and reliability of our
supply chain.
Furthermore, we will continue to attract engineering and technical talent, refine the
internal supply chain management system and enforce stringent quality control standards at
every stage of manufacturing. By refining production processes, enhancing automation levels
and strengthening digital management, we aim to create a technologically advanced,
responsive modern manufacturing system and achieve three objectives of increasing
production efficiency, optimizing cost structures and enhancing product quality. This will
reinforce our manufacturing advantages and generate greater value for our customers.
OUR BUSINESS MODEL
We are a robotics company focusing on visual perception, possessing a wide range of
capabilities ranging from foundational technology research to real-world application, offering
a set of intelligent robot visual perception technology products and complete intelligent robot
products. Since our establishment, we have continually driven product innovation through
robust technological development and launched a wide variety of novel products. Specifically,
our product portfolio includes the following categories:
 Visual perception products . Our visual perception products include sensors and
algorithm modules:
 Sensors . Visual perception serves as the most important perception
system—the “eyes”—of intelligent robots. Through multi-modal
environmental sensing, real-time 3D modeling and precise target recognition,
sensors enable robots to better understand the world. Sensors allow robots to
measure distances accurately, detect obstacles and reconstruct 3D information
of the surroundings. By integrating multiple sensors, we eliminate the blind
spots inherent to single sensor, significantly improving a robot’s precision in
positioning, navigation reliability, operational efficiency and safety in dynamic
environments.
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Sensors also form the foundation for robots’ autonomous decision-making and
are critical to the large-scale application of intelligent robots across various
service scenarios. They directly determine the robots’ adaptability to
environments, task execution accuracy and generalization ability across
different scenarios.
Building on years of expertise in visual perception technology and validation
across multiple scenarios, we have developed an extensive portfolio of
intelligent robot visual perception technology products in the industry,
according to CIC. Our product line includes DTOF LiDAR, triangulation
LiDAR, solid state line LiDAR, single point LiDAR, 3D structured light
sensors, ultrasonic sensors and QuadVision sensors. These products can be
highly customized to fit diverse mobile robot scenarios. Through continuous
iterations of sensing algorithms and product design, we provide robots with
highly reliable and adaptable visual perception infrastructure.
 Algorithm Modules . With our accumulated profound technologies in visual
perception and mobility intelligent algorithms, we have developed dedicated
algorithm modules with various spatial sensing capabilities for intelligent
robotics. Our algorithm modules incorporate a variety of algorithms, equipping
robots with precise spatial awareness and mobility in complex environments.
By integrating sensors and algorithm modules, we also provide a variety of
robotic spatial perception solutions, namely the AI solutions, intelligent
inertial navigation solution and the standard laser distance sensor (LDS)
solution. These solutions are highly adaptable to different environments,
demonstrating exceptional stability and enabling robots to better understand
and interact with the physical world.
 Robot lawn mowers. Our robot lawn mowers provide a smart solution to make lawn
care easy and efficient. They incorporate advanced technology to handle manual
tasks of lawn mowing, allowing users to enjoy a neatly trimmed yard with minimal
effort. Leveraging our self-developed sensors and AI algorithm, our fully automatic
robot mowers can handle the practical challenges of yard maintenance, significantly
enhancing lawn care experience and making outdoor time more enjoyable and
fulfilling.
The following table sets forth a breakdown of our revenue by product category during the
Track Record Period.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Visual perception products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 340,572 434,683
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,858 98,706 171,769
Robot lawn mowers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 23,272 136,896
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,344 4,795 4,425
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/H1118276,562 467,345 747,773
Note:
(1) Others mainly refer to revenue generated from the sales of spare parts and consumables.
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The following table sets forth a breakdown of our revenue generated from visual
perception products by applications during the Track Record Period.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
By applications
Household /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268,710 434,491 589,569
Commercial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,034 1,932 11,990
Industrial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,409 740 1,475
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,003 2,115 3,418
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/H1118274,155 439,278 606,452
The following table sets forth a breakdown of our average selling price by product
category during the Track Record Period.
Y ear ended December 31,
2023 2024 2025
(RMB per unit)
Visual perception products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861.9 48.9 42.3
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130.1 98.3 77.6
Robot lawn mowers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,722.0 2,297.1 3,794.3
The following table sets forth a breakdown of our sales volume by product category
during the Track Record Period.
Y ear ended December 31,
2023 2024 2025
(units)
Visual perception products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,702,497 6,958,339 10,287,358
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118821,064 1,004,541 2,213,741
Robot lawn mowers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 10,131 36,079
Note: sales volume does not apply to “others” under revenue because it includes services such as technical
maintenance and support, which are not quantified in units.
In each of 2023 and 2024, substantially of our revenue were generated from mainland
China. Our revenue from overseas sales increased significantly in 2025. The following table
sets forth our revenue by geographical locations for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Mainland China /H1118/H1118/H1118/H1118/H1118275,851 99.7 448,781 96.0 610,275 81.6
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118711 0.3 18,564 4.0 137,498 18.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
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OUR PRODUCT PORTFOLIO
Visual Perception Products
Sensors
Our sensors serve three main functions: (i) locating and mapping using SLAM and
VSLAM technologies, which enable a device to simultaneously map an unknown environment
and track its location within that environment. This is crucial for navigating spaces
autonomously without pre-existing maps; (ii) environment and object recognition, namely,
perceiving and understanding robots’ surroundings in real time and accurately identifying
objects within the environment. This enables robots to adopt work modes better suited to its
environment and navigate obstacles more precisely and promptly; and (iii) material detection
and identification, which detects intensities of ultrasonic waves returned and identifying type
of surface materials, allowing the robots to adjust working strategies accordingly.
Our sensors are versatile and can be applied to various mobile robots. They enhance the
functionality of household intelligent robots, such as robotic vacuums, service robots and lawn
mowers, by enabling precise mapping, obstacle avoidance, navigation and material
identification. In commercial settings, they support robots used for restaurant service, room
service delivery and cleaning tasks. For industrial logistics robots, they optimize navigation
and operations in warehouses and factories. Additionally, our sensors are used in innovative
applications, such as drones and quadrupedal robot dogs, enabling tasks including remote
security inspection and protection.
We categorize our sensors into the following product categories: (i) direct time-of-flight
(DTOF) LiDAR, (ii) triangulation LiDAR, (iii) point laser distance sensor, (iv) solid state
linear LiDAR, (v) ultrasonic sensor and (vi) QuadVision sensors module. The picture below
sets forth our main product offerings:
Solid-state Linear LiDAR Point Laser
Distance Sensor
Ultrasonic
Sensor
Triangulation
LiDAR
DTOF LiDAR
Series 26
DTOF LiDAR
Series 50 DTOF LiDAR
Series 06
DTOF LiDAR
Series 27
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The following table sets forth the measuring method or technique, application scenarios
and launch year of our sensors:
Measuring
Method/Technique Application Scenarios
Launch
Y ear
DTOF LiDAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118Through light pulse
travel time
Widely applicable in
household,
commercial and
industrial robots and
used for positioning,
mapping and
obstacle avoidance
and identification
2020
Triangulation LiDAR /H1118By triangulation
measurement
Technique
Typically adopted in
robotic vacuum
cleaner and used for
positioning and
mapping
2018
Point laser distance
sensor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Through time-of-
flight, that is the
wave travel time
Typically adopted in
robotic vacuum
cleaner and used for
positioning and
mapping
2021
Solid state Linear
LiDAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
By linear-structured
light technology
Typically applied in
household and
commercial robot
and used for
obstacle avoidance
2019
Ultrasonic sensor /H1118/H1118/H1118/H1118Through intensities of
ultrasonic waves
Mainly applied in
robotic vacuum
cleaner and used for
identification of
surface material
2021
QuadVision sensor
module /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Installing four cameras
into a single sensor
module to detect
environment for
mapping and
positioning
Typically applied in
robot lawn mowers
and used for
positioning,
mapping and
obstacle avoidance
and identification
2024
In addition, the following table sets forth the key features, key technical specifications
and application scenarios of our DTOF LiDAR:
Series 06/Mini
DTOF LiDAR Series 26 Series 50 Series 27
Key features /H1118/H1118/H1118/H1118/H1118/H1118Miniaturized and
smallest size
with high
ranging
accuracy
Triangular shape
with high
ranging
accuracy
Compact size
and simplified
structure
leveraging
coaxial optical
design
Enhanced
ranging
capabilities
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Series 06/Mini
DTOF LiDAR Series 26 Series 50 Series 27
Range (m) /H1118/H1118/H1118/H1118/H1118/H1118/H11180.03–12 0.04–12 0.03–8 0.03–25
Scanning frequency
(hertz) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
6-13 2–8 2–8 6–13
Accuracy (2) /H1118/H1118/H1118/H1118/H1118/H1118±10mm (0.1m to
0.5m)
±15mm (0.5m to
2m)
±30mm ( /H113502m)
±8mm (0.1m to
0.5m)
±15mm (0.5m to
2m)
±30mm (2m to
8m)
±10mm (0.1m to
0.5m)
±15mm (0.5m to
2m)
±1.5% ( /H113502m)
±12mm (0.03m
to 2m)
±20mm (2m to
8m)
±30mm ( /H113508m)
Light resistance
(lux) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
80,000 80,000 60,000 60,000
Lifespan (hour) /H1118/H1118/H1118/H11183,000-10,000 2,200 2,200 10,000
Applications /H1118/H1118/H1118/H1118/H1118/H1118Cleaning, food
delivery,
hotels,
logistics,
security,
inspection
robot etc.
Primarily in
household
cleaning robot
Primarily in
household
cleaning robot
Cleaning, food
delivery,
hotels,
logistics,
security,
inspection
robot etc.
Notes:
(1) Scanning frequency refers to the number of complete scans performed by a LiDAR sensor per second,
typically measured in hertz. The higher the LiDAR scan frequency, the better the real-time performance
and the greater the point cloud density.
(2) Accuracy is indicated by the range of potential deviation. Lower number of deviation range indicates
higher accuracy.
DTOF LiDAR
Direct Time-of-Flight (DTOF) LiDAR measures the exact time a light pulse takes to
travel from the sensor to an object and return. The sensor sends out a light pulse aimed at an
object and then times how long that light takes to hit the project and bounce back to the sensor.
The direct measurement allows DTOF LiDAR to achieve high accuracy and reliability in
distance calculations across various environments, even those with challenging lighting
conditions.
Leveraging our self-developed advanced algorithm and production techniques, we are
able to achieve a 40% reduction in LiDAR size and a 25% reduction in power consumption.
According to CIC, we ranked first among providers of intelligent robot visual perception
technologies in terms of shipment volume of DTOF LiDAR in 2024. Details of our major
DTOF LiDAR series are set forth below.
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DTOF LiDAR — Series 06/Mini DTOF LiDAR
Our DTOF LiDAR Series 06 has achieved a breakthrough of radar miniaturization. It is
the world’s first commercialized consumer-grade Mini DTOF LiDAR, according to CIC. Its
application in robotic vacuums represents a pioneering advancement. Its other key features are
set forth below:
 Time of Flight (TOF) ranging technology . The DTOF LiDAR Series 06 incorporates
advanced TOF ranging technology, enabling a 360° laser scan with a range of 0.03
to 12 meters. This facilitates superior environmental awareness, meeting critical
functional needs such as robotic navigation, high-precision mapping and obstacle
detection and avoidance.
 Compact size and design . The DTOF LiDAR Series 06 features a compact design,
small size and lightweight construction, making it suitable for small-scale robots. As
the demand for robots in various applications continues to grow, miniaturization has
become a key optimization focus. Compact LiDARs can be effectively integrated
into tight spaces, providing robots with high-precision sensing and navigation
capabilities with reduced energy consumption and hardware weight, making them
better suited for operations in complex environments.
 High ranging accuracy . Using laser pulse flight time measurement, the DTOF
LiDAR Series 06 achieves exceptional mapping precision. Within the close-range
distance of 0.1 to 0.5 meters, the device maintains a remarkable ranging accuracy of
deviation less than ±10 mm, leading to reliable performance in spatially demanding
conditions.
 Advanced anti-interference ability . The DTOF LiDAR Series 06 utilizes advanced
TOF technology paired with state-of-the-art filtering processes. This enables the
device to effectively operate in environments with strong light exposure, resisting
interference from light intensities of up to 80,000 lux, making it highly adaptable to
various settings.
DTOF LiDAR — Series 26
Our DTOF LiDAR Series 26, designed in triangular shape, is a more optimized alternative
solution to seamlessly replace triangulation LiDAR in various robots without any structural
modification. Its key features are set forth below:
 High ranging accuracy . The DTOF LiDAR Series 26 delivers exceptional
millimeter-level accuracy for close-range measurements, achieving a ranging
accuracy of deviation less than ±8 mm within a distance range of 0.1 to 0.5 meters.
This precision enables detailed recognition of environmental contours for improved
object detection and navigation.
 Advanced anti-interference ability . Based on the TOF technology and first-class
filtering processing technology, DTOF LiDAR Series 26 maintains stable
performance even in strong light environments with intensities up to 80,000 lux,
thus enabling it to work efficiently in indoor and outdoor context.
 Enhanced safety standards . Designed with user and pet safety in mind, the DTOF
LiDAR Series 26 uses a low-power infrared laser transmitter as its emission light
source. The laser operates through modulated pulses, completing the emission
process in a very short duration.
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C ompatibility with triangulation LiDAR . Offering high reliability, the DTOF LiDAR
Series 26 is compatible with triangulation LiDAR without the need for additional
structural adjustments. This compatibility makes it an ideal upgrade while ensuring
ease of integration with existing systems.
 Integrated dust cover design . Featuring a one-piece dust cover, the DTOF LiDAR
Series 26 substantially reduces debris entanglement. This integrated design ensures
the device operates consistently in dusty or debris-prone environments, contributing
to its longevity and low-maintenance advantage.
DTOF LiDAR — Series 50
Our DTOF LiDAR Series 50 is our latest DTOF LiDAR series, which features a
streamlined coaxial optical design, enabling the device to be more compact and efficient. Its
key features are set forth below:
 Miniaturized size leveraging coaxial optical design . The DTOF LiDAR Series 50 is
engineered to meet the needs of increasingly compact robotic vacuums. It employs
a simplified coaxial optical design, featuring just one printed circuit board assembly
(PCBA) compared to two to three PCBAs typically used by competitors. This
reduction in components improves cost efficiency and suitability for slimmer robots.
 Accurate range measurement . DTOF LiDAR Series 50 delivers close-range and
millimeter-level precision ranging accuracy and 0.5° angular resolution for more
detailed mapping and obstacle avoidance.
 Automated manufacturing techniques . Unlike competitors that generally rely on
manual adjustments during production, we offer DTOF LiDAR Series 50 with
automated adjustment focusing technique achieved through semiconductor
technology. This increases production efficiency, enhances consistency and reduces
the potential for human error.
 Exceptional anti-interference capability . Using advanced TOF technology and
filtering techniques, it operates effectively even in strong lighting conditions,
making it highly adaptable to various environments.
DTOF LiDAR — Series 27
Our DTOF LiDAR Series 27 is specifically designed for commercial and industrial
intelligent robots. Its key features are set forth below:
 Enhanced ranging capabilities . With a detection range of 0.03 to 25 meters, the
DTOF LiDAR Series 27 captures environmental data at greater distances. This
enhanced range enables superior mapping and detection outcomes, making it ideal
for the complex requirements of commercial and industrial applications.
 Stable and durable performance. Reliability and durability are critical for
commercial and industrial scenarios. The DTOF LiDAR Series 27 incorporates a
co-axial brushless motor that delivers stable performance throughout its lifespan of
up to 10,000 operational hours. Its reliability ensures consistent efficiency over long
periods, reducing downtime.
 High precision. Our DTOF LiDAR Series 27 can accurately perceive the contours
of the environment, supporting real-time detection of road conditions and dynamic
obstacle avoidance, while effectively reducing navigation blind spots and ensuring
smoother operations.
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Triangulation LiDAR
Triangulation LiDAR is a type of LiDAR that employs triangulation measurement
technique to measure distances and create precise spatial maps. Triangulation LiDAR provides
accurate distance measurements and can capture fine details, making it ideal for scenarios
where precision is critical.
Triangulation LiDAR sensor is our first sensor that went into mass production. We have
continuously enhanced our triangulation measurement technology to improve its precision and
reliability. Leveraging our advanced engineering and calibration techniques, our triangulation
LiDAR is able to achieve precision of deviation within ±1%. Our triangulation LiDAR can also
reduce production costs to enable more cost-effective deployment in diverse and complex
household environments where adaptability is essential. With an annual shipment volume of
over one million units during the Track Record Period, our triangulation LiDAR sensors are
widely used by leading robotic vacuum brands.
Point Laser Distance Sensor
Our point laser distance sensor measures distance using time-of-flight calculations,
mapping through the robot’s own rotation and positioning with an odometer. It targets specific
locations or objects, providing precise distance data. This simplicity makes it cost-effective
and suitable for applications where broad environmental mapping is not necessary.
Solid State Linear LiDAR
Solid state linear LiDAR offers millimeter-level measurement accuracy by emitting laser
beams at fixed angles, which are reflected off obstacles and captured by its receiving lens.
Solid state LiDAR accurately detects tiny obstacles and edge obstacles and is widely utilized
in robots for precise obstacle avoidance.
Our solid-state LiDAR offers high-precision obstacle detection using linear-structured
light technology, with a detection accuracy reaching deviation less than ±2.0mm and reliability
of obstacle avoidance enhanced by 50%. This technology allows our sensors to identify small
objects, such as wires or other millimeter-size items, which are often overlooked by devices
using traditional technology.
The key features and advantages of our solid-state linear LiDAR are set forth below as
an example:
 Accurate distance measurement and wide field of view . Our solid-state linear LiDAR
offers a measuring range up to 400mm for precise obstacle avoidance. It also
features a field of view of 110°, enabling accurate close-range object detection to
enhance obstacle avoidance efficacy in both wide and narrow channels.
 Compact size and long service life . Our solid-state linear LiDAR allows easy
integration and space-saving, improving the robot’s passability and offering a stylish
design that enhances user experience. It also shows stable performance with
high-speed wireless data transmission and offers a service life of up to 10,000 hours.
Ultrasonic Sensor
Our ultrasonic sensor identifies different surface materials based on the intensities of
ultrasonic waves returned. Designed primarily for robotic vacuums, ultrasonic sensors
accurately detect floor materials and automatically adjust cleaning modes to implement
intelligent cleaning.
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The key features and advantages of our ultrasonic sensor are set forth below:
 Material identification via ultrasonic echo . Our latest ultrasonic sensor detects the
energy differences in ultrasonic echo signals reflected off various surfaces to
identify materials. Designed primarily for robotic vacuums, these sensors detect
floor materials like carpets and automatically adjust the cleaning strategy to
implement intelligent cleaning based on the obtained ground information.
 Compact design for versatile installation. Featuring a small and easily installable
design, our ultrasonic sensor offers a simple interface, enabling straightforward
integration and applications in short-distance detection.
QuadVision Sensors Module
Our QuadVision sensors module is designed as an integrated solution for robots operating
in both indoor and outdoor environments. This module supports three essential sensing
capabilities: accurate localization, precise obstacle avoidance and broad perception.
Our QuadVision sensors module utilizes four cameras for mapping and positioning,
achieving a field of view exceeding 300°. Robots (such as robot lawn mowers) equipped with
this system can operate effectively without relying on additional positioning sensors like
LiDAR or GPS. The key features and advantages of our QuadVision sensors module are set
forth below:
 VSLAM visual localization. The QuadVision sensors module utilizes a four-camera
vision system to deliver real-time localization data. Its high-precision VSLAM
function facilitates robots to achieve centimeter-level accuracy across a range of
environmental conditions. This supports reliable navigation in dynamic landscapes
and complex settings.
 Precision depth measurement. Using a combination of a front-facing binocular
vision system and side-facing monocular vision systems, the QuadVision module
performs real-time depth measurements within a 300° field of view. This ultra-wide-
angle depth perception allows robots to construct detailed 3D environmental depth
maps, navigate with precision, avoid obstacles in real time and follow edges
accurately. Within a 1-meter range, the module maintains depth measurement
accuracy at the centimeter level, making it ideal for tasks requiring close-range
precision.
 AI-based object recognition. Equipped with advanced AI recognition models, our
QuadVision sensors can identify various object categories in real time, such as
animals, plants and surfaces ( e.g. , lawns, manhole covers and paving stones). This
visual perception capability allows robots to adapt their behavior dynamically, avoid
obstacles with greater precision and adjust task parameters based on the
environment.
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Application Scenarios of Our Sensors
Sensor technology has transformed the way robots perceive and interact with their
surroundings. By providing precise distance measurements, environmental mapping and
real-time spatial awareness, sensors have become a critical enabler of autonomy across a wide
range of applications. The primary application scenarios of our sensors are set forth below:
Industrial
Intelligent Robots
Industrial
Intelligent Robots
Other Innovative
Scenarios
Other Innovative
ScenariosHousehold
Intelligent Robots
Household
Intelligent Robots
Commercial
Intelligent Robots
Commercial
Intelligent Robots
 Household intelligent robots . Our sensors enhance the precision and efficiency of
household intelligent robots, enabling them to accomplish everyday tasks with high
accuracy and autonomy. Specifically, our sensors are deployed in the following
categories of household intelligent robots: (i) robotic cleaning vacuums. Sensors
allow robotic cleaning vacuums to create accurate maps of home interiors and
enable obstacle avoidance, edge following and room-by-room navigation; (ii)
service robots. Our sensors support tasks such as organizing, fetching or monitoring
within a home environment; and (iii) robot lawn mowers. Our sensors equip robot
lawn mowers with the ability to navigate uneven terrains, define boundaries and
operate safely around obstacles like trees fences or furniture.
 Commercial intelligent robots. In business environments, our sensors help
commercial intelligent robots improve efficiency, enhance customer experience and
reduce operational costs. Specifically, our sensors are deployed in the following
categories of commercial intelligent robots: (i) restaurant service robots. Our
sensors enable serving robots to navigate crowded spaces like restaurants, delivering
food or beverages while avoiding collisions with people or objects; (ii) room service
robots. Our sensors enable serving robots to navigate through hotel hallways,
elevators and public spaces safely, allowing items to be delivered efficiently; and
(iii) commercial cleaning robots. Our sensors support commercial cleaning robots to
conduct large-scale cleaning tasks in offices, malls, airports, nursing homes and
hospitals.
 Industrial intelligent robots . Our sensors are applied in robots for warehouses and
factories, allowing these industrial intelligent robots to navigate shelving systems,
avoid collisions and optimize routes.
 Other innovative scenarios . Our sensors can also support application in various
innovative scenarios, such as drones and robot dogs. Our sensors equip drones with
3D mapping capabilities, enabling them to conduct terrain surveys, monitor
infrastructure or navigate autonomously even in GPS-denied environments.
Additionally, advanced quadrupedal robots (namely, “robot dogs”) rely on sensors
for precise navigation, obstacle avoidance and path planning.
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Management of Our Sensor Offerings
We offer various sensor products, which can be installed in different intelligent robots and
applied in different scenarios. Some of our sensors have similar features and functions and may
be interchangeable in certain products. For example, our Series 26 DTOF LiDAR can
seamlessly replace triangulation LiDAR in robots without any structural modification.
However, we believe cannibalization risks among our sensor products are currently low.
Customers consider various factors when choosing among our sensor products, such as
application scenarios, measuring range and accuracy and product price. For example, robotic
vacuum manufacturers will choose ultrasonic sensors, as the ability to detect surface materials
is a key function of robotic vacuums.
We also implemented measures to limit cannibalization risks among our sensor products.
First, we aim to achieve a balance between the iteration of new products and a stable lifecycle
of existing products. We typically do not launch products with substantially similar functions
within the same year. Second, we focus on each customer’s individual needs to offer products
tailored to such customer’s technical and pricing requirement. Lastly, in case of product
iteration, we offer tailored customer migration plans to ensure smooth customer experience
throughout the transition. During the process, we closely monitor customers’ demand,
production volume and inventory level to ensure sufficient supply and operating efficiency.
Algorithm Module
We have accumulated profound technologies in visual perception and mobility intelligent
algorithms and developed dedicated algorithm modules with various spatial sensing
capabilities for intelligent robotics. Our algorithm modules incorporate a variety of algorithms,
such as SLAM and VSLAM, path planning, autonomous navigation, AI-based object
recognition and obstacle avoidance, boundary detection, material recognition, multi-sensor
fusion and motion control.
We provide a variety of robot perception and mobility solutions by integrating algorithm
modules with sensors, including AI solutions, intelligent inertial navigation solution and the
standard laser distance sensor (LDS) solution. The table below sets forth the key differences
among these three solutions:
AI solution
Standard
LDS solution
Intelligent inertial
navigation solution
Measuring
Module /H1118/H1118/H1118
360-degree rotating LiDAR
combined with line laser
and RGB camera
360-degree rotating LiDAR Solid-state laser with a
one-degree field of view
combined with infrared
sensors
Mapping
method /H1118/H1118/H1118
Using radar point cloud
data and algorithms for
real-time map generation
360-degree point cloud
capture method with
SLAM algorithm
360-degree mapping
achieved by rotating the
robot with its SLAM
algorithm
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AI solution
Standard
LDS solution
Intelligent inertial
navigation solution
Technical
functions /H1118/H1118
Through straight lines
projected by line laser,
robotic products
equipped with our AI
solution can cover a
FOV of 120 degrees. In
addition, the line laser
module on our AI
solution is installed to
project a wall-following
line laser, which emits a
vertical line, allowing it
to capture height
information from the
ground to the top of the
robotic products.
RGB 3D camera can
capture video and image
data. By using
monocular techniques, it
estimates the size and
distance of obstacles.
The 360-degree rotating
LiDAR measures
distance at all angles
with high accuracy.
It also supports real-time
and accurate creation of
maps and localization.
This solution is
adaptable and scalable,
facilitating efficient and
flexible customization to
meet diverse functional
requirements.
The infrared sensor
modules are equipped
with multiple infrared
sensors around the
robotic products to
detect the distance to
obstacles perform path
following.
Features /H1118/H1118/H1118/H1118Robotic products equipped
with our AI solution
detect real-time distance
and will activate
collision avoidance
feature when distance
drops below a triggering
threshold.
AI solutions make robotic
products particularly
effective when dealing
with low-lying obstacles.
It also performs well in
wall-following and
navigating around posts.
Robotic products equipped
with standard LDS
solution will activate
collision avoidance
feature when distance
becomes less than the
radius of the robotics
products.
With the 360-degree
rotating LiDAR,
standard LDS solution
achieves effective wall-
following performance.
Intelligent inertial
navigation solution is
sensitive to the color of
obstacles. As such, its
performance varies with
differently colored
obstacles, resulting in
moderate obstacle
avoidance and wall-
following performance.
It also addresses
challenges such as
navigating multi-room
layouts and slippery
environments.
Processing
requirement /H1118
High Moderate Moderate
Target
product
market
(1) /H1118/H1118
High-end household robots Mid-range household
robots
Low-end household robots
Note:
(1) While our algorithm modules can be equipped in commercial and industrial robots, our current target
product market is household robots.
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Our algorithm modules can be sold either on a standalone basis or bundled with our
sensors. It is more cost efficient for our customers to purchase algorithm modules with our
sensors to avoid additional time and expenses associated with coordinating, integrating and
testing third-party sensors. In view of such efficiency, all of our algorithm module customers
also purchased our sensors together with the algorithm modules during the Track Record
Period. In addition, our algorithm modules are sold on an off-the-shelf basis with lightweight
customization options for our customers. For example, our customers may request adjusting
parameters of algorithm modules to fit different sensors or installation positions. Once these
customizations are developed, they are incorporated into our AutoPack platform to enable fast
adaptation for future customers with similar needs.
Robot Lawn Mowers
Our robot lawn mowers provide a smart solution to make lawn care easy and efficient.
They incorporate advanced technology to take over the manual task of lawn mowing, allowing
users to enjoy a neatly trimmed yard with little effort.
We focus on merging innovation with an appreciation for nature. Our robot mowers are
created with precision to handle the practical challenges of yard maintenance, fostering
sustainable practices and simpler living. By addressing the complexities of lawn care, we aim
to make outdoor experiences more pleasant and fulfilling. This technology not only simplifies
lawn management but also brings people closer to nature. Our robot lawn mowers are
technologically superior over comparable products on the market in the following ways:
 Positioning and mapping . Our robot lawn mowers, particularly the second-
generation products, combine QuadVision sensor module with full band real-time
kinematic (RTK) technology to accurately construct detailed 3D maps. Other robot
lawn mowers are typically equipped with fewer sensors and single- or dual-band
RTK, which may experience positioning errors or signal loss in complex
environments. For example, based on our testing in complex environment, our robot
lawn mower remains its high accuracy in positioning, while some other robot lawn
mowers showed deviation from actual positioning 3 times in 10 test runs. In
addition, our robot lawn mowers support automatic cruise control to create maps
with an accuracy rate of more than 90%, while some other robot lawn mowers
require manual mapping or automatic mapping with low accuracy rate.
 Path Planning . Our robot lawn mowers are among the few in the market that offer
pinpoint edge-trimming across all edges of the lawn and prioritize long-edge
mowing to improve efficiency.
 Intelligence perception . With QuadVision sensors, our robot lawn mowers can
accurately detect nearby obstacles and steer clear from obstacles to ensure safety.
Genie
Our second-generation robot lawn mower, Genie , has the following key functions and
features:
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 Plug-and-play . Our Genie can be operated without any pre-embedded boundary
wires around lawn perimeters. Unlike the traditional robot lawn mowers in the
industry, which rely on perimeter wires to operate within defined areas, Genie , our
second-generation intelligent robot lawn mowers, utilizes advanced built-in sensors
and positioning and navigation systems to automatically detect lawn boundaries and
plan its path. This design significantly reduces the complexity of installation and
setup, allowing users to easily activate the device and enjoy a smart mowing
experience.
 QuadVision technology. Our Genie incorporates our latest QuadVision sensor
module, which features a four-camera system that provides a field of view exceeding
300°, enabling advanced mapping and positioning capabilities. Through unified
camera modeling and cross-camera feature recognition, it delivers localization
precision more than twice as accurate as industry standards according to CIC, even
in varying environments and lighting. Genie is capable of real-time centimeter-level
localization, ensuring reliable navigation in dynamic or complex settings.
Additionally, Genie ’s front-facing binocular and side-facing monocular vision
systems enable real-time, ultra-wide-angle depth measurements for constructing
detailed 3D maps, precise obstacle avoidance and edge following.
 Full band RTK and VSLAM technologies . Genie is equipped with cutting-edge
technology that enhances its functionality and reliability. Genie incorporates full
band RTK technology that compares signals from satellites with a fixed base station
using more frequencies to enhance accuracy positioning. Genie also incorporate
VSLAM technology, which analyzes images taken by multiple cameras to
understand its positioning, which, alongside VSLAM, ensures accurate and reliable
positioning capabilities. Compared to GPS, full band RTK utilizes multiple global
satellite navigation systems and frequency bands to collect more satellite data. Full
band RTK is able to achieve dynamic positioning accuracy up to five centimeters,
while standard GPS typically provides accuracy between five and 10 meters. This
sophisticated combination allows Genie to perform mowing tasks with precision,
even in locations where GPS signals are weak or absent, such as areas under dense
trees. Thus, Genie offers consistent and dependable performance in a variety of
challenging environments.
 AI-powered lawn maintenance . Genie features an intelligent lawn care system,
which autonomously evaluates and executes mowing tasks. Genie ’s system takes
into consideration several factors such as the size of the user’s lawn, seasonal
changes, location, weather and time. This system relieves the user from the
complexity of lawn care, as Genie handles the tasks efficiently and effectively on its
behalf. When Genie encounters operational issues, it uses self-diagnosis and
multiple recovery attempts before notifying users. In addition, Genie can be
programmed to operate at a fixed schedule or to adjust its working hours based on
real-time outdoor weather conditions. For example, if it detects rain, Genie will
automatically postpone its mowing task until conditions are suitable.
 Multi-zone management . Genie provides users with the ability to remotely control
and maintain their lawn with ease. Through our mobile application, users can create
multiple mowing zones for targeted mowing in different areas, supporting up to 30
zones, such as front and back yard lawns. The mobile application also allows users
to set mowing exclusion zones to enhance safety and precision by avoiding certain
areas, such as around a swimming pool. Additionally, users can schedule mowing
times, and the device will initiate cutting tasks in an orderly manner according to the
set work plan, thereby completely freeing users’ hands from lawn maintenance
chores.
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 Adaptive cruise control (ACC) hands-free auto mapping. Genie utilizes four built-in
cameras along with ACC technology. This combination allows for accurate
identification of lawn boundaries and the automatic generation of lawn maps. By
employing these advanced features, Genie minimizes the need for manual mapping
intervention, saving users valuable time and effort while providing an efficient and
hands-free lawn maintenance experience.
 Intelligent obstacle avoidance . Genie excels in providing a flawless cut while
prioritizing the safety of people and animals present on the lawn relying on its
intelligence settings. It is equipped with four cameras and advanced algorithms that
allow it to accurately detect nearby obstacles, including animals and furniture. This
feature means users do not have to move furniture to prevent damage before
mowing. Moreover, if a child or animal crosses their path, Genie will steer clear to
ensure their safety.
 Ride-on edges and smart rain detection . Genie has been designed with a special
feature to tackle the issue of missing the edges of the lawn. It offers pinpoint
edge-trimming, ensuring the users’ lawns remain perfectly manicured with precision
across all edges. Genie is also equipped with a rain sensor that allows it to detect
rainfall and promptly return to its docking station. With this innovative rain
detection technology, users can trust that their mowers will remain in optimal
condition, regardless of the weather.
Pion
Our first-generation robot lawn mower, Pion , is the world’s pioneer robot lawn mower
which integrates cable-TOF technology. C-TOF technology involves transmitting signals along
a cable to determine the position of a device. This technique uses the time it takes for a signal
to travel between two points to calculate the precise location. This technology allows for stable
signal transmission with no loss, facilitating precise real-time positioning and route planning.
Pion utilizes structured grid-shaped paths for mowing, a strategy that appears to significantly
enhance efficiency by approximately 300% compared to random patch mowing patterns
traditionally employed by other mowers.
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Comparison of Our Robot Lawn Mower Offerings
The table below sets forth the key differences between of our first- and second-generation
robot lawn mowers:
First-generation Second-generation
Y ear ended
December 31,
Y ear ended
December 31,
2023 2024 2025 2023 2024 2025
Average selling price
(RMB/unit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,722.0 2,297.1 1,848.6 – – 4,648.2
Sales volume (unit) /H1118/H1118/H1118/H1118/H1118/H111823 10,131 11,004 – – 25,075
First-generation Second-generation
Features /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The first-generation robot lawn
mower requires boundary
wires for mowing.
It is built with our proprietary
C-TOF positioning technology
enables autonomous
positioning and path planning.
The second-generation robot
lawn mower does not require
any pre-installed boundary
wires.
It is built with full band RTK
and QuadVision technology,
enabling real-time mapping
and path planning.
Market
positioning /H1118/H1118/H1118/H1118
Targeting middle- to lower-end
users and price-sensitive
consumers. It is suitable for
premise with smaller lawns.
Targeting middle- to high-end
users. It is suitable for
premise with larger lawns.
Sales channels /H1118/H1118/H1118Primarily through offline sales
to business customers.
Through a combination of
online sales to end consumers
and offline sales to business
customers.
Management of Our Robot Lawn Mower Offerings
Our second-generation robot lawn mower marks a significant advancement over the
first-generation product, particularly in core positioning, mapping and navigation technologies.
Since the market is developing quickly and technological standards are still evolving, rapid
product iteration to offer competitive products is our strategic move to capture market
opportunities and is common in robot lawn mower industry, according to CIC.
We believe cannibalization risks among our robot lawn mowers are currently limited.
While our first-generation robot lawn mower targets the mid-to-lower-end market, such as
smaller home lawns of up to around 1,000 square meters, the second generation is positioned
for the mid-to-high-end market, covering larger lawns of up to around 3,000 square meters. In
addition, our first-generation robot lawn mower is suitable for price-sensitive customers, while
the second generation is suitable for customers who value greater convenience and automation.
As such, the two generations target distinctly different customers.
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BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY
Revenue Growth
We achieved sustained business growth but were loss-making during the Track Record
Period. Our revenue growth was attributed to two drivers: our visual perception products
(including sensors and algorithm modules) and intelligent robot lawn mowers.
Based on continuously expanding sales network and high-quality customer base, the sales
volume of our visual perception products increased more than three times from 3,523,561 units
in 2023 to 7,962,880 units in 2024, and further to 12,501,099 units in 2025. As a result, revenue
from our visual perception products increased from RMB274.2 million in 2023 to RMB606.5
million in 2025, representing a CAGR of 48.7%. Additionally, we launched small-scale trial
production of intelligent robot lawn mowers and commenced its initial market rollout in the
end of 2023, recording limited sales in the same year. In 2024, we commenced mass production
of our intelligent robot lawn mowers and achieved significant increase in revenue from
RMB63,000 in 2023 to RMB23.3 million in 2024. Our revenue from robot lawn mowers also
increased significantly to RMB136.9 million in 2025.
Driven by both factors, we achieved rapid increase in revenue from RMB276.6 million in
2023 to RMB467.3 million in 2024, and further to RMB747.8 million in 2025.
Net Loss
Despite our rapid growth, our revenue had yet been able to fully cover the various costs
and expenses incurred during the Track Record Period. In 2023, 2024 and 2025, we had net
losses of RMB68.5 million, RMB56.5 million and RMB62.5 million, respectively, representing
24.8%, 12.1% and 8.4% of our revenue in the corresponding years, respectively.
During the Track Record Period, our net losses were primarily attributable to R&D and
market expansion of robot lawn mower, which was still in the ramp-up phase. In the early stage
of its development, revenue from robot lawn mower was relatively limited and therefore was
not able to cover the relevant costs and expenses. Specifically,
 Research and development expenses . We made significant efforts to promote
innovation and technological advancement of robot lawn mowers. During the Track
Record Period, employee benefit expenses and equity-settled share-based payment
expenses for our R&D staff contributed a significant portion of our research and
development expenses. Among our 271 R&D staff, more than 35.4% were dedicated
to the R&D of robot lawn mowers as of December 31, 2025. Through their
collaborative efforts, we developed the first-generation robot lawn mowers in 2023,
and the second-generation in 2024. During the Track Record Period, we incurred
R&D expenses of approximately RMB36.5 million in upgrading into the second-
generation robot lawn mowers from the first-generation. The expected payback
period of such expenses was two years. As our strategic flagship product, our
second-generation robot lawn mower has played a significant role in driving and
scaling-up sales of our robot lawn mower and potentially complete robot business
line and improving our profitability. See “—Our Product Portfolio—Robot Lawn
Mowers.”
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 Selling and marketing expenses . We also put efforts in the recruitment and retention
of marketing talent and promotion activities. During the Track Record Period,
employee benefit expenses and equity-settled share-based payment expenses for our
sales and marketing staff constituted the majority of our selling and marketing
expenses . Among our 79 selling and marketing staff, more than 72.2% of them were
dedicated to the selling and marketing of robot lawn mowers. In addition, marketing
expenses also constituted a substantial portion of our selling and marketing expenses
during the Track Record Period. We have implemented offline marketing events and
online promotional campaigns, including participation in industry exhibitions and
KOL video promotion. As a result, we achieved significant increase in sales volume
of robot lawn mowers from 23 units in 2023 to 10,131 units in 2024, and further to
36,079 units in 2025.
In addition to the above, we have made investments in exploring and developing other
complete robotics products. Through such R&D efforts, we identified robot lawn mower as our
second growth driver in view of its significant market potential and compatibility with our
technological capabilities. These R&D activities also resulted in certain research and
development expenses during the Track Record Period, which, while to a limited extent,
contributed to our net loss position. After identifying robotic lawn mowers as our second
growth driver, our R&D efforts shifted to this product and resources were concentrated on its
development and mass production. This shift aimed to effectively control and improve the
efficiency of our expenses.
Our net losses during the Track Record Period were also attributable to R&D and market
expansion of visual perception products. Relying on our R&D activities, we have built a visual
perception product portfolio and iterated certain intelligent perception products. We also
expanded our client base of visual perception products. In 2023, 2024 and 2025 we acquired
four, seven and six new group customers for our visual perception products, respectively. With
our continuous R&D efforts and business expansion, our net losses from visual perception
products had been narrowing down during the Track Record Period in terms of percentage to
revenue.
We have been allocating our R&D resources to align with our strategic development
objectives. For business lines that are set as strategic priorities, we ensure sufficient resources
are allocated to support the achievement of these objectives. After identifying robot lawn
mowers as our second growth driver, we gradually increased our R&D investment them. The
proportion of R&D expenses attributable to robot lawn mowers among our total R&D expenses
significantly exceeded the proportion of revenue attributable to robot lawn mowers among our
total revenue. By allocating ample R&D resources, we rapidly captured the growing market of
robot lawn mowers and accumulated first-mover insights. We believe revenue from robot lawn
mowers will continue to increase in the foreseeable future, making it one of our core revenue
streams.
Path to Profitability
During the Track Record Period, the percentage of net losses to revenue continued to
decrease. In addition, our adjusted net loss (as net loss for the year adjusted by adding back
equity-settled share-based payment expenses and listing expenses related to the Global
Offering) in its absolute amount and percentage of adjusted net loss to revenue continued to
decrease. We expect to turn around our net loss position through increase in revenue,
improvement in gross profit margin and enhancement in operating efficiency.
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Stable revenue growth
Revenue growth is key to achieving profitability. We have built a robust technological
foundation and a suite of visual perception products. Our visual perception products can
empower a wide range of intelligent robot products, including robot lawn mowers. Leveraging
the significant market potential of intelligent robot market, as well as our technology strengths,
we are well positioned to enhance and upgrade product offerings in response to emerging
market opportunities and continue to achieve revenue growth. As sales volume of robot lawn
mower grows, the corresponding increase in revenue will gradually cover the relevant costs and
expenses and thereby reduce our net losses in general.
Rapid growth and increasing penetration of overseas intelligent robot market
Driven by the increased commercialization of household and commercial intelligent
robots, as well as advances in hardware technologies, algorithms and AI-empowered models,
the intelligent robot market is expected to experience rapid and significant growth. Along with
the wide adoption of intelligent robots in various sectors, the global market size of intelligent
robot perception technology is also expected to expand substantially. According to CIC, the
global market size for intelligent robot visual perception technology increased from RMB13.6
billion in 2020 to RMB28.5 billion in 2024 with a CAGR of 20.3%. With ongoing
advancements in related technologies, the market size is expected to further grow, reaching
RMB70.2 billion in 2029, with a CAGR of 19.7% from 2024 to 2029. See “Industry Overview.”
Our visual perception technologies empowered over nine million units of intelligent robots in
2025. According to CIC, we are among the companies with a broad portfolio of intelligent
robot visual perception technology products. Benefitting from the growth potential of
intelligent robot market and the visual perception technology sub-market, our suite of visual
perception products is expected to support us in capturing the market potential and achieving
sustainable growth.
In addition, the penetration rate of robot lawn mowers remains low in the global lawn
mower machinery market despite the significant consumer demand for lawn mowing
machinery. In 2024, the global market size of intelligent robot lawn mowers was RMB6.1
billion, representing a penetration rate of less than 2.0% in the global lawn mower machinery
market. Driven by technological advancements, both penetration rate and market size of
intelligent robot lawn mowers are expected to grow substantially. Its penetration rate is
expected to reach 17.0% in 2029 and the market size is expected to reach approximately
RMB47.6 billion in the same year. We are offering and will continue to offer robot lawn
mowers with advanced technologies. We believe that our rapid product iteration will capture
the evolving market opportunities and fuel our continuous revenue growth.
Strengthening relationships with existing customers and attracting new customers to expand
our sales network
Customer recognition and satisfaction are key to our business sustainability and growth.
We have established long-term and stable relationships with our existing customers. During the
Track Record Period, our customers included seven of the world’s top ten household robotics
companies, and all of the world’s top five commercial service robot companies. Our group
customer retention rate, reached approximately 84.0% in 2023, 90.0% in 2024 and 100.0% in
2025, demonstrating notable recognition and satisfaction of our customers. We maintain stable
relationships with our customers. Our sales and marketing team have in-depth understanding
of our customers and industry development. Relying on our experienced sales and marketing
team, we believe that we will continue to generate stable revenue from our existing customers.
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In addition to maintaining our existing customers, we also intend to expand our customer
base, which is equally important to continue our revenue growth. Technological innovation is
considered a crucial factor for our development. By consistently iterating products and
upgrading solutions, our visual perception products and robot lawn mowers are developed to
lead industry standards and attract new customers through technical proficiency and scenario-
based application capabilities. We intend to increase our involvement in robotics industry
events to demonstrate our innovated technological strengths and product technologies, such as
the QuadVision and full bank RTK and VSLAM technologies in our robot lawn mowers.
Additionally, we intend to continue expanding our collaboration with KOLs and KOCs to
enhance our presence on online sales platforms. We aim to enhance brand awareness and attract
new customers through these efforts. Together with our solid existing customer base, we will
continue to enlarge our client base to drive our revenue growth.
Expansion into new high-value international market
Through intelligent robot lawn mowers, we plan to reinforce our overseas footprint
through strengthening our overseas sales and marketing capabilities and enhancing strategic
partnerships. According to CIC, the global market size for intelligent robot lawn mower in
terms of sales volume increased from approximately 28,600 units in 2022 to approximately
383,500 units in 2024, and is expected to reach approximately 3.4 million units in 2029, with
a CAGR of 54.7% from 2024 to 2029. See “Industry Overview.”
Leveraging our advanced technologies in the applications in complex outdoor
environments, we recorded sales of our first-generation robot lawn mower of more than 10,000
units in 2024. We recorded significant increase in overseas sales of robot lawn mowers in 2025.
From the beginning of 2025 to the Latest Practicable Date, we sold more than 54,000 units of
robot lawn mowers, signaling our rapid growth potential. We believe that robot lawn mowers
have significant market potential, especially in Europe, North America and Australia, where
manual mowing costs are high. We will continue closely monitoring the relevant market to
ensure our products fit customer demand. Additionally, to ensure efficient overseas production,
sales and services, we are setting up operation centres in Singapore, Hong Kong and Germany.
As we strategically expand our overseas footprint, we aim to build a recognized brand in
overseas market to capture the fast-growing demands of robot lawn mowers and achieve rapid
revenue growth.
Technological upgrade and product iteration to diversify our product mix
Leveraging the success of our current offerings, we plan to further optimize our products
to improve their adaptability, accuracy and efficiency, thereby enhancing our competitive edge.
For example, we aim to refine our existing portfolio of visual perception products by
developing next-generation DTOF dual-camera obstacle-avoidance radar, 4D radar and
all-solid-state flash LiDAR. 4D radar use uses radio waves to detect the position of objects, as
well as their distance, speed, and the angle at which they move, and flash LiDAR sends out a
wide flash of light and instantly measures how long it takes for the light to bounce back from
different objects. These advancements will keep our products at the forefront in areas such as
environmental adaptability, range accuracy and power consumption efficiency. We also plan to
optimize the functional module design of our visual perception solutions to better align with
real-world applications, thereby achieving significant advancements in both technological
development and user experience.
We also plan to strengthen our technological infrastructure to better cover customers’
needs, while penetrating our product offerings into new markets. For example, we will continue
to focus on developing all-in-one radar solutions with higher integration and merging
traditional SLAM and obstacle avoidance requirements, aiming to enhance sensor performance
and reduce cost of sensors. These advancements will enhance the sensors’ performance and at
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the same time reduce their size and cost. We are also developing an advanced material
detection sensor, which goes beyond the limitations of traditional RGB cameras to identify
various materials, enabling detection of floor stains and assessing the health of lawns. Through
such optical-algorithm synergistic innovation, we aim to significantly enhance the usability of
visual systems in extreme environments and expand the application scenarios for intelligent
robots. Through innovation and synergy, we aim to offer a year-round smart maintenance
solution that boosts user engagement, brand value, market reach and business growth. We
expect that our expanding revenue sources will continue to improve operating results.
Improving gross profit margin
Continuing product iteration and optimizing product mix
We plan to continuously refine our existing product line, strengthen product
differentiation and sustain business growth. We will continue to review customer feedback of
our existing products, and consider market trend of new and iterating products. Our R&D
efforts will focus on products with promising market potential. In 2025, sales of our
higher-margin DTOF LiDAR products accounted for 48.3% of sensor product revenue,
demonstrating a significant increase from 11.9% in 2024, resulting in the gross profit margin
of our sensor products increasing from 15.2% in 2024 to 20.4% in 2025. In addition, our
revenue from robot lawn mower products as a proportion of total revenue increased from 5.0%
in 2024 to 18.3% in 2025. The mass production of our second-generation robot lawn mowers
further improved the gross profit margin for this business line from 33.6% in 2024 to 42.3%
in 2025.
Improving cost efficiency through economies of scale
As our sales volume continues to increase, we are gradually benefiting from economies
of scale, particularly with our visual perception products. In addition, with the commencement
of mass production for both generations of robot lawn mowers, we expect to increase sales
volume of robot lawn mowers and achieve economies of scale for this product line. For our
visual perception products, as we continue to increase procurement volume from our suppliers,
we can negotiate with suppliers with better terms, improving our profitability and long-term
sustainability in the high-growth market. In addition, in anticipation of rising order volumes in
the future, we have made, and will continue to make, investments in expansion and upgrade of
production facilities and equipment to expand our production capacity and improve production
efficiency. In relation to hardware, we will continue to introduce customized automatic
assembly lines and automated inspection fixtures. In relation to software systems, we will
procure state-of-the-art intelligent factory software to facilitate complete digital control from
raw materials to finished products. We also implemented a manufacturing execution system to
improve overall management of production through real-time data collection and visualization
of the entire production process. These initiatives have improved and will continue to improve
product production efficiency and reduce production costs.
For our robot lawn mowers, we aim to increase sales volume and corresponding revenue
to cover corresponding costs and expenses. As the robot lawn mower market is developing
quickly, rapid product iteration to offer advanced and competitive products is key to capture
customers. We developed the first-generation robot lawn mowers in 2023, and the second-
generation in 2024. We believe that our robot lawn mowers to continue to experience rapid
growth in sales volume and thereby achieve economies of scale soon.
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Optimizing R&D efficiency and improving operational effectiveness
With our underlying R&D capabilities and advanced application implementation serving
as the foundation, we are constantly making technological advancements and product
iterations, boosting our profitability. Our dedicated R&D efforts have optimized software
development, hardware design and production processes, ultimately improving cost efficiency
and gross margins. For example, our self-developed AutoPack platform adopts a modular
design, enabling compatibility with a wide variety of sensors and rapid configuration of
solutions. It covers the full downstream business process and supports extensive platform
integration. This modular and configurable design makes product development comparably
flexible, allowing for different module and parameter configurations to meet varying
application scenarios and product requirements. This adaptability enhances scalability and
timely product offerings across diverse project needs. By utilizing our AutoPack platform, we
reduced the time needed to build each firmware package (a package containing a collection of
firmwares with codes that are intended to run on devices) by 50%, effectively doubling our
operational efficiency. Taking our DTOF LiDAR Series 50 as another example, it features a
simplified coaxial optical design. The simplified structure only requires one PCBA instead of
the traditional requirement of two to three PCBAs, thereby reducing this product’s bill of
materials (BOM) cost.
We have adopted stringent measures to control administrative expenses. As part of such
efforts, we have optimized our team structures to enhance efficiency while maintaining
essential support functions. This streamlining is aimed at simplifying workflows, optimizing
resource allocation and ensuring that operational needs are met in a cost-effective manner.
In addition, we have adopted a focused, target-based approach to selling and marketing
activities to further improve the efficiency of related expenses. By directing resources and
efforts toward high-priority selling regions and leveraging data-driven insights, we have
optimized our selling and marketing strategies. Through such efforts, we have maintained a
stable level of selling and marketing expenses, as a percentage of our revenue.
During the Track Record Period, we incurred significant operating expenses. Based on
our aforementioned technological advancements and cost control measures, our research and
development expenses, selling and marketing expenses and administrative expenses had
generally decreased as a percentage of revenue from 57.1% in 2023 to 36.3% in 2025.
Working Capital Sufficiency
Our Directors are of the view, and the Joint Sponsors concur, that taking into account our
available resources including cash and cash equivalents, certificate of deposits and time
deposits on hand, which are liquid on demand, the operating cash flows, the available banking
facilities and the net estimated proceeds from the Global Offering, we have sufficient working
capital for our present requirements and for the next 12 months from the date of this
prospectus. See “Financial Information — Working Capital Sufficiency” for details.
Director’s View
Benefiting from the aforementioned revenue growth drivers, our revenue growth
continued in 2025. In 2025, our revenue from visual perception products amounted to
RMB606.5 million, representing a 38.1% increase from 2024. Our revenue from robot lawn
mowers amounted to RMB136.9 million, representing a close to sixfold increase from the
corresponding period in 2024. In addition, relying on our operating efficiency improvement
methods, we are continuously optimizing our product mix and reducing operating costs. Our
robot lawn mowers have a higher gross profit margin than our visual perception products. As
the sales volume of our robot lawn mowers rises, we expect their share of total revenue will
continue to increase, leading to an improvement of our overall gross profit margin. We are also
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committed to expanding our business operations to capitalize on economies of scale, thereby
ensuring that operating expenses are managed efficiently. In 2025, we recorded a narrowed net
loss of RMB62.5 million as compared to RMB68.5 million in 2023. Based on the foregoing,
our Directors are of the view that the efforts described above have contributed to and are
expected to continue to maintain the sustainability of our business operation.
OUR CORE TECHNOLOGIES
According to CIC, we are among a few robotics companies in China to possess a wide
range of capabilities from foundational R&D to product applications, encompassing sensors,
algorithms, robotic hardware platforms, software systems and the integration and
manufacturing of robotic systems. We specialize in the R&D of fundamental technologies for
intelligent robot. We have successfully developed, produced and mass-manufactured a wide
portfolio of visual perception products and AI-powered spatial perception algorithms in the
intelligent robotics industry, which forms a solid foundation for intelligent robot. Leveraging
our extensive expertise in visual perception infrastructure, we have vertically integrated
downstream to develop and produce complete intelligent robot systems. This enables us to
gradually transform into a smart robotics company with capabilities spanning from
fundamental technology development to real-world application deployment.
Mapping and Positioning Technology
Our mapping and positioning technology substantially enhances robotic autonomy by
delivering unparalleled precision and efficiency through advanced innovations. Our cutting-
edge technology enables seamless navigation, enhanced coverage and optimized performance
for both indoor and outdoor applications, offering significant advantages in speed, cost-
efficiency and reliability. Our key mapping and positioning technologies are set forth below:
 Beauty SLAM . For indoor robotic applications, we developed the Beauty SLAM
mapping and localization system, which uses linear LiDAR for mapping. By
incorporating a Gaussian Mixture Model during map construction, the algorithm’s
processing speed has been enhanced. Our algorithm operates significantly faster
than the industry average, achieving over 10 frames per second (fps) on an
embedded platform. For the LiDAR matching process, we used the Atlanta World
Model, enabling automatic alignment with the physical structure of the world and
producing visually appealing map outputs.
 Cannon SLAM . Designed specifically for indoor applications, the Cannon SLAM
system addresses diverse product positioning needs. It leverages a single-point
distance sensor to deliver complete mapping and localization functionality. Despite
maintaining exceptional performance, this system reduces sensor costs by more than
70% compared to traditional LiDAR solutions, providing a significant competitive
edge.
 QuadVision SLAM . Specifically designed for outdoor robotic scenarios, we
developed the QuadVision SLAM visual positioning system. Using four cameras for
mapping and localization, it achieves a field of view exceeding 300°. By uniformly
modeling the four cameras, the algorithm enables cross-camera feature recognition,
the localization precision is greatly improved. It also offers superior adaptability to
diverse environments and lighting conditions. In typical application scenarios, the
error rate is maintained below 0.5%. Robot lawn mowers equipped with this system
can operate without additional positioning sensors such as LiDAR or GPS.
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 C-ToF system . For outdoor robot lawn mowers, we developed the C-ToF system.
Traditional lawn mowers determine boundaries using wires and adjust direction
randomly, resulting in long coverage times and inconsistent coverage rates. We use
the time-of-flight technology to measure the wave’s propagation time, enabling
precise positioning for the robot. Robots equipped with this system achieve accurate
bow-shaped coverage, significantly enhancing operating efficiency and coverage.
Compared with non-intelligent robot lawn mowers, this system improves efficiency
by over 300% and increases coverage by more than 25%.
Visual Perception Technology
Leveraging our advanced R&D expertise, we have developed a diverse range of sensors,
including single-point ToF distance sensors, triangulation LiDAR, DTOF LiDAR, 3D
structured light sensors, binocular biomimetic distance sensors, ultrasonic sensors, infrared
sensors and quad-eye matrix sensors. This has enabled us to build an extensive range of visual
perception products in the intelligent robotics field. Our innovative visual perception
technologies combine advanced sensor hardware and perception algorithms, pushing the
boundaries of precision and efficiency. The key features and advantages of our visual
perception technologies are set forth below:
 Intelligent perception systems (home guard vision system and boundary eye system) .
Leveraging extensive scene data and years of technical expertise, we develop highly
efficient perception systems at an exceptionally low cost and with minimal
computational power requirements. Our home guard vision and boundary eye
systems are capable of recognizing hundreds of common indoor objects and
boundaries in complex environments, while precisely identifying the type and
distance of obstacles. With a computational demand of just 0.5-1 TOPS, it is ideally
suited for deployment in embedded systems.
 Multi-sensor fusion . Our multi-sensor fusion technology supports a wide variety of
sensors, ensuring strong compatibility and adaptability across platforms with
different computational power requirements. For different types of robots, we may
integrate more than ten types of sensors, including LiDAR, single-point distance
sensors, infrared sensors, PSD sensors, 3D structured light sensors, RGB cameras,
gyroscopes, wheel odometry encoders and full frequency GNSS module. These
sensors collectively ensure high-precision positioning and stable operation, even in
complex environments.
 3D+ multispectral perception. Our pioneering integration of multispectral imaging
with 3D vision scanning offers a holistic perspective on lawn care. This enables our
systems to assess lawn health, detect terrain anomalies ( e.g. , moisture deficiencies
or disease) and identify plant species with accuracy. Consequently, our multispectral
perception technology can tailor mowing strategies based on the real-time status and
type of lawn, creating a personalized user experience that significantly enhances
lawn maintenance outcomes.
Planning and Control Technology
Our advanced planning and control technologies excel in creating an optimal balance of
efficiency, coverage and energy consumption. Our key planning and control technologies are
set forth below:
 Autonomous exploration and mapping. Our self-developed AccAutoMapping
technology, equipped with quad-camera matrix sensors with 300° ultra-wide-angle
coverage and the boundary eye dynamic boundary recognition system, enables
zero-intervention intelligent mapping of environments. The system simultaneously
generates 2D navigation maps, 3D obstacle point clouds and semantic annotation
layers, achieving over 90% accuracy rates in complex environments.
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 Navigation system . We have developed a fast and resource-efficient navigation
system that supports real-time path planning and navigation over areas exceeding
5,000m
2 on embedded SoC platforms. It can also be deployed on low-computation
microcontroller platforms demonstrating exceptional versatility.
 Full-coverage path planning and precision edge cleaning. We have developed a
flexible and highly efficient full-coverage path planning system that adapts to
different map shapes for maximum effectiveness. We developed our own precision
edge-cleaning technology, Refinement Clean. Powered by our proprietary 3D
structured light sensors, this system delivers millimeter-level accuracy in edge
detection and an obstacle recognition precision of ±0.8mm. It can reliably identify
low-profile objects such as slippers and wires while maintaining a cleaning edge
distance of /H113491 cm. Furthermore, the risk of edge tangling is reduced by more than
90%, greatly enhancing operational reliability and efficiency.
 Adaptivity to varying landscapes. As for our robot lawn mowers, the intelligent
slope detection capabilities support up to 30° inclines while also taking into account
grass density and lawn shape in their operations. This allows for automated path
adjustments, achieving significantly elevated levels of precision in cutting compared
to manual efforts.
General Robotics Development Platform (AutoPack)
The AutoPack platform adopts a modular design, enabling compatibility with a wide
variety of sensors and rapid configuration of solutions. It covers the full downstream business
process and supports extensive platform integration. With AutoPack, a single set of algorithms
can be seamlessly applied to various LiDARs, 3D structured light sensors, ultrasonic radar,
PSD wall-following sensors and infrared sensors.
This modular and configurable design makes product development highly flexible,
allowing for different module and parameter configurations to meet varying application
scenarios and product requirements. The approach significantly reduces R&D time for
multi-project development, greatly improving efficiency and lowering development costs. In
addition, utilizing its production and testing engine module, AutoPack effectively shortens the
time from R&D to mass production. AutoPack provides customers with a standardized,
low-margin-cost solution, offering an end-to-end service loop from product design to
manufacturing.
AI Technology
AI technology is one of our core competencies, and we have invested substantial R&D
resources in its development, applying emerging technologies to our products. We have
incorporated deep learning into our VSLAM localization system, enabling neural networks to
extract image features. This makes the localization algorithm more robust and resistant to
changes in lighting conditions. In binocular bionic sensors, neural networks are also used for
depth reconstruction, achieving a reconstruction completeness rate up to 98%, reducing
reconstruction failures caused by overexposure or backlighting by approximately 80% and
improving performance in low-texture environments by approximately 50% stereoscopic
sensors. During map creation, neural networks are employed to extract semantic information,
which is then used to divide the map into labeled regions. Our products utilize these semantic
information to intelligently adjust operational modes, enhancing the user experience. By
deploying large language models and vision-language models, we have equipped robots with
the ability to understand their environment semantically. Combined with robot positioning
information, they can create semantic visual maps, enabling robots to understand environment
more like humans.
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Simulation and Automated Testing Tools
We are committed to developing tools to improve the efficiency of R&D processes. Our
proprietary simulation tool, SimCarrier, enables rapid prototyping and validation of algorithms
in hardware-free environments. CarrierDebugger, our custom debugging tool, allows real-time
monitoring of all sensor statuses in the robot and records full operational data with replay
functionality. It can simulate real-world robot operations, greatly improving R&D efficiency
and quality. Additionally, our proprietary automated testing tools integrate with both simulated
and real-world environments to streamline software release testing into a unified workflow.
These tools automatically generate detailed test reports, significantly improving testing
efficiency and output quality.
RESEARCH AND DEVELOPMENT
Our deep passion for innovation coupled with our strong R&D capabilities have allowed
us to keep up with the rapid advances in technologies. During the Track Record Period, our
total research and development expenses amounted to RMB311.9 million, representing 20.9%
of our revenue during the Track Record Period.
We place strong emphasis on the recruitment of technology specialists and senior
engineers with extensive experience in the industry. Our technological capabilities are built by
our talented and dedicated research and development team. As of December 31, 2025, we had
a team of 271 R&D professionals, representing approximately 34.8% of our professional staff.
Our R&D team include professionals who are specialized in intelligent robot related
technologies and graduated from renowned universities. With competitive remuneration
packages and welfare benefits and promising development prospects, we have retained key
R&D personnel and maintained a stable R&D team. We also established various training
programs to keep our R&D personnel abreast of the most advanced technologies in the relevant
fields.
Our research and development team has established collaborations with external research
institutions to further advance our technological capabilities. For example, we have entered
into strategic cooperation agreements with the Guangdong Intelligent Robotics Institute (؇
הGIRI”) to collaborate on the development of cutting-edge technologies
in the field of intelligent robots and aim to promote innovation of intelligent robot products.
Salient terms of such agreements are as follows:
 Collaboration scope . We collaborate with GIRI in the development of autonomous
technologies and intelligent robot products. During the Track Record Period, we
primarily collaborate with GIRI in the testing of robot lawn mowers. We are
gradually extending our collaboration with GIRI in the development of intelligent
robots.
 Intellectual property . New technological achievements, work products and their
respective intellectual properties arising from the performance of the collaboration
agreements belong to us. GIRI also represents that any work product delivered to us
does not and will not infringe any third party’s intellectual property rights.
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Historical Product Advancement
Since our establishment, our R&D activities have continually driven the advancement of
our products:
 Sensors . Since we launched our first SLAM triangular laser radar in 2018, we have
expanded our sensor portfolio in the following aspects:
 Introduction of new and diverse types of sensors . We had enriched sensor
product matrix catering to customers’ needs across different scenarios and
functionalities. For example, we launched our solid-state linear LiDAR,
ultrasonic sensor and QuadVision sensor in 2019, 2021 and 2024, respectively.
 Advanced technical capabilities . We continue to optimize the performance of
our sensor products. For example, we developed the first generation of the
DTOF-06 LIDAR, which has higher long-distance measurement accuracy,
stronger environmental adaptability and better performance stability compared
to traditional laser LiDAR.
 Algorithm modules . Our R&D activities also promoted the advance in 2021 and AI
solutions in 2023.
 Robot lawn mowers . We began to develop robot lawn mowers in 2022. Relying on
our R&D efforts, we successfully introduced the second-generation robot lawn
mowers in 2024, featuring distinct technologies and advanced intelligence levels.
We launched the third-generation robot lawn mowers in January 2026. The three
generations target customers with different price preferences and technological
requirements.
In addition to advancement to our products, certain of our technologies have improved
our R&D efficiency. For example, our self-developed AutoPack platform has hosted various
modules to support parallel product development. We can choose from pre-embedded
component parameters, software modules and event scenarios to expedite R&D cycle and
product iteration.
Research and Development Process
The diagram below sets forth a summary of our research and development process:
Concept
Initiation Design Development
Engineering
Verification
Design
Verification
Mass
Production
Verification
Mass
Production
Maintenance
Market research
Feasibility
and demand
analysis
Approval and
project initiation
Functional
definition
Performance
metrics
Quality
standards
Plan refinement
Prototype
manufacturing
Prototype testing
Review and
pilot production
Tooling
investment
decision
Initial pilot
production
Functional
testing
Performance
testing
Environmental
testing
Small-batch
pilot production
Performance
testing
Environmental
testing
Design
finalization
Initial mass
production
Production
ramp-up
Product testing
and optimization
Product launch
After-sales
follow-up
User feedback
Continuous
improvement
Continuous
iteration
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The key stages in our research and development process consist of:
 Conceptualization stage . We identify market demand and conduct feasibility
analysis. Based on this analysis, we determine an optimal implementation plan with
detailed steps, along with the required quality standards.
 Design and development. When designing prototype products, we separate
functionality, performance and quality targets and assign them to different personnel
based on their specialties in hardware, software, testing, production, and
procurement. A range of testing strategies and plans are established and
implemented to ensure that designs undergo rigorous validation.
Then entering development, we test functionality, performance and quality targets of
the prototype products based on the pre-determined standards. Any identified risk or
issue will be tested and validated. We review testing reports and decide whether to
continue with trial production and structure mold production.
 V erification. The main purpose of engineering verification is to validate the
feasibility and functionality of product design. A small batch of samples is produced
for basic functionality and performance testing. These tests aim to identify potential
design-related structural issues, material or component selection problems,
hardware or software design defects and production testing challenges. After
completion of various testing, we will conduct a quality review to confirm that all
key issues have been addressed.
At the design verification stage, small-scale trial production is carried out to validate
the products performance and reliability under broader conditions. A range of testing
activities, such as environmental testing, durability testing and compatibility testing,
are performed to confirm that the products can function under various real-world
conditions. When quality and small-scale production feasibility are confirmed, the
products will progress to mass production.
 Mass production. Mass production verification focuses on quality under actual
production conditions. Products entering this stage are manufactured in a real
production environment and thoroughly inspected for quality, functionality,
performance and environmental compliance. The stability and efficiency of
production processes are analyzed to identify areas for improvement. At the end of
this stage, we will generate a production summary, ensuring that identified problems
are addressed, production efficiency meets predefined quality standards and the
product is ready for mass production and sales.
After mass production, we follow closely with customers to monitor issues after
products are sold. Based on feedback from customers, we promptly resolve issues
identified and transfer the information to R&D team so that they can fix this issue
at an earlier stage, further optimizing and iterating our products to maintain strong
competitive advantages in the long run.
PRODUCTION
Our primary manufacturing facility is located in Shenzhen, Guangdong province and has
a gross floor area of over 20,000 square meters. This facility primarily produces and assembles
our proprietary sensors and algorithm modules using a wide range of raw materials and
components. Our production line’s utilization rate for a specific year was calculated by
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dividing the actual production output by its annual production capacity. In 2023, 2024 and
2025, our utilization rate of production line for sensors was approximately 76.3%, 90.5% and
95.9%, respectively, and for algorithm modules was approximately 80.1%, 88.7% and 98.0%,
respectively.
Our Production Process
We are committed to the continual development of production process techniques to
enhance our production capabilities and to accelerate the automation and digitalization of our
production lines. The diagram below illustrates key steps of our production process:
Below are the key steps in our product manufacturing process:
Procurement
of raw
materials
Internal
quality control
Finishing
packaging
Optomechanical
assemblies
Surface mount process
Component Assembly
Dual in-line
package plug-in
Functionality testing
Complete
unit
assemblies
Calibration
testing
Sensors
Algorithms Module
Robot lawn mowers
 Raw material procurement and inspection . We source high-quality materials from
reliable suppliers to ensure product integrity.
 Manufacturing. We may engage third-party manufacturers to participate in the
manufacturing process. We determine detailed arrangements based on the type of
products involved.
/H11568Sensors. During the Track Record Period, all of our new sensor models are
produced in-house, while older models are partially outsourced to third-party
manufacturers.
Optomechanical assembly . We assemble key components such as laser
emitters, sensor control boards and lenses into the core LiDAR module, the
optomechanical module. We also perform laser power calibration and
optomechanical focusing.
Complete Unit Assembly and calibration testing . We integrate the
optomechanical module with the LiDAR structure, off-axis motors and other
components, forming the finished LiDAR product. We also conduct calibration
for distance and angle, aging tests and functional testing to meet design
performance requirements.
/H11568Algorithms modules. We determine between in-house and third-party
manufacturing based on order volume and our capacity.
SMT (Surface Mount Technology) . We use solder paste inspection, pick-and-
place, reflow soldering and other processes to assemble PCBA boards using
PCB boards and electronic components. We also perform visual inspection
with automated optical inspection equipment to ensure the quality of SMT
processes.
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DIP (Dual In-Line Package) . We apply conformal coating to the PCBA board,
followed by firmware programming and functional testing to meet design
performance requirements.
/H11568Robot lawn mowers. We develop and manufacture core components, such as
production jigs and fixtures and automated testing systems. We may then
engage third-party manufacturers to proceed with basic production according
to our specifications.
Component assembly . All procured materials that pass inspection are
assembled into components or semi-finished products. These components or
semi-finished products are then assembled into the final product, ensuring the
structural integrity of the product.
Functionality testing . After assembling components such as base cases,
charging stations and vision systems, functionality and airtightness testing, as
well as parameter calibration, are conducted on each component individually.
Once all components pass testing and are assembled into the final product,
functional tests and outdoor running tests are performed to ensure the product
meets design standards.
 Finishing Packaging. We carry out rigorous appearance inspections to ensure the
product meets factory release standards. To finish our product packaging, we
undergo visual inspection, cleaning and installation of protective materials for
transportation. It is packed along with accessories, sealed and subjected to finished
product quality sampling inspections.
During our manufacturing process, we may collaborate with trusted third parties to
manufacture and assemble our products such as robot lawn mowers, to balance the change of
order volume due to seasonal factors and ensure delivery efficiency. We choose third-party
contract manufacturers to participate in the manufacturing process primarily for the following
reasons: (i) we may experience seasonal order surges from time to time, when we require
enhanced manufacturing capacity to accommodate the sudden increases in customer orders. By
leveraging third-party contract manufacturers, we are able to maintain a stable in-house
capacity without unnecessary expansion; (ii) some manufacturing process may be costly as it
requires investment in high-cost production equipment. By leveraging third-party contract
manufacturers, we can control investment in fixed assets; and (iii) assembling robot lawn
mowers requires substantial floor space, but does not involve significant technological barriers.
We opted to partner with third-party contract manufacturers to limit our investment in
production facilities and reduce costs. Salient terms of a typical agreement with third-party
contract manufacturers are as follows:
 Roles and responsibilities . The third-party contract manufacturer is responsible to
assemble the agreed components with raw materials provided by us. We are entitled
to assign inspectors to supervise the assembly process. The third-party contract
manufacturer must follow our confirmed protocol to assemble components and are
not allowed to unilaterally amend the confirmed protocol.
 Payment schedule . We are typically required to pay third-party contract
manufacturers within 90 days after receipt of invoice.
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 Intellectual property . All designs, technical specifications and functional
requirements provided by us belong exclusively to us and may only be used only for
the assembly of agreed components. Any patents, designs, copyrights or other
intellectual properties arising from our outsourcing arrangements also belong
exclusively to us.
 Quality requirements . The third-party contract manufacturer is required to deliver
products meeting our quality requirement, otherwise we may be entitled to deduct
service fee or terminate the agreement.
 Renewal and termination . This agreement may be terminated based on mutual
agreement. We may also terminate this agreement if the third-party contract
manufacturer does not possess the qualification or permit to perform obligations
under this agreement.
While outsourcing certain manufacturing processes to third parties, we remain
responsible for core design and manufacturing processes, including design of optical sensors
and development of production jigs and fixtures and automated testing systems. We only
outsource basic assembly processes with low technical barriers and surface mount process to
third parties. For example, while we procured third-party manufactured optical components,
the design of sensors’ optical system is carried out by our R&D team. Such design is the core
process in designing optical path and structure. In addition, while we procured third-party
manufactured structural components, we developed structural drawing, and third parties only
needs to perform basic manufacturing that meets our specifications. Lastly, we design printed
circuit board assemblies (PCBAs) with our proprietary algorithms embedded. Standard
electronic components will then be mounted on the PCBAs. While we procured standard
electronic components manufactured by third parties, our proprietary PCBAs represent the key
capabilities in the relevant manufacturing process.
We have established a robust outsourced supplier management system that ensures
effective control of suppliers’ production quality through clear entry criteria, legal quality
agreements and ongoing production monitoring. This includes strict supplier audits, detailed
quality inspection requirements, real-time production oversight and a structured response
mechanism for quality issues, including penalties and compensation for non-compliance.
Regular quarterly assessments and continuous improvement initiatives are implemented to
maintain and elevate supplier performance.
Logistics and Warehouse
We primarily engage certified third-party logistics providers and our self-owned trucks to
transport our products. Our warehouses located in Shenzhen serve as the storage sites for our
completed products and inventories. Once products have successfully undergone quality
checks, they are moved to the warehouse, where we implement stringent inventory
management and control protocols. The products are then shipped to destinations designated by
our customers, ensuring a streamlined distribution process.
Production Quality Control
We are dedicated to delivering high-performance products characterized by consistent
quality and reliability. We implement strict quality control standards throughout our
manufacturing and inventory processes. Our current manufacturing facility holds ISO9001,
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ISO45001 and ISO14001 certifications, underscoring our commitment to quality control and
management. Inventories, such as raw materials and components, are rigorously tested at
various stages to ensure compliance with our technical specifications.
Our products also undergo multiple demanding quality inspections at all production
stages in line with industry standards. Our customer service quality engineers collaborate with
our suppliers to benchmark various parameters and standards to ensure the procured materials
are reliable and compatible. Furthermore, we monitor key metrics to manage our production
line operations effectively. All finished goods will be inspected by our quality control staff
before shipment. Our customer service quality engineers staff connects with customers to
gather feedback, helping us track issues and continually improve quality. During the Track
Record Period and up to the Latest Practicable Date, there were no product recalls related to
our products. In addition, during the Track Record Period and up to the Latest Practicable Date,
our products had not been subject to any material claim, litigation or investigation.
To ensure that quality manufactured by third parties meets our quality standards, we have
established a strict end-to-end control system. First, we set clear entry criteria, including
qualification reviews, assessments of equipment and technical capabilities and on-site factory
inspections with trial production verification. Second, we sign quality guarantee agreements
that define key quality standards, inspection responsibilities and breach of contract liabilities.
Finally, we carry out dynamic monitoring during production, including random checks
customer service quality engineers, on-site quality control inspections of process parameters
and tracking of quality data. During the Track Record Period and up to the Latest Practicable
Date, there were not any material quality issues identified by us or any material product quality
complaints raised by our customers in relation to the third-party contract manufacturers.
SALES AND MARKETING
We primarily conduct direct sales to our customers, which we believe is critical to predict
and address customers’ needs. We are passionate about delivering the best experience possible
to our customers. During the Track Record Period, we derived substantially all our revenue
from direct sales to customers.
As of December 31, 2025, we had a sales and marketing team of 79 personnel. Our sales
and marketing team has profound industry knowledge and expertise and works closely with our
customers as well as our internal operations teams to promote our products and solutions, in
both China and overseas. This dedicated team is tasked with not only promoting our product
sales but also enhancing our brand visibility. We also collect feedback from customers to garner
insights that help drive our business and operations forward. We utilize offline and online
marketing channels such as our e-commerce channels, advertising campaigns and word of
mouth. We formulate targeted marketing strategies and organize marketing activities such as
exhibitions and social media platforms to meet our business promotion needs and enhance our
brand awareness.
Pricing
We price our products by considering a variety of factors, such as product positioning,
competitive landscape and procurement and production costs. Our pricing is guided by our
operational costs, with a price floor established to ensure sustainability. Depending on the
market acceptance of our products, we adopt different pricing strategies. As of December 31,
2025, the price range of our sensors, algorithm modules and robot lawn mowers was from
approximately RMB16.0 to approximately RMB800.0, from approximately RMB70.0 to
approximately RMB240.0 and from approximately RMB1,800.0 to approximately
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RMB15,000.0, respectively. New generation products incorporating innovative technologies
are typically priced at the higher end of the range when first launched. As new products come
to market, older generation products usually face more intense competition. While ensuring a
reasonable profit margin, we proactively reduce prices to enhance our price competitiveness
and capture market share by increasing entry barriers for small and medium-sized competitors.
In doing so, we take into account market acceptance, peer pricing and our cost structure to
maintain attractive value-for-money offerings. We closely monitor market trends and adjust our
prices based on the competitive landscape in the industry. Furthermore, we organize
promotional activities periodically to enhance market appeal and drive sales volume, ensuring
that our customers benefit from attractive and value-driven offerings.
Sales Channels
During the Track Record, we sold all visual perception products through offline channels.
During the same period, we sold our robot lawn mowers through (i) self-operated store on
third-party platform, such as Amazon; (ii) our own website, https://anthbot.com/ ; and (iii)
offline channels, including authorized stores and retail stores. The table below sets forth the
breakdown of our revenue of robot lawn mowers generated from each of the channels:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Third-party platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,103 47,721
Company’s website /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25 24,981
Offline /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 15,144 64,194
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/H111863 23,272 136,896
The customer bases of visual perception products and robot lawn mowers are different.
We primarily sell visual perception products to business customers, while our customers of
robot lawn mowers are primarily end-consumers. We will continue selling visual perception
products through direct offline sales to customers. We do not plan to significantly increase the
proportion of distribution channels. For robot lawn mowers, we plan to further expand offline
sales channels including engaging with more professional distributors and large retail stores.
The following table sets forth our revenue by sales channel for the years indicated.
2023 2024 2025
Amount % Amount % Amount %
(Renminbi in thousands, except for percentages)
Direct sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,911 99.4 465,133 99.5 86,239 91.8
Distributorship
– Visual perception
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,651 0.6 2,017 0.4 3,775 0.5
– Robot lawn mowers /H1118/H1118/H1118/H1118/H1118– – 195 –* 57,759 7.7
1,651 0.6 2,212 0.5 1,534 8.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 00.0
Note:
* Less than 0.1.
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During the Track Record Period, we do not allow our distributors to return any products
except for cases involving quality issues. This approach effectively prevents our distributors
holding on to products they do not want or cannot sell. As a result, our Directors are of the view
that there was no material channel stuffing risks arising from our sales through distributors.
The Joint Sponsors are of the view that such arrangement with distributors satisfactorily
reduces the risk of channel stuffing.
After-sales and Warranty
Our team, equipped with the necessary technical knowledge and experience, is committed
to delivering timely and effective assistance to our valued customers. Utilizing our professional
after-sales system, we offer high-quality after-sales services.
We typically offer a standard product warranty to customers of our products. We typically
offer a warranty of one year. During the warranty period, for any product quality issue which
is caused by our fault, we will repair or provide replacement free of charge under certain
conditions. As of December 31, 2023, 2024 and 2025, our provisions in relation to product
warranties amounted to RMB1.4 million, RMB1.9 million and RMB2.9 million, respectively.
Overseas Sales
During the Track Record Period, we primarily sold our products in mainland China, while
our sales in overseas market gradually increased. Our primary overseas markets are Europe and
the United States. In 2023, 2024 and 2025, we recorded revenue in Europe of RMB36,000,
RMB5.0 million and RMB86.1 million, respectively, and in United States of RMB0.4 million,
RMB3.0 million and RMB23.2 million, respectively.
Sales of goods from China may be subject to tariff in overseas market. Our sales to
Europe are not subject to tariff in Europe. Our sales to the United States are subject to import
tariff under U.S. Trade Act Section 301, IEEPA Fentanyl Tariff and reciprocal tariff. In 2023
and 2024, our sales in overseas market were limited, and foreign tariff policies did not have
material impact to our operation. In the first half of 2025, our sales in overseas market,
particularly Europe and United States, increased significantly. Nonetheless, our Directors are
of the view that foreign tariff policies did not and will not have material impact to our
operation. Our sales to the United States are subject to an aggregate of 17.5% tariff as of the
Latest Practicable Date. To the best of our knowledge, our overseas customers do not resell our
products to the U.S. As of the Latest Practicable Date, we did not experience any order
cancellations, pricing adjustments or delivery suspensions from customers. Taking into account
of the amount of revenue generated from overseas market, the latest progress in U.S. tariff and
our shipment arrangement, we believe impact from U.S. tariff was also limited on our operation
during the Track Record Period.
In addition, our robotics manufacturer customers may sell their products that have
integrated our visual perception products to overseas markets, and such products may also be
subject to existing or new tariffs, trade restrictions or related measures imposed by foreign
jurisdictions. To the best of our knowledge and based on the information available to us, during
the Track Record Period, certain of our robotics manufacturer customers experienced increases
in tariffs on their overseas sales of products integrated with our visual perception products,
which in turn compressed their gross profit margins. Taking into account our diversified
customer base and the broad range of products we supply, we believe that the impact of such
tariffs on our customers was also limited on our operations during the Track Record Period.
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There may be uncertainties as to tariff policies in the United States. See “Risk
Factors—Our operations are subject to PRC and overseas tax laws and regulations.” Therefore,
we closely monitor changes in tariff policies and are setting up measures in response to
potential tariff increase in the United States. For example, we may consider transferring more
production capacities of robot lawn mowers to Vietnam. We may also increase the selling price
of robot lawn mowers to mitigate cost impact from tariff policies in the United States.
According to CIC, this is a common measure to be adopted by sellers of consumer appliances,
including peers of the Company, in response to tariff policies.
INTELLECTUAL PROPERTY
Our patents, copyrights, trademarks, trade secrets and other intellectual property rights
are critical to our business operations. We have implemented a set of measures to protect our
intellectual property. We rely primarily on a combination of patents, copyrights, trademarks,
trade secret and anti-unfair competition laws and contractual rights, such as confidentiality
agreements entered into with our employees and customers, to protect our intellectual property
rights. We clearly state all rights and obligations regarding the ownership and protection of our
intellectual properties in employment agreements and commercial agreements.
As of the Latest Practicable Date, we had 305 major patents and 24 major software
copyrights in the PRC. In addition, as of the Latest Practicable Date, we had 43 major
trademarks and three material domain names in the PRC. We also had 237 major patents and
10 major trademarks under application in the PRC. In terms of overseas intellectual properties,
we had three major patents, 18 major trademarks and 20 applications under Patent Cooperation
Treaty (PCT) as of the Latest Practicable Date, and seven major patents and 25 major
trademarks under application as of the same date. For details of our material intellectual
properties, please refer to “Statutory and General Information—2. Further information about
our business—B. Intellectual Property Rights” set out in Appendix IV to this prospectus.
During the Track Record Period and as of the Latest Practicable Date, we were not subject
to any material disputes or claims for infringement upon third parties’ intellectual property
rights.
DATA SECURITY AND PERSONAL INFORMATION PROTECTION
We collect and store business data, management data and transaction data that are
generated during and in connection with our business operations, including data related to our
business activities and transactions with customers, suppliers and other relevant parties.
Additionally, we collect and process personal information of our employees, candidate
employee and contact persons of our business partners.
During our business operation, we currently collect different types of data under each
product line. For algorithm module, we collect telemetry data and operational logs from the
devices of enterprise customers’ end-users. For robot lawn mowers, we directly collect
end-user data, including registration information, telemetry data, device data and system logs.
We do not collect customer data when offering sensor products. In addition, we enter into
agreements with customers that may include personal information of customer contact persons
in our operation. We currently store all such agreements containing personal information of
customer contacts within our internal business information system.
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We may occasionally transfer a limited number of employees’ personal information
across borders when processing orders or purchase orders with international clients and
suppliers. To ensure compliance with the Personal Information Protection Law (PIPL) of
China, we have implemented appropriate measures to meet the key legal requirements for
cross-border data transfers, including but not limited to obtaining consent from personal
information subjects and conducting personal information protection impact assessments.
Additionally, as we handle a limited volume of personal data transferred from the European
Union to China, we are subject to the European Union’s General Data Protection Regulation
(GDPR). In this regard, we have adopted necessary and proportionate compliance measures,
including the execution of GDPR-compliant data cross border transfer agreements (i.e.,
Standard Contractual Clauses (SCCs)), conducting the cross-border data transfer impact
assessments (TIAs), informing EU personal information subjects through privacy policies and
obtaining their consent, and implementing the data encryption, strict access controls and other
security protection measures, to uphold our obligations under the GDPR.
Data security and personal information protection are among our highest priorities. With
the supervision of our data compliance management team, we have implemented strict internal
policies on protecting data security and personal information protection, such as the Data
Security Management Measures, Personal Information Protection System, and Information
Security and Protection Management Measures, to ensure data and information security,
optimize data governance, protect the benefits of our customers, business partners, employees
and other third parties and ensure compliance with all applicable laws and regulations. Before
collecting and processing personal information, we ensure that authorization and consent from
the relevant personal information subjects are obtained through privacy policies, personal
information processing consent forms, and other appropriate means. Additionally, measures,
such as data encryption, backup and access control, are implemented to ensure data storage and
usage security. For specific personal information processing scenarios stipulated in the PIPL,
we have conducted personal information protection impact assessments and retained the
corresponding assessment reports. We implement a robust internal authentication and
authorization system to ensure that our confidential and important business data and trade
secrets can only be accessed for authorized use and by authorized personnel. We also regularly
provide employees with cybersecurity and data compliance training to enhance their
information security awareness and have established a mechanism for responding to personal
information subject requests, enabling such subjects to exercise their rights conveniently and
efficiently. We have an information system that applies multiple layers of safeguards, including
both internal and external firewalls, to identify and protect us against security attacks. We
intend to continually invest heavily in data security protection.
To ensure compliant with the GDPR, we have appointed a data protection officer to
oversee data protection matters in accordance with GDPR. We have also formulated and
published an overseas data compliance management system in accordance with relevant GDPR
laws and regulations, thereby establishing our overseas data protection framework. With
respect to business activities in the European Union, before collecting or processing personal
data, we have informed and obtained the relevant personal information subjects’ authorization
and consent through privacy policies and other means. A series of technical security measures,
including but not limited to CloudWatch, AWS Shield, rate-limiting, access controls and data
encryption, have been deployed to ensure the security of data storage and usage during our
business operations in the European Union.
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During the Track Record Period and up to the Latest Practicable Date, we had not
received any claim from any third party against us on the ground of infringement of any third
party’s right to data and privacy protection as provided by any applicable laws and regulations
in the PRC or other jurisdictions. Considering (i) we have not received any complaint relating
to data privacy or security measures; (ii) we have implemented internal policies on protecting
data privacy and security to ensure compliance with all applicable laws and regulations; (iii)
there had been no material incident of data or personal information leakage during the Track
Record Period; (iv) there had been no investigation, legal proceeding or administrative penalty
relating to the violation of relevant network security, data security and personal information
protection laws or regulations, to our best knowledge, pending or threatened against us
initiated by competent government authorities or third parties during the Track Record Period;
and (v) we will continue to pay close attention to the regulatory developments in data security
and personal information protection fields, and comply with the latest regulatory requirements,
our PRC Legal Advisors are of the view that, during the Track Record Period, we had complied
with the applicable laws and regulations in material respects, including the requirements under
the PIPL and the GDPR.
OUR CUSTOMERS
We have a broad base of customers who procure our sensors, algorithms modules and
robot lawn mowers. During the Track Record Period, we did not have any substantial reliance
on any single customer. Our revenue generated from our largest customer in 2023, 2024 and
2025 amounted to RMB45.6 million, RMB71.4 million and RMB119.3 million, respectively,
and accounted for 16.5%, 15.3% and 16.0%, respectively, of our revenue during the same
period. Our revenue generated from our five largest customers in 2023, 2024 and 2025
accounted for 65.1%, 54.3% and 49.8%, respectively, of our revenue during the same period.
We have established and maintained stable and good relationships with our five largest
customers for each year during the Track Record Period, having a relationship of five years or
above with a majority of them.
We also have distributors who purchase sensors and robot lawn mowers. Less than 1.0%
of our revenue was from distributors in 2023 and 2024, and 8.2% of our revenue was from
distributors in 2025. Such increase was primarily because we procured overseas distributors to
sell our robot lawn mowers to rapidly promote our products in overseas market. During the
Track Record Period, we did not set any pre-sale targets for these distributors. All of these
distributors are independent third parties. We have a seller-buyer relationship with our
distributors and relevant revenue is recognized when products are transferred to the
distributors, generally upon acceptance of the products as agreed in the sales contracts. Our
distributors place orders with us based on market demand and then on-sell our products to their
customers. Therefore, we believe our products are at remote risk of channel stuffing in our
distribution network.
We generally require distributors to make full payment before we deliver our products to
them or grant them a credit period of 30 days after issuing invoice. We generally do not allow
returns of products sold to distributors, unless otherwise provided in the sales contract. During
the Track Record Period and up to the Latest Practicable Date, we did not experience any
material sales returns or product exchanges from our distributors.
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Below is the breakdown of our revenue derived from our five largest customers for each
year of the Track Record Period, and their respective background information:
For the year ended December 31, 2023:
Rank Customer
Types of
products
sold
Transaction
amounts
Percentage
contribution
to revenue
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Customer A Sensors and
algorithm
modules
45,604 16.5 An unlisted company
headquartered in
Dongguan that sells
smart cleaning and
smart household
appliances
2019 30 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
2 /H1118/H1118/H1118Customer B Sensors 44,488 16.1 An unlisted global high-
end consumer
electronics and
intelligent robotics
company
headquartered in
Suzhou
2022 60 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
3 /H1118/H1118/H1118Customer C Sensors and
algorithm
modules
37,882 13.7 An unlisted company
headquartered in
Shenzhen that sells
household service
robot
2018 90 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
4 /H1118/H1118/H1118Customer D Sensors and
algorithm
modules
33,596 12.1 An unlisted company
headquartered in
Shenzhen offering
smart home cleaning
product and solution
2020 30 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
5 /H1118/H1118/H1118Customer E Sensors 18,554 6.7 An unlisted robot ODM
company
headquartered in
Shenzhen
2022 30 days after
receipt of
invoice;
cheque
Sub-total 180,124 65.1
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For the year ended December 31, 2024:
Rank Customer
Types of
products
sold
Transaction
amounts
Percentage
contribution
to revenue
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Customer B Sensors 71,434 15.3 An unlisted global high-
end consumer
electronics and
intelligent robotics
company
headquartered in
Suzhou
2022 60 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
2 /H1118/H1118/H1118Customer F Sensors 66,256 14.2 An unlisted innovative
company
headquartered in
Shenzhen that sells
household robot
2021 90 days after
receipt of
invoice;
wire
transfer
3 /H1118/H1118/H1118Customer D Sensors and
algorithm
modules
57,275 12.3 An unlisted company
headquartered in
Shenzhen offering
smart home cleaning
product and solution
2020 30 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
4 /H1118/H1118/H1118Customer C Sensors and
algorithm
modules
30,311 6.5 An unlisted company
headquartered in
Shenzhen that sells
household service
robot
2018 90 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
5 /H1118/H1118/H1118Customer G Sensors and
algorithm
modules
28,265 6.0 An advanced provider of
consumer electronics
and new energy
storage product listed
on Shenzhen Stock
Exchange and
headquartered in
Dongguan
2023 30 days after
receipt of
invoice;
wire
transfer
Sub-total 253,541 54.3
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For the year ended December 31, 2025:
Rank Customer
Types of
products
sold
Transaction
amounts
Percentage
contribution
to revenue
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Customer C Sensors and
algorithm
modules
119,340 16.0 An unlisted company
headquartered in
Shenzhen that sells
household service
robot
2018 60 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
2 /H1118/H1118/H1118Customer B Sensors 84,498 11.3 An unlisted global high-
end consumer
electronics and
intelligent robotics
Company
headquartered in
Suzhou
2022 60 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
3 /H1118/H1118/H1118Customer D Sensors and
algorithm
modules
63,349 8.5 An unlisted company
headquartered in
Shenzhen offering
smart home cleaning
product and solution
2020 30 days after
receipt of
invoice;
wire
transfer/bank
acceptance
bill
4 /H1118/H1118/H1118Customer G Sensors and
algorithm
modules
59,797 8.0 An advanced provider of
consumer electronics
and new energy
storage product listed
on Shenzhen Stock
Exchange and
headquartered in
Dongguan
2023 30 days after
receipt of
invoice;
wire
transfer
5 /H1118/H1118/H1118Customer H Sensors 44,835 6.0 A wholly-owned
subsidiary of a group
listed on the Hong
Kong Stock Exchange,
focusing on the R&D
of communication
technology and
intelligent hardware
business and
headquartered in
Beijing
2024 90 days after
the end of
each
calendar
month; wire
transfer
Sub-total 371,819 49.80
During the Track Record Period, all of our other five largest customers for each year
during the Track Record Period were Independent Third Parties. None of our Directors, their
close associates or any of our shareholders (who, to the knowledge of the Directors, own more
than 5% of our issued share capital) had any interest in any of our five largest customers for
each year during the Track Record Period and as of the Latest Practicable Date.
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The summary of the salient terms of our standard agreements with our robotics
manufacturer customers who procured our sensors and algorithm modules during the Track
Record Period are set out below:
 Product Specifications. We engage with our customers to offer sales of sensors and
algorithm modules, which we will test for our customers’ specified product models.
Product specifications will be set forth under separate purchase order or purchase
agreement.
 Payment and credit terms. Our customers are generally required to pay within 30 to
90 days upon receipt of invoice.
 Warranty. We typically offer a standard product warranty to customers of our
products. See “—Sales and Marketing—After-Sales and Warranty.”
 Indemnification. We shall indemnify our customers for losses or damages if our
customers have incurred reasonable costs in reliance of our product delivery. If we
did not deliver product as agreed, we shall indemnify the relevant customers.
 Amendments. Amendments of the specification can only be made upon written
agreement between our customer and us.
 Termination. Customers generally are entitled to change or cancel orders placed
under the purchase order. Upon receiving a customer’s written notice to change or
cancel an order, we will provide a written response on whether we can accommodate
it and set out any additional fees or costs. Our production schedule is typically
arranged one week in advance. If an order is changed or canceled before it is
scheduled for production, the customer will generally be required to bear the costs
of any customized raw materials and components that we have prepared for such
order as well as any increased procurement costs or other necessary adjustments. If
an order is changed or canceled after it has been scheduled for production, the
customer will generally be required to bear the full production costs of the relevant
products. We will engage in good faith discussion with customers on an equitable
price adjustment or change in delivery or shipment conditions upon change or
cancelation of certain orders. The framework agreement typically does not provide
for specific provisions regarding its duration or renewal.
In the years ended December 31, 2023, 2024 and 2025, we recorded an aggregate
reduction in order amounts arising from changes to and cancellations of customer orders of
RMB4.4 million, RMB6.5 million and RMB7.8 million, respectively, accounting for 1.6%,
1.4% and 1.0% of our revenue in the same years, respectively. Among these, changes to orders
resulted in decreases in order amounts of RMB1.1 million, RMB2.5 million and RMB1.6
million, respectively, while order cancellations resulted in decreases of RMB3.3 million,
RMB4.0 million and RMB6.2 million, respectively, during the same years. The increase in such
amounts were generally in line with our revenue growth and mainly resulted from adjustments
to customers’ sales forecasts or manufacturing plans. According to CIC, such order changes
and cancellations are not uncommon in the industry. Our Directors are of the view that such
amount did not have material impact on our business operation and financial condition.
Nothing has come to the attention of the Joint Sponsors that would reasonably cause them to
cast doubt on the Company’s view.
OUR SUPPLIERS
Our suppliers primarily consist of providers for raw materials and components including
optical components, structural components and electronic components. Our transaction
amounts with our largest supplier in 2023, 2024 and 2025 amounted to RMB16.2 million,
RMB44.8 million and RMB26.6 million, respectively, and accounted for 9.9%, 13.6% and
5.1%, respectively, of our total purchase during those periods. Our transaction amounts with
our five largest suppliers in 2023, 2024 and 2025 accounted for 35.3%, 42.5% and 22.8%,
respectively, of our total purchase. During the Track Record Period, we primarily settled our
payments to our suppliers by bank transfer. We have established and maintained stable and
good relationships with our five largest suppliers for each year during the Track Record Period,
having a relationship of five years or above with a majority of them.
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Below is the breakdown of our five largest suppliers for each year during the Track
Record Period, and their respective background information:
For the year ended December 31, 2023:
Rank Supplier
Types of
products
purchased/
services
provided
Transaction
amounts
Percentage
contribution
to total
purchase
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Supplier A Processing
service
16,248 9.9 A company listed on
Shenzhen Stock
Exchange and
headquartered in
Shenzhen providing
electronic modules,
optical components,
electronic components
and processing
services
2020 60 days after
receipt of
invoice;
wire
transfer/bill
payable
2 /H1118/H1118/H1118Supplier B Lens and laser
tube module
15,017 9.1 An unlisted company
headquartered in
Shenzhen providing
optical components
and digital electronic
products
2020 60 days after
receipt of
invoice;
wire
transfer/bill
payable
3 /H1118/H1118/H1118Supplier C Sensor
integrated
circuit
10,056 6.1 An unlisted company
headquartered in
Shenzhen providing
electronic components,
opto-electronic
products and
integrated circuits
2019 60 days after
receipt of
invoice;
wire
transfer
4 /H1118/H1118/H1118Supplier D PCB board 9,476 5.8 An unlisted company
headquartered in
Shenzhen providing
electronic products
and circuit boards
2021 60 days after
receipt of
invoice;
wire
transfer/bill
payable
5 /H1118/H1118/H1118Supplier E Resistors and
capacitors,
processor
and other
integrated
circuit
7,329 4.5 An unlisted company
headquartered in
Xiamen providing
mechanical equipment,
electronic products
and offering software
development and
integrated circuit
design
2019 60 days after
receipt of
invoice;
wire
transfer/bill
payable
Sub-total 58,126 35.3
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For the year ended December 31, 2024:
Rank Supplier
Types of
products
purchased/
services
provided
Transaction
amounts
Percentage
contribution
to total
purchase
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Supplier B Lens and laser
tube module
44,792 13.6 An unlisted company
headquartered in
Shenzhen providing
optical components
and digital electronic
products
2020 60 days after
receipt of
invoice;
wire
transfer/bill
payable
2 /H1118/H1118/H1118Supplier A Processing
service
44,479 13.5 A company listed on
Shenzhen Stock
Exchange and
headquartered in
Shenzhen providing
electronic modules,
optical components,
electronic components
and processing
services
2020 60 days after
receipt of
invoice;
wire
transfer/bill
payable
3 /H1118/H1118/H1118Supplier F Sensor
integrated
circuit
21,521 6.5 An unlisted company
headquartered in
Shanghai providing
electronic products,
electronic components
and assemblies
2021 60 days after
receipt of
invoice;
wire
transfer/bill
payable
4 /H1118/H1118/H1118Supplier E Resistors and
capacitors,
processor
and other
integrated
circuit
17,193 5.2 An unlisted company
headquartered in
Xiamen providing
mechanical equipment,
electronic products
and offering software
development and
integrated circuit
design
2019 60 days after
receipt of
invoice;
wire
transfer/bill
payable
5 /H1118/H1118/H1118Supplier D PCB board 12,245 3.7 An unlisted company
headquartered in
Shenzhen providing
electronic products
and circuit boards
2021 60 days after
receipt of
invoice;
wire
transfer/bill
payable
Sub-total 140,230 42.5
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For the year ended December 31, 2025:
Rank Supplier
Types of
products
purchased/
services
provided
Transaction
amounts
Percentage
contribution
to total
purchase
Background and
principal business
activities
Y ear of
commencement
of relationship
with the
Group
Credit
term and
payment
method
(RMB’000) (%)
1 /H1118/H1118/H1118Supplier E Resistors and
capacitors,
processor
and other
integrated
circuit
26,577 5.1 An unlisted company
headquartered in
Xiamen providing
mechanical equipment,
electronic products
and offering software
development and
integrated circuit
design
2019 60 days after
receipt of
invoice;
wire
transfer/
bill payable
2 /H1118/H1118/H1118Supplier G Processor 26,219 5.0 An unlisted company
headquartered in
Shenzhen providing
electronic products,
electronic components
and assemblies
2022 30 days after
receipt of
invoice;
wire
transfer
3 /H1118/H1118/H1118Supplier H Sensor
integrated
circuit
25,147 4.8 A subsidiary of a HKEX
listed company
headquartered in
Shenzhen providing
semiconductor
devices, integrated
circuits, electronic
components, electronic
components and
connectors
2024 30 days after
receipt of
invoice;
wire
transfer/bill
payable
4 /H1118/H1118/H1118Supplier B Lens and laser
tube module
22,430 4.3 An unlisted company
headquartered in
Shenzhen providing
optical components
and digital electronic
products
2020 60 days after
receipt of
invoice;
wire
transfer/
bill payable
5 /H1118/H1118/H1118Supplier I Electric motor 18,240 3.5 An unlisted company
headquartered in
Shenzhen providing
precision motors,
precision electric
actuators, motor
products,
electromechanical
equipment and
electronic products
2023 60 days after
receipt of
invoice;
wire
transfer/bill
payable
Sub-total 118,613 22.8
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During the Track Record Period, all of our other five largest suppliers for each year
during the Track Record Period were Independent Third Parties. None of our Directors, their
close associates or any of our shareholders (who, to the knowledge of the Directors own more
than 5% of our issued share capital) had any interest in any of our five largest suppliers for each
year during the Track Record Period and as of the Latest Practicable Date.
The summary of the salient terms of our agreements with our major suppliers during the
Track Record Period are set forth below:
 Product specifications. We specify the product name, manufacturer or brand,
specification, price, quantity, delivery timeline and other detailed items in each
purchase order we send to our suppliers.
 Payment and delivery. We are responsible for timely payment to suppliers, who are
responsible for delivery of products to our designated location specified in each
purchase order. We generally pay our suppliers within three months upon receipt of
invoice.
 Quality control . We inspect the products upon receipt to determine any deviations
from our requirements with respect to quality and quantity and notify suppliers in
writing of any such deviations. We have the right to reject and return any products
that do not meet our requirements.
 Transfer of risk. The risk transfers to us after we complete inspection and confirm
receipt of the products.
 Subcontracting. Subcontracting is not allowed without our consent.
 Confidentiality . All confidential information provided by either party shall be used
solely for the purposes of cooperation pursuant to the agreements and shall not be
disclosed to any third party without prior written consent.
 Product recalls and return . We have the right to return or replace products for a
variety of reasons, including non-conformity with product specifications or quantity
with the order placed.
 Termination . The agreements will be terminated by mutual agreement, or by other
means as set forth in the agreements.
OVERLAPPING CUSTOMERS AND SUPPLIERS
During the Track Record Period, certain of our major customers were also our suppliers.
These overlapping customers and suppliers purchase our visual perception products and, at the
same time, may provide processing services in relation to complete robot to us.
For the years ended December 31, 2023, 2024 and 2025, we had one, one and one of our
five largest customers that were also our suppliers, respectively. In the same years, our
aggregated sales to these major customers was RMB45.6 million, RMB28.3 million and
RMB59.8 million, respectively, and our aggregated purchase amount from these major
customers was RMB385,514, RMB1.2 million and RMB10.6 million, respectively.
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Customer A, one of our five largest customers in 2023, was also our supplier in 2023.
Customer A is an original design manufacturer company, specializing in the R&D and
production of smart cleaning and smart household appliances. During the Track Record Period,
Customer A purchased sensors and algorithm modules from us for integration into its own
products, and also served as our third-party contract manufacturer for the assembly of certain
complete robot products and the production of moulds. In 2023, 2024 and 2025, our sales to
Customer A amounted to RMB45.6 million, RMB2.3 million and nil, accounting for 16.5%,
0.5% and nil of our revenue during the same periods, respectively. Our gross profit generated
from sales to Customer A in 2023, 2024 and 2025 was RMB18.7 million, RMB1.0 million and
nil, respectively, representing gross profit margins of 41.1%, 45.3% and nil, respectively.
According to CIC, for sales of components to original brand manufacturer (OBM) customers,
OBMs typically have greater pricing power while the pricing flexibility of suppliers is limited,
resulting in relatively lower gross profit margins for suppliers. By contrast, for original
equipment manufacturer (OEM) and original design manufacturer (ODM) customers, suppliers
are generally able to obtain greater pricing power and achieve higher gross profit margins.
During the Track Record Period, the customers of our visual perception products comprised
OBM, OEM and ODM customers, and as a result, our overall gross profit margin f our visual
perception products was lower than the gross profit margin that we generated from certain
OEM or ODM customers. Customer A was one of our ODM customers, we have relatively
strong bargaining power in our transactions with Customer A, and consequently our gross
profit margin from sales to Customer A was relatively high.
Customer G, one of our five largest customers in 2024 and 2025, was also our suppliers
in 2024 and 2025. Customer G is an original equipment manufacturer company specializing in
consumer electronics and new energy storage products. Customer G also commenced original
design manufacturing service since 2023. During the Track Record Period, Customer G
purchased sensors and algorithm modules from us for integration into its own products, and
also served as our third-party contract manufacturer for the assembly of our robot lawn mower
products. In 2023, 2024 and 2025, our sales to Customer G amounted to RMB167,876,
RMB28.3 million and RMB59.8 million, accounting for 0.06%, 6.1% and 8.0% of our revenue
during the same periods, respectively. Our gross profit generated from sales to Customer G in
2023, 2024 and 2025 was RMB141,429, RMB11.5 million and RMB23.0 million, respectively,
representing gross profit margins of 84.3%, 40.6% and 38.4%, respectively. For OEM
customers, we generally have relatively strong bargaining power in our pricing arrangements.
And therefore the gross profit margin from sales to such customers, including Customer G, was
relatively higher than our overall gross profit margin during the Track Record Period. In
particular, the gross profit margin of 84.3% from sales to Customer G in 2023 was primarily
attributable to Customer G’s commencement of its robot vacuum business in 2023, during
which it purchased from us a testing system comprising both hardware and software. The
transaction amount was relatively small in absolute terms and was non-recurring in nature.
Our Directors confirm that all our sales to and purchases from the overlapping customers
and suppliers were conducted at arm’s length in the ordinary course of business, and under
normal commercial terms. All these companies are Independent Third Parties. Our Directors
also confirm that prices of the transactions with overlapping customers and suppliers are
comparable to similar transactions conducted with other comparable customers and suppliers.
SEASONALITY
The sales performance of our products is generally subject to seasonal fluctuations. For
our sensors business line, we typically record higher revenue in the months before the sales
seasons (such as the Black Friday, Christmas and New Y ear), as our robotics manufacturer
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customers increase their production volume in preparation for such sales seasons. For our robot
lawn mowers business line, we typically record higher revenue in the summer, as the need for
lawn mowing is most substantial in the summer.
COMPETITION
The market competition of visual perception technology industry and robot lawn mower
industry is intense. We face competition in every major aspect of our business. We compete
mainly on product functionality and scope, performance, service scalability and reliability,
technical strengths, marketing and sales capabilities, user experience, pricing, brand awareness
and reputation. In addition, emerging and enhanced technologies are likely to further intensify
competition of our industry. For details, please refer to “Industry Overview—Analysis of
Global Intelligent Robot Visual Perception Technology Market—Competitive Landscape.”
For our visual perception products, we will continue to upgrade and iterate existing
product portfolio to enhance cost advantages by leveraging technology, accumulated
experience and economies of scale. At the same time, we are constantly developing and
launching differentiated new products, further strengthening our product competitiveness.
Through these efforts, we plan to strengthen our existing position and market share in
household robotics market and, at the same time, accelerate our expansion into commercial and
industrial robotics markets.
For our robot lawn mowers, we will continue to iterate and optimize products and
technical solutions relying on our expertise and experience in visual perception. Our goal is to
deliver fully intelligent, ready-to-use products that provide an enhanced user experience. We
will also continuously expand and refine product features to meet a broader range of essential
consumer needs, thereby increasing product competitiveness across the board. We are also
expanding both online and offline sales channels and gradually building local sales and
operations teams. We will increase investments in brand development to support rapid growth
in sales volume and market share.
EMPLOYEES
As of December 31, 2025, we had 778 full-time employees. The following table sets forth
the number of our employees by function as of December 31, 2025:
As of December 31, 2025
Number %
Function
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888 11.3
Research and development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118271 34.8
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/H1118/H1118/H1118/H1118/H111879 10.2
Production and manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340 43.7
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/H1118778 100.0
We believe that our success depends on our ability to attract, retain and motivate qualified
talents. We primarily recruit our employees through recruitment agencies, campus job fairs,
internal referral programs and online channels, including our company website and social
networking platforms. As part of our recruiting and retention strategy, we have established
training programs that cover topics such as corporate culture, employees’ rights and
responsibilities, team building, compliance and job performance.
We enter into standard employment, confidentiality and non-compete agreements with
our employees. We participate in housing provident funds and various employee social security
plans that are organized by applicable local governments, including housing, pension, medical,
work-related injury and unemployment benefit plans.
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We offer competitive salaries, performance-based promotion, RSU, bonuses and other
incentives. We believe that we maintain a good working relationship with our employees, and
we have not experienced any labor strikes, material labor disputes or any difficulty in
recruiting staff for our operations during the Track Record Period and up to the Latest
Practicable Date.
During the Track Record Period, we were involved in labor arbitration cases with our
former employees arising from the termination of their employment, and the aggregate amount
of compensation paid was less than RMB1.0 million. As of the Latest Practicable Date, all of
the relevant arbitration proceedings had been settled. Our Directors are of the view that these
cases and the related compensation were not material and have not had, and are not expected
to have, any material adverse impact on our business operations or financial condition. Having
considered the results of the said arbitrations above, the Joint Sponsors are of the view that
they would not have any material adverse impact on the Company’s business operations or
financial conditions.
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. In 2023, 2024 and 2025, such shortfalls
amounted to RMB16.6 million, RMB14.8 million and RMB20.2 million, respectively,
accounting for approximately 16.6%, 14.6% and 14.4% of our total wages payable for the same
periods, respectively. As advised by our PRC Legal Advisors, the relevant authorities could
order an employer who fails to make social insurance contributions 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—Failure to make adequate contributions to social insurance
contributions and housing provident fund as required by PRC regulations may subject us to
penalties.”
As of the Latest Practicable Date, we had not received any administrative action, fine or
penalty from the relevant authorities. Based on the confirmation during our interviews with the
relevant competent authorities, they confirm that they would not normally take initiatives to
investigate and penalize enterprises for any shortfall agreed between the enterprises and their
employees. In view of the above, our PRC Legal Advisors are of the view that the risk of the
competent authorities imposing penalties on us 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
BUSINESS
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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 consultant is of the view that our enhanced internal control measures are
adequate and effective upon continuous 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 and newly recruited staff will be completed by the
end of the year ending December 31, 2026, and we expect to continue the rectification for our
other existing staff on a best-effort basis.
PROPERTIES
Our headquarters is located in Shenzhen, Guangdong Province. We do not own any
properties as of the Latest Practicable Date. As of the Latest Practicable Date, we leased 20
properties in the PRC with an aggregate gross floor area of approximately 34,308 square
meters. Our leased properties are primarily used as factories, offices for sales and marketing
and general administration and employee dormitories.
Non-registration of Lease Agreement
Under the relevant PRC laws and regulations, parties to a lease agreement are obligated
to register and file an executed lease agreement with the relevant local housing administrative
authorities. As of the Latest Practicable Date, we did not register and file lease agreements with
the relevant local housing administrative authorities with respect to 20 of our leased premises
that are primarily used as factories and offices. We did not make such registration and filing
because the relevant lessor failed to provide necessary documents and perform necessary
procedures for lease registration, which are beyond our control. As advised by our PRC Legal
Advisors, failing to complete the registration of lease agreements within the stipulated period
may result in fines ranging from RMB1,000 to RMB10,000 for each unregistered lease, with
a potential maximum penalty of RMB200,000.
As of the Latest Practicable Date, we had not been required by the relevant local housing
administrative authorities to complete these registrations, nor had we been penalized or fined
by the authorities. We undertake to cooperate fully to facilitate the registration of lease
agreements once we are notified of any requirements by the relevant local housing
administrative authorities. In view of the above, our PRC Legal Advisors are of the view that
the risk of the competent authorities imposing penalties on us with respect to non-registration
of lease agreement is remote. In addition, given that the maximum penalty amount is limited,
and the relevant local housing administrative authorities may grant a grace period before
imposing such penalty, our Directors believe that these incidents would not have any material
adverse effect on our business, financial position or results of operations. Based on the above,
we are of the view that no provision is required for payments with respect to non-registration
of lease agreement. See “Risk Factors—Failure to comply with PRC property-related laws and
regulations regarding certain of our leased properties and failure to renew our leased properties
may adversely affect our business.”
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To ensure our compliance with relevant laws and regulations in respect of registration of
lease agreement, we have taken the following internal control measures. Our internal
consultant is of the view that our enhanced internal control measures are adequate and effective
upon continuous implementation.
 When leasing factory or properties through a property management company, we
must review the following documents before signing the contract: (i) property
ownership documents to ensure that the owner information on the property
ownership certificate or real estate certificate is consistent with the lease
relationship; (ii) if applicable, authorization documents if such property is
subleased. Such authorization must be a written consent issued, stamped and signed
by the property owner, clearly stating the scope, authority and term of the sublease,
ensuring that it covers the proposed lease period and the property; and (iii) the lease
registration certificate, which is the original “Property Lease Contract Registration
Certificate” issued by the property management company and the owner, must be
verified to match the address and information of the actual leased property.
 All lease agreements that have a significant impact on our operations, such as
long-term leases, large-rent agreements and leases of core business premises, must
be filed with the relevant authorities. After the lease agreement is signed, we should
promptly designate a team to follow up on the completion of such filing.
INSURANCE
Our employee-related insurance consists of pension insurance, unemployment insurance,
work-related injury insurance and medical insurance, as required by PRC laws and regulations.
In line with general market practice, we do not maintain any business interruption insurance
or product liability insurance, which are not mandatory under PRC laws. During the Track
Record Period, we did not make any material insurance claim in relation to our business.
We believe our insurance policy complies with the relevant rules and regulations in the
PRC. For details, please refer to “Risks Factors—Risks Relating to Our Business and
Industry—Our insurance coverage may not be sufficient to cover all losses or potential claims
by our customers which would affect our business, results of operations, financial condition
and prospects.” in this prospectus.
LICENSES, APPROV ALS AND PERMITS
During the Track Record Period and up to the Latest Practicable Date, we had obtained
all requisite licenses, approvals and permits from relevant regulatory authorities that are
material to our operations in China.
LEGAL PROCEEDINGS AND NON-COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any actual or pending legal, arbitration or administrative proceedings (including
any administrative penalties, bankruptcy or receivership proceedings), which we believe would
have a material adverse effect on our business, results of operations or financial condition. As
of the Latest Practicable Date, we were not aware of any pending or threatened legal, arbitral
or administrative proceedings against us or any of our Directors, which we believe would have
a material adverse effect on our business, results of operations or financial condition.
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During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material non-compliance incidents that we believe would have a material
adverse effect on our business, results of operations or financial condition. We had certain
non-compliance incidents during the Track Record Period. See “—Employees” and
“—Properties.”
During the Track Record Period and as of the Latest Practicable Date, we have not
experienced any major errors, defects, security vulnerability or service interruption in our
services and solutions, nor have we been subject to any material claims brought against us by
any of our customers.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
We are committed to contributing to environmental, social and governance (ESG) and
actively promoting the sustainable development of a green economy and a green society. Our
ESG contributions mainly come from manufacturing, social responsibility, talent cultivation,
standardized governance and green office. We believe our continued growth rests on
integrating social values into our business. We endeavor to utilize our technology and solutions
to offer public welfare resources to everyone. Since the inception of our operations, we have
established various environmental, social and governance initiatives to improve our corporate
governance and benefit society.
Our Board’s Commitment
Our Board is responsible for evaluating and managing material ESG issues. Our
management is responsible for developing our ESG strategy, policy and reporting, including
assessing and managing environmental and climate-related risks, with oversight provided by
the Board. Our senior management is specifically in charge of (i) designating a representative
who will be in charge of determining the responsibilities and authority of each department head
with regard to ESG matters; (ii) approving our environmental objectives and employee training
plans; (iii) making sure there are enough resources available to establish, implement, and
maintain the environmental management system; (iv) assessing and mitigating our ESG risks
on a regular basis; and (v) taking action in response to potential ESG accidents.
Compliance with Regulations
We are subject to evolving and increasingly stringent environmental, occupational, health
and safety laws and regulations. During the Track Record Period and up to the Latest
Practicable Date, we had not been involved in any significant accident or claim for personal
or property damage made by our employees, or, as advised by our PRC Legal Advisors, subject
to any material fines or other penalties due to non-compliance in relation to environmental,
health or occupational safety laws and regulations, which had materially and adversely affected
our financial condition or business operations.
Environmental responsibility
We are committed to reducing our environmental impact. In addition to adhering to local
legal requirements, we are dedicated to continuously improving our environmental and energy
management systems, which are certified under the international standard ISO 14001. Our
efforts are focused on balancing sustainable development with business growth, reducing
resource consumption, minimizing waste production, and adhering to the ISO 14001 standard,
as well as all pertinent environmental laws and regulations in the regions where we operate.
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The following table sets forth our electricity and water consumption of our manufacturing
facility during the Track Record Period:
For the year ended December 31,
2023 2024 2025
Electricity consumption (kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,356,268 2,665,722 3,521,153
Water consumption (m 3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,717 11,854 12,187
Electricity and water consumption in our manufacturing facility increased during the
Track Record Period due to our rapid business expansion. During the Track Record Period, our
electricity consumption increased significantly because we expanded our factory space to
satisfy the growing sales volume of visual perception products, which had led to significant
increases in electricity consumption.
Our water consumption generally increased, which was primarily due to our business
growth and the increase in our employees. In 2025, we implemented water-saving initiatives,
which helped us maintain a stable level of water consumption despite the rapid increase in our
business expansion.
We intend to continually reduce the level of our energy consumption. We will implement
the following measures: (i) promoting the application of new technologies, processes and
equipment for saving energy, and taking energy efficiency indicators into consideration in the
procurement process; (ii) enhancing the education and training relating to energy emission
reduction for all employees; and (iii) prioritize hardware and software suppliers who have
obtained recognized environmental certifications to demonstrate a strong commitment to
sustainable practices. This collaborative approach fosters a collective effort towards
sustainability.
Waste discharge
During the Track Record Period, the hazardous waste we produced mainly came from
production leftovers, including used filters, organic solvent detergents and empty chemical
containers. Although we have experienced fast expansion of our business operations, we were
able to relatively control the volume of hazardous waste. We have taken steps to enhance our
production efficiency and reduce hazardous waste generation. These steps include refining our
manufacturing processes and implementing environmental criteria in our supplier selection
process. For example, we prioritize suppliers who meet our environmental standards and those
of our customers, and we prefer suppliers who have not been involved in environmental
incidents.
The amount of hazardous waste we discharged during the Track Record Period had
continued to increase due to our rapid business expansion. In 2023, 2024 and 2025, we had
production leftover hazardous waste of 0.2575 ton, 0.4708 ton and 0.6938 ton, respectively.
We recognize that climate changes present both risks and opportunities for our business
and operation. In response, we have implemented, and plan to further develop, measures to
proactively address these challenges, aiming to enhance resilience and capture potential
opportunities arising from the climate changes. We continually seek opportunities and
implement strategies to minimize our waste production. These strategies include: (i) employing
lean manufacturing principles to reduce production waste and enhance material efficiency; (ii)
conducting training and awareness programs to cultivate a culture of waste reduction and
environmental stewardship among our employees; and (iii) implementing material
classification programs aimed at recycling waste and excess materials.
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Social Responsibility
Occupational Health and Safety
We emphasize the importance of the occupational health and safety of our employees. We
are subject to various safety laws and regulations in the jurisdiction in which we operate.
Further details on these regulations are provided in the “Regulatory Overview—Laws and
Regulations on Production Safety.”
To ensure the health and safety of our employees, we have implemented a series of
measures, including adopting an environment, health and safety system, for which we have
obtained necessary certifications. We conduct regular training sessions focused on health,
safety and accident prevention, and provide the required protective equipment to our
employees. Our employees are mandated to use and maintain this equipment in accordance
with our internal guidelines.
Throughout the Track Record Period and as of the Latest Practicable Date, we have
complied to all applicable health and work safety laws and regulations in all material respects,
secured all necessary permits and approvals for our operational production bases, and have
experienced no safety-related incidents that could materially impact our operations.
Business Ethics
We require all our employees to adhere strictly to the business ethics. Specifically, we
have implemented a set of policies to ensure our operations comply with applicable
anti-bribery and anti-corruption regulations in jurisdictions where we operate. The policies
explain potential bribery and corruption conduct and our anti-bribery and anti-corruption
measures. Improper payments prohibited by the policy include bribes, kickbacks, excessive
gifts or facilitation payment, or any other payment made or offered to obtain an undue business
advantage. Our legal department is responsible for investigating the reported incidents and
taking appropriate measures as necessary. We also have regular trainings for employees
regarding anti-bribery and anti-corruption policies to facilitate better implementation. During
the Track Record Period, we did not receive reporting of material bribery, corruption and other
serious violations of business ethics.
Board and Management Diversity
We have adopted a board diversity policy which sets out the approach to achieve diversity
of the Board. We recognize and embrace the benefits of having a diverse Board and sees
increasing diversity at our Board level, including gender diversity, as an essential element in
maintaining our Company’s competitive advantage and enhancing our ability to attract, retain
and motivate employees from the widest possible pool of available talent. With respect to
gender diversity, Dr. Y an Hongyu, having extensive experience in finance management and
internal control, contribute to gender diversity of our Board and our senior management. We
will continue to enhance our Board’s gender diversity upon Listing. For example, we will
actively identify female individuals suitably qualified to become our Board members. To
further ensure gender diversity in a long run, our Nomination Committee will periodically
review our board diversity policy and its implementation to ensure its implementation and
monitor its continued effectiveness, and the same will be disclosed in our corporate governance
report, including any measurable objectives set for implementing the board diversity policy and
the progress on achieving these objectives on an annual basis. When we hire additional
personnel in line with our business expansion, we will also take into consideration factors such
as gender diversity and gender balance among our workforces.
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Management of ESG-related Risks
Overseen by the Board, our senior management team is responsible for the identification,
assessment and management of ESG-related risks.
 Identification . We identify ESG-related risks pursuant to the relevant guidance
issued by the Hong Kong Stock Exchange and in light of industry trends and
circumstances. We identify and record ESG issues that are closely relevant to our
operations.
 Assessment . We refer to the standards issued by the Sustainability Accounting
Standards Board and industry benchmarks and assess ESG issues. We invite
stakeholders, including directors, senior management, employees, suppliers and
partners, to participate in surveys and discussions on these issues. We then analyze
the results of these surveys and prioritize potential material issues. Our Board,
together with our management team, discuss such results and take necessary actions.
 Confirmation . We have confirmed the following key aspects that are material to our
sustainable development after the Board and our management team review and
finalize the ESG issues:
o Environmental responsibility: energy savings and emission reduction,
pollution control and response to climate change.
o Social responsibility: occupational health and work safety, supplier
management, customer management and product safety and quality.
With respect to these key ESG issues, we have established a framework to identify and
assess ESG-related risks and measures to mitigate such risks.
 Energy savings and emission reduction . We have implemented intelligent power off
strategies by installing automated switches and systems to turn off lights and
air-conditioning during lunch time and after work to conserve electricity. We also
promote environmental awareness among employees by displaying water-saving
signage in washrooms, pantries and dormitories and use sensor-activated taps in
offices. Pipes and taps are regularly inspected, and any leaks are repaired promptly
to reduce water consumption. Additionally, we optimize computer and printer
settings for duplex and draft mode printing. Printers require account login before
printing, and erroneous or unnecessary print jobs can be deleted at the desktop,
further reducing paper usage.
 Occupational health and work safety . We strictly comply with the PRC Work Safety
Law and other relevant laws and regulations in our place of operation. We have
established a series of policies on production safety and health protection, such as
the fire safety management policy, the emergency fire response plan and the
employee health management policy. We are also attentive to employees’ physical
and mental wellbeing, for example, by fostering a harmonious and welcoming work
environment. We regularly conduct satisfaction surveys on administrative services
(covering daily services, company benefits and office equipment, among other). Our
human resources department collects and analyzes feedback, compiles adjustment
proposals, and senior management and department leaders subsequently review
survey results and suggestions. Additionally, we provide accident insurance for
certain employees to mitigate possible economic losses further to statutory work
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injury and maternity insurance. We also offer annual medical check-up benefits as
a preventive health measure. We have obtained ISO 45001:2018 Occupational
Health and Safety Management System certification.
 Supplier management . We are committed to establishing clear supplier management
procedures and implementing robust supplier risk control processes to guide supply
chain management. Our procurement, R&D and quality control departments lead the
supplier onboarding process. To manage ESG risks within the supply chain, we
require suppliers to comply with our ESG standards. For example, our supplier
contracts specify obligations to comply with relevant laws and regulations regarding
safety, reliability, hazardous substances, environmental protection and energy
conservation and social responsibility. Based on business needs, we usually require
suppliers to provide environmentally friendly products, encouraging them to
minimize raw material use in both production and design processes.
Supplier assessments are based on the following criteria: quality management
system documents, procurement and supplier management, engineering
management, warehouse management, quality management and product
management. Only suppliers that meet these criteria are considered for onboarding
or selection. To build a more sustainable and resilient supply chain, we actively
promote a localization strategy to reduce logistics distances and resulting
greenhouse gas emissions. As of the Latest Practicable Date, approximately 80.0%
of our suppliers are located in the Pearl River Delta.
 Customer management . We guide and enable customers to carry out responsible
environmental practices through product design, education and recycling initiatives.
In terms of product design, we follow eco-design principles, such as developing
products that are more energy-efficient, durable, repairable and recyclable. For
example, our LiDAR products follow a miniaturized, low-power design, enabling
energy savings.
We also use recyclable, degradable or minimal packaging to ease the burden of
packaging waste disposal for customers. We are dedicated to establishing circular
recycling systems, implementing recycling programs for all packaging materials,
including product cartons, pallets and pearl cotton. For example, during 2024 and
the first half of 2025, we recovered approximately 35,000 cartons from customers,
generating savings of about RMB850,000, and 170,000 pearl cotton pads were
recycled, saving an estimated RMB650,000. These efforts have effectively
conserved resources and improved resource reuse rates.
 Product safety and quality . We take active measures to ensure product quality and
safety by strictly managing every stage of production. We enforce quality control
procedures, including detailed incoming, in-process and finished product
inspections. Our commitment to high standards is reflected in our certifications,
which include but are not limited to ISO 9001:2015 and ISO 14001:2015
Environmental Management System certification. In product development, we
comply with relevant environmental regulations such as the European Union’s
ROHS, REACH SVHC & Annex XVII, and WEEE. Environmental impact,
particularly with respect to resource consumption, is addressed from the earliest
stages of product design and selection of raw materials.
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The following table sets forth our scope 1, scope 2 and scope 3 carbon dioxide emissions
during the Track Record Period:
For the Y ear Ended December 31,
2023 2024 2025
Scope 1 (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.4 18.0 19.3
Scope 2 (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,064.6 2,092.6 2,764.1
Scope 3 (ton) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118517 615 828
In 2023, 2024 and 2025, we incurred approximately RMB79,800, RMB75,109 and
RMB65,025 to ensure compliance with ESG matters, respectively. During the Track Record
Period and up to the Latest Practicable Date, we complied with relevant environmental and
occupational health and safety laws and regulations in all material aspects, and we did not
encounter any environmental or occupational health related incidents or complaints that would
have any material adverse impact on our business, financial condition, or results of operation.
RISK MANAGEMENT AND INTERNAL CONTROL
We are committed to developing and maintaining robust risk management and internal
control systems tailored to our business operations, with a continuous focus on enhancing their
effectiveness. We continually review the implementation of our risk management and internal
control policies and procedures to enhance their effectiveness and sufficiency.
Financial Reporting Risk Management
Our financial reporting risk management involves a set of accounting policies. We have
established procedures to effectively implement these policies, and our financial department
regularly reviews management accounts based on these procedures. Additionally, we provide
ongoing training to our finance department employees to ensure they are well-versed in and can
effectively apply our financial management and accounting policies in our daily operations.
Internal Control Risk Management
To ensure compliance with applicable regulations and internal standards, we have
instituted stringent internal procedures. Our compliance team collaborates closely with the
finance and business departments to: (a) perform risk assessments and advise risk management
strategies; (b) improve business process efficiency and monitor internal control effectiveness;
and (c) promote risk awareness throughout our Company. We maintain rigorous internal
procedures to secure all necessary licenses, permits, and approvals for our operations, with
regular reviews by our internal control team to monitor the status and effectiveness of these
authorizations. Our compliance team also coordinates with relevant departments to secure the
necessary governmental approvals or consents for filings with appropriate authorities.
Human Resources Risk Management
We conduct regular and specialized training tailored to the diverse needs of our
departments, ensuring that our staff’s skills are current and aligned with our customer service
objectives. We provide our employees with an employee handbook that outlines internal rules
and guidelines on best commercial practices, work ethics, fraud prevention, negligence and
corruption. Additionally, we have established a code of business conduct and ethics and an
anti-bribery and corruption policy. These guidelines outline the best commercial practices and
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work ethics, providing clear anti-bribery guidance and measures. We maintain an open internal
reporting channel for our staff to report any wrongdoing or misconduct, ensuring that all
reported incidents and individuals are investigated, with appropriate actions taken based on the
findings.
A W ARDS AND RECOGNITIONS
During the Track Record Period, we received awards and recognitions in respect of our
services, technology and innovation. The following table sets out the details of some of the
notable awards and recognitions which we have received:
Award/Recognition Award Y ear Awarding Institution/Authority
Specialized and Innovative
Key “Little Giant”
Enterprise (ᓃ“ʃ
̶ɛ”Άุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2025 Ministry of Industry and
Information Technology of PRC
(ʷ
௅)
The Greater Bay Area Top
Brand (೐) /H1118/H1118/H1118/H1118/H1118
2025 Shenzhen Famous Brand
Evaluation Committee (ٝ
ึ)
Leading Intellectual Property
Enterprise of Shenzhen ( ଉ
Άุ) /H1118/H1118/H1118/H1118
2025 Shenzhen Intellectual Property
Bureau (ᗆପᛆ҅)
Single Champion Enterprise in
Manufacturing of
Guangdong Province (؇
Άุ) /H1118/H1118/H1118/H1118
2024 Guangdong Provincial Department
of Industry and Information
Technology (ࢹڦ
ʷᝂ)
Perception Leading — Annual
Excellent Enterprise (ჯ
ঘ-ᎴӸΆุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 China Sensor and IoT Alliance ( ʕ
ᑌၣᑌຑ)
National Specialized and
Innovative “Little Giant”
Enterprise (ॴਖ਼ၚतอ
“ʃ̶ɛ”Άุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2022 Ministry of Industry and
Information Technology of PRC
(ʷ
௅)
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OVERVIEW
Our Board consists of seven Directors, including three executive Directors, one
non-executive Director and three independent non-executive Directors. Our Directors serve a
term of three years and may be re-elected for successive reappointments.
The following table sets forth certain information regarding our Directors:
Name Age Position(s) (2)
Date of joining
our Group
Date of
appointment
as a Director (1) Roles and responsibilities
Relationship with
other Directors and
senior management
Executive Directors
Mr. ZHOU Wei
(մਃ) /H1118/H1118/H1118/H1118/H1118
39 Co-founder,
executive Director
and chairman of
our Board
November 1,
2017
May 26,
2022
Overall strategic
planning, business
strategies and
capital management
of our Group; and
presiding over the
Board and
Shareholders
meetings
None
Mr. GUO Gaihua
(ெႊശ) /H1118/H1118/H1118/H1118
41 Co-founder,
executive Director
and general
manager
January 1,
2018
May 26,
2022
Overall strategic
planning, research
and development
management,
business direction
and day-to-day
decision-making of
our Group
None
Mr. ZHANG Jun
(ࠏ)H1118/H1118/H1118/H1118/H1118
49 Executive Director
and employee
director
January 11,
2021
May 26,
2022
Overall marketing
management of our
Group, including
strategic planning,
day-to-day
operations and
business
development
None
Non-executive Director
Dr. HUANG Xi
(රః) /H1118/H1118/H1118/H1118/H1118
42 Non-executive
Director
May 26,
2022
May 26,
2022
Providing professional
advice to our Board
None
Independent Non-executive Directors
Mr. CHENG Hao
(೻ख) /H1118/H1118/H1118/H1118/H1118
50 Independent
non-executive
Director
May 26,
2022
May 26,
2022
Providing professional
and independent
advice to our Board
None
Dr. Y AN Hongyu
(͗) /H1118/H1118/H1118/H1118
62 Independent
non-executive
Director
June 5, 2023 June 5, 2023 Providing professional
and independent
advice to our Board
None
Mr. HONG Kam
Le ( ੰᎀԢ) /H1118/H1118
46 Independent
non-executive
Director
May 16,
2025
May 16,
2025
Providing professional
and independent
advice to our Board
None
DIRECTORS AND SENIOR MANAGEMENT
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Our senior management is responsible for the day-to-day management of our business.
The following table provides information about the members of our senior management:
Name Age Position (2)
Date of joining
our Group
Date of
appointment
as senior
management (1) Roles and responsibilities
Relationship with
other Directors and
senior management
Mr. GUO Gaihua
(ெႊശ) /H1118/H1118/H1118/H1118
41 Co-founder,
executive Director
and general
manager
January 1,
2018
May 26,
2022
Overall strategic
planning, research
and development
management,
business direction
and day-to-day
decision-making of
our Group
None
Mr. XIE Bin
(ᑽⅳ) /H1118/H1118/H1118/H1118/H1118
34 Vice general
manager
January 1,
2018
May 16,
2025
Product portfolio
operation and
management of our
Group
None
Ms. TANG Y anli
(䝙ᘆ) /H1118/H1118/H1118/H1118
43 Chief financial
officer, Board
secretary and joint
company secretary
November 8,
2021
May 26,
2022
Overall financial
management of our
Group and Board
secretarial affairs
None
Notes:
(1) For the avoidance of doubt, the dates of the appointment as a Director or the senior management of our
Company refer to the appointment of the relevant positions in our Company at or after its Shareholders
meeting for the conversion into a joint stock company with limited liability in May 2022. For the details
of the conversion, see “History, Development and Corporate Structure—Major Shareholding Changes of
our Company—Conversion into a joint stock company with limited liability in June 2022.”
(2) The re-designation of each Director as an executive Director, a non-executive Director or an
independent non-executive Director was approved by the Shareholders on May 16, 2025, which shall
take effect on the Listing Date and such Directors still remain as the Directors during the period from
the date of such re-designation to the Listing Date.
DIRECTORS
Executive Directors
Mr. ZHOU Wei ( մਃ), aged 39, is the co-founder of our Company, an executive Director
and the chairman of our Board. He founded our Company in November 2017, and was
appointed as a Director and the chairman of the Board in May 2022 and re-designated as an
executive Director on May 16, 2025. He is primarily responsible for overall strategic planning,
business strategies and capital management of our Group and presiding over the Board and
Shareholders meetings. Mr. Zhou has held directorship in certain subsidiaries of our Company,
including Guangdong Ledong since July 2021, Shenzhen Lezhi since December 2024, Zhuhai
Ledong since December 2023, ANTHBOT SG since July 2023, ANTHBOT GER since
November 2024 and previously held directorship in Wuhan Merak Robotics Co., Ltd. (ဏ˂
ʮ̡) (which was voluntarily deregistered in July 2024) from May 2023 to July
2024. Mr. Zhou has also held directorship in Shenzhen Lanxi Territory Technology Co., Ltd.
(ʮ̡) since December 2015.
DIRECTORS AND SENIOR MANAGEMENT
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Prior to joining our Group, Mr. Zhou co-founded INMOTION Technologies Co., Ltd. ( ଉ
ʮ̡) (“INMOTION”) with Mr. Guo in December 2012 and served as its
director from December 2012 to August 2021. From June 2021 to January 2022, he served as
a director at Shenzhen Tengyun Ledong Robotics Co., Ltd. (ʮ̡),
which was voluntarily deregistered in January 2022.
Mr. Zhou obtained his bachelor’s degree in mechanical engineering and automation and
master’s degree in industrial engineering from Huazhong University of Science and
Technology (Ҧɽኪ) in the PRC in June 2008 and March 2011, respectively. He has
received several awards and honors, including the Y outh May Fourth Medal of Hubei Province
(ϋʞ̬ᆤ௝) in April 2009, being recognized as a High-Level Reserve Talent in
Shenzhen (௪ॴɛʑ) by Human Resources and Social Security Administration of
Shenzhen Municipality in November 2018, being awarded the title of Intelligent Robot Expert
(࢕by the Shenzhen Artificial Intelligence Industry Association in July 2022,
being bestowed with the title of Y oung Leader of Strategic Emerging Industries (อጳ
ϋჯங) in the Greater Bay Area in November 2022, being awarded the title of Emerging
Personality (يby the Shenzhen Robotics Association in December 2022, being
selected for the Shenzhen Science and Technology Expert Database (ࢫ࢕i n
August 2023, and being named one of the Top Ten Innovative Craftsmen ( ɤɽ௴อʈΘ)i n
Nanshan District, Shenzhen in October 2023.
Mr. GUO Gaihua ( ெႊശ), aged 41, is the co-founder of our Company, an executive
Director and the general manager of our Company. Mr. Guo joined the Group in January 2018.
He was appointed as a Director and the general manager in May 2022 and re-designated as an
executive Director on May 16, 2025. He is primarily responsible for overall strategic planning,
research and development management, business direction and day-to-day decision-making of
our Group. Mr. Guo has been the general manager of our subsidiary, Guangdong Ledong, since
July 2021 and has served as a director of our subsidiary, MENGOBOT, since February 2024.
Prior to joining our Group, Mr. Guo served as a director of Wuhan Ruobit Robotics Co.,
Ltd. (ʮ̡) from June 2008 to December 2016. He co-founded
INMOTION with Mr. Zhou in December 2012 and served as its director from December 2012
to December 2019.
Mr. Guo obtained his bachelor’s degree in electronic science and technology in June 2007
and his master’s degree in communication and information systems in June 2009 from
Huazhong University of Science and Technology (Ҧɽኪ) in the PRC. Mr. Guo served
as the Principal of Shenzhen Strategic Emerging Industries and Future Industries Technology
Research Project (பɛ) in December 2017
and was awarded the title of Local-Level Talent in Shenzhen (ɛʑ)b y
Human Resources and Social Security Administration of Shenzhen Municipality in September
2018.
Mr. ZHANG Jun (ࠏ)aged 49, is an executive Director and the employee director of
our Company. He was appointed as a Director in May 2022, elected as the employee director
on May 8, 2025 and re-designated as an executive Director on May 16, 2025. He is primarily
responsible for overall marketing management of our Group, including strategic planning,
day-to-day operations and business development.
Prior to joining our Group, Mr. Zhang worked at Huawei Technologies Co., Ltd. (Ҧ
ʮ̡) and Huawei Device (Shenzhen) Co., Ltd. (୞၌(ଉέ)ʮ̡, formerly
known as Huawei Device Co., Ltd. (ʮ̡)), from September 2001 to June 2009
and from August 2009 to August 2012, respectively. He was also the founder and chief
executive officer of Y unyin Technology (Shenzhen) Co., Ltd. ( ථΙҦஔ(ଉέ)ʮ̡) from
September 2013 to January 2019.
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Mr. Zhang obtained his bachelor’s degree in security engineering from Wuhan University
of Science and Technology (Ҧɽኪ) in the PRC in June 1998, and his master’s degree
in system engineering from Wuhan University of Technology (ဏଣʈɽኪ) in the PRC in
June 2001.
Non-executive Director
Dr. HUANG Xi ( රః), aged 42, is a non-executive Director. He was appointed as a
Director in May 2022 and re-designated as a non-executive Director on May 16, 2025. He is
primarily responsible for providing professional advice to our Board.
Dr. Huang has served as the managing director of Shanghai Huaye Tiancheng Enterprise
Consulting Services Co., Ltd (ʮ̡) since July 2018. From
July 2012 to December 2013, he was a research scientist at Nokia Shanghai Bell Co., Ltd. ( ɪ
ʮ̡, formerly known as Alcatel-Lucent Shanghai Bell Co., Ltd. ( ɪऎ
ʮ̡)). and subsequently worked at Huawei Technologies Co., Ltd. (ҦஔϞ
ʮ̡).
Dr. Huang obtained his bachelor’s degree in applied physics in June 2007, and his Ph.D.
degree in electronic science and technology in June 2012, from Huazhong University of
Science and Technology (Ҧɽኪ) in the PRC.
Independent Non-executive Directors
Mr. CHENG Hao ( ೻ख), aged 50, is an independent non-executive Director. He was
appointed as an independent Director in May 2022 and re-designated as an independent
non-executive Director on May 16, 2025. He is primarily responsible for providing
professional and independent advice to our Board.
Mr. Cheng previously served as a senior manager at Baidu, Inc. (ʮ̡),
a company listed on Hong Kong Stock Exchange (stock code: 9888) and the Nasdaq Stock
Market (stock code: BIDU). He was the founder of Shenzhen Xunlei Networking Technologies
Co., Ltd. (ʮ̡) and served as its director from January 2003 to
September 2021. Mr. Cheng also founded Shenzhen I-Vision V entures Co., Ltd. ( ଉέჃૐ͊
ʮ̡), and has been serving as a founding partner since February 2016.
Mr. Cheng obtained a bachelor’s degree in mathematics from Nankai University (කɽ
ኪ) in the PRC in June 1997, and a master’s degree of science from Duke University in the U.S.
in May 1999.
Dr. YAN Hongyu (͗), aged 62, is an independent non-executive Director. She was
appointed as an independent Director on June 5, 2023 and re-designated as an independent
non-executive Director on May 16, 2025. She is primarily responsible for providing
professional and independent advice to our Board.
Dr. Y an has been a vice general manager and chief financial officer at Guangzhou
Improve Medical Instruments Co., Ltd (ʮ̡), a company listed on
Shenzhen Stock Exchange (stock code: 300030), since October 2010, a director at Improve
Industrial (HongKong) Co. Limited ( ජ౷ྼุ(ಥ)ʮ̡) since May 2014, and the
chairman and general manager of Shenzhen Y angpurun Industrial Investment Co., Ltd. ( ଉέ
ʮ̡) since September 2014. She has also been a supervisor at Guangzhou
SENVIV Technology Co., Ltd. (ʮ̡) since August 2014. Dr. Y an has
also been a director at Guangzhou Ruisi Life Technology Co., Ltd. (ʮ
̡) since August 2022.
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Dr. Y an served as a faculty member in the department of accounting and auditing of
Wuhan University (ဏɽኪ) from July 1988 to November 1996 and specifically, as the deputy
head of the department of accounting and auditing of Wuhan University from September 1994
to November 1996. From November 1996 to November 2000, Dr. Y an worked as the director
of the accounting and audit office of the department of discipline inspection, supervision and
audit, at Shenzhen Development Bank Co., Ltd. (ʮ̡, currently known as
Ping An Bank Co., Ltd. (ʮ̡)), a company currently listed on Shenzhen
Stock Exchange (stock code: 000001). She then worked at Dapeng Securities Company ( ɽᘄ
ப΂ʮ̡) from January 2001 to December 2002 as the deputy head of the audit
department, and at the department of economics of Shenzhen Polytechnic University ( ଉέᔖ
ุҦஔɽኪ) from November 2003 to September 2010.
Dr. Y an obtained her bachelor’s degree in geological finance and accounting major in the
department of geological economic management from Hebei GEO University (̏ήሯɽኪ)
in the PRC in July 1985, a master’s degree in economics from Wuhan University in the PRC
in July 1988, and her Ph.D degree in economics from Zhongnan University of Economics and
Law (ɽኪ, formerly known as Zhongnan University of Finance and Economics
(ৌ຾ɽኪ)) in the PRC in July 1997. She was recognized as a senior accountant and was
granted the title of professor in management by Human Resources and Social Security
Department of Guangdong Province (formerly known as Department of Personnel of
Guangdong Province) in November 1997 and February 2006, respectively.
Mr. HONG Kam Le ( ੰᎀԢ), aged 46, is an independent non-executive Director. He was
appointed as an independent non-executive Director on May 16, 2025. He is primarily
responsible for providing professional and independent advice to our Board.
Mr. Hong was admitted as a solicitor in Hong Kong in September 2007 and has more than
17 years of experience in the legal industry. From January 2016 to October 2018, he served as
a partner of Li & Partners (Б) and since November 2018, he has successively
served as a partner and the managing partner of DeHeng Law Offices (Hong Kong) LLP ( ᅃ
ה(ಥ)ப΂Υྫ), formerly known as Chungs Lawyers (ԫਕ
ה.)
From December 2013 to June 2021, Mr. Hong served as the company secretary and one
of the authorized representatives of Shengli Oil & Gas Pipe Holdings Limited (ं၍༸
ʮ̡), a company listed on the Main Board of Hong Kong Stock Exchange (stock
code: 1080). From September 2015 to July 2020, he also served as one of the joint company
secretaries of Jujiang Construction Group Co., Ltd. (ʮ̡), a company
listed on the Main Board of Hong Kong Stock Exchange (stock code: 1459). From March 2022
to February 2023, Mr. Hong served as one of the joint company secretaries and the authorized
representatives of Dadi International Group Limited (ʮ̡), a company
listed on the GEM of Hong Kong Stock Exchange (stock code: 8130). From July 2022 to
February 2023, Mr. Hong also served as the company secretary and one of the authorized
representatives of Kidztech Holdings Limited (ʮ̡), a company listed on the
Main Board of Hong Kong Stock Exchange (stock code: 6918). Mr. Hong has served as an
independent non-executive director of Hong Kong Johnson Holdings Co., Ltd. (ٰ
ʮ̡), a company listed on the Main Board of Hong Kong Stock Exchange (stock code:
1955), since September 2019, as the company secretary and one of the authorized
representatives of Uju Holding Limited (ʮ̡) a company listed on the Main
Board of Hong Kong Stock Exchange (stock code: 1948), since October 2022, and as an
independent non-executive director of Jiangsu Lopal Tech. Group Co., Ltd. (Ҧණ
ʮ̡), a company listed on the Main Board of Hong Kong Stock Exchange (stock
code: 2645), since October 2023.
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Mr. Hong obtained a bachelor’s degree in commerce and a bachelor’s degree in laws from
The University of Sydney in Australia in June 2003 and May 2004, respectively, and a
postgraduate certificate in laws from The University of Hong Kong (ಥɽኪ) in Hong Kong
in June 2005.
Save as disclosed above, none of our Directors held any directorship in public companies,
the securities of which are listed on any securities market in Hong Kong or overseas in the last
three years immediately preceding the date of this document. Save as disclosed herein, to the
best knowledge, information and belief of the Directors having made all reasonable inquiries,
there are no other matters with respect to the appointment of the Directors that need to be
brought to the attention of our Shareholders and there is no information relating to our
Directors that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing
Rules.
SENIOR MANAGEMENT
For biographical details of Mr. GUO Gaihua, see “—Executive Directors” in this section.
Mr. XIE Bin ( ᑽⅳ), aged 34, is the vice general manager of our Company. He joined our
Group in January 2018 and was appointed as the vice general manager of the Company on May
16, 2025. He is primarily responsible for product portfolio operation and management of our
Group.
From January 2018 to June 2018, he held the position of project manager of our Company.
He subsequently served as the project director of our Company from July 2018 to February
2021. From March 2021 to March 2022, he served as the operations management director of
our Company. From March 2022 to May 2025, Mr. Xie acted as the product line general
manager and the supervisor of our Company.
Prior to joining our Company, Mr. Xie worked at INMOTION from July 2014 to
December 2017.
Mr. Xie obtained a bachelor’s degree in automation from Shenzhen University ( ଉέɽኪ)
in the PRC in June 2014.
Ms. TANG Y anli (䝙ᘆ), aged 43, is the chief financial officer, Board secretary and
joint company secretary of our Company. She joined our Company in November 2021, was
appointed as the chief financial officer and Board secretary in May 2022 and was appointed as
the joint company secretary on April 29, 2025. She is primarily responsible for overall financial
management of our Group and Board secretarial affairs.
Ms. Tang has about 20 years of experience in finance and investment. From May 2008 to
June 2011, she worked at the Hangzhou office of BDO China Shu Lun Pan Certified Public
Accountants LLP (ה(౷ஷΥྫ)). From July 2011 to June 2012, Ms. Tang
served at Zhonghui Accounting Firm (Special General Partnership) (ה(౷
ஷΥྫ)). From August 2012 to October 2015, she was a senior investment manager at Beijing
Zhe Kong Jin Cheng Asset Management Co., Ltd. (ʮ̡). She was
a senior vice president at Beijing Delian Investment & Management Co., Ltd. ( ̏ԯᅃᑌ༶ஷ
ʮ̡) from June 2016 to October 2021.
Ms. Tang obtained a bachelor’s degree in business administration and law from
Southwestern University of Finance and Economics (ৌ຾ɽኪ) in the PRC in June 2007,
and obtained a master’s degree in business administration from Tsinghua University ( ૶ശɽ
DIRECTORS AND SENIOR MANAGEMENT
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ኪ) in the PRC in June 2024. She obtained the Legal Professional Qualification Certificate
from the Ministry of Justice of the PRC in March 2016, the Certified Public Accountant
qualification from the Zhejiang Institute of Certified Public Accountants in March 2010, and
the Securities Professional Qualification Certificate from the China Securities Association in
December 2010.
JOINT COMPANY SECRETARIES
Ms. TANG Y anli was appointed as the chief financial officer and Board secretary on May
26 2022, and was appointed as the joint company secretary on April 29, 2025. Please refer to
“Senior Management—Ms. TANG Y anli” above for further details.
Ms. SIOW Grace Yuet Chew (߇)was appointed as a joint company secretary of our
Company on April 17, 2026.
Ms. Siow has more than 20 years of experience in the company secretary profession. She
currently serves as a director of corporate services of Tricor Services Limited. Ms. Siow has
been providing corporate secretarial and compliance services to Hong Kong listed companies
as well as multinational, private and offshore companies. Ms. Siow has been the company
secretary of True Partner Capital Holding Limited (a company listed on the Main Board of
Stock Exchange (stock code: 8657) since October 2020 and Mirxes Holding Company Limited
(a company listed on the Main Board of Stock Exchange (stock code: 2629) since July 2023.
Ms. Siow is a chartered secretary, a chartered governance professional and an associate
of both The Hong Kong Chartered Governance Institute and The Chartered Governance
Institute in the United Kingdom.
Ms. Siow obtained a Master of Business Administration from the University of Stirling
in the United Kingdom.
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with
the relevant PRC laws and regulations and the Corporate Governance Code, our Company has
formed three Board committees, namely the Audit Committee, the Remuneration Committee
and the Nomination Committee.
Audit Committee
We have established an Audit Committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and paragraph D.3 of part II of the Corporate Governance
Code, Appendix C1 to the Listing Rules. The Audit Committee consists of three Directors,
namely Mr. CHENG Hao, Dr. Y AN Hongyu and Mr. HONG Kam Le. Dr. Y AN Hongyu, being
the chairperson of the Audit Committee, holds the appropriate professional qualifications as
required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit
Committee include, but not limited to reviewing and evaluating the work of external auditors;
monitoring and making recommendations to internal audit work of our Company; reviewing
and making recommendations to the financial reports of our Company; evaluating the
effectiveness of internal control work; ensuring coordination between the management,
internal audit department and relevant departments and external auditors; and performing other
duties and responsibilities as assigned by our Board.
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Remuneration Committee
We have established a Remuneration Committee with written terms of reference in
compliance with paragraph E.1 of part II of the Corporate Governance Code, Appendix C1 to
the Listing Rules. The Remuneration Committee consists of three Directors, namely Mr. ZHOU
Wei, Mr. CHENG Hao and Mr. HONG Kam Le. Mr. CHENG Hao serves as the chairperson of
the Remuneration Committee. The primary duties of the Remuneration Committee include, but
not limited to reviewing and approving remuneration proposals of members of our senior
management in accordance with our Company’s policies and objectives as approved by our
Board from time to time; making recommendations to our Board on our Company’s policy and
structure for all Directors’ and senior management’s remuneration and on the establishment of
a formal and transparent procedure for developing remuneration policies, including but are not
limited to, performance evaluation standards, procedures and evaluation systems; conducting
the evaluation of the annual performance of all Directors and senior management; monitoring
compensation payable to all Directors and senior management; reviewing and/or approving
matters relating to share schemes under Chapter 17 of the Listing Rules; and performing other
duties and responsibilities as assigned by our Board.
Nomination Committee
We have established a Nomination Committee with written terms of reference in
compliance with paragraph B.3 of part II of the Corporate Governance Code, Appendix C1 to
the Listing Rules. The Nomination Committee consists of three Directors, namely Mr. ZHOU
Wei, Mr. CHENG Hao and Dr. Y AN Hongyu. Mr. ZHOU Wei serves as the chairperson of the
Nomination Committee. The primary duties of the Nomination Committee include, but not
limited to reviewing and making recommendations to the Board on the composition and
number of our Board and senior management with reference to our Company’s business
activities, scale of assets and shareholding structure; identifying individuals suitably qualified
to become a member of our Board and senior management and making recommendations to our
Board on the selection of individuals nominated for directorships and senior management;
reviewing the structure and diversity of the Board and selecting individuals to be nominated
as Directors; accessing and making recommendations to the selection of other senior
management appointed by our Board; and performing other duties and responsibilities as
assigned by our Board.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not
have any interest in a business which competes or is likely to compete, either directly or
indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the
Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules in May 2025, and (ii) understands the requirements
under the Listing Rules that are applicable to him or her as a director of a listed issuer under
the Listing Rules and the possible consequences of making a false declaration or giving false
information to the Stock Exchange.
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Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his/her independence
as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she
has no past or present financial or other interests in the business of the Company or its
subsidiaries or any connection with any core connected person of the Company under the
Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may
affect his/her independence at the time of his/her appointments.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
We offer our executive Directors and senior management members, who are also the
Company’s employees, compensation in the form of salaries, allowances, performance related
bonus, share-based payment compensation and pension scheme contributions. Our independent
non-executive Directors receive compensation with reference to their respective positions and
duties, including being a member or the chairperson of Board committees.
For each of the years ended December 31, 2023, 2024 and 2025, the aggregate amount of
remuneration paid or payable to our Directors amounted to approximately RMB5.8 million,
RMB6.4 million and RMB7.3 million, respectively.
Under the arrangement currently in force, we estimate the total compensation before
taxation, including estimated-share based compensation, to be accrued to our Directors for the
year ending December 31, 2026 to be approximately RMB5.1 million. The actual remuneration
of Directors in 2026 may be different from the expected remuneration.
For each of the years ended December 31, 2023, 2024 and 2025, there were one, two and
one Director(s) among the five highest paid individuals, respectively. The total emoluments for
the remaining individuals among the five highest paid individuals amounted to approximately
RMB11.7 million, RMB5.5 million and RMB6.9 million, for each of the years ended December
31, 2023, 2024 and 2025, respectively.
During the Track Record Period, no consideration was paid by our Company to, or
receivable by, our Directors for making available Directors’ services or as termination benefits.
Save as disclosed above, no other payments have been paid, or are payable, by our
Company or any of our subsidiary to our Directors or the five highest paid individuals during
the Track Record Period.
CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance with a
view to safeguarding the interests of our Shareholders. Our Directors recognize the importance
of incorporating elements of good corporate governance in the management structures and
internal control procedures of our Group to achieve effective accountability. To accomplish
this, our Company complies or intends to comply with the corporate governance requirements
under the Corporate Governance Code as set out in Appendix C1 to the Listing Rules after
Listing.
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BOARD DIVERSITY POLICY
In order to enhance the effectiveness of our Board and to maintain the high standard of
corporate governance, we have adopted the board diversity policy of the Company (the “Board
Diversity Policy”), which sets out the objective and approach to achieve and maintain diversity
of our Board. Pursuant to the Board Diversity Policy, we seek to achieve Board diversity
through the consideration of a number of factors when selecting the candidates to our Board,
including but not limited to gender, skills, age, professional experience, knowledge, cultural,
education background, ethnicity and length of service. The ultimate decision of the
appointment will be based on merit and the contribution which the selected candidates will
bring to our Board.
Our Directors currently consists of one female Director and six male Directors with a
balanced mix of knowledge and skills, including overall management and strategic
development, quality assurance and control, finance and accounting and corporate governance
in addition to industry experience relevant to our Group’s operations and business. They
obtained degrees in various majors including engineering, economics, and business
administration. We have three independent non-executive Directors with different industry
backgrounds, representing more than one third of the members of our Board. Furthermore, our
Board has a diverse age and gender representation. Taking into account our existing business
model and specific needs as well as the different backgrounds of our Directors, the composition
of our Board satisfies our Board Diversity Policy.
Our Nomination Committee is responsible for reviewing the structure and diversity of the
Board and selecting individuals to be nominated as Directors. After Listing, our Nomination
Committee will monitor and evaluate the implementation of the Board Diversity Policy from
time to time to ensure its continued effectiveness, and when necessary, make any revisions that
may be required and recommend any such revisions to our Board for consideration and
approval. The Nomination Committee will also include in annual reports a summary of the
Board Diversity Policy, including any measurable objectives set for implementing the Board
Diversity Policy and the progress on achieving these objectives.
COMPLIANCE ADVISOR
We have appointed Guotai Junan Capital Limited as our Compliance Advisor pursuant to
Rule 3A.19 of the Listing Rules. The Compliance Advisor will provide us with guidance and
advice as to compliance with the Listing Rules and other applicable laws, rules, codes and
guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will advise
our Company in certain circumstances including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this Prospectus or where our business activities, developments
or results deviate from any forecast, estimate or other information in this Prospectus;
and
(d) where the Hong Kong Stock Exchange makes an inquiry to our Company regarding
unusual movements in the price or trading volume of its listed securities or any other
matters in accordance with Rule 13.10 of the Listing Rules.
The term of the appointment will commence on the Listing Date and is expected to end
on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect
of our financial results for the first full financial year commencing after Listing.
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CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, (i) the Concert Party Group, consisting of Mr. Zhou and
Mr. Guo, were collectively directly interested in approximately 31.96% of the Shares, and
pursuant to the Acting in Concert Agreement, members of the Concert Party Group will follow
Mr. Zhou’s vote to arrive at a unanimous consent in case of any disagreement in aligning votes
in the Shareholders meeting; (ii) Ms. Wang, being the spouse of Mr. Zhou, was directly
interested in approximately 0.86% of the Shares; and (iii) Mr. Zhou, by virtue of his role as the
general partner of Photon Space, was deemed to be interested in approximately 6.80% of the
Shares held by Photon Space. Accordingly, the group of Controlling Shareholders held in
aggregate approximately 39.61% of the Shares as of the Latest Practicable Date.
Immediately following the completion the Global Offering, the group of Controlling
Shareholders will in aggregate hold approximately 35.65% of the Shares (assuming the
Over-allotment Option is not exercised). Therefore, upon Listing, they will remain as a group
of Controlling Shareholders and our Company will not have any controlling shareholders as
defined under the Listing Rules upon Listing. For details of the Concert Party Group, Ms. Wang
and Photon Space and their shareholding in our Company, see “History, Development and
Corporate Structure” and “Substantial Shareholders.”
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently
from the Controlling Shareholders and their close associates after Listing, taking into
consideration the factors below.
Management Independence
Our business is managed and conducted by our Board and senior management. Upon
Listing, our Board consists of seven Directors, including three executive Directors, one
non-executive Director and three independent non-executive Directors. Mr. Zhou and Mr. Guo,
who are members of the Controlling Shareholders, as detailed above, are also the members of
our Board. Mr. Zhou serves as our chairman of the Board and an executive Director of our
Company. Mr. Guo serves as an executive Director and the general manager of our Company.
Ms. Wang is not a member of our Board and serves no position in our Company.
Our Directors consider that we are able to carry on our business independently from the
Controlling Shareholders from a management perspective for the following reasons:
(a) our daily management and operations are carried out by a senior management team,
all of whom have substantial experience in the industry in which our Company is
engaged, and will therefore be able to make business decisions that are in the best
interests of our Group. See “Directors and Senior Management” for details of the
industry experience of our senior management team;
(b) each Director is aware of his/her fiduciary duties as a director, which require, among
other things, that he/she acts for the benefit and in the interest of our Company and
does not allow any conflict between his/her duties as our Director and his/her
personal interests. In the event that there is a potential conflict of interest arising out
of any transaction to be entered into between our Group and a Director and/or
his/her associate, he/she is required to declare the nature of such interest before
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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voting at the relevant Board meetings of our Company in respect of such
transactions and the interested Director shall abstain from voting and shall not be
counted towards the quorum for the voting;
(c) we have three independent non-executive Directors forming over one-third of the
Board, and certain matters of our Company must always be referred to the
independent non-executive Directors for review and approval as required by the
Listing Rules and other applicable laws, rules and regulations; and
(d) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and the Controlling Shareholders which would
support our independent management. See “— Corporate Governance” for details.
Based on the above, our Directors believe that our Board as a whole and together with our
senior management are able to perform the managerial role in our Group independently from
the Controlling Shareholders and their respective close associates after the Listing.
Operational Independence
We do not rely on the Controlling Shareholders and their respective close associates for
our business development, research and development, sales and marketing, financing, logistics,
administration, human resources, legal and compliance, internal audit, information technology
or company secretarial functions. We have our own departments specializing in these
respective areas which have been in operation and are expected to continue to operate
separately and independently from the Controlling Shareholders and their respective close
associates. In addition, we have our own headcount of employees for our operations and
management for human resources.
We have independent access to suppliers and customers and an independent management
team to handle our day-to-day operations. We also have sufficient capital, facilities, equipment
and employees, administrative and corporate governance infrastructure to operate our business
independently. We are also in possession of all relevant licenses, certificates, facilities and
intellectual property rights necessary to carry on and operate our principal businesses and we
have sufficient operational capacity in terms of capital and employees to operate
independently.
Based on the above, our Directors believe that we are able to operate independently of the
Controlling Shareholders and their close associates.
Financial Independence
We have an independent financial system and make financial decisions according to our
Group’s own business needs. We have internal control and accounting systems and an
independent finance department in charge of our treasury function. Our Company maintains
bank accounts independently and does not share any bank account with our Controlling
Shareholders. Our Group makes tax registration and pays tax independently with its own funds.
As such, our Company’s financial functions, such as cash management, financial reporting,
accounting management, invoicing and billing, are operated independently of our Controlling
Shareholders and their respective close associates. We do not expect to rely on the Controlling
Shareholders or their respective close associates for financing after Listing as we expect that
our working capital will be funded by the cash, cash equivalent on hand as well as the net
proceeds from the Global Offering.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 198 –


--- page 208 ---
In addition, we are capable of obtaining financing from independent third parties, without
relying on any guarantee or security provided by our Controlling Shareholders or their
respective close associates. As of the Latest Practicable Date, there were no subsisting loans,
guarantees or pledges provided by any member of our Controlling Shareholders and/or their
respective close associates to our Group. During the Track Record Period and as of the Latest
Practicable Date, we had received a series of Pre-IPO Investments from third party investors
independently. See “History, Development and Corporate Structure” for details of the Pre-IPO
Investments.
Based on the above, our Directors believe that we are capable of carrying on our business
independently of, and do not place undue reliance on the Controlling Shareholders or their
respective close associates after Listing.
INTERESTS OF THE CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Each of the Controlling Shareholders has confirmed that as of the Latest Practicable Date,
it/he/she did not have any interest in other business, apart from the business of our Group,
which competes or is likely to compete, directly or indirectly, with our business, which would
require disclosure under Rule 8.10 of the Listing Rules.
CORPORATE GOVERNANCE
Upon Listing, our Company will comply with the provisions of the Corporate Governance
Code as set out in Appendix C1 to the Listing Rules, which sets out principles of good
corporate governance.
Our Directors recognize the importance of good corporate governance in protection of our
Shareholders’ interests. We will adopt the following measures to safeguard good corporate
governance standards and to avoid potential conflict of interests between our Group and the
Controlling Shareholders and their respective associates:
(a) where a Shareholders meeting is to be held for considering proposed transactions in
which the Controlling Shareholders or any of their respective associates has a
material interest, the Controlling Shareholders will not vote on the resolutions and
shall not be counted in the quorum in the voting;
(b) as part of our preparation for the Global Offering, we have amended our Articles of
Association to comply with the Listing Rules, which will become effective upon
Listing. In particular, our Articles of Association provides that, a Director shall
abstain from voting on any resolution approving any contract, transaction or
arrangement in which such Director or any of his/her associates has a material
interest nor shall such Director be counted in the quorum present at the Board
meeting;
(c) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Company enters into connected transactions with
the Controlling Shareholders or any of their respective associates, our Company will
comply with the applicable Listing Rules;
(d) we are committed that our Board shall include a balanced composition of executive
directors and non-executive directors (including independent non-executive
directors). We have appointed three independent non-executive Directors, and we
believe our independent non-executive Directors (i) possess sufficient experiences,
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 199 –


--- page 209 ---
(ii) are free of any business or other relationship which could interfere in any
material manner with the exercise of their independent judgment, and (iii) will be
able to provide an impartial and external opinion to protect the interests of our
Shareholders as a whole. See “Directors and Senior Management” for details of the
independent non-executive Directors;
(e) where our Directors reasonably request the advice of independent professionals,
such as financial advisors and legal advisors, the appointment of such independent
professionals will be made at our Company’s expenses; and
(f) we have appointed Guotai Junan Capital Limited as our Compliance Advisor to
provide advice and guidance to us in respect of compliance with the Listing Rules,
including various requirements relating to corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance
measures have been put in place to manage conflicts of interest between our Group and the
Controlling Shareholders, and to protect minority Shareholders’ interests after Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 200 –


--- page 210 ---
So far as our Directors are aware, immediately following the completion of the Share
Subdivision, the Global Offering and the Conversion of Unlisted Shares into H Shares, and
assuming the Over-allotment Option is not exercised, the following persons will have interests
and/or short positions in the Shares or underlying shares of our Company which would fall to
be disclosed pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly
or indirectly, be interested in 10% or more of the nominal value of any class of share capital
carrying the rights to vote in all circumstances at general meetings of our Company:
Name of Shareholder Nature of Interest
Number of Shares
held after the
Global Offering (1)
Approximate
percentage of
shareholding in the
total share capital
of our Company
after the Global
Offering (2)
(%)
Mr. Zhou (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner,
interests held jointly
with another person
(3)
and interest of spouse
118,843,500
H Shares
35.65
Photon Space /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner and
interests held jointly
with another person
118,843,500
H Shares
35.65
Ms. Wang
(5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner and
interest of spouse
118,843,500
H Shares
35.65
Mr. Guo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner and
interests held jointly
with another person
(3)
118,843,500
H Shares
35.65
Tibet Wanqing (6) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 44,714,700
H Shares
13.41
Mr. HUANG Tao
(රᏹ)(6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporation
44,714,700
H Shares
13.41
Hunan Huaye (7)(8) /H1118/H1118/H1118/H1118/H1118Beneficial owner 35,226,600
H Shares
10.57
Shenzhen Huaye (7)(8) /H1118/H1118/H1118Interest in controlled
corporation
35,226,600
H Shares
10.57
Huaye Tiancheng (7)(8) /H1118/H1118Interest in controlled
corporation
40,583,700
H Shares
12.18
Mr. SUN Y elin (ุ
؍7)(8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporation
40,583,700
H Shares
12.18
Mr. Y ANG Huajun
(เശё)(7)(8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporation
40,583,700
H Shares
12.18
Notes:
(1) All interests stated are long position.
(2) The calculation is based on the total number of 300,000,000 H Shares to be converted from Unlisted
Shares in issue and 33,333,400 H Shares to be issued pursuant to the Global Offering (assuming that the
Over-allotment Option are not exercised).
(3) Pursuant to the Acting in Concert Agreement, each of Mr. Zhou and Mr. Guo agreed to be parties acting
in concert in (i) aligning their votes in the board meetings of our Company, and (ii) aligning their votes
in the Shareholders meeting of our Company in respect of the Shares in our Company beneficially
owned by each of them from time to time. Therefore, under the SFO, each of Mr. Zhou and Mr. Guo
was deemed to be interested in the Shares held by each other.
SUBSTANTIAL SHAREHOLDERS
– 201 –


--- page 211 ---
(4) Mr. Zhou was deemed to be interested in a total of 118,843,500 H Shares comprising (i) 61,637,700 H
Shares held directly by Mr. Zhou; (ii) 2,569,800 H Shares held directly Ms. Wang, the spouse of Mr.
Zhou; (iii) 20,408,100 H Shares held directly by Photon Space; and (iv) 34,227,900 H Shares held
directly by Mr. Guo.
(5) Ms. Wang was deemed to be interested in a total of 118,843,500 H Shares comprising (i) 2,569,800 H
Shares held directly Ms. Wang; (ii) 61,637,700 H Shares held directly by Mr. Zhou, the spouse of Ms.
Wang; (iii) 20,408,100 H Shares held directly by Photon Space; and (iv) 34,227,900 H Shares held
directly by Mr. Guo.
(6) Tibet Wanqing was wholly owned by Mr. HUANG Tao. As such, Mr. HUANG Tao was deemed to be
interested in the Shares of our Company held by Tibet Wanqing.
(7) Huaye Tiancheng was deemed to be interested in a total of 40,583,700 H Shares comprising (i)
35,226,600 H Shares held directly by Hunan Huaye, and (ii) 5,357,100 H Shares held directly by Zhuhai
Huaye.
(8) Hunan Huaye was held by its general partner, Shenzhen Huaye as to 1.21% and 19 limited partners as
to 98.79%, none of which holds 30.00% or more of interest therein. Shenzhen Huaye was held by its
general partner, Huaye Tiancheng, as to 1% and its limited partners Mr. SUN Y elin and Mr. Y ANG
Huajun, as to 59% and 40%, respectively. Huaye Tiancheng was held by Mr. SUN Y elin and Mr. Y ANG
Huajun, as to 65% and 35%, respectively. Zhuhai Huaye was held by its general partner Hengqin Huaye
as to 0.05% and 40 limited partners as to 99.95%, none of which holds 30.00% or more of interest
therein. Hengqin Huaye is held by Huaye Tiancheng as to 1% and held by two limited partners, namely
Mr. SUN Y elin and Mr. Y ANG Huajun as to 59% and 40%, respectively. Therefore, under the SFO, each
of Huaye Tiancheng, Mr. SUN Y elin and Mr. Y ANG Huajun was deemed to be interested in the Shares
held by Shenzhen Huaye, Hunan Huaye, Hengqin Huaye and Zhuhai Huaye; and Shenzhen Huaye was
deemed to be interested in the Shares held by Hunan Huaye.
Saved as disclosed herein, our Directors are not aware of any other person who will,
immediately following the completion of the Global Offering (assuming that (i) the
Over-allotment Option is not exercised and (ii) 300,000,000 Unlisted Shares are converted in
H Shares as applied with CSRC under the “Full Circulation” Program), have any interest and/or
short positions in the Shares or underlying shares of our Company which would fall to be
disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the
SFO, or, who is, directly or indirectly, interested in 10% or more of the nominal value of any
class of our share capital carrying rights to vote in all circumstances at general meetings of our
Company. Our Directors are not aware of any arrangement which may at a subsequent date
result in a change of control of our Company or any other member of our Group.
SUBSTANTIAL SHAREHOLDERS
– 202 –


--- page 212 ---
This section presents certain information regarding our share capital before and upon
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the registered capital of our Company was
RMB30,000,000, comprising 30,000,000 Shares of nominal value RMB1.0 each.
UPON COMPLETION OF THE SHARE SUBDIVISION AND THE GLOBAL
OFFERING
Immediately following completion of the Share Subdivision, the Global Offering and
Conversion of Unlisted Shares into H Shares, assuming the Over-allotment Option is not
exercised, the share capital of our Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage to
total share capital
(%)
H Shares converted from Unlisted Shares (1) /H1118/H1118/H1118/H1118/H1118300,000,000 90.00
H Shares to be issued under the Global Offering /H1118/H111833,333,400 10.00
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/H1118333,333,400 100.00
(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon
Listing, see “History, Development and Corporate Structure—Capitalization of our Company.”
Immediately following completion of the Share Subdivision, the Global Offering and
Conversion of Unlisted Shares into H Shares, assuming the Over-allotment Option is fully
exercised, the share capital of our Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage to
total share capital
(%)
H Shares converted from Unlisted Shares (1) /H1118/H1118/H1118/H1118/H1118300,000,000 88.67
H Shares to be issued under the Global Offering /H1118/H111838,333,400 11.33
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/H1118338,333,400 100.00
(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon
Listing, see “History, Development and Corporate Structure—Capitalization of our Company.”
OUR SHARES
Upon completion of the Share Subdivision, the Global Offering and Conversion of
Unlisted Shares into H Shares, we would only have one class of Shares, H Shares as ordinary
Shares in the share capital of our Company.
Apart from certain qualified domestic institutional investors in the PRC, the qualified
PRC investors under the Shanghai—Hong Kong Stock Connect or the Shenzhen—Hong Kong
Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant
PRC laws and regulations or upon approvals of any competent authorities (such as our certain
SHARE CAPITAL
– 203 –


--- page 213 ---
existing Shareholders the Unlisted Shares held by whom will be converted in to H shares
according to the approval of the CSRC), H Shares generally cannot be subscribed for by or
traded between legal or natural persons of the PRC.
All dividends for H Shares will be denominated and declared in Renminbi, and paid in
Hong Kong dollars or Renminbi, whereas all dividends for Unlisted Shares will be paid in
Renminbi. Other than cash, dividends could also be paid in the form of shares.
CONVERSION OF UNLISTED SHARES INTO H SHARES
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the
Hong Kong Stock Exchange, such conversion, listing and trading will need the approval of the
relevant PRC regulatory authorities, including the CSRC, and the approval of the Hong Kong
Stock Exchange.
Register with the CSRC and Full Circulation Application
In accordance with the Overseas Listing Trial Measures and related guidelines, H-share
listed companies which apply for the conversion of unlisted shares into H shares for listing and
circulation on the Hong Kong Stock Exchange shall register with the CSRC by filing materials
on key compliance issues. An unlisted domestic joint stock company may apply for “full
circulation” when applying for an overseas listing.
We have filed with the CSRC for, and the CSRC has registered the conversion of
300,000,000 Unlisted Shares (taking into account the Share Subdivision) into H Shares on a
one-for-one basis upon the completion of the Global Offering and CSRC issued the filing
notice in respect of the Global Offering dated February 14, 2026.
Listing Approval by the Hong Kong Stock Exchange
We have applied to the Listing Committee of the Hong Kong Stock Exchange for the
granting of the listing of, and permission to deal in, our H Shares to be issued pursuant to the
Global Offering (including any H Shares which may be issued pursuant to the exercise of the
Over-allotment Option) and the H Shares to be converted from 300,000,000 Unlisted Shares on
the Hong Kong Stock Exchange, which is subject to the approval by the Hong Kong Stock
Exchange.
We will perform the following procedures for the Conversion of Unlisted Shares into H
Shares after receiving the approval of the Hong Kong Stock Exchange: (1) giving instructions
to our H Share Registrar regarding relevant share certificates of the converted H Shares; and
(2) enabling the converted H Shares to be accepted as eligible securities by HKSCC for
deposit, clearance and settlement in the CCASS.
RESTRICTION ON TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL
OFFERING
In accordance with Article 160 of the PRC Company Law, the shares issued prior to any
listing of shares by a company cannot be transferred within one year from the date on which
such publicly offered shares are listed and traded on the relevant stock exchange. As such, the
Shares issued by the Company prior to the Global Offering will be subject to such statutory
restriction on transfer within a period of one year from the Listing. See “History, Development
and Corporate Structure—Rights of the Pre-IPO Investors.”
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED
Pursuant to the PRC Company Law and the terms of the Articles of Association, our
Company may from time to time by special resolution of shareholders, among others, increase
its capital or decrease its capital or repurchase of shares. See “Appendix V—Summary of
Articles of Association” in this document.
SHARE CAPITAL
– 204 –


--- page 214 ---
THE CORNERSTONE PLACING
We, the Joint Sponsors and the Overall Coordinators have entered into a cornerstone
investment agreement (the “ Cornerstone Investment Agreement ”) with the cornerstone
investor set forth below (the “ Cornerstone Investor ”) who has agreed to subscribe for such
number of our Offer Shares (rounded down to the nearest whole board lot of 200 H Shares)
which may be purchased at the Offer Price with an aggregate amount of approximately HK$277
million) (exclusive of the brokerage, the SFC transaction levy, the AFRC transaction levy and
the Stock Exchange trading fee) (the “ Cornerstone Placing ”).
Assuming an Offer Price of HK$24.00 per Offer Share (being the low-end of the
indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be
subscribed by the Cornerstone Investor would be 11,541,600 H Shares, representing
approximately (i) 34.62% of the Offer Shares pursuant to the Global Offering, assuming that
the Over-allotment Option is not exercised, (ii) 3.46% of our total issued share capital upon
completion of the Global Offering and assuming that the Over-allotment Option is not
exercised, and (iii) 3.41% of our total issued share capital upon completion of the Global
Offering and assuming full exercise of the Over-allotment Option.
Assuming an Offer Price of HK$27.00 per Offer Share (being the mid-point of the
indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be
subscribed by the Cornerstone Investor would be 10,259,200 H Shares, representing
approximately (i) 30.78% of the Offer Shares pursuant to the Global Offering, assuming that
the Over-allotment Option is not exercised, (ii) 3.08% of our total issued share capital upon
completion of the Global Offering and assuming that the Over-allotment Option is not
exercised, and (iii) 3.03% of our total issued share capital upon completion of the Global
Offering and assuming full exercise of the Over-allotment Option.
Assuming an Offer Price of HK$30.00 per Offer Share (being the high-end of the
indicative Offer Price range set out in this prospectus), the total number of Offer Shares to be
subscribed by the Cornerstone Investor would be 9,233,200 H Shares, representing
approximately (i) 27.70% of the Offer Shares pursuant to the Global Offering, assuming that
the Over-allotment Option is not exercised, (ii) 2.77% of our total issued share capital upon
completion of the Global Offering and assuming that the Over-allotment Option is not
exercised, and (iii) 2.73% of our total issued share capital upon completion of the Global
Offering and assuming full exercise of the Over-allotment Option.
Our Company is of the view that, leveraging on the Cornerstone Investor’s investment
experience and market position, the Cornerstone Placing will help to raise the profile of our
Company and to signify that such Cornerstone Investor has confidence in our Company’s
business and prospect. Our Company became acquainted with the Cornerstone Investor in its
ordinary course of operation through the Group’s business network and through introduction
by business partners in the Global Offering.
The Cornerstone Placing will form part of the International Placing, and, save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investor will not acquire
any Offer Shares under the Global Offering (other than pursuant to the Cornerstone Investment
Agreement). The Offer Shares to be subscribed by the Cornerstone Investor will rank pari
passu in all respects with the fully paid Shares in issue and will be counted towards the public
float of our Company for the purpose of Rule 19A.13A of the Listing Rules. Immediately
following the completion of the Global Offering, the Cornerstone Investor and its close
associates will not, by virtue of the Cornerstone Placing, have any Board representation in our
Company; and the Cornerstone Investor and its close associates will not become a substantial
Shareholder of our Company; and equity interests in the Company being beneficially owned by
the three largest public Shareholders will be less than 50% for the purpose of Rule 8.08(3) of
the Listing Rules. Other than a guaranteed allocation of the relevant Offer Shares at the Offer
Price, the Cornerstone Investor does not have any preferential rights in the Cornerstone
Investment Agreement compared with other public Shareholders. As confirmed by the
CORNERSTONE INVESTOR
– 205 –


--- page 215 ---
Cornerstone Investor, there are no side arrangements or agreements between our Company and
the Cornerstone Investor or any benefit, direct or indirect, conferred on the Cornerstone
Investor by virtue of or in relation to the Listing, other than a guaranteed allocation of the
relevant Offer Shares at the final Offer Price, following the principles as set out in Chapter 4.15
of the Guide for New Listing Applicants.
To the best knowledge, information and belief of our Company, (i) each of the
Cornerstone Investor and its ultimate beneficial owner is an Independent Third Parties; (ii) the
Cornerstone Investor is not accustomed to take or has taken instructions from our Company,
the Directors, chief executive of our Company, substantial Shareholders, existing Shareholders
or any of its subsidiaries or its close associates in relation to the acquisition, disposal, voting
or other disposition of the Offer Shares; and (iii) the subscription of the Offer Shares by the
Cornerstone Investor is not directly or indirectly financed by our Company, the Directors, chief
executive of our Company, substantial Shareholders, existing Shareholders or any of its
subsidiaries or its close associates.
To the best knowledge of the Company and as confirmed by the Cornerstone Investor, its
subscription under the Cornerstone Placing would be financed by its own internal financial
resources to settle its investment under the Cornerstone Placing. The Cornerstone Investor has
confirmed that all necessary approvals have been obtained with respect to the Cornerstone
Placing.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investor
will be disclosed in the allotment results announcement of our Company to be published on or
around Monday, April 27, 2026. The Cornerstone Investor has agreed to pay for the relevant
Offer Shares that it has subscribed before dealings in the Company’s H Shares commence on
the Stock Exchange. The Cornerstone Investor has agreed that the Overall Coordinators may
defer the delivery of all or any part of the Offer Shares it will subscribe to a date later than the
Listing Date. Such delayed delivery arrangement is in place to facilitate the over-allocation in
the International Placing. There will be no delayed delivery if there is no over-allocation in the
International Placing. For details of the Over-allotment Option and the stabilization action by
the Stabilizing Manager, see “Structure of the Global Offering—Over-allotment Option” and
“Structure of the Global Offering—Stabilization” in this prospectus.
OUR CORNERSTONE INVESTORS
The information about our Cornerstone Investor set forth below has been provided by the
Cornerstone Investor in connection with the Cornerstone Placing.
KCH Vision Investment Limited is a company incorporated in Hong Kong with limited
liability. It is a wholly owned subsidiary of Tianjin Kangchengheng No. 2 Management
Consulting Partnership Enterprise (Limited Partnership) (̹ੰϓЖɚ໮၍ଣፔ༔ΥྫΆุ
(Υྫ)), which was held by Shenzhen KCH Asset Management Co., Ltd ( ଉέ̹ੰϓЖ༟
ʮ̡,“ KCH AM ”) as its general partner as to 0.0038% and Zhuji Kangchengheng
Shengguo Equity Investment Partnership Enterprise (Limited Partnership) (ٰ
ᛆҳ༟ΥྫΆุ(Υྫ)) as its limited partner as to 99.9962%. KCH AM was held by
Shenzhen Kangchengheng Capital Management Group Co., Ltd. ( ଉέ̹ੰϓЖ༟͉၍ଣණྠ
ʮ̡) and YE Lizhen (ޜas to 93.33% and 6.67%, respectively. Shenzhen
Kangchengheng Capital Management Group Co., Ltd. was held by YUAN Y akang ( ঺ԭੰ),
YE Lizhen and SUN Zhenghua (͍ശ) as to 87.00%, 8.00% and 5.00%, respectively. Zhuji
Kangchengheng Shengguo Equity Investment Partnership Enterprise (Limited Partnership) was
held by KCH AM as its general partner as to 6.00% and Zhuji Jingkai Chuangrong Investment
Co., Ltd. (ʮ̡) as its limited partner as to 94.00%. Zhuji Jingkai
Chuangrong Investment Co., Ltd. was a wholly owned subsidiary of Zhuji New City
Investment and Development Group Co., Ltd. (ʮ̡), which was
in turn wholly owned by Zhuji High-Tech Industry Investment Group Co., Ltd. ( መ࿬̹৷อପ
ʮ̡), a company held by Zhuji Municipal State-Owned Assets Management
Co., Ltd. (ʮ̡) and Zhuji Cultural Tourism Group Co., Ltd. ( መ࿬̹
CORNERSTONE INVESTOR
– 206 –


--- page 216 ---
ʮ̡) as to 80.00% and 20.00%, respectively. Zhuji Municipal State-Owned
Assets Management Co., Ltd. was held by Zhuji Municipal Finance Bureau (҅)a s
an ultimate beneficial owner as to 90.00%, and by Zhejiang Financial Development Co., Ltd.
(ʮ̡) as to 10.00%. Zhejiang Financial Development Co., Ltd. is wholly
owned by Zhejiang Provincial Department of Finance (ᝂ). The ultimate beneficial
owner of Zhuji Cultural Tourism Group Co., Ltd. is Zhuji Municipal Finance Bureau.
The tables below set forth the details of the Cornerstone Placing:
Based on the Offer Price of HK$24.00
(being the low-end of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised
Cornerstone Investor
Total
Investment
Amount
Number of
Offer Shares to
be acquired (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
(in HK$)
KCH Vision
Investment
Limited /H1118/H1118/H1118/H1118/H1118/H1118277,000,000 11,541,600 34.62 3.46 30.11 3.41
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277,000,000 11,541,600 34.62 3.46 30.11 3.41
Note 1: Subject to rounding down to the nearest whole board lot of 200 H Shares. Calculated based on the exchange
rate set out in “Information about this Prospectus and the Global Offering—Currency Translation.”
Based on the Offer Price of HK$27.00
(being the mid-point of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised
Cornerstone Investor
Total
Investment
Amount
Number of
Offer Shares to
be acquired (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
(in HK$)
KCH Vision
Investment
Limited /H1118/H1118/H1118/H1118/H1118/H1118277,000,000 10,259,200 30.78 3.08 26.76 3.03
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277,000,000 10,259,200 30.78 3.08 26.76 3.03
Note 1: Subject to rounding down to the nearest whole board lot of 200 H Shares. Calculated based on the exchange
rate set out in “Information about this Prospectus and the Global Offering—Currency Translation.”
CORNERSTONE INVESTOR
– 207 –


--- page 217 ---
Based on the Offer Price of HK$30.00
(being the high-end of the indicative Offer Price range)
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised
Cornerstone Investor
Total
Investment
Amount
Number of
Offer Shares to
be acquired (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
immediately
upon
completion of
the Global
Offering
(in HK$)
KCH Vision
Investment
Limited /H1118/H1118/H1118/H1118/H1118/H1118277,000,000 9,233,200 27.70 2.77 24.09 2.73
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118277,000,000 9,233,200 27.70 2.77 24.09 2.73
Note 1: Subject to rounding down to the nearest whole board lot of 200 H Shares. Calculated based on the exchange
rate set out in “Information about this Prospectus and the Global Offering—Currency Translation.”
CLOSING CONDITIONS
The obligation of the Cornerstone Investor to acquire the Offer Shares under the
Cornerstone Investment Agreement is subject to, among other things, the following closing
conditions:
(i). the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the
International Underwriting Agreement having been terminated;
(ii). the Offer Price having been agreed in a manner according to the Hong Kong
Underwriting Agreement;
(iii). the Listing Committee having granted the approval for the listing of, and permission
to deal in, the H Shares (including the H Shares under the Cornerstone Placing) as
well as other applicable waivers and approvals and such approval, permission or
waiver having not been revoked prior to the commencement of dealings in the H
Shares on the Stock Exchange;
(iv). the CSRC having accepted of the Company’s filing and published the filing results
in respect of the Company’s filing on its website, and such notice of acceptance
and/or filing results published not having otherwise been rejected, withdrawn,
revoked or invalidated prior to the commencement of dealings in the H Shares on the
Stock Exchange;
CORNERSTONE INVESTOR
– 208 –


--- page 218 ---
(v). no laws shall have been enacted or promulgated which prohibits the consummation
of the transactions contemplated in the Global Offering or the Cornerstone
Investment Agreement, and there being no orders or injunctions from a court of
competent jurisdiction in effect precluding or prohibiting consummation of such
transactions; and
(vi). the representations, warranties, acknowledgements, undertakings and confirmations
of the Cornerstone Investor under the Cornerstone Investment Agreement are (as of
the date of the Cornerstone Investment Agreement) and will be (as of as of the
Listing Date or the Delayed Delivery Date (if applicable)) accurate and true in all
respects and not misleading and that there is no material breach of the Cornerstone
Investment Agreement on the part of the Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
The Cornerstone Investor has agreed that without the respective prior written consent of
our Company, the Joint Sponsors and the Overall Coordinators, it will not, whether directly or
indirectly, at any time during the period of six months following the Listing Date (both days
inclusive) (the “ Lock-up Period ”), dispose of, in any way, any of the Offer Shares it has
purchased, pursuant to the Cornerstone Investment Agreement, save for certain limited
circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by
the same obligations of the Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTOR
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Y ou should read the following discussion and analysis in conjunction with our
consolidated financial information included in “Appendix I—Accountants’ Report” to
this prospectus, together with the accompanying notes. Our consolidated financial
information has been prepared in accordance with HKFRSs. Y ou should read the entire
Accountants’ Report and not merely rely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that
reflect the current views with respect to future events and financial performance. These
statements are based on assumptions and analyses made by us in light of our
experience and perception of historical trends, current conditions and expected future
developments, as well as other factors that we believe are appropriate under the
circumstances. However, whether the actual outcome and developments will meet our
expectations and predictions depends on a number of risks and uncertainties over
which we do not have control. For details, see “Forward-looking Statements” and
“Risk Factors.” Unless the content otherwise requires, reference to “2023,” “2024” or
“2025” refers to our financial year ended December 31 of such year.
OVERVIEW
We have created an intelligent robotics infrastructure focusing on visual perception and
empowering various robotics applications, offering visual perception products and complete
intelligent robot products tailored for emerging scenarios.
We achieved rapid revenue growth during the Track Record Period. Our revenue
increased from RMB276.6 million in 2023 to RMB467.3 million in 2024, and further to
RMB747.8 million in 2025, representing a CAGR of 64.4% from 2023 to 2025. We had net
losses of RMB68.5 million, RMB56.5 million and RMB62.5 million in 2023, 2024 and 2025,
with a net loss margin of 24.8%, 12.1% and 8.4%, respectively. We also use adjusted net loss
(non-HKFRS measure) to facilitate assessment of our operating performance. During the Track
Record Period, our adjusted net loss (non-HKFRS measure) of RMB55.8 million, RMB44.7
million and RMB26.1 million in 2023, 2024 and 2025.
BASIS OF PRESENTATION
Our historical financial information has been prepared in accordance with HKFRS
Accounting Standards, issued by the HKICPA. The historical financial information has been
prepared under the historical cost convention, except for certain financial instruments which
have been measured at fair value.
The preparation of the historical financial information in conformity with HKFRS
Accounting Standards requires the use of certain critical accounting estimates. It also requires
management to exercise its judgment in the process of applying our accounting policies. The
areas involving a higher degree of judgment or complexity, or areas where assumptions and
estimates are significant to the historical financial information are disclosed in Note 3 to the
Accountants’ Report included in Appendix I to this prospectus.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
The success and growth of our business depend on many factors. While each of these
factors presents significant opportunities for our business, they also pose important challenges
that we must successfully address to optimize our results of operations and sustain our growth.
FINANCIAL INFORMATION
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Our Ability to Successfully Solidify our Visual Perception Product Portfolio and
Introduce Complete Intelligent Robot Products
According to CIC, the global intelligent robot visual perception technology market is
highly competitive. The success of our business depends on our ability to develop competitive
visual perception products, including sensors and algorithm modules, and comprehend
downstream customer demands. During the Track Record Period, we generated most of our
revenue from sales of visual perception products, which increased from RMB274.2 million in
2023 to RMB439.3 million in 2024 and further to RMB606.5 million in 2025. The increase was
mainly due to the increase in the shipment volume of our products resulting from our business
expansion.
Our complete intelligent robotic products such as intelligent robotic lawn mowers have
enhanced our brand recognition in the PRC and brand presence in global markets. In 2023, we
launched our first-generation robot lawn mowers and quickly iterated to the second-generation
intelligent robot lawn mowers. As a result, our revenue generated from this segment increased
significantly from RMB63,000 in 2023 to RMB23.3 million in 2024, accounting for 5.0% of
our total revenue in 2024. In 2024, we achieved sales of first-generation of intelligent robot
lawn mowers exceeding 10,000 units. Our sales of robot lawn mowers surged in 2025,
achieving significant increase in revenue from RMB23.3 million in 2024 to RMB136.9 million
in 2025. According to CIC, the global market for intelligent robot lawn mowers holds
substantial potential, particularly in view of a penetration rate of less than 2.0% in 2024. We
anticipate that revenue from robot lawn mowers will continue to grow in the coming years,
supported by increased investments in overseas market promotion and the establishment of
local teams. Our ability to stay ahead of market trends, rapidly iterate our products and expand
application scenarios will be critical factors influencing our future results of operation and
financial condition.
Our Ability to Deepen Relationships with Existing Customers and Expand Our Customer
Base
Our future growth depends on our ability to maintain and deepen relationships with our
existing customers, as well as our ability to expand our customer base. During the Track
Record Period, our customers are mostly robotics manufacturers. For the years ended
December 31, 2023, 2024 and 2025, the revenue from our five largest customers for the
respective years in aggregate was RMB180.1 million, RMB253.5 million and RMB371.8
million, respectively, representing 65.1%, 54.3% and 49.8% of our total revenue, respectively.
For details, see “Business—Our Customers.” Changes in relationship with our existing
customers may affect our results of operation and financial condition. We maintained close and
sustainable business relationships with our major customers, with our group customer retention
rate reaching 84.0%, 90.0% and 100.0% in 2023, 2024 and 2025, respectively. Leveraging our
solid technology and diverse visual perception products portfolio, we believe we will be able
to continue to deliver competitive visual perception products to our customers and further
enhance our cooperation with them. We are also dedicated to identifying and acquiring new
customers to expand our customer base. Leveraging our deep insights and strong R&D
capabilities in visual perception technology, we are committed to attracting new robotics
manufacturer customers with our innovative sensors and algorithm modules catering to end
users’ evolving needs. Additionally, we launched our own complete robot product in 2023.
Unlike our previous customer base, robot lawn mowers target overseas individual users. We
plan to carry out marketing activities in various overseas markets to promote our market share
of robot lawn mowers in the global market.
FINANCIAL INFORMATION
–2 1 1–


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Change in Revenue Mix
The revenue mix from our different product lines impacts our overall profitability. Due
to varying business characteristics, our sensors, algorithm modules and robot lawn mower
products exhibit distinct gross profit margin profiles. During the Track Record Period, sensors
achieved gross profit margins of 18.5%, 15.2% and 20.4% in 2023, 2024 and 2025,
respectively. Algorithm modules exhibited higher gross profit margins of 37.4%, 31.3% and
26.0% in the same periods. The robot lawn mower, which is a product with a higher gross profit
margin compared to our other product lines, commenced mass production only in 2024,
contributing a gross profit margin of 33.6% in that year following its earlier trial stage. In
2025, as sales of our second-generation robotic lawn mower increased as a proportion of total
sales, the gross profit margin for this product line rose to 42.3% in 2025. During the Track
Record Period, contributions from our algorithm modules, a business line with higher gross
profit margins, gradually declined as a proportion of total revenue. This decline was primarily
attributable to the substantial revenue growth from our sensors and robot lawn mowers during
the Track Record Period. Meanwhile, our robot lawn mowers, as a new high-margin product,
are expected to see increased contributions to overall revenue and profitability in the coming
years. Any further shift in the revenue mix among these product lines could significantly affect
our financial results and profitability.
Our Ability to Effectively Invest in Technology and Talent
Our financial performance is dependent on our ability to maintain our position in visual
perception technologies. Our market share is affected by our ability to maintain our position
in our product performance, which further depends on our effective investments in R&D. We
are committed to enhancing our visual perception technology and complete robot capabilities
through our investment in R&D, which we believe will further drive our future revenue growth.
It is essential that we continuously and effectively invest in technology and talent to develop
and introduce innovative solutions. We recorded research and development expenses of
RMB95.9 million, RMB94.9 million and RMB121.1 million in 2023, 2024 and 2025,
respectively. During the Track Record Period, relying on our cost control measures, we
maintained a stable level of research and development expenses, particularly in the employee
benefit expenses of our R&D team.
Seasonality
Our results of operations are affected by seasonal fluctuations in demand for our products,
as affected by market trends of the intelligent robot industry. Demand from our robotics
manufacturer customers tends to increase around major shopping events. In preparation for
these sales events, our robotics manufacturers customers typically stock up on inventory in
advance, leading to an increase in the shipment volume of our visual perception products. Due
to the concentration of global shopping events in the second half of the year, our shipment
volume generally increases, resulting in higher revenue during this period. As the revenue
contribution from our robot lawn mower business increases, our overall financial performance
become more exposed to its seasonality. For this business line, we typically record higher
revenue in the summer, when the demand for lawn mowing is at its peak. Such fluctuations are
seasonal in nature and thus quarterly or half-year results are not indicative of our results of
operations for the full year. For relevant risks, see “Risk Factors—Risks Relating to Our
Business and Industry—Our operations are subject to seasonal fluctuations.”
FINANCIAL INFORMATION
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--- page 222 ---
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
Below are accounting policies that we believe are of critical importance to us or involve
the most material estimates, assumptions and judgments used in the preparation of our financial
statements. We have also identified the accounting policies on impairment of financial assets,
provision for inventories and share-based payments as material to the preparation of our
financial statements. For further details, see Note 2 and 3 to the Accountants’ Report in
Appendix I to this prospectus.
Revenue Recognition
Revenue from contracts with customers
We recognize revenue from contracts with customers when control of goods or services
is transferred to the customers at an amount that reflects the consideration to which we expect
to be entitled in exchange for those goods or services.
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.
We recognize revenue from the sale of products at the point in time when control of the
product is transferred to the customer, generally upon delivery or acceptance of the products
as agreed in the sales contracts.
For some contracts, we receive a non-recurring engineering (“NRE”) payment before the
production of goods for the customers. Such NRE payment will be refunded to the customers
only if the production and sales volume over a specified period has achieved the agreed target.
The NRE payment is initially recognized as other payables of the Group and transferred to
contract liabilities when it is almost certain that the target cannot be met. It will be recognized
as revenue upon the completion of the contract obligations and when it is not refundable.
Impairment Testing of Certain Non-financial Assets
In accordance with IAS 36.12, we assess at the end of each reporting period whether there
are any indications that non-current assets (other than inventories, contract assets, deferred tax
assets, financial assets) may be impaired. If any such indication exists, we estimate the
recoverable amount of the assets.
In 2023, 2024 and 2025, we recorded net losses of RMB68.5 million, RMB56.5 million
and RMB62.5 million, respectively. We recorded losses were mainly due to the fact that the
development of robot lawn mowers was still in the ramp-up phase and that we have invested
resources in exploring and developing robot lawn mowers. In view of such prolonged period
of overall losses, there are indications of impairment.
In accordance with IAS 36, we performed impairment tests at each period-end on
non-current assets (primarily including property, plant and equipment, right-of-use assets,
intangible assets, and other non-current assets) that show indications of impairment and
estimate the recoverable amount of the non-current asset. The recoverable amount is
determined for the cash-generating unit (“CGU”) to which the asset belongs.
FINANCIAL INFORMATION
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--- page 223 ---
We are primarily engaged in product design, development and vertical-scenario
innovation and have developed capabilities from underlying R&D technologies to advanced
application implementations in the field of intelligent robots. The Group is highly centralized
managed and our activities including research and development, procurement, manufacture and
production, sales are all governed and managed in headquarter and we only have one operating
segment. The non-current assets other than financial assets mainly include manufacturing
factories, plant and machinery and leased properties. The entities that hold these assets are
highly inter-related and cannot be considered to generate cash inflows that are largely
independent of each other. Therefore, non-current assets, other than financial assets located in
different entities, are all allocated to the whole Group which is defined as the CGU that
generates cash flows that are largely independent for impairment testing.
The recoverable amount of the CGU is determined based on a value in use calculation
using cash flow projections based on financial budgets approved by the management. The
budgeted sales and margins are estimated based on historical information achieved and the
expected market development. The discount rates used reflect specific risks relating to the
Group. According to the impairment test results, the recoverable amount of the CGU was larger
than the carrying amount of the non-current assets at the end of each reporting period, thus no
impairment was required.
For details of impairment testing for non-financial assets, see Note 14 in Appendix I to
this prospectus.
RESULTS OF OPERATIONS
The following table summarizes our results of operations for the years indicated:
Y ear ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(205,453) (74.3) (376,028) (80.5) (555,828) (74.3)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,109 25.7 91,317 19.5 191,945 25.7
Other income and gains /H1118/H1118/H1118/H111821,922 7.9 20,258 4.3 21,442 2.9
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,272) (7.7) (31,427) (6.7) (81,201) (10.9)
Administrative expenses /H1118/H1118/H1118/H1118(40,831) (14.8) (36,925) (7.9) (69,458) (9.3)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95,940) (34.7) (94,857) (20.3) (121,121) (16.2)
Impairment losses on
financial assets, net /H1118/H1118/H1118/H1118/H1118(2,402) (0.9) (4,312) (0.9) (2,177) (0.3)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(143) (0.1) (68) (–*) (1,587) (0.2)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(934) (0.3) (469) (0.1) (344) (–*)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– ––
Loss for the year/period /H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
FINANCIAL INFORMATION
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--- page 224 ---
Y ear ended December 31,
2023 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentages)
Loss for the year/period
attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118(68,491) (24.8) (56,483) (12.1) (62,501) (8.4)
* Less than 0.1.
NON-HKFRS MEASURES
To supplement our consolidated financial statements, which are presented in accordance
with HKFRS, we also use adjusted net loss and adjusted net loss margin as additional financial
measures, which are not required by, or presented in accordance with HKFRS. We believe these
non-HKFRS measures, when shown in conjunction with the corresponding HKFRS measures,
facilitate comparisons of operating performance from period to period and company to
company and provide useful information to investors and others in understanding and
evaluating our consolidated results of operations in the same manner as they help our
management. However, our presentation of adjusted net loss may not be comparable to
similarly titled measures presented by other companies. The use of these non-HKFRS measures
has limitations as an analytical tool, and you should not consider them in isolation from, or as
a substitute for an analysis of, our results of operations or financial condition as reported under
HKFRS. We define adjusted net loss as net loss for the year adjusted by adding back
equity-settled share-based payment expenses and listing expenses related to the Global
Offering and adjusted net loss margin as adjusted net loss divided by revenue. The adjustments
have been consistently made during the Track Record Period.
The following table reconciles our adjusted net loss for the years indicated with our net
loss, or loss for the periods presented in accordance with HKFRS:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Add:
Equity-settled share-based payment
expenses (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,715 11,808 22,768
Listing expenses related to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,644
Adjusted net loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(55,776) (44,675) (26,089)
Adjusted net loss margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20.2)% (9.6)% (3.5)%
Notes:
(1) Equity-settled share-based payment expense is a non-cash expense arising from granting share-based
awards to selected employees. It mainly represents the arrangement that we receive services from
employees as consideration for our equity instruments. Share-based payment is not expected to result
FINANCIAL INFORMATION
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--- page 225 ---
in future cash payments. Share-based payment is recorded under our selling and marketing expenses,
administrative expenses and research and development expenses, and equity-settled share-based
payment expenses in the above table represents the sum of that recorded under each type of such
expenses.
(2) Adjusted net loss margin equals adjusted net loss for the year divided by revenue for the year and
multiplied by 100%.
DESCRIPTION OF KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we generated revenue primarily from the sales of visual
perception products and robot lawn mowers. The following table sets forth a breakdown of our
revenue by business line for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Visual Perception
Products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 60.5 340,572 72.9 434,683 58.1
Algorithm modules /H1118/H1118/H1118106,858 38.6 98,706 21.1 171,769 23.0
274,155 99.1 439,278 94.0 606,452 81.1
Robot lawn mowers /H1118/H1118/H1118/H111863 – * 23,272 5.0 136,896 18.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,344 0.8 4,795 1.0 4,425 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
Note:
(1) Others mainly refer to revenue generated from the sales of spare parts and consumables.
* Less than 0.1.
Our revenue increased from RMB276.6 million in 2023 to RMB467.3 million in 2024,
and further to RMB747.8 million in 2025, representing a CAGR of 64.4% from 2023 to 2025,
which generally reflects the increase in the shipment volume of our products resulting from our
business expansion.
Our revenue from the sales of sensors increased from 2023 to 2024 as a proportion of our
total revenue, while the contribution from algorithm modules declined during the same period,
primarily due to a decrease in the unit price of algorithm modules throughout the same period,
despite an increase in order volume, which led to an overall reduction in revenue from this
segment. The revenue from the sales of robot lawn mowers increased to account for 5.0% of
our revenue in 2024, following the commencement of the mass production and sales of these
products. Our sales of robot lawn mowers surged in 2025, achieving significant increase in
revenue from RMB23.3 million in 2024 to RMB136.9 million in 2025, accounting for 5.0% and
18.3% of our total revenue, respectively.
FINANCIAL INFORMATION
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--- page 226 ---
In each year of 2023, 2024 and 2025, substantially of our revenue were generated from
mainland China. The following table sets forth our revenue by geographical locations for the
years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275,851 99.7 448,781 96.0 610,275 81.6
Overseas
– Europe
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 0.01 4,988 1.1 86,094 11.5
– North America /H1118/H1118/H1118/H1118/H1118/H1118/H1118420 0.2 3,272 0.7 23,166 3.1
– Asia (excluding
mainland China) /H1118/H1118/H1118/H1118/H1118/H1118139 0.1 10,248 2.2 26,811 3.6
– Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116 0.04 56 0.01 1,427 0.2
711 0.3 18,564 4.0 137,498 18.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 100.0 467,345 100.0 747,773 100.0
Notes:
(1) The relatively large amount of revenue generated from Europe is due to the inclusion of numerous
countries within the region. During the Track Record Period, no individual country in Europe
constituted a material portion of our total revenue.
(2) Others include South America and Oceania.
* Less than 0.1.
In 2023, we generated minimal revenue overseas, primarily from the limited sales of our
visual perception products. Since 2024, the proportion of our revenue generated overseas has
increased, mainly due to the mass production and sales of our robot lawn mower products in
international markets.
The following table sets forth a breakdown of our revenue generated from visual
perception products by applications during the Track Record Period.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
By applications
Household /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268,710 434,491 589,569
Commercial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,034 1,932 11,990
Industrial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,409 740 1,475
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,003 2,115 3,418
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/H1118274,155 439,278 606,452
FINANCIAL INFORMATION
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Cost of Sales
Our cost of sales primarily consists of (i) direct materials, including electronic
components, optical components and structural components, (ii) direct labor costs, (iii)
manufacturing overhead, mainly comprising indirect production costs such as salaries of
production management personnel, plant rent and utility expenses and (iv) subcontracted
processing costs. The following table sets forth a breakdown of our cost of sales by nature for
the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Direct materials /H1118/H1118/H1118/H1118160,684 78.2 291,600 77.5 419,695 75.5
Direct labor costs /H1118/H111818,546 9.0 33,068 8.8 44,665 8.0
Manufacturing
overhead /H1118/H1118/H1118/H1118/H1118/H1118/H111820,207 9.8 33,043 8.8 46,581 8.4
Subcontracted
processing costs /H1118/H11186,016 3.0 18,316 4.9 44,887 8.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,453 100.0 376,028 100.0 555,828 100.0
Our cost of sales accounted for 74.3%, 80.5% and 74.3% of our revenue in 2023, 2024
and 2025, respectively. Throughout the Track Record Period, the procurement costs of direct
materials increased mainly in line with our revenue growth, and such increases were primarily
attributable to the increases in the delivered volume of our visual perception products and the
mass production of our robot lawn mowers in 2024.
Our cost of sales primarily relates to the costs incurred to deliver our visual perception
products and robot lawn mowers. The cost of sales for each of our major business lines is
therefore largely affected by changes in the volume of such products delivered in a particular
period. The following table sets forth a breakdown of our cost of sales by business line for the
years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Visual Perception
Products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,303 66.3 288,883 76.9 345,939 62.2
Algorithm modules /H1118/H1118/H111866,903 32.6 67,844 18.0 127,138 22.9
203,206 98.9 356,727 94.9 473,077 85.1
Robot lawn mowers /H1118/H1118/H1118/H1118/H111832 –* 15,464 4.1 78,964 14.2
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,215 1.1 3,837 1.0 3,787 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,453 100.0 376,028 100.0 555,828 100.0
Note:
* Less than 0.1.
FINANCIAL INFORMATION
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--- page 228 ---
Gross Profit and Gross Profit Margin
The following table sets forth our gross profit and gross margins by business line for the
years indicated.
Y ear ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin Gross profit
Gross
profit
margin
(RMB in thousands, except for percentages)
Visual Perception
Products
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,994 18.5 51,689 15.2 88,744 20.4
Algorithm modules /H1118/H1118/H111839,955 37.4 30,862 31.3 44,631 26.0
70,949 25.9 82,551 18.8 133,375 22.0
Robot lawn mowers /H1118/H1118/H1118/H1118/H111831 49.2 7,808 33.6 57,932 42.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129 5.5 958 20.0 638 14.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,109 25.7 91,317 19.5 191,945 25.7
Note:
(1) Others mainly refer to gross profit and gross margin of the sales of spare parts and consumables. These
activities contributed an insignificant portion of our revenue during the Track Record Period. The gross
profit and gross margin of others fluctuated significantly during the Track Record Period, as we
performed the relevant sales only based on demand from customer.
The following table sets forth our gross profit and gross profit margins by geographical
locations, for the years indicated.
Y ear ended December 31,
2023 2024 2025
Gross Profit
Gross
profit
margin Gross Profit
Gross
profit
margin Gross Profit
Gross
profit
margin
(RMB in thousands, except for percentages)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,501 25.6 83,764 18.7 135,037 22.1
Overseas
– Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 75.0 2,956 59.3 37,779 43.9
– North America /H1118/H1118/H1118/H1118/H1118/H1118/H1118409 97.4 1,843 56.3 13,457 58.1
– Asia (excluding
mainland China) /H1118/H1118/H1118/H1118/H1118/H111898 70.5 2,707 26.4 5,136 19.2
– Others
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 63.8 47 83.9 536 37.6
Overseas subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118608 85.5 7,553 40.7 56,908 41.4
Note:
(1) Others include South America and Oceania.
During the Track Record Period, our gross profit margin from overseas was significantly
higher than that from mainland China, primarily due to (i) the higher gross margins from
sporadic sales of visual perception products overseas compared to large-scale deliveries in
China, and (ii) the commencement of mass production and overseas sales of our higher-margin
robot lawn mower products since 2024. In particular, our gross profit margin generated from
FINANCIAL INFORMATION
– 219 –


--- page 229 ---
Europe decreased from 59.3% in 2024 to 43.9% in 2025, primarily because we began offline
sales in Europe in 2025, which had a lower gross profit margin compared to online sales. Our
gross profit margin generated from North America increased from 56.3% in 2024 to 58.1% in
2025, primarily due to our increased sales of second-generation robot lawn mowers targeting
larger lawns, which had a higher gross profit margin.
Selling and Marketing Expenses
Our selling and marketing expenses primarily consist of (i) employee benefit expenses,
(ii) marketing expenses, (iii) equity-settled share-based payment expenses, (iv) professional
service fees, and (v) travel and entertainment expenses. The following table sets forth a
breakdown of our selling and marketing expenses for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,070 61.4 15,758 50.1 26,799 33.0
Marketing expenses /H1118/H1118/H1118/H1118/H11181,346 6.3 5,693 18.2 31,715 39.1
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11182,843 13.4 3,228 10.3 3,381 4.2
Professional service fees /H1118 1,502 7.1 2,652 8.4 13,047 16.1
Travel and entertainment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,083 9.8 2,423 7.7 4,431 5.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118428 2.0 1,673 5.3 1,828 2.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,272 100.0 31,427 100.0 81,201 100.0
Our selling and marketing expenses were RMB21.3 million, RMB31.4 million and
RMB81.2 million in 2023, 2024 and 2025, respectively, representing 7.7%, 6.7% and 10.9% of
our total revenue, respectively. Our selling and marketing expenses increased consistently
during the Track Record Period, primarily due to the expansion of our marketing team and our
continuous investment in promotional activities, in line with our business growth.
Administrative Expenses
Our administrative expenses primarily consist of (i) employee benefit expenses,
(ii) equity-settled share-based payment expenses, (iii) taxes and surcharges, (iv) depreciation
and amortization of office equipment, (v) rent and renovation expenses, (vi) service fees, and
(vii) office expenses. The following table sets forth a breakdown of our administrative
expenses for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,730 58.1 21,743 58.9 23,647 34.0
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11187,269 17.8 4,469 12.1 13,144 18.9
Taxes and surcharges /H1118/H1118/H1118/H11181,531 3.8 2,408 6.5 5,593 8.1
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,927 4.7 2,077 5.6 2,339 3.4
FINANCIAL INFORMATION
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--- page 230 ---
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Rent and renovation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,216 5.4 1,924 5.2 1,924 2.8
Service fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,939 4.8 1,682 4.6 4,099 5.9
Listing expenses related
to the Global Offering /H1118 – – – – 13,644 19.6
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,353 3.3 1,584 4.3 2,396 3.4
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118866 2.1 1,038 2.8 2,672 3.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,831 100.0 36,925 100.0 69,458 100.0
Our administrative expenses were RMB40.8 million, RMB36.9 million and RMB69.5
million in 2023, 2024 and 2025, respectively, representing 14.8%, 7.9% and 9.3% of our
revenue, respectively. Our administrative expenses decreased from 2023 to 2024, primarily due
to our continued efforts to improve our administrative efficiency. Our administrative expenses
increased from 2024 to 2025, primarily due to the listing expenses related to the Global
Offering incurred in relation to our proposed Listing in 2025.
Research and Development Expenses
Our research and development expenses primarily consist of (i) employee benefit
expenses, (ii) material consumption, (iii) equity-settled share-based payment expenses, (iv)
R&D support expenses, (v) travel and entertainment expenses, and (vi) depreciation and
amortization. The following table sets forth a breakdown of our research and development
expenses for the years indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,162 86.7 80,377 84.7 101,111 83.5
Material consumption /H1118/H1118/H11183,327 3.4 3,033 3.2 4,847 4.0
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H11182,602 2.7 4,111 4.3 6,243 5.2
R&D support expenses /H1118/H11182,167 2.3 2,345 2.5 3,130 2.6
Travel and entertainment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,865 1.9 2,196 2.3 2,084 1.7
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,872 2.0 2,087 2.2 2,403 2.0
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118945 1.0 708 0.8 1,303 1.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,940 100.0 94,857 100.0 121,121 100.0
Our research and development expenses were RMB95.9 million, RMB94.9 million and
RMB121.1 million in 2023, 2024 and 2025, respectively, representing 34.7%, 20.3% and
16.2% of our revenue, respectively. Our research and development expenses decreased as a
percentage of our revenue during the Track Record Period, primarily attributable to the rapid
increase in revenue and the improvement in R&D efficiency.
FINANCIAL INFORMATION
– 221 –


--- page 231 ---
Other Income and Gains
Our other income and gains primarily consists of (i) government grants, representing the
financial subsidies from the local government to support high-tech and emerging industries, (ii)
interest income from certificate of deposits, and (iii) investment income from financial assets
at fair value through profit or loss in relation to our investment in wealth management
products. The following table sets forth a breakdown of our other income and gains for the
years indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Other income
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,046 10,260 14,393
Interest income from certificate of
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,016 7,257 4,222
Investment income from financial
assets at fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,362 1,804 159
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,623 624 2,224
Penalty income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,297 – –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118367 237 280
Gains
Foreign exchange differences, net /H1118/H1118/H11187 63–
Gain on disposal of items of right of
use /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 152
Fair value gains on financial assets at
fair value through profit or loss /H1118/H1118/H1118135 73 12
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/H111821,922 20,258 21,442
Our bank interest income decreased from RMB1.6 million 2023 to RMB0.6 million in
2024, primarily due to (i) a decrease in the average level of our bank deposits in 2024, and (ii)
a decrease in bank deposit interest rates. Our bank interest income then increased to RMB2.2
million in 2025, primarily due to (i) an increase in the average level of our bank deposits in
2025 as compared to 2024 and (ii) an increase in our higher-yielding foreign currency deposits.
We recorded penalty income of RMB2.3 million in 2023, reflecting a one-off penalty
payment received from a customer who canceled their order after we had commenced
production. Following negotiations, we entered into a separate order cancellation agreement
with the customer, pursuant to which the customer compensated us for the amount of obsolete
materials arising from the fulfillment of the order. Such compensation was received in full in
October 2023.
Net Impairment Losses on Financial Assets
Our net impairment losses on financial assets primarily represent provisions or reversals
related to trade receivables overdue from customers. Our net impairment losses on financial
assets increased from RMB2.4 million in 2023 to RMB4.3 million, in 2024, primarily
attributable to the increase in year-end trade receivables balances, which was in line with our
revenue growth. Our net impairment losses on financial assets then decreased to RMB2.2
million in 2025, primarily due to a specific provision for one customer in 2024 as a result of
financial concerns. In 2025, provisions were made proportionally based on the standard rate for
trade and bills receivable, with no special provision for that customer.
FINANCIAL INFORMATION
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--- page 232 ---
Income Tax Expense
In 2023, 2024 and 2025, we did not incur any income tax expense, as we were in net loss
positions.
We are subject to income tax based on profits generated in the jurisdictions where we
operate. We are incorporated in the PRC, where the Enterprise Income Tax (“ EIT”) is charged
at a statutory rate of 25% of the assessable profits. Our Company was recognized as a national
High and New Technology Enterprise (“ HNTE ”) in during the Track Record Period, and hence
has been entitled to a preferential income tax rate of 15%.
Our subsidiary incorporated in Hong Kong is subject to the two-tiered profits tax rates
regime on assessable profits arising in Hong Kong. The first HK$2.0 million of assessable
profits earned by the company during the year is taxed at a profits tax rate of 8.25%, while the
remaining assessable profits are taxed at 16.5%.
For details, see Note 11 to the Accountants’ Report in Appendix I to this prospectus.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our revenue increased by 60.0% from RMB467.3 million in 2024 to RMB747.8 million
in 2025. The increase was primarily driven by the following:
 Revenue from our sales of visual perception products increased by 38.1% from
RMB439.3 million in 2024 to RMB606.5 million in 2025, primarily due to increases
in revenue from sales of sensors of RMB94.1 million driven by the rapid expansion
of the downstream market during the period, which resulted in increased demand
from our customers, and revenue from our sales of algorithm modules of RMB73.1
million, due to the commencement of mass production projects by several key
customers. In addition, our shipment volume and market share for sensor products
further improved, leading to a notable increase in segment revenue.
 Revenue from our sales of robot lawn mowers increased significantly from
RMB23.3 million in 2024 to RMB136.9 million in 2025, primarily driven by our
continued investment in marketing, expansion of online direct sales channels and the
launch of our second-generation products.
Cost of Sales
Our cost of sales increased by 47.8% from RMB376.0 million in 2024 to RMB555.8
million in 2025, mainly in line with the increase in our revenue. In particular, our
subcontracted processing costs increased by 145.4% from RMB18.3 million to RMB44.9
million, primarily attributable to the rapid increase in shipment volume of our visual perception
and robot lawn mower products. At present, all of our robot lawn mowers are assembled by
third-party manufacturers. Accordingly, any increase in the shipment volume of robot lawn
mowers directly leads to a rise in our subcontracted processing costs.
 Our cost of sales for visual perception products increased by 32.6% from RMB356.7
million in 2024 to RMB473.1 million in 2025, primarily due to the increase in
shipment volume of our products.
FINANCIAL INFORMATION
– 223 –


--- page 233 ---
 Our cost of sales for robot lawn mowers increased significantly from RMB15.5
million in 2024 to RMB79.0 million in 2025, in line with the rapid increase in the
shipment volume of our robot lawn mowers.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased significantly from RMB91.3
million in 2024 to RMB191.9 million in 2025.
Our gross profit margin increased from 19.5% in 2024 to 25.7% in 2025, primarily
attributable to the increase in the revenue contribution from our robot lawn mower business
with relatively higher gross profit margins.
 Our overall gross profit margin of sales of visual perception products increased from
18.8% in 2024 to 22.0% in 2025. Specifically, the gross profit margin of sensors
increased from 15.2% in 2024 to 20.4% in 2025, primarily due to a higher
proportion of sales from our DTOF LiDAR products, which carry a higher gross
profit margin. By contrast, the gross profit margin of algorithm modules decreased
from 31.3% in 2024 to 26.0% in 2025, mainly as a result of mass production for key
customer projects in 2025, which had a lower gross profit margin compared to other
customers. This project is our first mass-produced algorithms module offering with
this key account customer. To secure this customer and establish a long-term
strategic partnership, we offered it a price discount of approximately 20%. We
recorded RMB63.5 million revenue of algorithm module from this customer in 2025,
representing approximately 37.0% of our total revenue from algorithm module in the
same period.
 Gross profit margin of our sales of robot lawn mowers increased from 33.6% in 2024
to 42.3% in 2025, primarily attributable to an increased revenue contribution from
our second-generation products with higher gross profit margin compared to our
first-generation products.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 158.6% from RMB31.4 million in 2024
to RMB81.2 million in 2025, primarily due to (i) an increase in marketing expenses in relation
to our online and offline marketing activities for our robot lawn mowers, (ii) an increase in
employee benefit expenses attributable to the expansion of our marketing team, and (iii) an
increase in professional service fees mainly represented by increased commission fees paid to
e-commerce platforms, as a result of higher sales volumes generated through these online
channels.
Administrative Expenses
Our administrative expenses increased by 88.3% from RMB36.9 million in 2024 to
RMB69.5 million in 2025, primarily due to the listing expenses related to the Global Offering
incurred in 2025, representing the professional service fees in relation to our proposed Listing.
Research and Development Expenses
Our research and development expenses increased by 27.6% from RMB94.9 million in
2024 to RMB121.1 million in 2025, primarily due to the increase in our employee benefit
expenses as the expansion of our R&D team for robot lawn mower development.
FINANCIAL INFORMATION
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Other Income and Gains
Our other income and gains increased by 5.4% from RMB20.3 million in 2024 to
RMB21.4 million in 2025, primarily attributable to our receipt of “Little Giant” enterprise
special subsidy of RMB2.9 million in 2025.
Net impairment losses on financial assets
Our impairment losses on financial assets decreased from RMB4.3 million in 2024 to
RMB2.2 million in 2025, primarily due to a specific provision for one customer in 2024 as a
result of financial concerns. In 2025, provisions were made proportionally based on the
standard rate for trade and bills receivable, with no special provision for that customer.
Loss for the Y ear
As a result of the foregoing, our loss for the year increased by 10.6% from RMB56.5
million in 2024 to RMB62.5 million in 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue increased by 69.0% from RMB276.6 million in 2023 to RMB467.3 million
in 2024. The increase was primarily driven by the following:
 Revenue from our sales of visual perception products increased by 60.2% from
RMB274.2 million in 2023 to RMB439.3 million in 2024, primarily due to an
increase in revenue from sales of sensors of RMB173.3 million driven by additional
orders in 2024. The growth was partially offset by a decrease in revenue from our
sales of algorithm modules of RMB8.2 million, due to the decrease in unit price of
our algorithm modules as we adopted a price-for-market strategy to maintain
competitiveness and capture market share, despite an increase in shipment volume.
 Revenue from our sales of robot lawn mowers increased significantly from
RMB63,000 in 2023 to RMB23.3 million in 2024, primarily because we only did
small-scale trial production and initial market rollout of this new product line of
robot lawn mowers in 2023, with very limited sales that year, and the commenced
mass production and sales in 2024.
Cost of Sales
Our cost of sales increased by 83.0% from RMB205.5 million in 2023 to RMB376.0
million in 2024, mainly in line with the increase in our revenue.
 Our cost of sales for visual perception products increased by 75.5% from RMB203.2
million in 2023 to RMB356.7 million in 2024, primarily due to the increase in
shipment volume of our products.
 Our cost of sales for robot lawn mowers increased significantly from RMB32,000 in
2023 to RMB15.5 million in 2024, primarily due to the transition from small-scale
trial production and initial market rollout in 2023 to mass production and sales of
our robot lawn mowers in 2024.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 28.4% from RMB71.1 million
in 2023 to RMB91.3 million in 2024.
Our gross profit margin decreased from 25.7% in 2023 to 19.5% in 2024, primarily
attributable to the decrease in the revenue contribution from our business with relatively higher
gross profit margins.
 Our gross profit margin of sales of visual perception products decreased from 25.9%
in 2023 to 18.8% in 2024, primarily because our triangulation LiDAR products, for
which our technological advantages were less significant, accounted for a relatively
large proportion of our revenue from visual perception products in 2024. We
proactively adopted a price-for-market strategy and lowered our unit prices in order
to maintain our market share in the household service robot segment. According to
CIC, our price reduction was consistent with overall market trends.
 Our gross profit margin of sales of robot lawn mowers decreased from 49.2% in
2023 to 33.6% in 2024, primarily attributable to the commencement of mass
production and sales in 2024, which stabilized the gross margin for this product line
as operations scaled up. In 2023, we only sold 23 units of the prototype of
first-generation robot lawn mowers, with an approximately 15.0% higher price as
compared to the price after mass production. As such, our gross profit margin of
robot lawn mowers was higher in 2023.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 47.4% from RMB21.3 million in 2023
to RMB31.4 million in 2024, primarily due to (i) an increase in marketing expenses in relation
to increased promotional efforts to market our new products, particularly the robot lawn
mowers, and (ii) an increase in employee benefit expenses attributable to the expansion of our
marketing team in line with our business growth.
Administrative Expenses
Our administrative expenses decreased from RMB40.8 million in 2023 to RMB36.9
million in 2024, primarily due to the decreases in employee benefit expenses and equity-settled
share-based payment expenses as the improved operational efficiency of our administrative
team, partially offset by an increase in taxes and surcharges in line with our business
expansion.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB95.9 million
and RMB94.9 million in 2023 and 2024, respectively.
Other Income and Gains
Our other income and gains decreased slightly from RMB21.9 million in 2023 to
RMB20.3 million in 2024, primarily attributable to (i) a decrease in penalty income of RMB2.3
million, reflecting a one-off penalty payment received from a defaulting customer in 2023, and
(ii) a decrease in bank interest income of RMB1.0 million due to the decreased interest rate.
FINANCIAL INFORMATION
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Net impairment losses on financial assets
Our impairment losses on financial assets increased from RMB2.4 million in 2023 to
RMB4.3 million in 2024, primarily due to the increase in year-end trade receivables balances,
which in line with our revenue growth.
Loss for the Y ear
As a result of the foregoing, our loss for the year decreased by 17.5% from RMB68.5
million in 2023 to RMB56.5 million in 2024.
DISCUSSION OF CERTAIN KEY ITEMS FROM CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
Property, Plant and Equipment
Our property, plant and equipment mainly consist of machinery and equipment, motor
vehicles, office equipment and fixtures, leasehold improvement and construction in progress.
Our property, plant and equipment increased from RMB26.8 million as of December 31, 2023
to RMB30.1 million as of December 31, 2024, primarily due to the increase in our machinery
and equipment for manufacturing in line with our business expansion. Our property, plant and
equipment then decreased to RMB29.6 million as of December 31, 2025, primarily because
some of our mould assets were reclassified as assets held for sale in preparation for their
disposal.
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets primarily consist of (i) certificate of
deposits, (ii) value-added tax recoverable, (iii) other receivables and (iv) prepayments. The
following table sets forth a breakdown of our prepayments, other receivables and other assets
as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current
Certificate of deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,137 110,667 –
Other receivables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,713 2,077 3,037
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,717 1,263 780
Prepayments for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118346 1,225 2,322
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95) (258) (152)
158,818 114,974 5,987
Current
Certificate of deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,516 160,337 41,461
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,253 13,314 36,441
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,320 8,425 3,888
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118892 3,442 6,203
Assets classified as held for sale /H1118/H1118/H1118/H1118/H1118– – 5,719
Deferred listing expenses related to the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,898
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 155
FINANCIAL INFORMATION
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As of December 31,
2023 2024 2025
(RMB in thousands)
Contract costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,367 835 388
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(169) (23) (554)
113,179 186,330 96,599
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/H1118271,997 301,304 102,586
Our prepayments, other receivables and other assets increased from RMB272.0 million in
2023 to RMB301.3 million in 2024, primarily due to the continued increase in certificate of
deposits, representing an increase in the balance of our large-denomination bank certificates of
deposit as we reallocated our cash from normal bank deposits to deposit products with
higher-yield. Our prepayments, other receivables and other assets then decreased to RMB102.6
million as of December 31, 2025, primarily due to the decrease in certificate of deposits,
representing the decrease in the balance of our large-denomination bank certificates of deposit
attributable to net cash outflows from our operating activities in 2025.
As of February 28, 2026, RMB9.8 million, or approximately 9.6%, of our prepayments,
other receivables and other assets as of December 31, 2025 had been subsequently settled.
Inventories
Our inventories primarily comprise (i) raw materials, (ii) work in progress, (iii) finished
goods, and (iv) goods in transit. The following table sets forth a breakdown of our inventories
as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,812 22,826 30,000
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,576 8,281 11,552
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,820 13,345 50,565
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,505 423 5,267
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/H111831,713 44,875 97,384
Our inventories increased from RMB31.7 million as of December 31, 2023 to RMB44.9
million as of December 31, 2024, primarily due to (i) an increase in raw materials of RMB9.0
million, and (ii) an increase in finished goods of RMB3.5 million in line with our increased
shipment volume in 2024. Our inventories increased from RMB44.9 million as of December
31, 2024 to RMB97.4 million as of December 31, 2025, primarily due to increased demand for
our robot lawn mowers in overseas markets. Given that shipments to overseas customers
generally involve longer transportation cycles, we needed to build up our inventory in advance
to ensure timely delivery and meet growing sales orders.
FINANCIAL INFORMATION
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As of December 31, 2023, 2024 and 2025, a substantial majority of our inventories
balance was aged within one year. The following table sets forth an aging analysis of our
inventories based on recognition date as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,383 44,460 97,211
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,828 1,703 1,660
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,711 242 326
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 191 105
36,923 46,596 99,302
Less: provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,210) (1,721) (1,918)
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/H111831,713 44,875 97,384
The following table sets forth our inventory turnover days for the years indicated:
Y ear ended December 31,
2023 2024 2025
(days)
Inventory turnover days (1). /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 37 47
Note:
(1) Inventory turnover days equal the average of opening balance and closing balance of the inventories for
relevant period divided by cost of sales for the same period and multiplied by the number of days during
such period, which is 365 days for one fiscal year.
Our inventory turnover days decreased from 66 days in 2023 to 37 days in 2024. The
decrease was primarily because we improved our inventory turnover efficiency. The main
measures that contributed to the improvement in our inventory turnover efficiency included (i)
incorporating the accuracy of sales forecasts and inventory turnover targets into the key
performance indicators for our sales, supply chain and finance teams to promote coordinated
and accountable management, (ii) implementing stringent inventory management policies
under which production or advance stocking is only permitted upon receipt of formal customer
orders or delivery schedules, (iii) adopting a classification system for raw materials and
applying differentiated inventory strategies based on material type, procurement cycle and
criticality to minimise inventory levels while ensuring timely supply, and (iv) establishing
regular monitoring and handling procedures for slow-moving inventory. Our inventory
turnover days increased from 37 days in 2024 to 47 days in 2025, primarily due to increased
demand for our robot lawn mowers in overseas markets. Overseas shipments require a longer
stocking period in order to ensure timely delivery to international customers.
As of February 28, 2026, RMB58.0 million, or approximately 59.6%, of our inventories
as of December 31, 2025 had been subsequently sold or utilized. The relatively low settlement
ratio for inventories as of December 31, 2025 was because our robot lawn mowers are delivered
to overseas customers by sea after completion of production, and therefore require
approximately three months for inventory build-up before delivery.
FINANCIAL INFORMATION
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Trade and Bills Receivables
Our trade and bills receivables represent amounts due from customers for goods sold or
services performed in our ordinary course of business. The following table sets forth our trade
and bills receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,409 163,440 156,051
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,509 5,212 8,336
Impairment for trade receivables /H1118/H1118/H1118/H1118/H1118/H1118(4,387) (8,317) (10,069)
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/H1118115,531 160,335 154,318
Our trade and bills receivables increased from RMB115.5 million as of December 31,
2023 to RMB160.3 million as of December 31, 2024, primarily due to our business growth
throughout the Track Record Period. Our trade and bills receivables decreased to RMB154.3
million as of December 31, 2025, primarily due to our improved collection efforts and
settlements from customers in 2025, despite the significant increase in revenue. Our bills
receivables represents the promissory notes and bills of exchange we received from our
customers. The changes in our bills receivables as of December 31, 2023, 2024 and 2025 were
primarily attributable to shifts in the payment settlement methods adopted by our customers.
The credit period that we granted to customers during the Track Record Period was 30 to
60 days after the date of V A T invoices. Our trade receivables are generally settled in line with
the terms of relevant contracts. During the Track Record Period, most of our trade receivables
were outstanding for less than one year. The following table sets forth an aging analysis of our
trade receivables, including related provision for impairment, based on recognition date as of
the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,865 150,628 143,135
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157 4,481 2,741
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14 106
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/H1118105,022 155,123 145,982
The following table sets forth the turnover days of our trade and bills receivables for the
years indicated.
Y ear ended December 31,
2023 2024 2025
(days)
Trade and bills receivables
turnover days (1). /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127 113 81
FINANCIAL INFORMATION
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Note:
(1) Trade and bills receivables turnover days equal the average of opening balance and closing balance of
trade and bills receivables for relevant period divided by total revenue for the same period and
multiplied by the number of days during such period, which is 365 days for one fiscal year.
Our trade and bills receivables turnover days decreased from 127 days in 2023 to 113 days
in 2024 and further to 81 days in 2025, primarily due to our strengthened customer
management and increased efforts in the collection of accounts receivable.
As of February 28, 2026, RMB88.3 million, or approximately 53.7%, of our trade and
bills receivables as of December 31, 2025 had been subsequently settled. The relatively low
settlement ratio for trade and bills receivables as of December 31, 2025 was because most of
such receivables had not yet fallen due as of February 28, 2026. In 2025, our trade and bills
receivables turnover days were 81 days, which was broadly in line with our standard credit
term of 90 days granted to our customers.
Debt Investments at Fair Value through other Comprehensive Income
Our debt investments at fair value through other comprehensive income (“FVOCI”)
represent our bank acceptance bills, which arise from our ordinary sales activities. These bills
are issued by our customers’ banks as settlement of trade receivables due to us, instead of our
customers paying us directly in cash. These bank acceptance bills are issued by reputable banks
in Chinese Mainland. We hold these bank acceptance bills mainly to collect the cash from the
banks when they mature, but we may also sell them before maturity if needed. In 2023, 2024
and 2025, our debt investments at FVOCI amounted to RMB7.2 million, RMB7.3 million and
RMB68.5 million, respectively. Our debt investments at FVOCI increased significantly from
RMB7.3 million as of December 31, 2024 to RMB68.4 million as of December 31, 2025,
primarily attributable to, (i) an increase in customer settlements, which was in line with our
revenue growth, (ii) a change in settlement method by certain major customers in 2025, who
started to settle their balances by bank acceptance notes instead of cash, and (iii) an increase
in the balance of bank acceptance notes to be used for settling payables to suppliers, resulting
from our use of such notes by way of endorsement to settle payables to suppliers, including a
sizable portion of payables settled in January 2026. See Note 23 to the Accountants’ Report of
the Group in the Appendix I to this prospectus for details.
Financial Assets at FVTPL
Our financial assets at FVTPL primarily represent our investments in wealth management
products, which mainly comprise principal-guaranteed, floating-rate structured deposits. See
Note 18 to the Accountants’ Report of the Group in Appendix I to this prospectus. Our financial
assets at FVTPL decreased from RMB106.1 million as of December 31, 2023 to RMB10.1
million as of December 31, 2024 primarily because interest rates on structured deposit products
declined rapidly in 2024, and we therefore allocated more funds to large-denomination
certificates of deposit with higher interest rates. Our financial assets at FVTPL increased to
RMB20.0 million as of December 31, 2025, primarily due to our purchase of new structured
deposit products in December 2025. The redeemed funds were either used for our business
operations or transferred into large-denomination certificates of deposit. See “—Prepayments,
Other Receivables and Other Assets” for the details of certificates of deposit.
We monitor and control our investment risks with a set of internal policies and guidelines
to manage our investments. Our current investments are principal-guaranteed wealth
management products, including large-denomination bank certificates of deposit and structured
deposits. In line with the company’s business objectives and budget, we annually present a
FINANCIAL INFORMATION
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--- page 241 ---
report detailing the proposed investment amount to both our Board for their consideration and
approval. Based on the approved investment quota, we will purchase wealth management
products with idle funds while ensuring sufficient working capital to meet business needs,
operating activities, R&D and capital expenditures, taking into account a number of factors
including the macro-economic environment, general market conditions, risk control, credit of
issuing financial institutions, our own working capital conditions, duration of the investment
and the expected profit or potential loss of the investment. Our finance department plays a
crucial role in proposing, analyzing and evaluating potential investments in wealth
management products. We strategically utilize our idle funds to invest in short-term wealth
management products offered by banks. To control our risk exposure, we have been, and will
continue to be, seeking other low-risk financial products. The purchase of relevant wealth
management products is subject to the necessary approvals from the chief financial officer and
the general manager of the Company before any investment within the approved limit can be
executed. After making an investment, we closely monitor its performance and fair value on
a regular basis. Our finance department will record details of each wealth management product,
including purchase amount, redemption and return. Our finance department will actively
monitor our expenditures and cash and bank balances. Upon the Listing, our investment in
wealth management products is subject to the compliance with Chapter 14 of the Listing Rules.
Trade and Bills Payables
Our trade and bills payables primarily represent amounts owed to our suppliers for goods
and services purchased. The following table sets forth our trade and bills payables as of the
dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,098 121,614 135,729
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 71,241 87,660
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/H111896,098 192,855 223,389
Our trade and bills payables increased from RMB96.1 million as of December 31, 2023
to RMB192.9 million as of December 31, 2024 and RMB223.4 million as of December 31,
2025, primarily due to an increase in our procurement of direct materials in line with our
business expansion. During the Track Record Period, our suppliers typically granted us a credit
period of 30 to 90 days after the date of the V A T invoices. The following table sets forth an
aging analysis of our trade and bills payables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,321 191,101 222,538
Over one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,777 1,754 851
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/H111896,098 192,855 223,389
FINANCIAL INFORMATION
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The following table sets forth the turnover days of our trade and bills payables for the
years indicated:
Y ear ended December 31,
2023 2024 2025
(days)
Trade and bills payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 140 137
Note:
(1) Trade and bills payables turnover days equal the average of the opening and closing balances of trade
and bills payables for relevant period divided by total cost of sales for the same period and multiplied
by the number of days during such period, which is 365 days for one fiscal year.
Our trade and bills payables turnover days increased from 125 days in 2023 to 140 days
in 2024. The slight increase was primarily due to our increased bargaining power with our
suppliers, driven by increased procurement volume in line with sales growth and longer-
standing supplier relationships, which enabled us to secure more favorable pricing and
payment terms, as suppliers were willing to accept longer payment cycle with us. Specifically,
during the Track Record Period, a number of suppliers agreed to extend 30 days beyond the
originally agreed payment terms. Our trade and bills payable turnover days decreased from 140
days in 2024 to 137 days in 2025, primarily due to the increased proportion of revenue
contributed by our robot lawn mower business line, the suppliers of which have a relatively
shorter history of cooperation with us and generally offer shorter average credit periods
compared to our visual perception product business line.
As of February 28, 2026, RMB102.6 million, or approximately 45.9%, of our trade and
bills payables as of December 31, 2025 had been subsequently settled.
Other Payables and Accruals
Our other payables and accruals primarily consist of payroll payables, payables for
purchase of property, plant and equipment and other payables. The following table sets forth
a breakdown of our other payables and accruals as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Current
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,056 25,165 30,973
Payables for property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,732 1,746 7,919
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,923 3,404 5,786
Other payables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,515 8,093 7,139
Refund liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 374
Payable for listing expenses related to
the Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,583
Advance receipts for the disposal of
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– – 3,366
30,226 38,408 57,140
FINANCIAL INFORMATION
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As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,424 1,113 994
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/H111831,650 39,521 58,134
Our other payables and accruals increased from RMB31.7 million as of December 31,
2023 to RMB39.5 million as of December 31, 2024, primarily due to an increase in our payroll
payables and the current portion of other payables and deposits. Our other payables and
accruals increased from RMB39.5 million as of December 31, 2024 to RMB58.1 million as of
December 31, 2025, primarily due to (i) an increase in payables for property, plant and
equipment of RMB6.25 million representing payables for newly purchased production molds
and other fixed assets, (ii) an increase in payroll payables of RMB5.8 million as a result of an
increase in the number of employees and the resulting higher accruals for salaries and year-end
bonuses.
As of February 28, 2026, RMB34.2 million, or approximately 58.8%, of our other
payables and accruals as of December 31, 2025 had been subsequently settled.
SHARE CAPITAL AND TOTAL EQUITY
Our share capital amounted to RMB30.0 million, RMB30.0 million and RMB30.0 million
as of December 31, 2023, 2024 and 2025, respectively.
In addition, our total equity amounted to RMB452.3 million, RMB407.6 million and
RMB368.0 million as of December 31, 2023, 2024 and 2025, respectively. In 2023, our total
equity decreased from RMB508.0 million as of January 1, 2023 to RMB452.3 million as of
December 31, 2023, primarily reflecting our loss for the year ended December 31, 2023 of
RMB68.5 million. Our total equity further decreased to RMB407.6 million as of December 31,
2024, primarily reflecting our loss for the year ended December 31, 2024 of RMB56.5 million.
Our total equity then decreased to RMB368.0 million as of December 31, 2025, primarily
reflecting our loss for the year ended December 31, 2025 of RMB62.3 million.
LIQUIDITY AND CAPITAL RESOURCES
Net Current Assets
The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31, As of
February 28,
20262023 2024 2025
(RMB in thousands)
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,713 44,875 97,384 136,078
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118115,531 160,335 154,318 166,982
FINANCIAL INFORMATION
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As of December 31, As of
February 28,
20262023 2024 2025
(RMB in thousands)
(unaudited)
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,238 7,289 68,449 30,711
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,179 186,330 96,599 134,346
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/H1118106,136 10,073 20,012 20,020
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 52,982 35,993
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111827,585 46,950 119,382 110,357
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,382 483,852 609,126 634,487
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H111896,098 192,855 223,389 254,694
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,376 2,225 9,912 25,368
Other payables and accruals /H1118/H1118/H1118/H111830,226 38,408 57,140 58,458
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,065 6,606 4,569 8,765
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378 1,877 2,861 3,003
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118139,143 241,971 297,871 350,288
Net Current Assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118262,239 241,881 311,255 284,199
Our net current assets decreased by 8.7% from RMB311.3 million as of December 31,
2025 to RMB284.2 million as of February 28, 2026, primarily due to (i) a decrease of RMB37.7
million in debt investments at fair value through other comprehensive income, mainly because
we settled payables to suppliers in January 2026 with bank acceptance notes received from
customers by way of endorsement, and (ii) an increase of RMB31.3 million of trade and bills
paybales, partially offset by (i) an increase of RMB38.7 million in inventories, and (ii) an
increase of RMB37.7 million in prepayments, other receivables and other assets.
Our net current assets increased by 28.7% from RMB241.9 million as of December 31,
2024 to RMB311.3 million as of December 31, 2025, primarily due to (i) an increase of
RMB73.3 million in cash and cash equivalents, (ii) an increase of 61.2 million in debt
investments at fair value through other comprehensive income, as we received more bank
acceptance notes from customers in line with our revenue growth and certain major customers
changed their settlement method to bank acceptance notes, and (iii) an increase of RMB52.5
million in inventories, partially offset by a decrease of RMB89.7 million in prepayments, other
receivables and other assets.
Our net current assets decreased by 7.7% from RMB262.2 million as of December 31,
2023 to RMB241.9 million as of December 31, 2024, primarily due to (i) an increase of
RMB96.8 million in trade and bills payables, and (ii) a decrease of 96.1 million in financial
assets at FVTPL, partially offset by (i) an increase of RMB73.2 million in prepayments, other
receivables and other assets, and (ii) an increase of RMB44.8 million in trade and bills
receivables.
FINANCIAL INFORMATION
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Cash Flows
The following table sets forth selected cash flow statement information for the years
indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Operating loss 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(50,397) (34,805) (24,134)
Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(374) 5,261 (114,172)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,623 440 1,833
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(49,148) (29,104) (136,473)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(159,028) 55,781 220,150
Net cash used in financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,619) (7,438) (10,507)
Net increase/(decrease) 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/H1118(214,795) 19,239 73,170
Cash and cash equivalents at the beginning
of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242,356 27,585 46,950
Effect of foreign exchange rate changes, net 24 126 (738)
Cash and cash equivalents at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,585 46,950 119,382
Operating Activities
In 2025, we had net cash used in operating activities of RMB136.5 million, which
represents our loss before tax of RMB62.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB22.8
million, (ii) depreciation of property, plant and equipment of RMB8.8 million, and (iii)
depreciation of right-of-use assets of RMB7.5 million. The amount was further adjusted by
negative changes in working capital, primarily including (i) increase in debt investments at fair
value through other comprehensive income of RMB61.2 million as we received more bank
acceptance notes from customers in line with our revenue growth and certain major customers
changed their settlement method to bank acceptance notes, see Note 23 to the Appendix I to
this prospectus for details, (ii) increase in inventories of RMB54.1 million as we built up
inventory levels of robot lawn mowers to in light of the increase in our overseas sales and the
relatively long replenishment cycle, resulting in an increase in products in transit by sea and
recorded as finished goods under inventories to ensure timely delivery to overseas customers,
(iii) increase in prepayments, other receivables and other assets of RMB25.3 million, and (iv)
increase in restricted bank deposits of RMB25.0 million representing guarantee deposits for
issuing bill payables, partially offset by increase in trade and bills payables of RMB27.4
million primarily due to an increase in our purchases of raw materials from RMB329.9 million
in 2024 to RMB521.3 million in 2025, in line with our business expansion.
In 2024, we had net cash used in operating activities of RMB29.1 million, which
represents our loss before tax of RMB56.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB11.8
million, (ii) investment income from certificate of deposits of RMB7.3 million, (iii)
depreciation of property, plant and equipment of RMB6.7 million, and (iv) depreciation of
right-of use assets of RMB6.7 million. The amount was further adjusted by positive changes
FINANCIAL INFORMATION
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in working capital, primarily including an increase in trade and bills payables of RMB86.2
million in line with our business growth, partially offset by (i) an increase in trade and bills
receivables of RMB38.2 million resulting from our continuous business growth, (ii) an increase
in restricted bank deposits of RMB28.0 million, and (iii) an increase in inventories of
RMB14.4 million as we procured more raw materials and had more finished goods to meet our
increased shipment volume.
In 2023, we had net cash used in operating activities of RMB49.1 million, which
represents our loss before tax of RMB68.5 million, adjusted for certain non-cash and
non-operating items, primarily including (i) share-based payment compensation of RMB12.7
million, (ii) investment income from certificate of deposits of RMB7.0 million, (iii)
depreciation of right-of use assets of RMB5.6 million, and (iv) depreciation of property, plant
and equipment of RMB5.1 million. The amount was further adjusted by negative changes in
working capital, primarily including (i) an increase in trade and bills receivables of RMB57.4
million resulting from our business growth, and (ii) an increase in prepayments, other
receivables and other assets of RMB7.8 million as we allocated cash from regular bank deposit
to certificate of deposits with higher-yield, partially offset by an increase in trade and bills
payables of RMB61.8 million resulting from an increase of our procurement of direct
materials.
For analysis on our loss-making position, see “—Period-to-Period Comparison of Results
of Operations” and “Business—Business Sustainability and Path to Profitability.”
To improve our net operating cash outflow position, we will (i) revisit payment terms with
our suppliers to expand the use of bank acceptance bills and extend settlement period; (ii)
optimize our overseas inventory level by improving inventory turnover and reducing amount
of working capital required; and (iii) further enhance our sales of robot lawn mowers as we
generally receive immediate or advanced payment from customers of robot lawn mowers, and
we only grant a one-month credit period to distributors of robot lawn mowers. We aim to
improve our operating cash flow through these measures.
Investing Activities
In 2025, we had net cash generated from investing activities of RMB220.2 million,
primarily due to proceeds from redemption of certificate of deposits of RMB236.1 million and
proceeds from redemption of wealth management product of RMB170.2 million, partially
offset by purchase of wealth management product of RMB180.0 million.
In 2024, we had net cash generated from investing activities of RMB55.8 million,
primarily due to proceeds from redemption of wealth management product of RMB308.9
million and proceeds from redemption of certificate of deposits of RMB139.1 million, partially
offset by purchase of wealth management product of RMB211.0 million and purchase of
certificate of deposits of RMB155.2 million.
In 2023, we had net cash used in investing activities of RMB159.0 million, primarily
attributable to purchase of wealth management products of RMB396.0 million and purchase of
certificate of deposits of RMB140.0 million, partially offset by proceeds from redemption of
wealth management products of RMB342.5 million.
Financing Activities
In 2025, we had net cash used in financing activities of RMB10.5 million, primarily due
to our principal portion of lease payment of RMB7.6 million.
FINANCIAL INFORMATION
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In 2024, we had net cash used in financing activities of RMB7.4 million, primarily due
to our principal portion of lease payment of RMB7.0 million.
In 2023, we had net cash used in financing activities of RMB6.6 million, primarily due
to our principal portion of lease payment of RMB5.7 million.
INDEBTEDNESS
The table below sets forth a breakdown of our indebtedness as of the dates indicated:
As of December 31, As of
February 28,
20262023 2024 2025
(RMB in thousands)
(unaudited)
Current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,065 6,606 4,569 8,765
Non-current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,307 2,010 8,091 15,961
Total indebtedness /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,372 8,616 12,660 24,726
Lease Liabilities
Our lease liabilities are in relation to properties that we lease primarily for our offices and
factories. Our lease liabilities decreased from RMB13.4 million in 2023 to RMB8.6 million in
2024, primarily due to depreciation recognized during the lease term. Our lease liabilities
increased from RMB8.6 million as of December 31, 2024 to RMB12.7 million as of December
31, 2025, primarily because we renewed the lease for our office premises. Our lease liabilities
further increased to RMB24.7 million as of February 28, 2026, primarily because we renewed
the leases for our office and factory premises.
Save as disclosed above, as of February 28, 2026, being the latest practicable date for
determining our indebtedness, we did not have any outstanding mortgages, charges,
debentures, other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance
or other similar indebtedness, hire purchase commitments, guarantees or other material
contingent liabilities. Our Directors have confirmed that there had been no material change in
our indebtedness since February 28, 2026 and up to the date of this prospectus.
CAPITAL EXPENDITURES
Our capital expenditures were RMB6.0 million, RMB11.2 million and RMB10.4 million
in 2023, 2024 and 2025, respectively. The following table sets forth our capital expenditure for
the years indicated:
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Purchase of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,742 11,096 7,910
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268 58 2,494
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/H11186,010 11,154 10,404
FINANCIAL INFORMATION
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During the Track Record Period, our capital expenditures were primarily for (i) the
purchase of property, plant and equipment, primarily representing the machinery and
equipment used in our production, and (ii) the purchase of intangible assets, primarily
including software and patents.
WORKING CAPITAL SUFFICIENCY
Our Directors are of the view, and the Joint Sponsors concur, that taking into account our
available resources including cash and cash equivalents, certificate of deposits and time
deposits on hand, which are liquid on demand, the operating cash flows, the available
committed bank facilities and the net estimated proceeds from the Global Offering, we have
sufficient working capital for our present requirements and for the next 12 months from the
date of this prospectus.
During the Track Record Period and up to the Latest Practicable Date, we primarily
funded our cash requirements from cash from operations, and proceeds we received from
Pre-IPO Investments. As of February 28, 2026, we had cash and cash equivalents of RMB110.4
million, committed unutilized bank facilities of RMB272.0 million, certificate of deposits of
RMB41.6 million and time deposits of RMB15.6 million. We are able to flexibly withdraw cash
from certificate of deposits and time deposits, which are liquid on demand, based on our
operational needs. Our cash and cash equivalents, certificate of deposits and time deposits are
sufficient to cover our net cash flow used in operating activities and provide adequate liquidity
for our business expansion. We are subject to certain customary restrictive covenants under our
credit facility agreements. For example, we are prohibited from merger, spin-off or reduction
of registered capital without the prior consent of the relevant bank. Based on the past dealings
with banks, our Directors are of the view that we do not foresee any difficulty in obtaining new
bank loans and other borrowings. Furthermore, our Directors have confirmed that we did not
experience any difficulty in obtaining bank loans and other borrowings, default in payment of
any bank loans and other borrowings or breach of covenants thereunder during the Track
Record Period and up to the Latest Practicable Date.
Our net cash flow used in operating activities during the Track Record Period was
primarily due to our loss before taxes and the continued increase in trade and bill receivables.
Along with our business expansion, we endeavor to achieve profitability through our efforts to
increase revenue and reinforcing our receivable collection efforts. Specifically, we plan to
implement the following measures:
 Increase revenue scale. According to CIC, the global market size for visual
perception technology reached RMB41.7 billion in 2024 and is expected to grow to
RMB104.2 billion by 2029, representing a CAGR of 20.1%. Additionally the global
market volume of robot lawn mowers is projected to expand from 383,500 units in
2024 to 3.4 million units in 2029, representing a CAGR of 54.7%. During the Track
Record Period, our revenue increased from RMB276.6 million in 2023 to RMB747.8
million in 2025, representing a CAGR of 64.4%. Leveraging the robust industry
growth, we intend to further expand our revenue source. See “Business—Business
Sustainability and Path to Profitability—Path to Profitability” for details; and
 Reduce the accounts receivable collection cycles. We aim to shorten the accounts
receivable turnover period by (i) increasing sales of robot lawn mowers under
payment-after-delivery terms, (ii) further strengthening our customer management
practices, including rigorous review of payment terms at the contract stage,
performing periodic review, monitoring payment behavior and implementing credit
assessment procedures to ensure their financial creditworthiness and (iii) enhancing
collection of accounts receivable by regularly checking with our customers to ensure
collection and implementing remedial measures when customers do not make timely
payment.
FINANCIAL INFORMATION
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CAPITAL COMMITMENTS
As of December 31, 2023, 2024 and 2025, we had capital commitments contracted of
RMB2.9 million, RMB3.0 million and RMB8.2 million in relation to our agreements to
purchase of machinery and equipment. Our Directors confirm that there had been no material
change in our capital commitments since December 31, 2025 and up to the Latest Practicable
Date.
CONTINGENT LIABILITIES
As of December 31, 2023, 2024 and 2025, we did not have any significant contingent
liabilities. Our Directors confirmed that there had not been any material change in the
contingent liabilities of our Company since December 31, 2025 and up to the Latest Practicable
Date.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of the dates or for the years
indicated:
Y ear ended/as of December 31,
2023 2024 2025
Revenue growth rate (1) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.3 69.0 60.0
Net loss margin (2) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24.8) (12.1) (8.4)
Adjusted net loss margin (non-HKFRS
measure) (3) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20.2) (9.6) (3.5)
Gross profit margin (4) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825.7 19.5 25.7
Debt to asset ratio (5) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.6 37.6 45.5
Notes:
(1) Revenue growth rate equals the difference between the revenue for the year indicated and the revenue
for the prior year, divided by the revenue for the prior year, and multiplied by 100%.
(2) Net loss margin equals net loss divided by revenue for the year indicated and multiplied by 100%.
(3) Adjusted net loss margin (non-HKFRS measure) equals adjusted net loss (non-HKFRS measure) divided
by revenue for the year indicated and multiplied by 100%.
(4) Gross profit margin equals to the gross profit for the year indicated divided by the revenue for the same
year, and multiplied by 100%.
(5) Debt to equity ratio equals to the total liabilities divided by the total assets as of the end of the relevant
year and multiplied by 100%.
Our net loss margin decreased from 24.8% in 2023 to 12.1% in 2024 and further to 8.4%
in 2025, primarily because we effectively reduced our net loss through business expansion and
cost control measures. As a result, we recorded a rapid increase in revenue and a decrease in
net loss during the Track Record Period.
Our debt to asset increased from 24.6% as of December 31, 2023 to 37.6% as of
December 31, 2024, and further to 45.5% as of December 31, 2025, primarily due to the fact
that our total liabilities grew at a faster pace than our total assets during the Track Record
Period. In particular, our trade and bills payables increased from RMB96.1 million as of
December 31, 2023 to RMB192.9 million as of December 31, 2024, and further to RMB223.4
million as of December 31, 2025, which corresponded with the expansion of our business.
FINANCIAL INFORMATION
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See “—Description of Key Components of Our Results of Operations—Revenue” for a
detailed discussion of our revenue growth margin.
See “—Description of Key Components of Our Results of Operations—Gross profit and
gross profit margin” for a detailed discussion of our gross profit margin.
FINANCIAL RISK MANAGEMENT
Our principal financial instruments include cash and cash equivalents, pledged deposits
and financial assets at FVTPL. The primary purpose of these financial instruments is to support
our operations by raising financing. We also have other financial assets and liabilities, such as
trade and bills receivables and trade and bills payables, which arise directly from our business
activities. The key risks associated with our financial instruments include foreign currency
risk, credit risk, and liquidity risk. Our Directors regularly review these risks and establish
policies to manage and mitigate their impact effectively. For details, see Note 37 to the
Accountants’ Report included in Appendix I to this prospectus.
OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we did not have any outstanding off-balance sheet
arrangements.
RELATED PARTY TRANSACTIONS
For details of our related party transactions during the Track Record Period, see Note 33
to Appendix I to this prospectus.
Our Directors are of the view that each of the related party transactions set out in Note
33 in Appendix I to this prospectus was conducted on an arm’s length basis and would not
distort our track record results or cause our historical results to be not reflective of our future
performance.
DIVIDEND
No dividend was paid or declared by our Company during the Track Record Period. As
of the Latest Practicable Date, we did not have a formal dividend policy or a fixed dividend
distribution ratio. PRC laws require that dividends be paid only out of our distributable profits.
Distributable profits are our after-tax profits, less appropriations to statutory and other reserves
that we are required to make. Pursuant to our Articles of Association, our Board may declare
dividends in the future after taking into account our results of operations, financial conditions,
cash requirements and availability, and other factors as it may deem relevant at such time. Any
declaration and payment as well as the amount of dividends will be subject to our constitutional
documents, applicable PRC laws and approval by our Shareholders. As confirmed by our PRC
Legal Advisor, according to relevant PRC laws, any future net profit that any of our PRC
subsidiaries makes will have to be first applied to make up for its historically accumulated
losses, after which it will be obliged to allocate 10% of its net profit to its statutory common
reserve fund until such fund has reached more than 50% of its registered capital. We will,
therefore, only be able to declare dividends after, (i) our PRC subsidiaries’ historically
accumulated losses have been made up for, and (ii) our PRC subsidiaries have allocated
sufficient net profit to their statutory common reserve fund as described above.
FINANCIAL INFORMATION
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DISTRIBUTABLE RESERVES
As of December 31, 2025, we did not have any distributable reserves.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See Unaudited Pro Forma Financial Information in Appendix II to this prospectus for
details.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and other fees
incurred in connection with the Global Offering. Listing expenses to be borne by us are
estimated to be approximately RMB63.9 million (HK$72.9 million), comprising: (i)
underwriting fees of RMB35.5 million (HK$40.5 million); and (ii) non-underwriting-related
expenses of RMB28.4 million (HK$32.4 million), which are further categorized into: (a) fees
and expenses of legal advisors and accountants of RMB17.6 million (HK$20.1 million); and
(b) other fees and expenses of RMB10.8 million (HK$12.3 million), assuming the Over-
allotment Option is not exercised and based on the Offer Price of HK$27.00 per Offer Share
(being the mid-point of the Offer Price range), approximately RMB25.7 million (HK$29.3
million) of which was charged or is expected to be charged to our consolidated statements of
profit or loss, and approximately RMB38.2 million (HK$43.6 million) of which is expected to
be deducted from equity upon the completion of the Global Offering. The listing expenses are
expected to represent approximately 8.1% of the gross proceeds of the Global Offering,
assuming an Offer Price of HK$27.00 per Offer Share (being the mid-point of the indicative
Offer Price range) and that the Over-allotment Option is not exercised. As of December 31,
2025, we had recognized listing expenses in relation to the Listing of RMB13.6 million to our
consolidated statements of profit or loss and other comprehensive income. The listing expenses
above are the latest practicable estimate for reference only, and the actual amount may differ
from this estimate.
NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work that our Directors consider appropriate
and after due and careful consideration, 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 (being the end date of the period reported on in the
Accountants’ Report in Appendix I to this prospectus) and there has been no event since
December 31, 2025 that would materially affect the information as set out in the Accountants’
Report in Appendix I to this prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that as of the Latest Practicable Date, there was no circumstance
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
For details of our future plans, see “Business—Our Strategies.”
USE OF PROCEEDS
Assuming that the Over-allotment Option is not exercised, after deducting the
underwriting commissions and other estimated offering expenses payable by us in connection
with the Global Offering, and assuming an Offer Price of HK$27.00 per Share (being the
mid-point of the indicative Offer Price range of HK$24.00 to HK$30.00), we estimate that we
will receive net proceeds of approximately HK$827.1 million from the Global Offering. We
intend to use the proceeds from the Global Offering for the purposes and in the amounts set
forth below:
(i) Approximately 45.0% of the net proceeds, or HK$372.2 million will be used to
enhance R&D of intelligent robotic vision perception technology to achieve
algorithm architecture upgrades based on AI capabilities and optimize our intelligent
robotic vision perception products and intelligent robotic products, of which:
(a) approximately 10.0% of the net proceeds, or HK$82.7 million will be used to
upgrade technology infrastructure to achieve end-to-end integration. We plan
to invest in (i) computing infrastructure to build robust foundational
computational power, (ii) AI algorithm development to improve adaptability
across diverse application scenarios, and (iii) recruiting 20 AI specialists,
particularly experts in large-model architecture and edge computing with three
to five years of experience in commercializing robotics or end-to-end bird’s
eye view model projects, to strengthen R&D and foster innovation. The
expected annual salary for these hires will range from RMB300,000 to
RMB800,000, depending on their qualifications and expertise;
(b) approximately 5.0% of the net proceeds, or HK$41.4 million will be allocated
to R&D of perception sensor chips. We plan to focus on the development of
sensor chips for robot vision perception;
(c) approximately 5.0% of the net proceeds, or HK$41.4 million, will be used to
upgrade our visual perception products. We plan to develop (i) higher-
integrated all-in-one radars that combine traditional SLAM with obstacle
avoidance functions, aiming to enhance sensor performance and reduce cost of
sensors, and (ii) AI-based material detection sensors that overcome the
limitations of traditional RGB cameras by leveraging AI technology to enable
recognition of various materials;
(d) approximately 10.0% of the net proceeds, or HK$82.7 million, will be used to
develop new categories of visual perception product lines with a focus on
advanced perception technology, including neuromorphic vision sensors,
particularly event-based cameras. These cameras can mimic the operating
principles of the human eye, enabling greater accuracy, smaller data volumes,
faster reaction speeds and higher energy efficiency. Such features are crucial
for supporting the development of intelligent robotics. In particular, these
technologies provide robots with precise obstacle avoidance capabilities
during high-speed movement, stable navigation in environments with
significant variations in lighting conditions, and reliable grasping of rapidly
moving objects. As a result, neuromorphic vision sensors represent a key
FUTURE PLANS AND USE OF PROCEEDS
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perception technology for enabling the next generation of sensitive, efficient
and fully intelligent robots. We plan to invest in (i) high-end R&D equipment,
(ii) professional software systems, and (iii) recruitment of approximately 20
high-caliber technical talent with one to five years of experience in optical
design, structural design and embedded development, as well as hands-on
experience in mass production projects for the robotics industry. The expected
annual salary for these hires will range from RMB250,000 to RMB600,000,
depending on their qualifications and expertise;
(e) approximately 5.0% of the net proceeds, or HK$41.4 million, will be used to
upgrade existing robot lawn mower products to enhance their technological
capabilities and market competitiveness. We plan to promote the
transformation of our products from offering a single grass-cutting function to
a full-scenario intelligent garden maintenance system; and
(f) approximately 10.0% of the net proceeds, or HK$82.7 million, will be used to
develop complete robot products tailored for innovative sectors. Innovative
sectors refer to types of robots that have not yet achieved large-scale
commercial application. We intend to invest in robot categories in which the
global market size is anticipated to exceed RMB30.0 billion by 2030, including
but not limited to household embodied robots. According to CIC, the global
market size for household embodied robots is expected to reach RMB45.0
billion by 2030. We plan to invest in specialized R&D equipment and core
software systems to establish cross-disciplinary R&D capabilities;
(ii) Approximately 10.0% of the net proceeds, or HK$82.7 million will be allocated to
brand building and international expansion to broaden our overseas customer base,
of which:
(a) approximately 6.0% of the net proceeds, or HK$49.6 million, will be used to
establish localized teams and channels. We plan to set up our first local team
in Germany, and gradually expand to France and the UK. We plan to invest in
(i) building oversea subsidiaries and localized teams, (ii) forming business
collaborations with high-quality overseas distributors, (iii) expanding sales
network, and (iv) enhancing after-sales service network. Distributors are
expected to demonstrate significant involvement in the gardening tools
industry, extensive sales teams, proven experience in multi-channel brand
operations, established coverage across key local retail and online channels,
and robust after-sales service capabilities. For example, our German team will
serve as our sales and after-sales operations center in Germany, with core
departments including sales and channel, brand marketing, and after-sales and
operations support. Their functions will cover local market insights and brand
building, sales and business development, logistics and warehouse
management, and after-sales operations support. We expect that with our
German team, we will be able to deeply engage with the German and wider
European markets, accurately identify local needs, and drive the localization of
our products and marketing strategies. In addition, by establishing local
operations, inventory and an after-sales support team, we can respond quickly
to local channel partners and end users, which will significantly strengthen
channel confidence, enhance customer satisfaction and improve our brand
reputation; and
FUTURE PLANS AND USE OF PROCEEDS
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(b) approximately 4.0% of the net proceeds, or HK$33.1 million, will be used for
brand operation and marketing of our robot lawn mower products. Our strategy
aims to rapidly expand product visibility and customer understanding in key
global markets during this early growth stage for robotic lawn mowers. We will
invest in,
(1) targeted digital marketing campaigns in collaboration with local KOLs on
major social media platforms to directly reach potential users in Europe
and the United States;
(2) strengthening offline brand presence by participating in major industry
and consumer exhibitions, establishing local product experience locations
in key European and the United States markets, and holding regular
in-person product demonstrations with local distributors to increase
hands-on user interaction; and
(3) collaborating with recognized local brands and well-known figures to
build local credibility and accelerate brand acceptance;
(iii) Approximately 30.0% of the net proceeds, or HK$248.1 million, will be allocated to
the optimization of production capabilities and capacity expansion to support
large-scale shipments. This is driven by our long-term strategic objectives. In the
early stages of our development, we adopted a flexible “1+N” delivery model,
leveraging leased facilities and third-party contract manufacturers to maintain
agility in operations. As our business expands, we aim to build robust operational
capabilities to enhance our overall competitiveness. By constructing our self-owned
production base, we will be able to exercise full autonomy over production,
streamline the introduction of automation or large-scale equipment, and mitigate
risks associated with reliance on leased sites, such as lease termination or renovation
restrictions. Establishing a self-owned facility also conveys our strength and
long-term commitment, strengthening our brand image and reinforcing confidence
among our customers, suppliers and employees;
(a) approximately 5.0% of the net proceeds, or HK$41.4 million, will be used to
upgrade manufacturing processes and enhance digital intelligent
manufacturing capabilities. Specifically, we plan to (i) recruit process
technicians, (ii) procure and develop pilot lines and digital factory software to
improve workflows, optimize cost structures, strengthen quality control and
(iii) refine internal supply chain management to maintain control over costs
and key component quality, creating value to customers;
(b) approximately 18.0% of the net proceeds, or HK$148.9 million, will be
allocated to expanding manufacturing capacity. We plan to establish new
intelligent production bases in the Pearl River Delta region or Y angtze River
Delta region to strengthen our production capabilities, meet the growing
market demand, and support the upscaling of our operations. These advanced
facilities will focus on improving automation, enhancing production efficiency
and maintaining high product quality to better serve our customers and further
solidify our market presence. Upon completion, the new production base is
expected to provide an annual production capacity of up to 16.0 million units
of sensors, 3.0 million units of algorithm modules and 150,000 units of robotic
lawn mowers. We expect the investment payback period for our new
production base to be less than four years; and
FUTURE PLANS AND USE OF PROCEEDS
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(c) approximately 7.0% of the net proceeds, or HK$57.9 million, will be used to
upgrade production equipment. We aim to continue our self-development of
high-precision automated equipment and processes across key stages or
otherwise procure such equipment from third parties, such as calibration,
testing and assembly, to improve production efficiency and quality control;
(iv) Approximately 5.0% of the net proceeds, or HK$41.4 million, will be allocated to
exploring potential investments and acquisition opportunities to strengthen our
technological capabilities and achieve overseas and large-scale expansion. We plan
to focus primarily on minority equity investments, with the aim of securing
high-quality channel resources and establishing priority strategic alliances, which
also allows us to maintain flexibility and manage the risks associated with
large-scale investments. We intend to assess targets based on several key criteria,
including, (i) a strong offline distribution network across multiple major countries
in the United States and Europe, such as exclusive distributor rights or priority shelf
space with leading garden equipment dealers, a multi-layer network with over 500
retail stores or deep presence in top home improvement chains; (ii) strong product
synergy with our robotic lawn mower business—for example, overlapping
customers in gardening market; and (iii) a well-developed after-sales service system
with at least 50 service centers, a local marketing team and proven warehousing and
logistics capabilities. As of the Latest Practicable Date, we had not identified or
pursued any target for acquisition. According to CIC, there are over 100 institutions
and industrial companies in the market that meet our criteria as potential acquisition
targets. Based on our selection criteria above, we plan to initiate our acquisition
strategy in 2027. In particular, we plan to (i) conduct market research with a focus
on potential target companies in 2027; (ii) initiate discussions with target
companies, conduct business and legal due diligence on target companies and
engage in negotiations regarding transaction frameworks with target companies in
2027; and (iii) finalize transaction frameworks, including considerations, and enter
into acquisition agreements with target companies in 2028; and
(v) Approximately 10.0% of the net proceeds or HK$82.7 million, for working capital
and general corporate purposes.
In the event that the Offer Price is set at the maximum Offer Price or the minimum Offer
Price of the indicative Offer Price range, the net proceeds of the Global Offering will increase
or decrease by approximately HK$95.5 million.
The additional net proceeds that we would receive if the Over-allotment Option were
exercised in full would be: (i) HK$143.2 million (assuming an Offer Price of HK$30.00 per
Share, being the maximum Offer Price of the indicative Offer Price range); (ii) HK$128.9
million (assuming an Offer Price of HK$27.00 per Share, being the mid-point of the indicative
Offer Price range); and (iii) HK$114.6 million (assuming an Offer Price of HK$24.00 per
Share, being the minimum Offer Price of the indicative Offer Price range).
To the extent that the net proceeds from the Global Offering are either more or less than
expected, we will adjust our allocation of the net proceeds for the above purposes on a pro rata
basis.
To the extent that the net proceeds of the Global Offering are not immediately used for
the above purposes, we will only deposit such funds into short-term interest-bearing accounts
at licensed commercial banks and/or other authorized financial institutions (as defined under
the Securities and Futures Ordinance or applicable laws and regulations in other jurisdictions).
In such event, we will comply with the appropriate disclosure requirements under the Listing
Rules. We will issue an appropriate announcement if there is any material change to the above
proposed use of proceeds in accordance with the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
Haitong International Securities Company Limited
Guotai Junan Securities (Hong Kong) Limited
China International Capital Corporation Hong Kong Securities Limited
SDIC Securities (Hong Kong) Limited
Futu Securities International (Hong Kong) Limited
Orient Securities (Hong Kong) Limited
CMBC Securities Company Limited
Y uet Sheung International Securities Limited
Goldbridge Securities Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The Company expects the International Offering to be fully underwritten by
the International Underwriters. If, for any reason, the Offer Price is not agreed between the
Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and the
Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 3,333,400
Hong Kong Offer Shares and the International Offering of initially 30,000,000 International
Offer Shares, subject, in each case, to reallocation on the basis as described in “Structure of
the Global Offering” in this prospectus as well as to the Over-allotment Option (in the case of
the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
The Hong Kong Underwriting Agreement was entered into on April 28, 2026. Pursuant to
the Hong Kong Underwriting Agreement, the Company is offering the Hong Kong Offer Shares
for subscription on the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement at the Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to
deal in, the H Shares to be issued pursuant to the Global Offering (including the H Shares
which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares
to be converted from the Domestic Unlisted Shares, on the Main Board of the Stock Exchange
and such approval not having been withdrawn and (b) certain other conditions set out in the
Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally but
not jointly to procure subscribers for, or themselves to subscribe for, their respective applicable
proportions of the Hong Kong Offer Shares being offered which are not taken up under the
Hong Kong Public Offering on the terms and conditions set out in this prospectus and the Hong
Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
UNDERWRITING
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Grounds for Termination
The Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters), in their sole and absolute discretion, shall have the right by
giving a written notice to the Company to terminate the Hong Kong Underwriting Agreement
with immediate effect at any time prior to 8:00 a.m. on the Listing Date (the “ Termination
Time ”) if any of the following events shall occur prior to the Termination Time:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent authority in or affecting Hong Kong, the PRC, and the United
States, or any other jurisdictions relevant to the Group or the Global Offering
(each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
(ii) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including, without limitation, a devaluation of
the Hong Kong dollar, United States dollar or Renminbi against any foreign
currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to
any foreign currency or currencies) or other financial markets (including,
without limitation, conditions and sentiments in stock and bond markets,
money and foreign exchange markets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisdictions, or affecting an investment
in the Offer Shares; or
(iii) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
infectious diseases, accident or interruption or delay in transportation, local,
national, regional or international outbreak or escalation of hostilities (whether
or not war is or has been declared), act of God or act of terrorism (whether or
not responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(iv) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on the trading in shares or
securities generally on the Stock Exchange, the Shanghai Stock Exchange, the
Shenzhen Stock Exchange, the New Y ork Stock Exchange or the NASDAQ
Global Market; or
(v) the imposition or declaration of any general moratorium on banking activities
in or affecting any of the Relevant Jurisdictions or any disruption in
commercial banking or foreign exchange trading or securities settlement or
clearing services, procedures or matters in or affecting any of the Relevant
Jurisdictions; or
UNDERWRITING
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(vi) other than with the prior written consent of the Sponsor-Overall Coordinators,
the issue or requirement to issue by the Company of a supplement or
amendment to the prospectus or other documents in connection with the offer
and sale of the Offer Shares pursuant to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance or the Listing Rules or upon any
requirement or request of the Stock Exchange and/or the SFC; or
(vii) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a group company or
a director or a senior management member of the Company or announcing an
intention to take any such action; or
(viii) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any group company or any of the Controlling Shareholders or by
or on any Relevant Jurisdiction, or the withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement, in whatever
form, directly or indirectly, by, or for, any Relevant Jurisdiction; or
(ix) a change or development involving a prospective change in or affecting taxes
or exchange control, currency exchange rates or foreign investment regulations
(including, without limitation, a material devaluation of the Hong Kong dollar,
United States dollar, the Renminbi, Euro, British pound or Swiss Franc against
any foreign currencies, a change in the system under which the value of the
Hong Kong dollar is linked to that of the United States dollar or RMB is linked
to any foreign currency or currencies), or the implementation of any exchange
control, in any of the Relevant Jurisdictions or affecting an investment in the
Offer Shares; or
(x) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group or in respect of which any member of the Group is
liable prior to its stated maturity; or
(xi) any non-compliance of the prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC filings or any aspect of the Global
Offering with the Listing Rules or any other applicable laws; or
(xii) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Controlling Shareholder or any Director or senior
management members as named in the prospectus; or
(xiii) any contravention by any group company or any Director of the Listing Rules
or applicable laws; or
(xiv) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in the prospectus;
(xv) any breach of any of the obligations or undertakings imposed upon the
Company to the Hong Kong Underwriting Agreement or the International
Underwriting Agreement; or
UNDERWRITING
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(xvi) that the chairman of the Board, any executive Director or any member of senior
management of the Company named in the prospectus seeks to retire, or is
removed from office or vacating his/her office; or
(xvii) any Director or any member of senior management of the Company named in
the prospectus is being charged with an indictable offence or prohibited by
operation of law or otherwise disqualified from taking part in the management
or taking directorship of a company
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Sponsor-Overall Coordinators:
(1) has or will have or is likely to have a material adverse effect; or
(2) has or will or is likely to have a material adverse effect on the success of the
Global Offering or the level of applications under the Hong Kong Public
Offering or the level of indications of interest under the International Offering;
or
(3) makes or will make or is likely to make it impracticable, inadvisable,
inexpedient or incapable for any material part of the Hong Kong Underwriting
Agreement, the Hong Kong Public Offering or the Global Offering to be
performed or implemented as envisaged, or for the Hong Kong Public Offering
and/or the Global Offering to proceed, or to market the Global Offering or the
delivery or distribution of the Offer Shares on the terms and in the manner
contemplated by the offering documents; or
(4) has or will or is likely to 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 Joint Sponsors and the Sponsor-Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) that:
(i) any statement contained in any of the offering documents, the CSRC filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment
thereto) (the “ Relevant Documents ”) was, when it was issued, or has become
untrue, incorrect, inaccurate in any material respect or misleading in any
material respect, except with respect to any underwriter’s information; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the prospectus, constitute a material
omission or misstatement in any Relevant 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 warranting shareholders in the Hong
Kong Underwriting Agreement which will have a material adverse effect on the
Global Offering; or
UNDERWRITING
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(iv) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the indemnifying parties pursuant to the indemnities in the
Hong Kong Underwriting Agreement; or
(v) any breach of any of the obligations or undertakings imposed upon the
Company or any member of the warranting shareholders or any cornerstone
investor (as applicable) to the Hong Kong Underwriting Agreement, the
International Underwriting Agreement or the cornerstone investment
agreement; or
(vi) there is any change or development involving a prospective change,
constituting or having a material adverse effect; or
(vii) the Company withdraws the prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Hong Kong Public Offering) or the Global Offering; or
(viii) that the approval by the Listing Committee of the listing of, and permission to
deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or
not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(ix) any expert (other than any of the Joint Sponsors) has withdrawn its consent to
the issue of the prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(x) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(xi) any person (other than the Joint Sponsors and the Sponsor-Overall
Coordinators) has withdrawn or sought to withdraw its consent to being named
in any of the offering documents or to the issue of any of the offering
documents; or
(xii) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
UNDERWRITING
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(xiii) the notice of acceptance of the CSRC filings issued by the CSRC and/or the
results of the CSRC filings published on the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written
consent of the Sponsor-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; that (i) a material portion of the orders placed or confirmed in
the bookbuilding process or (ii) any investment commitment made by any
cornerstone investors under the cornerstone investment agreement signed with
such cornerstone investors, have been withdrawn, terminated or cancelled, or
with respect to which the payment of the relevant orders and/or investment
commitment has not being received or settled in the stipulated time and manner
or otherwise.
Undertakings to the Stock Exchange pursuant to the Listing Rules
(A) Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not exercise its power to issue any further Shares, or securities
convertible into Shares (whether or not of a class already listed) or enter into any agreement
to such an issue within six months from the Listing Date (whether or not such issue of Shares
or securities will be completed within six months from the Listing Date), except (a) pursuant
to the Global Offering (including the Over-allotment Option); or (b) under any of the
circumstances provided under Rule 10.08 of the Listing Rules.
(B) Undertakings by the Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has
undertaken to the Stock Exchange and the Company that, it will not and will procure that the
relevant registered holder(s) will not without the prior written consent of the Stock Exchange
or unless otherwise in compliance with the applicable requirement of the Listing Rules:
(a) in the period commencing on the date by reference to which disclosure of its
shareholdings in the Company is made in this prospectus and ending on the date
which is six months from the Listing Date (the “ First Six-Month Period ”), either
directly or indirectly, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of
the securities of the Company in respect of which it is shown by this prospectus to
be the beneficial owner; and
(b) in the period of six months from the expiry of the First Six-Month Period, either
directly or indirectly, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of
the securities referred to in paragraph (a) above if, immediately following such
disposal or upon the exercise or enforcement of such options, rights, interests or
encumbrances, it would cease to be a controlling shareholder (as defined in the
Listing Rules) of the Company or a member of a group of the controlling
shareholders of the Company would cease to be a controlling shareholder (as
defined in the Listing Rules).
UNDERWRITING
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Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling
Shareholders has undertaken to the Stock Exchange and the Company that, within the period
commencing on the date by reference to which disclosure of its shareholding in the Company
is made in this prospectus and ending on the date which is 12 months from the Listing Date,
it will and will procure that the relevant registered holder(s) will:
(i) when it pledges or charges any securities of the Company beneficially owned by it
in favor of an authorized institution (as defined in the Banking Ordinance (Chapter
155 of the Laws of Hong Kong)) pursuant to Note 2 to Rule 10.07 of the Listing
Rules, immediately inform the Company of such pledge or charge together with the
number of securities so pledged or charged; and
(ii) when it receives indications, either verbal or written, from the pledgee or chargee of
any securities of the Company that any of the pledged or charged securities will be
disposed of, immediately inform the Company of such indications.
The Company will inform the Stock Exchange as soon as it has been informed of the
matters referred to in paragraphs (i) and (ii) above by any of the Controlling Shareholders and
subject to the then applicable requirements of the Listing Rules disclose such matters by way
of an announcement.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by the Company
Pursuant to the Hong Kong Underwriting Agreement, except for the issue, offer or sale
of the Offer Shares by the Company pursuant to the Global Offering (including pursuant to any
exercise of the Over-Allotment Option), the Company will not, without the prior written
consent of the Joint Sponsors and the 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 hereof and ending on, and including the date
falling six months after the Listing Date (the “ First Six-Month Period ”):
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or
sell any option, warrant, contract or right to subscribe for or purchase, grant or
purchase any option, warrant, contract or right to allot, issue or sell, or otherwise
transfer or dispose of or create an encumbrance over, or agree to transfer or dispose
of or create an Encumbrance over, either directly or indirectly, conditionally or
unconditionally, or repurchase, any legal or beneficial interest in the H Shares or any
other equity securities of the Company or any interest in any of the foregoing
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights
to purchase any share capital or other equity securities of the Company, as
applicable), or deposit any share capital or other securities of the Company, as
applicable, with a depositary in connection with the issue of depositary receipts; or
(ii) enter into any transaction with the same economic effect as any transaction
described in paragraphs (i) or (ii) above; or
(iii) offer to or agree to do any of the foregoing specified in paragraphs (i), (ii) or (iii)
above or announce any intention to do so,
UNDERWRITING
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in each case, whether any of the transactions described in paragraphs (i), (ii) or (iii) above is
to be settled by delivery of H Shares or other equity securities of the Company, in cash or
otherwise (whether or not the issue of such H Shares or other securities of the Company will
be completed within the First Six-Month Period).
In the event that, during the period of six months commencing on the date on which the
First Six-Month Period expires (the “ Second Six-Month Period ”), the Company enters into
any of the transactions specified in paragraphs (i), (ii) or (iii) above or offers to or agrees to
or contracts to or announces, or publicly discloses, any intention to, enter into any such
transactions, the Company shall take all reasonable steps to ensure that it will not create a
disorderly or false market in the H Shares or other securities of the Company.
(B) Undertakings by Mr . Guo and Mr . Zhou
Pursuant to the Hong Kong Underwriting Agreement, each of Mr. Guo and Mr. Zhou
jointly and severally agrees and undertakes to the Company, the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that, without the
prior written consent of the Joint Sponsors and the Sponsor-Overall Coordinators and unless
in compliance with the Listing Rules:
(a) during the First Six-Month Period, he will not, and will procure that the relevant
registered holder(s) will not:
(i) sell, offer to sell, accept subscription for, contract or agree to allot, issue or
sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option,
warrant, contract or right to purchase, grant or purchase any option, warrant,
contract or right to sell, or otherwise transfer or dispose of or create an
encumbrance over, or agree to transfer or dispose of or create an encumbrance
over, either directly or indirectly, conditionally or unconditionally, any H
Shares or other equity securities of the Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable
or exercisable for or that represent the right to receive, or any warrants or other
rights to purchase, any H Shares or any such other equity securities, as
applicable or any interest in any of the foregoing), or deposit any H Shares or
other equity securities of the Company with a depositary in connection with the
issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership (legal or beneficial)
of any H Shares or other equity securities of the Company or any interest
therein (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any
warrants or other rights to purchase, any H Shares or any such other equity
securities, as applicable or any interest in any of the foregoing); or of the
economic consequences of ownership of, any Locked-up Securities;
UNDERWRITING
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(iii) enter into any transaction with the same economic effect as any transaction
described in paragraph (i) or (ii) above; or
(iv) offer to or agree to or announce any intention to effect any transaction
specified in paragraph (i), (ii) or (iii) above,
in each case, whether any of the transactions described in paragraph (i), (ii) or (iii)
above is to be settled by delivery of H Shares or other equity securities of the
Company, in cash or otherwise, and whether or not the transactions will be
completed within the First Six-Month Period);
(b) during the Second Six-Month Period, he will not enter into any transaction described
in paragraph (i), (ii) or (iii) above or offer to, agree to or contract to or publicly
announce any intention to effect any such transaction if, immediately following any
sale, transfer or disposal or upon the exercise or enforcement of any option, right,
interest or encumbrance pursuant to such transaction, it will cease to be a controlling
shareholder of the Company or a member of a group of the controlling shareholders
of the Company or would together with the other controlling Shareholder cease to
be “controlling shareholders” of the Company; and
(c) at any time from the date of the Hong Kong Underwriting Agreement up to and
including the date falling 12 months after the Listing Date, he will:
(i) if and when he or the relevant registered holder(s) pledges or charges any H
Shares or other securities of the Company beneficially owned by him,
immediately inform the Company and the Sponsor-Overall Coordinators in
writing of such pledge or charge together with the number of H Shares or other
securities of the Company so pledged or charged; and
(ii) if and when he or the relevant registered holder(s) receives indications, either
verbal or written, from any pledgee or chargee of any H Shares that any of the
pledged or charged H Shares or other securities of the Company will be
disposed of, he will immediately inform the Company and the Sponsor-Overall
Coordinators of such indications.
The Company undertakes to the Joint Sponsors, the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers and the Hong Kong Underwriters that upon receiving such information in writing
from Mr. Guo and Mr. Zhou, it will, as soon as practicable and if required pursuant to the
Listing Rules, notify the Stock Exchange and make a public disclosure in relation to such
information by way of an announcement.
Hong Kong Underwriters’ Interests in the Company
As at the Latest Practicable Date, none of the Hong Kong Underwriters was interested,
legally or beneficially, directly or indirectly, in any H Shares or any securities of any member
of the Group or had any right or option (whether legally enforceable or not) to subscribe for
or purchase, or to nominate persons to subscribe for or purchase, any H Shares or any securities
of any member of the Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of our H Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
UNDERWRITING
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International Offering
International Underwriting Agreement
In connection with the International Offering, the Company expects to enter into the
International Underwriting Agreement with, among others, the Sponsor-Overall Coordinators,
the Joint Global Coordinators and the International Underwriters on or around the Price
Determination Date. Under the International Underwriting Agreement and subject to the
Over-allotment Option, the International Underwriters would, subject to certain conditions set
out therein, agree severally but not jointly to procure subscribers for, or themselves to
subscribe for, their respective applicable proportions of the International Offer Shares initially
being offered pursuant to the International Offering. It is expected that the International
Underwriting Agreement may be terminated on similar grounds as the Hong Kong
Underwriting Agreement. Potential investors should note that in the event that the International
Underwriting Agreement is not entered into, the Global Offering will not proceed. See
“Structure of the Global Offering—The International Offering.”
Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Sponsor-Overall Coordinators on behalf of the International
Underwriters at any time from the Listing Date until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, pursuant to which the Company may be
required to issue up to an aggregate of 5,000,000 H Shares, representing not more than 15%
of the number of Offer Shares initially available under the Global Offering, at the Offer Price,
to cover over-allocations in the International Offering, if any. See “Structure of the Global
Offering—Over-allotment Option.”
Commissions and Expenses
The Underwriters will receive an underwriting commission of 2.5% of the aggregate offer
price of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise
of the Over-allotment Option), out of which they will pay any sub-underwriting commissions
and other fees.
The Underwriters may receive a discretionary incentive fee of up to 2.0% of the aggregate
offer price of all the Offer Shares to be issued by the Company under the Global Offering
(including any Offer Shares to be issued pursuant to the exercise of the Over-allotment
Option).
Assuming (i) full payment of the discretionary incentive fees; (ii) the Offer Price is
HK$24.00 per Offer Share, which is the low-end of the price range as set out in this prospectus;
and (iii) the Over-allotment Option is not exercised, the fixed fees and discretionary fees
payable to the Underwriters represent approximately 33.33% and 66.67%, respectively, of the
aggregated fees payable to the Underwriters in connection with the Global Offering.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
the underwriting commission will not be paid to the Hong Kong Underwriters but will instead
be paid, at the rate applicable to the International Offering, to the relevant International
Underwriters.
UNDERWRITING
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The aggregate underwriting commissions payable to the Underwriters in relation to the
Global Offering (assuming an indicative Offer Price of HK$27.00 per Offer Share (which is the
mid-point of the Offer Price range), the full payment of the discretionary incentive fee and the
exercise of the Over-allotment Option in full) will be approximately HK$46.6 million.
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange
trading fee, legal and other professional fees and printing and all other expenses relating to the
Global Offering are estimated to be approximately HK$1,114 million (assuming an indicative
Offer Price of HK$27.00 per Offer Share (which is the mid-point of the Offer Price range), the
full payment of the discretionary incentive fee and the exercise of the Over-allotment Option
in full) and will be paid by the Company.
Indemnity
The Company has agreed to indemnify the Hong Kong Underwriters for certain losses
which they may suffer or incur, including losses arising from their performance of their
obligations under the Hong Kong Underwriting Agreement and any breach by the Company of
the Hong Kong Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, loan financing, 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 our assets, securities and/or instruments and/or
persons and entities with relationships with us and may also include swaps and other financial
instruments entered into for hedging purposes in connection with our loans and other debt.
In relation to 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.
UNDERWRITING
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In relation to issues by Syndicate Members or their affiliates of any listed securities
having the H Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period
described in “Structure of the Global Offering.” Such activities may affect the market price or
value of the H Shares, the liquidity or trading volume in the H Shares and the volatility of the
price of the H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
 the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise,
with a view to stabilizing or maintaining the market price of any of the Offer Shares
at levels other than those which might otherwise prevail in the open market; and
 the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking, loan financing and other
services to us and certain of our affiliates for which such Syndicate Members or their
respective affiliates have received or 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 the 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 listing of the H Shares on the Main Board of the Stock Exchange is sponsored by the
Joint Sponsors. The Joint Sponsors have made an application on behalf of the Company to the
Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued and
converted as mentioned in this prospectus.
33,333,400 Offer Shares will initially be made available under the Global Offering
comprising:
 the Hong Kong Public Offering of initially 3,333,400 Offer Shares (subject to
reallocation) in Hong Kong as described in “—The Hong Kong Public Offering”
below; and
 the International Offering of initially 30,000,000 Offer Shares (subject to
reallocation and the Over-allotment Option) outside the United States (including to
professional and institutional investors within Hong Kong) in offshore transactions
in reliance on Regulation S, as described in “—The International Offering” below.
Investors may either (i) apply for Hong Kong Offer Shares under the Hong Kong Public
Offering; or (ii) apply for or indicate an interest for International Offer Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 10% of the enlarged issued share capital
of the Company immediately following the completion of the Global Offering, assuming the
Over-allotment Option is not exercised. If the Over-allotment Option is exercised in full, the
Offer Shares will represent approximately 11.3% of the enlarged issued share capital the
Company immediately following the completion of the Global Offering and the exercise of the
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
The Company is initially offering 3,333,400 Offer 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, will represent
approximately 1.0% of the enlarged issued share capital the Company immediately following
the completion of the Global Offering (assuming the Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in
“—Conditions of the Global Offering” below.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally 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, the SFC transaction levy, the
AFRC transaction levy and the Stock Exchange trading fee payable) or less. The Hong Kong
Offer Shares in pool B will be allocated on an equitable basis to valid applicants who have
applied for Hong Kong Offer Shares with an aggregate subscription price of more than HK$5
million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the
Stock Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor (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 1,666,600 Hong Kong Offer
Shares (being approximately 50% of the Hong Kong Offer Shares initially available under the
Hong Kong Public Offering) 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 Sponsor-Overall Coordinators. Subject to the allocation cap described in the
subsequent paragraph, the 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 addition, if the Hong Kong Public
Offering is not fully subscribed, the 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.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Sponsor-Overall
Coordinators and the Joint Global Coordinators deem appropriate. In the event of reallocation
of Offer Shares between the International Offering and the Hong Kong Public Offering in the
circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed
and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the
STRUCTURE OF THE GLOBAL OFFERING
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number of times, or (b) the International Offer Shares are undersubscribed and the Hong Kong
Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, then
up to 1,666,600 Offer Shares may be reallocated from the International Offering to the Hong
Kong Public Offering, so that the total number of Offer Shares available for subscription under
the Hong Kong Public Offering will increase up to 5,000,000 Offer Shares, representing
approximately 15% of the number of Offer Shares initially available under the Global Offering
(before any exercise of the Over-allotment Option) and the final Offer Price should be fixed
at the lower end of the indicative Offer Price range (that is, HK$24.00 per Offer Share) stated
in this prospectus, in accordance with Chapter 4.14 of the Guide for New Listing Applicants.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the
Guide for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18
of the Listing Rules, no mandatory clawback or reallocation mechanism is required to increase
the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the
total number of Offer Shares offered under the Global Offering.
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 that he/she and any
person(s) for whose benefit he/she 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
International Offering is liable to be rejected if such undertaking and/or confirmation is/are
breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price in addition to the brokerage, the
SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable
on each Offer Share, amounting to a total of HK$6,060.51 for one board lot of 200 Offer
Shares. If the Offer Price, as finally determined in the manner described in “—Pricing and
Allocation” below, is less than the maximum Offer Price, appropriate refund payments
(including the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee attributable to the surplus application monies) will be made to successful
applicants (subject to application channels), without interest. Further details are set out in
“How to Apply for Hong Kong Offer Shares.”
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The International Offering will consist of an initial offering of 30,000,000 Offer Shares
offered by the Company (subject to reallocation and the Over-allotment Option), representing
approximately 90% of the total number of Offer Shares initially available under the Global
Offering. The number of Offer Shares initially offered under the International Offering, subject
to any reallocation of Offer Shares between the International Offering and the Hong Kong
Public Offering, will represent approximately 9.0% of the enlarged issued share capital of the
Company immediately following the completion of the Global Offering (assuming the
Over-allotment Option is not exercised).
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
The International Offering will include selective marketing of Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States
in reliance on Regulation S. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and
other securities and corporate entities that regularly invest in shares and other securities.
Allocation of Offer Shares pursuant to the International Offering will be effected in accordance
with the “book-building” process described in the subsection 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 the Group and the Shareholders as a whole.
The Sponsor-Overall Coordinators (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
Sponsor-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 Hong
Kong Public Offering—Reallocation” above, the exercise of the Over-allotment Option in
whole or in part and/or any reallocation of unsubscribed Offer Shares originally included in the
Hong Kong Public Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the Sponsor-Overall
Coordinators (on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Sponsor-Overall Coordinators (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 5,000,000 H
Shares, representing not more than 15% of the total number of Offer Shares initially available
under the Global Offering, at the Offer Price under the International Offering to, among other
things, cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 1.48% of the enlarged issued share capital of the
Company 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.
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STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market during a specified period of time, to retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for
it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the H Shares at a level higher than that which
might otherwise prevail for a limited period after the Listing Date. However, there is no
obligation on the Stabilizing Manager (or any person acting for it) to conduct any such
stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing
Manager reasonably regards as the best interest of the Company, (b) may be discontinued at
any time and (c) is required to be brought to an end within 30 days after the last day for lodging
applications under the Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (b) selling or agreeing to sell
the H Shares so as to establish a short position in them for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (c) purchasing, or agreeing to
purchase, the 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
the H Shares for the sole purpose of preventing or minimizing any reduction in the market price
of the H Shares, (e) selling or agreeing to sell any H Shares in order to liquidate any position
established as a result of those purchases and (f) offering or attempting to do anything as
described in clauses (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
 the Stabilizing Manager (or any person acting for it) may, in connection with the
stabilizing action, maintain a long position in the H Shares;
 there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or any person acting for it) will maintain such a long position;
 liquidation of any such long position by the Stabilizing Manager (or any person
acting for it) and selling in the open market may have an adverse impact on the
market price of the H Shares;
 no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on Friday, June 5, 2026, being the 30th day after the last day for lodging
applications under the Hong Kong Public Offering. After this date, when no further
stabilizing action may be taken, demand for the H Shares, and therefore the price of
the H Shares, could fall;
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 the price of the H Shares cannot be assured to stay at or above the Offer Price by
the taking of any stabilizing action; and
 stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 5,000,000 H Shares, representing up to 15% of the initial Offer Shares,
through delayed delivery arrangements with cornerstone investors who have been allocated
Offer Shares in the International Offering. The delayed delivery arrangements relate only to the
delay in the delivery of the Offer Shares to cornerstone investors and the consideration for the
Offer Shares allocated to cornerstone investors will be settled before the Listing Date.
The Company will ensure that an announcement in compliance with the Securities and
Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration
of the stabilization period.
Over-Allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by exercising
the Over-allotment Option in full or in part, using H Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the
Offer Price or a combination of these means.
PRICING AND ALLOCATION
Determining the Pricing of the Offer Shares
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be determined on the Price Determination Date, which is expected to be on or
before Thursday, May 7, 2026, by agreement between the Sponsor-Overall Coordinators (for
themselves and on behalf of the Underwriters) and the Company, and the number of Offer
Shares to be allocated under the various offerings will be determined shortly thereafter.
The Offer Price will not be more than HK$30.00 per Offer Share and is expected to be
not less than HK$24.00 per Offer Share, unless otherwise announced, as further explained
below. Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price plus brokerage of 1.0%, SFC
transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading
fee of 0.00565%, amounting to a total of HK$6,060.51 for one board lot of 200 Offer Shares.
Prospective investors should be aware that the Offer Price to be determined on the Price
Determination Date may be, but is not expected to be, lower than the minimum Offer Price
stated in this prospectus.
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.
STRUCTURE OF THE GLOBAL OFFERING
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The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters)
may, where they deem appropriate, based on the level of interest expressed by prospective
investors during the book-building process in respect of the International Offering, and with
the consent of the Company, reduce the number of Offer Shares offered below and/or the Offer
Price range as stated in this prospectus at any time on or prior to the morning of the last day
for lodging applications under the Hong Kong Public Offering. In such a case, we will, as soon
as practicable following the decision to make such reduction, and in any event not later than
the morning of the last day for lodging applications under the Hong Kong Public Offering,
cause to be published on the websites of the Company and the Stock Exchange at
www.ldrobot.com and www.hkexnews.hk , respectively, notices of the reduction. The
Company will also, as soon as practicable following the decision to make such change, issue
a supplemental prospectus updating investors of the change in the number of Offer Shares
being offered under the Global Offering and/or the Offer Price. Upon the issue of such a notice
and supplemental prospectus, the revised number of Offer Shares and/or the Offer Price range
will be final and conclusive and the Offer Price, if agreed upon by the Sponsor-Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, will be
fixed within such revised Offer Price range. The Global Offering must first be canceled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or Offer Price range may not be made until the last day for lodging applications under the
Hong Kong Public Offering. Such notice will also include confirmation or revision, as
appropriate, of the working capital statement and the Global Offering statistics as currently set
out in this prospectus, and any other financial information which may change as a result of any
such reduction. In the absence of any such notice so published, the number of Offer Shares will
not be reduced and/or the Offer Price, if agreed upon by the Sponsor-Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company, will under no circumstances
be set outside the Offer Price range as stated in this prospectus.
Announcement of Final Pricing of the Offer Shares
The final pricing of the Offer Shares, the level of indications of interest in the
International Offering, the level of applications in the Hong Kong Public Offering, the basis
of allocations of the Hong Kong Offer Shares and the results of allocations in the Hong Kong
Public Offering are expected to be made available through a variety of channels in the manner
described in “How to Apply for Hong Kong Offer Shares—B. Publication of Results.”
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to,
among other things, the Sponsor-Overall Coordinators (for themselves and on behalf of the
Underwriters) and the Company agreeing on the Offer Price.
The Company expects to enter into the International Underwriting Agreement relating to
the International Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in “Underwriting.”
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CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
 the Stock Exchange granting approval for the listing of, and permission to deal in,
the H Shares to be issued as mentioned in this prospectus, on the Main Board of the
Stock Exchange and such approval not subsequently having been withdrawn or
revoked prior to the Listing Date;
 the pricing of the Offer Shares having been agreed between the Sponsor-Overall
Coordinators (for themselves and on behalf of the Underwriters) and the Company;
 the execution and delivery of the International Underwriting Agreement on or
around the Price Determination Date; and
 the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date of
this prospectus.
If, for any reason, the Offer Price is not agreed between the Sponsor-Overall Coordinators
(for themselves and on behalf of the Underwriters) and the Company by 12:00 noon on
Thursday, May 7, 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, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by the Company on the websites
of the Company and the Stock Exchange at www.ldrobot.com and www.hkexnews.hk ,
respectively, on the next day following such lapse. In such a situation, all application monies
will be returned, without interest, on the terms set out in “How to Apply for Hong Kong Offer
Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies.”
In the meantime, all application monies will be held in separate bank account(s) with the
receiving bank or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter
155 of the Laws of Hong Kong).
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Monday, May 11, 2026, provided that the Global Offering has become unconditional
in all respects at or before that time.
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Monday, May 11, 2026, it is expected that dealings in the H Shares on
the Stock Exchange will commence at 9:00 a.m. on Monday, May 11, 2026.
The H Shares will be traded in board lots of 200 H Shares each and the stock code of the
H Shares will be 1236.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing
Information” section, and our website at www.ldrobot.com.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the HK eIPO White Form service only) .
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, April 30,
2026 and end at 12:00 noon on Wednesday, May 6, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application
Channel Platform Target Investors Application Time
HK eIPO White
Form service /H1118/H1118/H1118www.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,
April 30, 2026 to 11:30 a.m.
on Wednesday, May 6, 2026,
Hong Kong time.
The latest time for
completing full payment of
application monies will be
12:00 noon on Wednesday,
May 6, 2026, Hong Kong
time.
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Application
Channel Platform Target Investors Application Time
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118Y our broker or
custodian who is
a HKSCC
Participant will
submit an EIPO
application on
your behalf
through
HKSCC’s FINI
system in
accordance with
your instruction.
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 authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White
Form service more than once and obtaining different payment reference numbers without
effecting full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and conditions
in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instructions given by you or for your benefit to
HKSCC (in which case an application will be made by HKSCC Nominees on your behalf)
provided such application instruction has not been withdrawn or otherwise invalidated before
the closing time of the Hong Kong Public Offering.
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HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
/H18546Full name(s) 2 as shown on your
identity document
/H18546Identity document’s issuing
country or jurisdiction
/H18546Identity document type, with
order of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
/H18546Identity document number
/H18546Full name(s)
2 as shown on your identity
document
/H18546Identity document’s issuing country or
jurisdiction
/H18546Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
/H18546Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid
e-mail address, a contact telephone number and a Hong Kong address. Y ou are also required to declare
that the identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in
the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
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.
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4. The maximum number of joint account holders on FINI is capped at 4 1 in accordance with market
practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 200 H Shares
Permitted number of
Hong Kong Offer
Shares for application
and amount payable on
application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The maximum Offer Price is HK$30.00 per Offer
Share.
If you are applying through the HKSCC EIPO channel,
your broker or custodian may require you to pre-fund
your application, in such amount as determined by the
broker or custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement
imposed by your broker or custodian with respect to
the Hong Kong Offer Shares you applied for.
1 Subject to change, if the Company’s Articles of Incorporation and applicable company law prescribe a lower
cap. For those applying through the HKSCC EIPO channel, and making an application under a power of
attorney, we and the Sponsor-Overall Coordinators, the Overall Coordinators, as our agent, have discretion to
consider whether to accept it on any conditions we think fit, including evidence of the attorney’s authority.
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By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to 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 Shares you have
selected. Y ou 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$
200 6,060.51 4,000 121,210.20 60,000 1,818,153.00 800,000 24,242,040.00
400 12,121.02 5,000 151,512.76 70,000 2,121,178.50 900,000 27,272,295.00
600 18,181.54 6,000 181,815.30 80,000 2,424,204.00 1,000,000 30,302,550.00
800 24,242.05 7,000 212,117.86 90,000 2,727,229.50 1,200,000 36,363,060.00
1,000 30,302.56 8,000 242,420.40 100,000 3,030,255.00 1,400,000 42,423,570.00
1,200 36,363.05 9,000 272,722.96 200,000 6,060,510.00 1,666,600
(1) 50,502,229.84
1,400 42,423.56 10,000 303,025.50 300,000 9,090,765.00
1,600 48,484.08 20,000 606,051.00 400,000 12,121,020.00
1,800 54,544.59 30,000 909,076.50 500,000 15,151,275.00
2,000 60,605.10 40,000 1,212,102.00 600,000 18,181,530.00
3,000 90,907.66 50,000 1,515,127.50 700,000 21,211,785.00
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong
Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “ — A. Application for Hong Kong
Offer Shares — 3. Information Required to Apply ” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
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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 in the Global Offering.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to
the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best
Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Sponsor-Overall Coordinators, as our agents, to execute any documents for you and
to do on your behalf all things necessary to register any Hong Kong Offer Shares
allocated to you in your name or in the name of HKSCC Nominees as required by
the Articles of Association, and (if you are applying through the HKSCC EIPO
channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the
credit of your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the HK eIPO
White Form service (or as the case may be, the agreement you entered into with
your broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Relevant Persons
(2), the H Share Registrar and HKSCC will not be
liable for any information and representations not in this prospectus and any
supplement to it;
2 As defined in the Prospectus, Relevant Persons would include the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters, any of their or the Company’s respective directors, officers, employees, partners,
agents, advisors and any other parties involved in the Global Offering.
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(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the 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 ”i n
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the 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 Sponsor-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;
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(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the application channel of
the HK eIPO White Form service or by any one as your agent or by any other
person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC or the HK
eIPO White Form Service Provider and (2) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function
The full list of (i) wholly or partially
successful applicants using the HK
eIPO White Form service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them, among
other things, will be displayed at
www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result .
24 hours, from 11:00
p.m. on Friday, May 8,
2026 to 12:00 midnight
on Thursday, May 14,
2026 (Hong Kong
time)
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.ldrobot.com which will provide
links to the above mentioned websites
of the H Share Registrar.
No later than 11:00 p.m.
on Friday, May 8, 2026
(Hong Kong time).
Telephone /H1118/H1118/H1118+852 3691 8488 — the allocation results
telephone enquiry line provided by the
H Share Registrar
between 9:00 a.m. and
6:00 p.m., from
Monday, May 11, 2026
to Thursday, May 14,
2026 (Hong Kong
time) on a business day
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For those applying through the HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Thursday, May 7, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Thursday, May 7, 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 Offering and
the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.ldrobot.com by no later than 11:00 p.m. on
Friday, May 8, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sponsor-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. Y ou may refer to
the paragraph headed “ — A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited ” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Sponsor-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
Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the Global Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the Shares. No receipt will
be issued for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Monday, May 11, 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 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.
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The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 3
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
Time: 9:00 a.m. to 1:00 p.m.
on Monday, May 11, 2026
(Hong Kong time)
If you are an individual, you
must not authorize any other
person to collect for you. If
you are a corporate
applicant, your authorized
representative must bear a
letter of authorization from
your corporation stamped
with your corporation’s
chop.
Both individuals and
authorized representatives
must produce, at the time of
collection, evidence of
identity acceptable to the H
Share Registrar.
Note: If you do not collect
your H Share certificate(s)
personally within the time
above, it/they will be sent to
the address specified in your
application instructions by
ordinary post at your own
risk
H Share certificate(s) will
be issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account
No action by you is
required
3 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
Friday, May 8, 2026 rendering it impossible for the relevant H Share certificates to be despatched to HKSCC
in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting
documents and H Share certificates in accordance with the contingency arrangements as agreed between them.
Y ou may refer to “ — E. Bad Weather Arrangements ” in this section.
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HK eIPO White Form service HKSCC EIPO channel
For application of
less than 1,000,000
Hong Kong Offer
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s)
will be sent to the address
specified in your application
instructions by ordinary post
at your own risk
Date: Friday, May 8, 2026
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Monday, May 11, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1118/H1118H Share Registrar Y our 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
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between you
and itApplication 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
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, May 6, 2026 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions
(collectively, “ Bad Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, May 6,
2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Bad Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
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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.ldrobot.com of the revised timetable.
If a Bad Weather Signal is hoisted on Friday, May 8, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Monday, May 11,
2026.
If a Bad Weather Signal is hoisted on Friday, May 8, 2026, for application of less than
1,000,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be
made by ordinary post when the post office re-opens after the Bad Weather Signal is lowered
or canceled (e.g. in the afternoon of Friday, May 8, 2026 or on Monday, May 11, 2026).
If a Bad Weather Signal is hoisted on Monday, May 11, 2026, for application of 1,000,000
Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for
collection in person at the H Share Registrar’s office after the Bad Weather Signal is lowered
or canceled (e.g. in the afternoon of Monday, May 11, 2026 or on Tuesday, May 12, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the Shares or any other date
HKSCC chooses. Settlement of transactions between Exchange Participants is required to take
place in CCASS on the second Business 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 Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
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1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the H Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486
of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the H Share Registrar is accurate
and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer
Shares into or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may
also prevent or delay registration or transfers of Hong Kong Offer Shares which you have
successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the H Share Registrar immediately of any inaccuracies in the personal data
supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto
Refund payment instruction(s), where applicable, verification of compliance with
the terms and application procedures set out in this prospectus and announcing
results of allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the Shares and/or regulators and/or any other purposes to which
applicants and holders of the Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the
H Share Registrar may, to the extent necessary for achieving any of the above purposes,
disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from
or with any of the following:
 the Company’s appointed agents such as financial advisors, receiving banks and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which
the personal data were collected. Personal data which is no longer required will be destroyed
or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the
Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the H Share Registrar hold their personal data, to obtain a copy of that data,
and to correct any data that is inaccurate. The Company and the H Share Registrar have the
right to charge a reasonable fee for the processing of such requests. All requests for access to
data or correction of data should be addressed to the Company and the H Share Registrar, at
their registered address disclosed in the section headed “Corporate information” in this
prospectus or as notified from time to time, for the attention of the company secretary, or the
H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 281 –


--- page 291 ---
The following is the text of a report, prepared for the purpose of incorporation in this
document, received from the independent reporting accountants, Ernst & Young, Certified
Public Accountants, Hong Kong.
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF SHENZHEN LDROBOT CO., LTD, HAITONG INTERNATIONAL
CAPITAL LIMITED AND GUOTAI JUNAN CAPITAL LIMITED
Introduction
We report on the historical financial information of SHENZHEN LDROBOT CO., LTD
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-62, which
comprises the consolidated statements of profit or loss and other comprehensive income,
consolidated statements of changes in equity and consolidated statements of cash flows of the
Group for each of the years ended 31 December 2023, 2024 and 2025 (the “Relevant Periods”),
and the consolidated statements of financial position of the Group and the statements of
financial position of the Company as at 31 December 2023, 2024 and 2025 and material
accounting policy information and other explanatory information (together, the “Historical
Financial Information”). The Historical Financial Information set out on pages I-3 to I-62
forms an integral part of this report, which has been prepared for inclusion in the prospectus
of the Company dated 30 April 2026 (the “Prospectus”) in connection with the initial listing
of the shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 292 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2023, 2024 and 2025 and of the financial performance and cash flows of
the Group for each of the Relevant Periods in accordance with the basis of preparation set out
in note 2.1 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 12 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Ernst & Young
Certified Public Accountants
Hong Kong
30 April 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 293 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 294 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Notes Y ear ended 31 December
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/H11185 276,562 467,345 747,773
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(205,453) (376,028) (555,828)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,109 91,317 191,945
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 21,922 20,258 21,442
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118(21,272) (31,427) (81,201)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(40,831) (36,925) (69,458)
Research and development expenses /H1118/H11187 (95,940) (94,857) (121,121)
Impairment losses on financial assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (2,402) (4,312) (2,177)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(143) (68) (1,587)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (934) (469) (344)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 –––
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (68,491) (56,483) (62,501)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
LOSS PER SHARE A TTRIBUTABLE
TO ORDINARY EQUITY
HOLDERS OF THE PARENT
Basic and diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 (0.23) (0.19) (0.21)
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
OTHER COMPREHENSIVE
INCOME/(LOSS)
Other comprehensive income/(loss)
that may be reclassified to profit or
loss in subsequent periods:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (45) 225
Net other comprehensive income/(loss)
that may be reclassified to profit or
loss in subsequent periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (45) 225
OTHER COMPREHENSIVE
INCOME/(LOSS) FOR THE YEAR,
NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (45) 225
TOTAL COMPREHENSIVE LOSS
FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,528) (62,276)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,528) (62,276)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 295 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 26,790 30,058 29,626
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 848 749 2,561
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/H111816 12,306 7,827 12,124
Prepayments, other receivables and other
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/H111818 158,818 114,974 5,987
Time 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/H111822 – 15,184 15,574
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,762 168,792 65,872
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 31,713 44,875 97,384
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 115,531 160,335 154,318
Debt investments at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 7,238 7,289 68,449
Prepayments, other receivables and other
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/H111818 113,179 186,330 96,599
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/H111819 106,136 10,073 20,012
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 – 28,000 52,982
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 27,585 46,950 119,382
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,382 483,852 609,126
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 96,098 192,855 223,389
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 5,376 2,225 9,912
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 30,226 38,408 57,140
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/H111816 6,065 6,606 4,569
Provisions /H1118/H1118/H1118/H1118/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 1,378 1,877 2,861
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,143 241,971 297,871
NET CURRENT ASSETS 262,239 241,881 311,255
TOTAL ASSETS LESS CURRENT
LIABILITIES 461,001 410,673 377,127
NON-CURRENT LIABILITIES
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 1,424 1,113 994
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/H111816 7,307 2,010 8,091
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,731 3,123 9,085
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/H1118452,270 407,550 368,042
EQUITY
Equity attributable to owners of the parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 30,000 30,000 30,000
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/H111829 422,270 377,550 338,042
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118452,270 407,550 368,042
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 296 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2023
Attributable to owners of the parent
Share
capital
Capital
reserve
Share-based
payment
reserve
Accumulated
losses
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 28) (note 29) (note 30)
As at 1 January 2023 /H1118/H1118/H1118/H111830,000 534,213 9,424 (65,591) 508,046
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (68,491) (68,491)
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (68,491) (68,491)
Share-based payments
(note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12,715 – 12,715
As at 31 December 2023 /H1118/H111830,000 534,213* 22,139* (134,082)* 452,270
Y ear ended 31 December 2024
Attributable to owners of the parent
Share
capital
Capital
reserve
Exchange
fluctuation
reserve
Share-based
payment
reserve
Accumulated
losses
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 28) (note 29) (note 29) (note 30)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H111830,000 534,213 – 22,139 (134,082) 452,270
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (56,483) (56,483)
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (45) – – (45)
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (45) – (56,483) (56,528)
Share-based payments
(note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 11,808 – 11,808
As at 31 December 2024 /H1118/H1118/H1118/H111830,000 534,213* (45)* 33,947* (190,565)* 407,550
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 297 ---
Y ear ended 31 December 2025
Attributable to owners of the parent
Share
capital
Capital
reserve
Exchange
Fluctuation
reserve
Share-based
payment
reserve
Accumulated
losses
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 28) (note 29) (note 29) (note 30)
As at 1 January 2025 /H1118/H1118/H1118/H1118/H111830,000 534,213 (45) 33,947 (190,565) 407,550
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (62,501) (62,501)
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 225 – – 225
Total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 225 – (62,501) (62,276)
Share-based payments
(note 30) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 22,768 – 22,768
As at 31 December 2025 /H1118/H1118/H1118/H111830,000 534,213* 180* 56,715* (253,066)* 368,042
* The reserve accounts comprise the consolidated reserves of RMB422,270,000, RMB377,550,000 and
RMB338,042,000 in the consolidated statements of financial position as at 31 December 2023, 2024 and 2025,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 298 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM OPERA TING
ACTIVITIES
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Adjustment for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 934 469 344
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (1,623) (624) (2,224)
Investment income from certificate of
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (7,016) (7,257) (4,222)
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/H11187 5,136 6,737 8,792
Depreciation of right-of-use assets /H1118/H1118/H1118/H11187 5,642 6,692 7,478
Amortisation of other intangible assets /H11187 166 157 682
Write-down of inventories to net
realisable value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2,249 1,248 1,566
(Reversal of impairment)/impairment of
financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2,402 4,312 2,177
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/H11187 62 16 3
Gain on disposal of items 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/H11186 – – (152)
Fair value gains on financial assets at
fair value through profit or loss /H1118/H1118/H1118/H1118/H11186 (135) (73) (12)
Foreign exchange (gains)/losses /H1118/H1118/H1118/H1118/H1118/H11187 (76) (3) 1,326
Investment income from financial assets
at fair value through profit or loss /H1118/H1118/H11186 (2,362) (1,804) (159)
Share-based payment compensation /H1118/H1118/H1118/H111830 12,715 11,808 22,768
(50,397) (34,805) (24,134)
Decrease/(increase) in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H11188,068 (14,410) (54,075)
(Increase)/decrease in 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(57,443) (38,224) 7,389
Increase in debt investments at fair value
through other comprehensive income /H1118/H1118/H1118 (6,130) (51) (61,160)
(Increase)/decrease in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,761) (6,339) (25,318)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 299 ---
Notes Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Increase in restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118– (28,000) (24,982)
Increase in trade and bills payables /H1118/H1118/H1118/H1118/H111861,839 86,248 27,408
(Decrease)/increase in other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,690) 9,187 8,879
Increase/(decrease) in contract liabilities /H1118/H1118 2,743 (3,150) 7,687
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,771) (29,544) (138,306)
Interests received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,623 440 1,833
Net cash flows 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(49,148) (29,104) (136,473)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,742) (11,096) (7,910)
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(268) (58) (2,494)
Purchase of certificates of deposits /H1118/H1118/H1118/H1118/H1118/H1118(140,000) (155,199) –
Proceeds from redemption of certificates
of deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,423 139,104 236,138
Purchase of wealth management products /H1118 (396,000) (211,000) (180,000)
Proceeds from redemption of wealth
management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342,481 308,940 170,232
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/H111878 90 4,184
Purchase of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (15,000) (910)
Proceeds from time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 910
Net cash flows (used in)/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/H1118(159,028) 55,781 220,150
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 300 ---
Notes Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM FINANCING
ACTIVITIES
New bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000 – –
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,000) – –
Principal portion of lease payments /H1118/H1118/H1118/H1118/H111816 (5,685) (6,969) (7,579)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 (934) (469) (344)
Payment for listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,584)
Net cash flows used in 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(6,619) (7,438) (10,507)
NET INCREASE/(DECREASE) IN CASH
AND CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(214,795) 19,239 73,170
Cash and cash equivalents at beginning of
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/H1118242,356 27,585 46,950
Effect of foreign exchange rate changes,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 126 (738)
CASH AND CASH EQUIV ALENTS A T
END OF YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,585 46,950 119,382
ANAL YSIS OF BALANCES OF CASH
AND CASH EQUIV ALENTS
Cash and cash equivalents as stated in the
consolidated statements of financial
position /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 27,585 46,950 119,382
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 301 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
Notes As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111814 4,617 5,166 8,847
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 676 623 1,489
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 4,266 1,982 8,263
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 11,110 18,487 18,784
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 157,810 113,148 3,196
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 – 15,184 15,574
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,479 154,590 56,153
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 13,173 19,416 17,741
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 136,055 200,865 257,007
Debt investments at fair value through
other comprehensive income /H1118/H1118/H1118/H1118/H1118/H111823 4,988 5,095 56,811
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 143,134 196,407 82,093
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 106,136 10,073 20,012
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 – 28,000 51,064
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 13,835 27,173 86,074
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118417,321 487,029 570,802
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 69,470 157,322 143,244
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 5,376 2,161 7,821
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 37,584 43,143 57,876
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 2,511 1,594 3,014
Provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 1,378 1,877 2,253
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,319 206,097 214,208
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301,002 280,932 356,594
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118479,481 435,522 412,747
NON-CURRENT LIABILITIES
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 1,424 1,113 994
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 2,197 607 5,394
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,621 1,720 6,388
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118475,860 433,802 406,359
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 30,000 30,000 30,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 445,860 403,802 376,359
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118475,860 433,802 406,359
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 302 ---
NOTES TO FINANCIAL STATEMENTS
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
SHENZHEN LDROBOT CO., LTD (the “Company”) was incorporated in Chinese Mainland on 17 November
2017 as a limited liability company under the PRC laws and converted into a joint stock company with limited
liability in June 2022. The registered office of the Company is located at 16/F, Tower A, Building 6, International
Innovation V alley, Xili Subdistrict, Nanshan District, Shenzhen, Guangdong Province.
During the Relevant Periods, the Company and its subsidiaries (collectively, the “Group”) were mainly
engaged in the design, development and manufacture of intelligent robots.
In the opinion of the directors, Mr. Zhou, Mr. Guo (by virtue of the Acting in Concert Agreement among Mr.
Zhou and Mr. Guo), Ms. Wang (being Mr. Zhou’s spouse), and Photon Space (whose general partner is Mr. Zhou and
is deemed to be controlled by Mr. Zhou), are collectively considered as the controlling shareholders of the Group as
of the end of Relevant Periods.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics
to a private company incorporated in Hong Kong), particulars of the principal subsidiary are set out below:
Name Note
Place and date of
incorporation and
place of operations
Registered share
capital
Percentage of
equity attributable
to the Company
Principal activitiesDirect
Guangdong Ledong
Electronics
Technology Co., Ltd*
ҦϞ
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) Chinese Mainland
9 July 2021
RMB10,000,000 100% Manufacture of
intelligent
robots
Note:
(a) The statutory financial statements of the entity for the years ended 31 December 2023, 2024 and 2025,
prepared in accordance with Accounting Standards for Business Enterprises — Basic Standard and
specific accounting standards, implementation guidance, interpretations and other relevant provisions
(“PRC GAAP”) issued by the Ministry of Finance, were audited by Shenzhen Great Wall Certified
Public Accountants Co., Ltd. (ʮ̡), certified public accountants
registered in the PRC.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with HKFRS Accounting Standards
(which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and
Interpretations) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). All HKFRS
Accounting Standards effective for the accounting period commencing from 1 January 2025, together with the
relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial
Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention except for certain
financial instruments which have been measured at fair value at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 303 ---
Basis of consolidation
The Historical Financial Information includes the financial statements of the company and its subsidiaries
(collectively referred to as “the Group”) for the Relevant Periods. A subsidiary is an entity (including a structured
entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities
of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has,
directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment
retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised
in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis
as would be required if the Group had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS
The Group has not applied the following new and revised HKFRS Accounting Standards, that have been issued
but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and revised
HKFRS Accounting Standards, if applicable, when they become effective.
HKFRS 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/H1118Presentation and Disclosure in Financial
Statements
2
HKFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability:
Disclosures 2
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement
of Financial Instruments 1
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Contract Referencing Nature-dependent Electricity 1
Amendments to HKFRS 10 and HKAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor
and its Associate or Joint V enture 3
Amendments to HKAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation
Currency 2
Annual Improvements to HKFRS Accounting
Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to HKFRS 1, HKFRS 7, HKFRS 9,
HKFRS 10 and HKAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
APPENDIX I ACCOUNTANTS’ REPORT
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The above HKFRS Accounting Standards are not expected to have any significant impact on the Group’s
financial statements except for HKFRS18. Further information about the HKFRS 18 is described below.
HKFRS 18 replaces HKAS 1 Presentation of Financial Statements . While a number of sections have been
brought forward from HKAS 1 with limited changes, HKFRS 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. Some requirements previously included in HKAS 1 are moved to HKAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors , which is renamed as HKAS 8 Basis of Preparation of Financial Statements .A sa
consequence of the issuance of HKFRS 18, limited, but widely applicable, amendments are made to HKAS 7
Statement of Cash Flows , HKAS 33 Earnings per Share and HKAS 34 Interim Financial Reporting . In addition, there
are minor consequential amendments to other HKFRS Accounting Standards. HKFRS 18 and the consequential
amendments to other HKFRS Accounting Standards are effective for annual periods beginning on or after 1 January
2027 with earlier application permitted. Retrospective application is required. Based on the preliminary assessment
made by the directors, the adoption of HKFRS 18 is not expected to have any significant impact on the financial
performance and financial position of the Group, but has impact on the presentation and disclosure of the Group’s
financial statements.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Fair value measurement
The Group measures its financial assets at fair value through profit or loss and financial assets at fair value
through other comprehensive income at the end of each of the Relevant Periods. Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal
market, in the most advantageous market for the asset or liability. The principal or the most advantageous market
must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that
market participants would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the
fair value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on
the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories, financial assets and other non-current assets), the asset’s recoverable amount is estimated. An asset’s
recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of
disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets, in which case the recoverable amount is determined for
the cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the
recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed
only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to
an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation)
had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited
to profit or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity);
(viii) and the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The estimated useful lives and residual values are as
follows:
Estimated useful lives Residual value
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118Shorter of lease term or estimated useful life –
Machinery and equipment /H1118/H1118/H1118/H1118/H11183 to 10 years 5%
Office equipment and fixtures /H1118/H11183 to 5 years 5%
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 years 5%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives
and the depreciation methods are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property, plant and equipment including any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified
to the appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible
assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over
the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
Patent
Patent is stated at cost less any impairment losses and is amortised on the straight-line basis over its estimated
useful life of 10 years.
Software
Purchased software is stated at cost less any impairment losses and is amortised on the straight-line basis over
its estimated useful life of 3 to 5 years.
Research and development costs
All research costs are charged to profit or loss as incurred.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 307 ---
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets.
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 to 5 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term
reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on
an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment
occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a
change in an index or rate) or a change in assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of buildings (that is those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
It also applies the recognition exemption for leases of low-value assets to leases of office equipment that are
considered to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as
an expense on a straight-line basis over the lease term.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 308 ---
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade and bills
receivables that do not contain a significant financing component or for which the Group has applied the practical
expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial
asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs.
Trade and bills receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient are measured at the transaction price determined under HKFRS 15 in accordance with the
policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign exchange
revaluation and impairment losses or reversals are recognised in profit or loss and computed in the same manner as
for financial assets measured at amortised cost. The remaining fair value changes are recognised in other
comprehensive income. Upon derecognition, the cumulative fair value change recognised in other comprehensive
income is recycled to the statement of profit or loss.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the consolidated statements of financial
position at fair value with net changes in fair value recognised in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 309 ---
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
(1) the rights to receive cash flows from the asset have expired; or
(2) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At the end of each of the Relevant Periods, the Group assesses whether the credit risk on a financial instrument
has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a
default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the
financial instrument as at the date of initial recognition and considers reasonable and supportable information that
is available without undue cost or effort, including historical and forward-looking information.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.
For debt investments at fair value through other comprehensive income, the Group applies the low credit risk
simplification. At each reporting date, the Group evaluates whether the debt investments are considered to have low
credit risk using all reasonable and supportable information that is available without undue cost or effort. In making
that evaluation, the Group reassesses the external credit ratings of the debt investments. Debt investments graded in
the top investment categories (V ery Good and Good) as they are large state-owned commercial banks and large listed
commercial banks, and they are considered to be low credit risk investments. It is the Group’s policy to measure ECLs
on such instruments on a 12-month basis. The credit risk of debt investments is immaterial.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 310 ---
Debt investments at fair value through other comprehensive income and financial assets at amortised cost are
subject to impairment under the general approach and they are classified within the following stages for measurement
of ECLs, except for trade receivables and contract assets which apply the simplified approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition
but that are not credit-impaired financial assets and for which the loss allowance is measured
at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount equal
to lifetime ECLs
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies the
practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified
approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific
to the debtors and the economic environment.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of financial liability and equity instrument.
A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another financial
asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions
that are potentially unfavourable to the entity; or (b) a contract that will or may be settled in the entity’s own equity
instruments and is: (i) a non derivative for which the entity is or may be obliged to deliver a variable number of the
entity’s own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed
amount of cash or another financial asset for a fixed number of the entity’s own equity instruments.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings, or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and bills payables, other payables and accruals, and lease
liabilities.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost
After initial recognition, trade and other payables and accruals, and loans and borrowings are subsequently
measured at amortised cost, using the effective interest rate method unless the effect of discounting would be
immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the liabilities
are derecognised as well as through the effective interest rate amortisation process.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 311 ---
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average
basis. In the case of work in progress and finished goods, comprises direct materials, direct labour and an appropriate
proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs to be
incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into
known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting
short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
The Group provides for warranties in relation to the sale of products for general repairs of defects occurring
during the warranty period. Provisions for these assurance-type warranties granted by the Group are initially
recognised based on sales volume and past experience of the level of repairs and returns. The warranty-related cost
is revised annually.
Income tax and deferred tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
each of the Relevant Periods, taking into consideration interpretations and practices prevailing in the country in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 312 ---
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries, associates and
joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carry forward of unused
tax credits and any unused tax losses in respect of deductible temporary differences associated with investments in
subsidiaries, associates and joint ventures, deferred tax assets are only recognised to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are
recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and deferred
tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs for which it is intended to compensate,
are expensed.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
Sales of products
Revenue from the sale of products is recognised at the point in time when control of the product is transferred
to the customer, generally on delivery or acceptance of the products as agreed in the sales contracts.
For some contracts with customers, the Group receives a non-recurring engineering (“NRE”) payment before
the production of goods for the customers. Such NRE payment will be refunded to the customers only if the
production and sales volume over a specified period has achieved the agreed target. The NRE payment is initially
recognised as other payables of the Group and transferred to contract liabilities when it is almost certain that the
target will not be met. It will be recognised as revenue upon the completion of the contract obligations and when it
is not refundable.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 313 ---
The Group also sells its robot lawn mowers directly to end customers via e-commence platforms. Revenue is
recognised at a point in time when the goods are delivered and accepted by the end customers. The Group estimates
the time of acceptance by the end customers based on the actual delivery time, the historical experience on
transportation time required, and the time when online payment is completed.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from
a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Right-of-return assets
A right-of-return asset is recognised for the right to recover the goods expected to be returned by customers.
The asset is measured at the former carrying amount of the goods to be returned, less any expected costs to recover
the goods and any potential decreases in the value of the returned goods. The Group updates the measurement of the
asset for any revisions to the expected level of returns and any additional decreases in the value of the returned goods.
Refund liabilities
A refund liability is recognised for the obligation to refund some or all of the consideration received (or
receivable) from a customer and is measured at the amount the Group ultimately expects it will have to return to the
customer. The Group updates its estimates of refund liabilities (and the corresponding change in the transaction price)
at the end of each reporting period.
Contract costs
Other than the costs which are capitalised as inventories, property, plant and equipment and intangible assets,
costs incurred to fulfill a contract with a customer are capitalised as an asset if all of the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can specifically
identify.
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in continuing
to satisfy) performance obligations in the future.
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to profit or loss on a systematic basis that is consistent
with the transfer to the customer of the goods or services to which the asset relates. Other contract costs are expensed
as incurred.
Share-based payments
The Company operates share incentive schemes. Employees (including directors) of the Group receive
remuneration and rewards in the form of share-based payments, whereby employees render services as consideration
for equity instruments (“equity-settled transactions”).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date
at which they are granted. The fair value is determined by an external valuer using recent transaction approach and
discounted cash flow model, further details of which are given in note 30 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each of the Relevant Periods until
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 314 ---
the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an option 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.
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Chinese Mainland are required to participate in
a central pension scheme operated by the local municipal government. The subsidiaries operating in Chinese
Mainland are required to contribute a certain percentage of their payroll costs to the central pension scheme. The
contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension
scheme.
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.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e.,
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as
part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially
ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects the
amounts that it recognises in its financial statements. The Group will adjust the amounts recognised in its financial
statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those
conditions in light of the new information. For non-adjusting events after the reporting period, the Group will not
change the amounts recognised in its financial statements, but will disclose the nature of the non-adjusting events and
an estimate of their financial effects, or a statement that such an estimate cannot be made, if applicable.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the
Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 315 ---
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of
exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of
monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of
each of the Relevant Periods, the assets and liabilities of these entities are translated into RMB at the exchange rates
prevailing at the end of each of the Relevant Periods and their statements of profit or loss are translated into RMB
at the exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in the
exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On
disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is
recognised in profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are
translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of
overseas subsidiaries which arise throughout the year are translated into RMB at the weighted average exchange rates
or the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or
liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
Historical Financial Information:
Recognition of income taxes and deferred tax assets
Determining income tax provision involves judgement on the future tax treatment of certain transactions and
when certain matters relating to the income taxes have not been confirmed by the local tax bureau. Management
evaluates tax implications of transactions and tax provisions are set up accordingly. The tax treatments of such
transactions are reconsidered periodically to take into account all changes in tax legislation.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will
be available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits
together with future tax planning strategies.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 316 ---
Development expenses
Expenses incurred on each pipeline project to develop new products is capitalised and deferred only when the
Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use
or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic
benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure
during the development. Product development expenditure which does not meet these criteria is expensed when
incurred. Determining the amounts of development costs to be capitalised requires the use of judgements and
estimation.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at the end of each reporting period. Non-financial assets are tested for impairment when there are
indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an
asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of
disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from
binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental
costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the
expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to
calculate the present value of those cash flows.
Provision against obsolete and slow-moving inventories
The Group reviews the condition of its inventories at the end of each of the Relevant Periods and makes
provisions against obsolete and slow-moving inventory items which are identified as no longer suitable for sale or
use based on sales forecasts. Such sales forecasts are prepared based on agreements or orders on hand and estimated
sales in the foreseeable future based on historical experiences with its customers and current market conditions of
robots’ industry. Management estimates the net realisable value for those obsolete and slow-moving inventories based
primarily on the latest invoice prices and current market conditions. The estimation is reassessed at the end of each
of the Relevant Periods. The provision against obsolete and slow-moving inventories requires the use of judgements
and estimates. Where the actual outcome or expectation in future is different from the original estimate, such
difference will impact on the carrying value of inventories and the write-down of inventories recognised in the
periods in which such estimates have been changed.
Provision for expected credit losses on trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on
days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if
forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can
lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At each
reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade
receivables is disclosed in note 21 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 317 ---
Leases — estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have
to pay”, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter
into financing transactions) or when it needs to be adjusted to reflect the terms and conditions of the lease (for
example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such
as the subsidiary’s stand-alone credit rating).
4. SEGMENT INFORMATION
For management purposes, the Group is organised into business units based on their products and services and
has one reportable operating segment.
The information reported to the directors, who are the chief operating decision makers, for the purpose of
resource allocation and assessment of performance does not contain discrete operating segment financial information
and the directors reviewed the financial results of the Group as a whole. Therefore, no further information about the
operating segment is presented.
Geographical information
(a) Revenue from external customers
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275,850 448,781 610,275
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/H1118712 18,564 137,498
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/H1118276,562 467,345 747,773
The revenue information above is based on the locations of the customers.
(b) Non-current assets
Most of the Group’s non-current assets are located in Chinese Mainland. Thus, no geographic information is
presented.
Information about major customers
Revenue from a major customer which accounted for 10% or more of the Group’s revenue during the
Relevant Periods is set out below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,488 71,434 84,498
Customer 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* 66,256 N/A*
Customer 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,596 57,275 N/A*
Customer 4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,604 N/A* N/A*
Customer 5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,882 N/A* 119,340
* Less than 10% of the Group’s revenue.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 318 ---
5. REVENUE
An analysis of revenue is as follows:
(a) Disaggregated revenue information
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Types of goods
Sensors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118167,297 340,572 434,683
Algorithm modules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,858 98,706 171,769
Robot lawn mowers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 23,272 136,896
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/H11182,344 4,795 4,425
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/H1118276,562 467,345 747,773
Timing of revenue recognition
Goods transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,562 467,345 747,773
* Others primarily include materials and accessories, and commercial cleaning robots.
The following table shows the amounts of revenue recognised in the Relevant Periods that were included
in the contract liabilities at the beginning of each of the Relevant Periods and recognised from performance
obligations satisfied in previous periods:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sales of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,190 4,667 913
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sales of products
The performance obligation is satisfied upon delivery or acceptance of products and payment is
generally due within 2 months from delivery, where payment in advance is required for certain products.
For the contracts with customers, they are rendered in a short period of time, which is generally less than
one year, and the Group has elected the practical expedient for not to disclose the remaining performance
obligations for these types of contracts.
6. OTHER INCOME AND GAINS
An analysis of other income and gains is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income
Government grants* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,046 10,260 14,393
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,623 624 2,224
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 319 ---
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investment income from certificates of deposits /H1118 7,016 7,257 4,222
Investment income from financial assets at fair
value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,362 1,804 159
Penalty income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,297 – –
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/H1118367 237 280
21,711 20,182 21,278
Gains
Foreign exchange gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 63–
Gain on disposal of items of right of use assets /H1118 – – 152
Fair value gains on financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118135 73 12
211 76 164
Total other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,922 20,258 21,442
* Certain government grants have been received related to the Group’s day-to-day activities. Government
grants included value added tax (“V A T”) refund and compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Group. There are no unfulfilled
conditions or contingencies relating to these grants.
7. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Cost of inventories sold* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,453 376,028 555,828
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/H111814 5,136 6,737 8,792
Depreciation of right-of-use assets** /H1118/H1118/H1118/H1118/H1118/H111816(a) 5,642 6,692 7,478
Amortisation of other intangible assets** /H1118/H1118/H1118/H111815 166 157 682
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111895,940 94,857 121,121
Impairment of trade and bills receivables /H1118/H1118/H1118/H111821 2,257 3,930 1,752
Impairment of other receivables and deposits /H1118 145 382 425
Total impairment losses on financial assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,402 4,312 2,177
Lease payments not included in the
measurement of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(c) 850 565 777
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 13,644
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 19 24
Foreign exchange (gains)/losses*** /H1118/H1118/H1118/H1118/H1118/H1118/H11186 (76) (3) 1,326
Write-down of inventories to net realisable
value* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,249 1,248 1,566
Gain on disposal of items 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– – (152)
Loss 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/H111862 16 3
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 320 ---
Y ear ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Employee benefit expenses (excluding
directors’ and chief executive’s
remuneration):
– Salaries, allowances and benefits in kind /H1118 127,524 134,448 176,901
– Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,470 6,041 9,987
– Equity-settled share-based payment
expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,612 9,705 20,302
142,606 150,194 207,190
* The amounts disclosed for cost of inventories sold included the write-down of inventories to net
realisable value.
** The depreciation of property, plant and equipment, amortisation of intangible assets, and depreciation
of right-of-use assets are included in “Cost of sales”, “Selling and marketing expenses”, “Administrative
expenses”, and “Research and development expenses” in profit or loss.
*** The amount is included in “Other expenses” or “Other income and gains” in profit or loss.
8. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest expenses on:
Bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 0 5––
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629 469 344
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/H1118934 469 344
9. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Directors’ and chief executive’s remuneration for the Relevant Periods, disclosed pursuant to the Listing Rules,
section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure
of Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 120 234
Other emoluments:
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H11182,231 2,405 2,444
Performance related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,310 1,760 2,148
Equity-settled share-based payment expenses /H1118/H1118 2,103 2,103 2,466
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 36 45
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/H11185,794 6,424 7,337
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 321 ---
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Mr. Zhang Haichun
(Note (vi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 60 25
Mr. Y ang Gaoyu
(Note (vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 5––
Mr. Cheng Hao
(Note (v)) /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 2
Ms. Y an Hongyu
(Note (vii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 60 85
Mr. Hong Kam Le
(Note (vi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 6 2
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/H1118120 120 234
(b) Directors and the chief executive
Y ear ended 31 December 2023
Salaries,
allowances and
benefits in kind
Performance
related bonuses
Equity-settled
share-based
payment
expenses
Pension scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors and chief
executive:
Mr. Zhou Wei (Note (i)) /H1118/H1118/H1118/H1118762 50 – 10 822
Mr. Guo Gaihua (Note (ii)) /H1118/H1118 737 300 – 10 1,047
Mr. Zhang Jun (Note (iii)) /H1118/H1118/H1118732 960 2,103 10 3,805
2,231 1,310 2,103 30 5,674
Non-executive director:
Mr. Huang Xi (Note (iv)) /H1118/H1118/H1118–––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,231 1,310 2,103 30 5,674
Y ear ended 31 December 2024
Salaries,
allowances and
benefits in kind
Performance
related bonuses
Equity-settled
share-based
payment
expenses
Pension scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors and chief
executive:
Mr. Zhou Wei (Note (i)) /H1118/H1118/H1118/H1118770 400 – 12 1,182
Mr. Guo Gaihua (Note (ii)) /H1118/H1118 850 400 – 12 1,262
Mr. Zhang Jun (Note (iii)) /H1118/H1118/H1118785 960 2,103 12 3,860
2,405 1,760 2,103 36 6,304
Non-executive director:
Mr. Huang Xi (Note (iv)) /H1118/H1118/H1118–––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,405 1,760 2,103 36 6,304
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 322 ---
Y ear ended 31 December 2025
Salaries,
allowances and
benefits in kind
Performance
related bonuses
Equity-settled
share-based
payment
expenses
Pension scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors and
chief executive:
Mr. Zhou Wei (Note (i)) /H1118/H1118/H1118/H1118817 488 – 15 1,320
Mr. Guo Gaihua (Note (ii)) /H1118/H1118 795 488 – 15 1,298
Mr. Zhang Jun (Note (iii)) /H1118/H1118/H1118832 1,172 2,466 15 4,485
2,444 2,148 2,466 45 7,103
Non-executive director:
Mr. Huang Xi (Note (iv)) /H1118/H1118/H1118–––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,444 2,148 2,466 45 7,103
Notes:
(i) Mr. Zhou Wei was appointed as the chairman of the board of directors of the Company with effect from
May 2022.
(ii) Mr. Guo Gaihua was appointed as a director and the chief executive officer of the Company with effect
from May 2022.
(iii) Mr. Zhang Jun was appointed as a director and was re-designated as the chief operating officer of the
Company with effect from May 2022.
(iv) Mr. Huang Xi was appointed as a non-executive director of the Company with effect from May 2022.
(v) Mr. Cheng Hao was appointed as independent director of the Company with effect from May 2022.
(vi) Mr. Zhang Haichun was appointed as independent director of the Company with effect from May 2022
until May 2025. Mr. Hong Kam Le was appointed as an independent director of the Company with effect
from May 2025.
(vii) Mr. Y ang Gaoyu was appointed as an independent director of the Company with effect from May 2022
until June 2023. Ms. Y an Hongyu was appointed as an independent director of the Company with effect
from June 2023.
During the Relevant Periods shares were granted to certain directors in respect to their services rendering to
the Group, further details of which are set out in note 30 to the Historical Financial Information. The fair value of
such granted shares, which has been recognised in profit or loss, was determined as at the date of grant and the
amount included in the Historical Financial Information is included in the above directors’ remuneration disclosures.
Save for disclosed above, there was no arrangement under which a director or the chief executive waived or
agreed to waive any remuneration during the Relevant Periods.
As the Company had dissolved the supervisory committee from May 2025, the supervisors’ remuneration was
not included in the above disclosures.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 323 ---
10. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods included 1, 2 and 1 directors, respectively, details
of whose remuneration are set out in note 9 to the Historical Financial Information. Details of the remuneration of
the remaining 4, 3 and 4 highest paid employees who are neither a director nor chief executive of the Company during
the Relevant Periods are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H11182,540 2,726 3,474
Performance related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118742 873 1,447
Equity-settled share-based payment expenses /H1118/H1118/H11188,411 1,877 1,894
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842 35 59
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/H111811,735 5,511 6,874
The number of non-director, non-chief executive highest paid employees whose remuneration fell within the
following bands is as follows:
Y ear ended 31 December
2023 2024 2025
Number of employees
Below HK$1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK1,000,001 to HK2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223
HK2,000,001 to HK3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HK3,000,001 to HK4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811–
Over HK4,000,001 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
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/H1118434
During the Relevant Periods, share awards were granted to certain highest paid employees in respect of their
services and contributions to the Group, further details of which are set out in note 30 to the Historical Financial
Information. The fair value of such awards, which has been recognised in profit or loss immediately upon the date
of grant or over the vesting period, was determined as at the date of grant and the amount included in the Historical
Financial Information for the Relevant Periods is included in the above highest paid employees’ remuneration
disclosures.
11. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
Chinese Mainland
The provision for corporate income tax in Chinese Mainland is based on the statutory rate of 25% of the
assessable profits, in accordance with the PRC Income Tax Law and the respective regulations which were approved
and became effective on 1 January 2008.
The Company was qualified as high and new technology enterprise and was subject to income tax at a
preferential tax rate of 15% during the Relevant Periods.
Hong Kong
The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 16.5% on the
estimated assessable profits arising in Hong Kong during the year, while the subsidiary of the Group which is a
qualifying entity under the two-tiered profits tax rates regime. The first HK$2,000,000 of assessable profits of the
subsidiary was taxed at 8.25% and the remaining assessable profits are taxed at 16.5% during each of the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 324 ---
A reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the
effective tax rate is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Tax at the statutory tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,123) (14,121) (15,625)
Effect of different tax rates enacted by local
authorities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,353 5,453 6,333
Additional deduction for eligible research and
development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,275) (13,023) (16,566)
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,977 1,850 3,884
Deductible temporary differences not recognised /H1118 314 548 533
Tax losses not recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,754 19,293 21,441
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–––
According to the PRC Corporate Income Tax regulations, the Company and Guangdong Ledong Electronics
Technology Co., Ltd, a subsidiary of the Group, are entitled to additional deduction of qualified research and
development expenses from the taxable income. The percentage of additional deduction percentage was 75% from
1 January 2022 to 30 September 2022, and increased to 100% from 1 October 2022.
The Group has accumulated tax losses in Chinese Mainland of RMB344,144,000 RMB471,895,000 and
RMB608,837,000 as at 31 December 2023, 2024 and 2025, respectively, that will expire in one to ten years for
offsetting against future taxable profits of the companies located in Chinese Mainland in which the tax losses arose.
Deferred tax assets have not been recognised in respect of these losses as they have arisen in subsidiaries that
have been loss-making for some time and it is not considered probable that taxable profits in the foreseeable future
will be available against which the tax losses can be utilised.
12. DIVIDEND
No dividend has been paid or declared by the Company during the Relevant Periods.
13. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic loss per share amounts is based on the loss for the Relevant Periods attributable
to ordinary equity holders of the parent, and the weighted average number of ordinary shares in issue during the
Relevant Periods. The weighted average number of ordinary shares in issue for 2022 before the conversion into a joint
stock company was determined by assuming that the paid-in capital had been fully converted into share capital at the
same conversion ratio of 1:17.48 as upon transformation into a joint stock company in June 2022.
No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in respect
of a dilution as the Group had no potentially dilutive ordinary shares in issue.
The calculation of basic and diluted loss per share is based on:
Y ear ended 31 December
2023 2024 2025
Loss attributable to ordinary equity holders of
the parent, used in the basic loss per share
calculation (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,491) (56,483) (62,501)
Weighted average number of ordinary shares in
issue during the year, used in the basic loss
per share calculation (’000)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,000 300,000 300,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 325 ---
* The weighted average number of ordinary shares in issue used in the basic loss per share calculation
have been adjusted retrospectively to reflect the subdivision of shares on a one-for-ten basis which shall
take effect immediately before the Listing.
14. PROPERTY, PLANT AND EQUIPMENT
The Group
Machinery
and equipment Motor vehicles
Office
equipment and
fixtures
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,759 124 3,983 7,734 611 33,211
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(1,979) (15) (1,654) (3,717) – (7,365)
Net carrying amount /H1118/H111818,780 109 2,329 4,017 611 25,846
At 1 January 2023, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111818,780 109 2,329 4,017 611 25,846
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,163 – 352 94 611 6,220
Depreciation provided
during the year /H1118/H1118/H1118/H1118(2,791) (30) (1,006) (1,309) – (5,136)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (140) – – (140)
At 31 December 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111821,152 79 1,535 2,802 1,222 26,790
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,922 124 4,195 7,828 1,222 39,291
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(4,770) (45) (2,660) (5,026) – (12,501)
Net carrying amount /H1118/H111821,152 79 1,535 2,802 1,222 26,790
Machinery
and equipment Motor vehicles
Office
equipment and
fixtures
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,922 124 4,195 7,828 1,222 39,291
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(4,770) (45) (2,660) (5,026) – (12,501)
Net carrying amount /H1118/H111821,152 79 1,535 2,802 1,222 26,790
At 1 January 2024, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111821,152 79 1,535 2,802 1,222 26,790
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,132 – 2,009 971 – 10,112
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,22 2––– (1,222) –
Depreciation provided
during the year /H1118/H1118/H1118/H1118(3,966) (30) (1,028) (1,713) – (6,737)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (107) – – (107)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111825,540 49 2,409 2,060 – 30,058
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 326 ---
Machinery
and equipment Motor vehicles
Office
equipment and
fixtures
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,276 124 6,097 8,799 – 49,296
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(8,736) (75) (3,688) (6,739) – (19,238)
Net carrying amount /H1118/H111825,540 49 2,409 2,060 – 30,058
Machinery
and equipment Motor vehicles
Office
equipment and
fixtures
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,276 124 6,097 8,799 – 49,296
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(8,736) (75) (3,688) (6,739) – (19,238)
Net carrying amount /H1118/H111825,540 49 2,409 2,060 – 30,058
At 1 January 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111825,540 49 2,409 2,060 – 30,058
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,439 – 2,791 61 792 14,083
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 704 (704) –
Depreciation provided
during the year /H1118/H1118/H1118/H1118(5,461) (30) (1,350) (1,951) – (8,792)
Transfer to assets
classified as held for
sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,719) –––– (5,719)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (4) – – (4)
At 31 December 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H111824,799 19 3,846 874 88 29,626
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,996 124 8,884 9,564 88 57,656
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(14,197) (105) (5,038) (8,690) – (28,030)
Net carrying amount /H1118/H111824,799 19 3,846 874 88 29,626
The Company
Machinery and
equipment
Office equipment
and fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,083 3,275 2,063 11,421
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(975) (1,546) (768) (3,289)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,108 1,729 1,295 8,132
At 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11185,108 1,729 1,295 8,132
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,914 376 94 2,384
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 327 ---
Machinery and
equipment
Office equipment
and fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(230) (825) (492) (1,547)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,212) (140) – (4,352)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11182,580 1,140 897 4,617
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,785 3,511 2,157 9,453
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,205) (2,371) (1,260) (4,836)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580 1,140 897 4,617
Machinery and
equipment
Office equipment
and fixtures
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,785 3,511 2,157 9,453
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,205) (2,371) (1,260) (4,836)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580 1,140 897 4,617
At 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11182,580 1,140 897 4,617
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,419 1,293 – 2,712
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(834) (722) (500) (2,056)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (107) – (107)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H11183,165 1,604 397 5,166
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,204 4,697 2,157 12,058
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,039) (3,093) (1,760) (6,892)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,165 1,604 397 5,166
Machinery and
equipment
Office
equipment and
fixtures
Leasehold
improvement
Construction in
progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,204 4,697 2,157 – 12,058
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(2,039) (3,093) (1,760) – (6,892)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,165 1,604 397 – 5,166
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H11183,165 1,604 397 – 5,166
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,777 1,717 – 162 6,656
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 74 (74) –
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,299) (859) (365) – (2,523)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(235) (217) – – (452)
At 31 December 2025, net of
accumulated depreciation /H1118/H1118/H1118/H11186,408 2,245 106 88 8,847
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 328 ---
Machinery and
equipment
Office
equipment and
fixtures
Leasehold
improvement
Construction in
progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,746 6,197 2,231 88 18,262
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(3,338) (3,952) (2,125) – (9,415)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,408 2,245 106 88 8,847
Impairment testing of non-financial assets
Non-financial assets (including the property, plant and equipment, right-of-use assets and intangible assets) of
the Group are assessed as one cash-generating unit for impairment testing as at the end of each of the Relevant
Periods.
The recoverable amount of the cash-generating unit has been determined based on a value in use calculation
using cash flow projections based on financial budgets covering the remaining useful life of non-financial assets
approved by senior management. The pre-tax discount rate applied to the cash flow projections, the margin rate of
earnings before interest, taxes, depreciation, and amortisation (“EBITDA”) used to extrapolate the cash flows of the
cash-generating unit are as follows:
As at 31 December
2023 2024 2025
Average EBITDA margin rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.92% 8.80% 10.09%
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.40% 17.07% 16.60%
The calculation of value in use is based on the following assumptions:
EBITDA margin rate — the rate is derived through combining the historical performance analysis and
forward-looking market projections incorporating industry-specific demand drivers, competitive dynamics, and
macroeconomic development.
Pre-tax discount rate — the rate reflects management’s estimate of the risks specific to the unit.
The values assigned to the key assumptions on EBITDA margin rate, discount rates are consistent with
management’s past experience and external information sources.
As at 31 December 2023, 2024 and 2025, the recoverable amount of the cash-generating unit has exceeded its
carrying amount and no impairment provision was made.
15. OTHER INTANGIBLE ASSETS
The Group
Software Patent Total
RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118646 100 746
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/H1118268 – 268
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(146) (20) (166)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118768 80 848
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 329 ---
Software Patent Total
RMB’000 RMB’000 RMB’000
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082 202 1,284
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(314) (122) (436)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118768 80 848
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118768 80 848
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/H111858 – 58
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(137) (20) (157)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118689 60 749
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,140 202 1,342
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(451) (142) (593)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118689 60 749
31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118689 60 749
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/H11182,494 – 2,494
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(662) (20) (682)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,521 40 2,561
At 31 December 2025:
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/H11183,634 202 3,836
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,113) (162) (1,275)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,521 40 2,561
The Company
Software Patent Total
RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January, 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118646 100 746
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/H111833 – 33
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83) (20) (103)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118596 80 676
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118847 202 1,049
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(251) (122) (373)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118596 80 676
31 December 2024
Cost at 1 January 2024, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118596 80 676
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/H111857 – 57
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(90) (20) (110)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118563 60 623
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 330 ---
Software Patent Total
RMB’000 RMB’000 RMB’000
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118904 202 1,106
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(341) (142) (483)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118563 60 623
31 December 2025
Cost at 1 January 2025, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118563 60 623
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/H11181,292 – 1,292
Amortisation during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(406) (20) (426)
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,449 40 1,489
At 31 December 2025:
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/H11182,196 202 2,398
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(747) (162) (909)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,449 40 1,489
16. LEASES
During the Relevant Periods, the Group entered into certain lease contracts for buildings which generally have
lease terms between two and five years. Generally, the Group is restricted from assigning and subleasing the leased
assets outside the Group.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows:
The Group
Y ear ended 31 December
2023 2024 2025
Buildings Buildings Buildings
RMB’000 RMB’000 RMB’000
As at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,066 12,306 7,827
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/H1118882 2,213 12,924
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,642) (6,692) (7,478)
Termination of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,149)
As at 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,306 7,827 12,124
The Company
Y ear ended 31 December
2023 2024 2025
Buildings Buildings Buildings
RMB’000 RMB’000 RMB’000
As at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,581 4,266 1,982
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/H1118882 – 8,673
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,197) (2,284) (2,392)
As at 31 December /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,266 1,982 8,263
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 331 ---
(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the Relevant Periods are as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H111818,175 13,372 8,616
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118882 2,213 12,924
Accretion of interest recognised during the year /H1118/H1118 629 469 344
Termination of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,301)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,314) (7,438) (7,923)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,372 8,616 12,660
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,065 6,606 4,569
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,307 2,010 8,091
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H11186,315 4,708 2,201
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118882 – 8,673
Accretion of interest recognised during the year /H1118/H1118/H1118 249 160 132
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,738) (2,667) (2,598)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,708 2,201 8,408
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,511 1,594 3,014
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,197 607 5,394
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629 469 344
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,642 6,692 7,478
Expense relating to short-term leases* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118850 565 777
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,121 7,726 8,599
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 332 ---
The Company
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249 160 132
Depreciation charge of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,197 2,284 2,392
Expense relating to short-term leases* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118850 372 201
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,296 2,816 2,725
* Included in “Administrative expenses”, “Selling and marketing expenses” and “Research and
development expenses” in profit or loss.
(d) The total cash outflow for leases is set out in note 31 to the Historical Financial Information.
17. INVESTMENTS IN SUBSIDIARIES
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investment in subsidiaries, at costs:
Guangdong Ledong Electronic Technology
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,010 10,127 10,423
Other subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100 8,360 8,361
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/H111811,110 18,487 18,784
Guangdong Ledong Electronic Technology Co., Ltd (Ledong Electronic) is the principal subsidiary of the
Company and the sole manufacturing entity of the Group. Other subsidiaries are mainly sales platforms which
purchase products from Ledong Electronic and sell to external customers. The directors of the Company determined
that the investment in Ledong Electronic has impairment indicators as at each end of the Relevant Periods and have
performed impairment testing. As the recoverable amount of investment in the subsidiary is higher than the carrying
amount of the investment, therefore no provision was made for the Relevant Periods.
18. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current:
Prepayments for property, plant and equipment /H1118/H1118/H1118/H1118346 1,225 2,322
Contract costs (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,717 1,263 780
Certificates of deposits (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,137 110,667 –
Other receivables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,713 2,077 3,037
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95) (258) (152)
158,818 114,974 5,987
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 333 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
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/H1118892 3,442 6,203
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,253 13,314 36,441
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,898
Right-of-return assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 155
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,320 8,425 3,888
Assets held for sale (note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,719
Certificates of deposits (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,516 160,337 41,461
Contract costs (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,367 835 388
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(169) (23) (554)
113,179 186,330 96,599
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/H1118271,997 301,304 102,586
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current:
Prepayments for property, plant and equipment /H1118/H1118/H1118/H111870 476 1,733
Contract costs (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,717 1,263 780
Certificates of deposits (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,137 110,667 –
Other receivables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118937 935 719
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51) (193) (36)
157,810 113,148 3,196
Current:
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/H1118749 2,580 3,090
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,662 8,240 27,079
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,898
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,635 8,348 3,498
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,350 16,070 4,228
Certificates of deposits (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892,516 160,337 41,461
Contract costs (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,367 835 388
Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(145) (3) (549)
143,134 196,407 82,093
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/H1118300,944 309,555 85,289
(a) Contract costs represented the capitalised costs directly related to the anticipated contracts with the
customers and the costs are expected to be recoverable. The capitalised costs are amortised to profit or
loss on a systematic basis that is consistent with the transfer to the customer of the goods to which the
asset relates.
(b) Certificates of deposits are issued by banks in Chinese Mainland and they are classified and measured
at amortised cost as they are held within the business model with the objective to collect contractual
cashflows.
(c) In March 2025, the Group signed an agreement with an independent third party to sell its certain moulds
and raw materials. The disposal was not completed and the related assets were classified as held for sale
as at 31 December 2025. The Group has received the advance payment of RMB3,366,000 (note 25). The
disposal is expected to be completed in April 2026.
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 334 ---
The other receivables and deposits are interest-free and unsecured.
As of 31 December 2023, 2024 and 2025, impairment of the other receivables and deposits would be measured
based on 12-month expected credit losses if they were not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, they were measured based
on lifetime expected credit losses.
19. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group and the Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Wealth management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,136 10,073 20,012
As at 31 December 2023, 2024 and 2025, the wealth management products were issued by banks in Chinese
Mainland, with expected return rates ranging from 1.5% to 3% per annum. The wealth management products were
classified as financial assets at fair value through profit or loss as their contractual cash flows are not solely payments
of principal and interest.
20. INVENTORIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,812 22,826 30,000
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/H11185,576 8,281 11,552
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/H11189,820 13,345 50,565
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,505 423 5,267
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/H111831,713 44,875 97,384
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223 3,700 573
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/H1118637 1,663 435
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/H11189,808 13,630 13,751
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,505 423 2,982
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/H111813,173 19,416 17,741
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 335 ---
21. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,509 5,212 8,336
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,409 163,440 156,051
119,918 168,652 164,387
Impairment of trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,387) (8,317) (10,069)
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/H1118115,531 160,335 154,318
Bills receivable are subject to impairment under the general approach and the impairment is considered to be
minimal.
The Group’s trading terms with its customers are mainly on credit. The credit period is normally 30 to 60 days
after the date of invoices. The Group seeks to maintain strict control over its outstanding receivables to minimise
credit risk. Overdue balances are reviewed regularly by senior management. The Group does not hold any collateral
or other credit enhancements over its trade receivable balances. The balances of trade receivables are non-interest-
bearing.
An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on the invoice
date and net of allowance for expected credit losses, is as follows:
As at 31 December
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/H1118/H1118/H1118/H1118104,865 150,628 143,135
1 year 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/H1118157 4,481 2,741
2 years 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– 14 106
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/H1118105,022 155,123 145,982
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 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/H1118/H11182,130 4,387 8,317
Impairment losses, net (note 7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,257 3,930 1,752
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/H1118/H11184,387 8,317 10,069
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates are based on days past due for groupings of various customer segments with similar
loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and
supportable information that is available at the reporting date about past events, current conditions and forecasts of
future economic conditions. Trade receivables for which the counterparties failed to make the demanded repayments
are defaulted receivables. The Group has provided impairment for the defaulted receivables based on the cash flows
that the Group expects to receive.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 336 ---
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a
provision matrix:
As at 31 December 2023
Amount Expected loss rate Impairment
RMB’000 % RMB’000
Defaulted receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,336 100.00 1,336
Other trade receivables aged:
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/H1118107,278 2.25 2,413
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118332 52.71 175
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378 100.00 378
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/H111885 100.00 85
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/H1118109,409 4.01 4,387
As at 31 December 2024
Amount Expected loss rate Impairment
RMB’000 % RMB’000
Defaulted receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,456 59.98 4,472
Other trade receivables aged:
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/H1118152,581 1.29 1,969
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,109 51.33 1,596
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109 87.16 95
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/H1118185 100.00 185
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/H1118163,440 5.09 8,317
As at 31 December 2025
Amount Expected loss rate Impairment
RMB’000 % RMB’000
Defaulted receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,341 71.87 5,995
Other trade receivables aged:
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/H1118145,418 1.57 2,283
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118936 57.80 541
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100 90.36 994
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/H1118256 100.00 256
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/H1118156,051 6.45 10,069
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,509 5,212 7,007
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,359 162,849 140,911
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,528 41,057 118,731
140,396 209,118 266,649
Less: Allowance for credit losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,341) (8,253) (9,642)
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/H1118136,055 200,865 257,007
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 337 ---
An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on the invoice
date and net of allowance for expected credit losses, is as follows:
As at 31 December
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/H1118/H1118125,389 191,163 244,224
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157 4,476 5,671
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14 105
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/H1118125,546 195,653 250,000
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 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/H11182,130 4,341 8,253
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,211 3,912 1,389
At the end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,341 8,253 9,642
22. CASH AND CASH EQUIV ALENTS, RESTRICTED BANK DEPOSITS AND TIME DEPOSITS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,585 90,134 187,938
Less: Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 52,982
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,184 15,574
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,585 46,950 119,382
Denominated in:
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/H111825,839 30,849 56,486
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,746 10,665 50,417
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 825 10,179
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,558 2,139
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 53 161
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/H111827,585 46,950 119,382
Restricted bank deposits
Analysed into:
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 52,982
Denominated in:
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– 28,000 51,064
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,308
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 605
GBP /H1118/H1118/H1118/H1118/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
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 338 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Time deposits
Analysed into:
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,184 15,574
Denominated in:
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– 15,184 15,574
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,835 70,357 152,712
Less: Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 51,064
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,184 15,574
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,835 27,173 86,074
Denominated in:
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/H111812,089 23,794 47,364
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,746 3,379 34,066
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,644
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/H111813,835 27,173 86,074
Restricted bank deposits
Analysed into:
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 51,064
Denominated in:
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– 28,000 51,064
Time deposits
Analysed into:
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,184 15,574
Denominated in:
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– 15,184 15,574
The RMB is not freely convertible into other currencies, however, under Chinese Mainland’s Foreign
Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange
Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct
foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited
with creditworthy banks with no recent history of default.
As at 31 December 2024 and 31 December 2025, the restricted bank deposits mainly represented guarantee
deposits for the issuance of bills payable. Time deposits represented the bank deposits with maturity of three years
with an expected rate of return of 2.60% per annum.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 339 ---
23. DEBT INVESTMENTS AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE INCOME
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank acceptance bills /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,238 7,289 68,449
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank acceptance bills /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,988 5,095 56,811
The above bank acceptance bills are issued by reputable banks in Chinese Mainland. They are classified and
measured at fair value through other comprehensive income as they are held within a business model with the
objective of both collecting contractual cashflows and selling. The fair value approximates to the carrying value due
to the short maturity.
24. TRADE AND BILLS PAYABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,098 121,614 135,729
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 71,241 87,660
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/H111896,098 192,855 223,389
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the
invoice date, is as follows:
As at 31 December
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/H1118/H111892,321 191,101 222,538
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,777 1,754 851
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/H111896,098 192,855 223,389
Trade payables are non-interest-bearing and are normally settled within three months.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 340 ---
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,463 9,841 9,328
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 71,241 87,660
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,007 76,240 46,256
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/H111869,470 157,322 143,244
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the
invoice date, is as follows:
As at 31 December
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/H1118/H111865,693 156,555 142,462
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,777 767 782
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/H111869,470 157,322 143,244
25. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,056 25,165 30,973
Payables for property, plant and equipment /H1118/H1118/H1118/H11182,732 1,746 7,919
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,923 3,404 5,786
Refund liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 374
Payable for listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,583
Advance receipts for the disposal of assets (note
18(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– – 3,366
Other payables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,515 8,093 7,139
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/H111830,226 38,408 57,140
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/H11181,424 1,113 994
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/H11181,424 1,113 994
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current:
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,568 13,149 13,188
Payroll payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,438 21,636 26,816
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 341 ---
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payables for property, plant and equipment /H1118/H1118/H1118/H11182,350 925 5,037
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,908 2,644 3,949
Advance receipts for the disposal of assets
(note 18(c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,366
Other payables and deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,320 4,789 5,520
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/H111837,584 43,143 57,876
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/H11181,424 1,113 994
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/H11181,424 1,113 994
Other payables included the NRE payments received from the customers before the production of goods. They
will either be transferred to contract liabilities and recognised as revenue or be refunded to the customers, depending
on whether the targets set out in the contracts can be achieved.
26. CONTRACT LIABILITIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sales of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,376 2,225 9,912
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sales of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,376 2,161 7,821
The change in contract liabilities were due to the change of orders paid in advance.
27. PROVISIONS
The Group
Warranties
RMB’000
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/H11181,192
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,416
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,230)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,299
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(800)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,877
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 342 ---
Warranties
RMB’000
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/H11181,877
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,807
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,823)
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/H11182,861
The Company
Warranties
RMB’000
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/H11181,192
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,416
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,230)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,378
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,299
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(800)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,877
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/H11181,877
Additional provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,382
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,006)
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/H11182,253
The Group generally provides warranties of 12-24 months to its customers on certain of its products for general
repairs of defects occurring during the warranty period. The amount of the provision for the warranties is estimated
based on sales volumes and past experience of the level of repairs and returns. The estimation basis is reviewed on
an ongoing basis and revised where appropriate.
28. SHARE CAPITAL
A summary of movements in the share capital is as follows:
Number of shares
in issue Share capital
(in thousand) RMB’000
As at 31 December 2023, 2024 and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,000 30,000
Prior to the Relevant Periods, the Company entered into respective shareholders’ agreements and share
subscription agreements (collectively, the “Pre-IPO Investors Agreements”) with various Pre-IPO Investors
(collectively, the “Pre-IPO Investors”) and issued 5,865,247 ordinary shares thereto with a total consideration of
approximately RMB388,000,000 (collectively, the “Pre-IPO Investments”) with the respective par value being
recorded as share capital and the remainder as reserves. Pursuant to the Pre-IPO Investors Agreements, the Pre-IPO
Investors were granted by the Company special rights, including redemption rights.
On 25 February 2022, the Company and the Pre-IPO Investors subsequently entered into supplemental
agreements, agreeing that the redemption rights granted by the Company to Pre-IPO Investors have been
irrecoverably terminated and shall be void ab initio. Taking into account the legal and regulatory framework of the
Company’s jurisdiction and the governing law of the supplemental agreements, the directors considered that it is
appropriate to present the Pre-IPO Investments as equity. As the Special Rights were terminated prior to the Relevant
Periods, there are no impacts to the financial position of the Group as at the end of the each of the Relevant Periods
or the financial performance of the Group for the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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29. RESERVES
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the
consolidated statements of changes in equity.
(a) Capital reserve
The capital reserve mainly represents the difference between the par value of the shares issued and the
consideration received.
(b) Share-based payment reserve
The share-based payment reserve represents the equity-settled share-based payment reserve, details of which
are set out in note 30 to the Historical Financial Information.
(c) Exchange fluctuation reserve
The exchange fluctuation reserve represents exchange differences arising from the translation of the financial
statement of foreign operations whose functional currencies are different from the Group’s presentation currency.
The Company
The amounts of the Company’s reserves and the movements therein for the Relevant Periods are presented as
follows:
Capital reserve
Share-based
payment reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 9,424 (46,964) 496,673
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (63,528) (63,528)
Total comprehensive loss for the year /H1118/H1118/H1118 – – (63,528) (63,528)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,715 – 12,715
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 22,139 (110,492) 445,860
Capital reserve
Share-based
payment reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 22,139 (110,492) 445,860
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (53,866) (53,866)
Total comprehensive loss for the year /H1118/H1118/H1118 – – (53,866) (53,866)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,808 – 11,808
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 33,947 (164,358) 403,802
Capital reserve
Share-based
payment reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 33,947 (164,358) 403,802
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (50,211) (50,211)
Total comprehensive loss for the year /H1118/H1118/H1118 – – (50,211) (50,211)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 22,768 – 22,768
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,213 56,715 (214,569) 376,359
APPENDIX I ACCOUNTANTS’ REPORT
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30. SHARE INCENTIVE PLAN
(a) 2020 Employee Incentive Scheme
Lecheng Technology Partnership (Limited Partnership) (ҦΥྫΆุ (Υྫ)) (“Le Cheng
Technology”) was established in the PRC since November 2017 and became a shareholder of the Company since
January 2018. 150,000 shares of the Company held by Le Cheng Technology were granted to eligible participants
who contribute to the success of the Group’s operations under 2020 Employee Incentive Scheme. The share awards
were vested immediately upon grant.
During the year ended 31 December 2022 and 2023, pursuant to share transfer agreements entered into between
limited partners of Le Cheng, who are also employees of the Group, a total of 1,395 shares and 2,130 shares of the
Company were transferred between the employees at a consideration lower than the fair value of the shares at the
time. The difference between the fair value and consideration paid was recognised as share-based payment expenses
with total amount of RMB3,499,000 for the year ended 31 December 2023.
(b) 2021 Employee Incentive Scheme
In November 2021, the Company passed a resolution to grant up to 116,726 restricted shares of the Company
to certain directors and employees of the Company (“2021 Employee Incentive Scheme”). The 2021 Employee
Incentive Scheme was established to retain certain eligible employees for the continual operation and development
of the Group.
Shenzhen Photon Space Technology Partnership (Limited Partnership) (ҦΥྫΆุ(Υ
ྫ)) (“Photon Space”) and Shenzhen Guangfan Qihang Technology Partnership Enterprise (Limited Partnership)
(ҦΥྫΆุ(Υྫ)) (“Guangfan Qihang”), employee incentive platforms established in the
PRC, subscribed for 116,726 shares of the Company at RMB137.07 per share for a total consideration of
RMB16,000,000, of which, RMB13,676,000 was paid in 2021 and RMB2,324,000 was paid in 2022. The Group has
no control over Photon Space and Guangfang Qihang. The shares held by Photon Space have been granted to the
controlling shareholders and other eligible employees.
The share awards granted to the controlling shareholders were vested immediately. The share awards granted
to other eligible employees under 2021 Employee Incentive Scheme are subject to a service condition of four years
and the share-based payment expenses are amortised over the service period.
(c) 2025 Employee Incentive Scheme
In May 2025, the Company passed a resolution to grant not exceed 24.73% partnership interest in Photon
Space and 38.79% partnership interest in Guangfan Qihang to certain directors and employees of the Company
(“2025 Employee Incentive Scheme”). The 2025 Employee Incentive Scheme was established to retain certain
eligible employees for the continual operation and development of the Group. On 8 July 2025, 568,200 restricted
shares (equivalent to 32,499 shares before conversion into a joint stock company) of the Company were granted to
the eligible participants at a subscription price of RMB10.00 and RMB16.67 per share. The vesting of the restricted
shares is subject to a service condition for two years after the grant date or one year after the IPO, whichever is later.
Set out below are details of the movements of the outstanding restricted shares granted throughout the Relevant
Periods:
Outstanding at
1 January
2023
Granted during
the year Forfeited Vested
Outstanding at
31 December
2023
Restricted shares* /H1118/H1118/H1118/H1118/H1118/H1118777,543 109,187 (34,688) – 852,042
Outstanding at
1 January
2024
Granted during
the year Forfeited Vested
Outstanding at
31 December
2024
Restricted shares* /H1118/H1118/H1118/H1118/H1118/H1118852,042 – (88,049) – 763,993
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 345 ---
Outstanding
at 1 January
2025
Granted during
the year Forfeited Vested
Outstanding at
31 December
2025
Restricted shares* /H1118/H1118/H1118/H1118/H1118/H1118763,993 574,992 (25,159) – 1,313,826
* The number of restricted shares refers to the shares after conversion into a joint stock company.
During the years ended 31 December 2023, 2024 and 2025, the Group recognised equity-settled share-based
payment expenses under 2021 Employee Incentive Scheme and 2025 Employee Incentive Scheme of RMB9,216,000,
RMB11,808,000 and RMB22,768,000, respectively.
The fair value of the share award granted through 2021 Employee Incentive Scheme and 2025 Share Incentive
Scheme were measured as the market value at the grant dates, which were determined by an external valuer using
the discounted cash flows method and recent transaction prices. The following table lists the significant inputs to the
fair value model used during the Relevant Periods:
30 June 2023 30 December 2023 30 June 2025
Expected volatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849.73% 44.48% 52.75%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.30% 2.30% 2.00%
DLOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.00% 13.00% 10.00%
31. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions to right-of-use assets and lease liabilities of
RMB882,000, RMB2,213,000 and RMB12,924,000, respectively, in respect of lease arrangements for buildings.
During the year ended 31 December 2024, the Group settled trade receivables due from a customer in the
amount of RMB6,690,000 by using the payables arising from the purchase that the Group had make from the
customer.
(b) Changes in liabilities arising from financing activities
Lease liabilities
RMB’000
At 31 December 2022 and 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/H111818,175
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,314)
New lease 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/H1118882
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629
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/H111813,372
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,438)
New lease 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/H11182,213
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118469
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/H11188,616
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,923)
New lease 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/H111812,924
Termination of lease /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,301)
Accretion of interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344
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/H111812,660
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 346 ---
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118850 565 777
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,314 7,438 7,923
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/H11187,164 8,003 8,700
32. PLEDGE OF ASSETS
Details of the Group’s bank deposits pledged for the bills payable are included in note 22 to the Historical
Financial Information.
33. COMMITMENTS
The Group had the following capital commitments at the end of each of the Relevant Periods:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,906 2,968 8,214
34 RELATED PARTY TRANSACTION
Compensation of key management personnel of the Group:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H11183,723 3,992 4,371
Performance related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,776 2,530 3,088
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 60 75
Share-based payment compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,837 3,900 12,204
Total compensation paid to key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,386 10,482 19,738
Further details of directors’ and chief executive’s are set out in note 9 to the Historical Financial Information.
35. TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets that are not derecognised in their entirety
At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks in
Chinese Mainland (the “Endorsed Bills”) with carrying amounts of RMB10,509,000 and RMB5,212,000, and
RMB8,336,000 to certain of its suppliers in order to settle the trade payables due to such suppliers (the
“Endorsement”). In the opinion of the directors, the Group has retained the substantial risks and rewards, which
include default risks relating to such Endorsed Bills, and accordingly, it continued to recognise the full carrying
amounts of the Endorsed Bills and the associated trade payables settled. Subsequent to the Endorsement, the Group
did not retain any rights on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills
APPENDIX I ACCOUNTANTS’ REPORT
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to any other third parties. The aggregate carrying amounts of the trade payables settled by the Endorsed Bills during
the year to which the suppliers have recourse were RMB12,569,000, RMB27,691,000 and RMB18,484,000 as at 31
December 2023, 2024, and 2025, respectively.
Transferred financial assets that are derecognised in their entirety
At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks in Chinese
Mainland (the “Derecognised Bills”) to certain of its suppliers in order to settle the trade payables due to such suppliers
with carrying amounts in aggregate of RMB19,722,000, RMB26,758,000 and RMB64,307,000, respectively. The
Derecognised Bills had a maturity of one to six months at the end of each of the Relevant Periods. In accordance with
the Law of Negotiable Instruments in the PRC, the holders of the Derecognised Bills may exercise the right of recourse
against any, several or all of the persons liable for the Derecognised Bills, including the Group, in disregard of the order
of precedence (the “Continuing Involvement”). In the opinion of the directors, the risk of the Group being claimed by
the holders of the Derecognised Bills is remote in the absence of a default of the accepted banks. The Group has
transferred substantially all risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the
full carrying amounts of the Derecognised Bills and the associated trade payables. The maximum exposure to loss from
the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash flows to repurchase these
Derecognised Bills is equal to their carrying amounts. In the opinion of the directors, the fair values of the Group’s
Continuing Involvement in the Derecognised Bills are not significant.
During the years ended 31 December 2023, 2024 and 2025, the Group did not recognise any gain or loss on
the date of transfer of the Derecognised Bills. No gains or losses were recognised from the Continuing Involvement,
both during the Relevant Periods or cumulatively. The endorsement has been made evenly throughout the Relevant
Periods.
36. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods are as follows:
Financial assets As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at fair value through profit or
loss:
Wealth management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,136 10,073 20,012
Financial assets at fair value through other
comprehensive income:
Debt investments at fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,238 7,289 68,449
Financial assets at amortised cost:
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,531 160,335 154,318
Financial assets included in prepayment, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,422 281,225 47,680
Time deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,184 15,574
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 28,000 52,982
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,585 46,950 119,382
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/H1118516,912 549,056 478,397
Financial liabilities
Financial liabilities at amortised cost:
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,098 192,855 223,389
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,247 9,839 17,015
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,372 8,616 12,660
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/H1118117,717 211,310 253,064
APPENDIX I ACCOUNTANTS’ REPORT
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37. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Fair values
Management has assessed that the fair values of cash and cash equivalents, restricted bank deposits, trade and
bills receivables, trade and bills payables, financial assets included in prepayments, other receivables and other
assets, and financial liabilities included in other payables and accruals approximate to their carrying amounts largely
due to the short term maturities of these instruments.
The Group’s finance department headed by the financial director is responsible for determining the policies
and procedures for the fair value measurement of financial instruments. At the end of each reporting periods, the
finance department analyses the movements in the values of financial instruments and determines the major inputs
applied in the valuation. The directors review the results of the fair value measurement of financial instruments
periodically for financial reporting.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The Group invests in financial assets at fair value through profit or loss, which represent wealth management
products issued by banks.
The fair values of wealth management products which were all issued by reputable commercial banks have
been estimated by using discounted cash flow valuation models with reference to observable inputs including
fluctuations of gold price and foreign exchange rate. The fair value of debt investments at fair value through other
comprehensive income is estimated by using a discounted cash flow valuation model based on the market interest
rates of instruments with similar terms and risks.
Fair value hierarchy
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,238 – 7,238
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 106,136 – 106,136
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 113,374 – 113,374
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,289 – 7,289
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,073 – 10,073
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 17,362 – 17,362
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 68,449 – 68,449
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,012 – 20,012
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 88,461 – 88,461
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level
2 and no transfers into or out of Level 3
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, pledge deposits, and financial
assets at fair value through profit or loss. The main purpose of these financial instruments is to raise finance for the
Group’s operations. The Group has various other financial assets and liabilities, such as trade and bills receivables
and trade and bills payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks.
Foreign currency risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations
in exchange rates between RMB and other currencies in which the Group conducts business may affect the Group’s
financial condition and results of operations.
The following table demonstrates the sensitivity at the end of each of the Relevant Periods to a reasonably
possible change in foreign currency exchange rates, with all other variables held constant, of the Group’s loss before
tax (due to changes in the fair value of monetary assets and liabilities) and the Group’s equity.
Increase/(decrease)
in basis points
(Increase)/decrease
in loss before tax
Increase/(decrease)
in equity
RMB’000 RMB’000
Y ear ended 31 December 2023
If RMB weakens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859 19 1
If RMB strengthens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (91) (91)
Y ear ended 31 December 2024
If RMB weakens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 449 449
If RMB strengthens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (449) (449)
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851 41 4
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (14) (14)
Y ear ended 31 December 2025
If RMB weakens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 2,446 2,446
If RMB strengthens against the US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (2,446) (2,446)
If RMB weakens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1,690 1,690
If RMB strengthens against the EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (1,690) (1,690)
If RMB weakens against the HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 108 108
If RMB strengthens against the HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (108) (108)
APPENDIX I ACCOUNTANTS’ REPORT
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Credit risk
The Group trades only with recognised and creditworthy parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an
ongoing basis and the Group’s exposure to bad debts is not significant. The credit risk of the Group’s other financial
assets, which comprise cash and cash equivalents and financial assets included in prepayments, other receivables and
other assets, arises from default of the counterparty, with a maximum exposure equal to the carrying amounts of these
instruments.
For other receivables and other assets, management makes periodic collective assessment as well as individual
assessment on the recoverability of other receivables based on historical settlement records and past experience. The
directors believe that there is no material credit risk inherent in the Group’s outstanding balance of other receivables.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year-end staging classification as at the end of each of the Relevant Periods.
The amounts presented are gross carrying amounts for financial assets.
At 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118– – – 119,918 119,918
Financial assets included in
prepayment, other receivables
and other assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,68 6––– 260,686
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,23 8––– 7,238
Cash and cash equivalents /H1118/H1118/H1118/H111827,58 5––– 27,585
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,509 – – 119,918 415,427
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118– – – 168,652 168,652
Financial assets included in
prepayment, other receivables
and other assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118281,50 6––– 281,506
Time deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,18 4––– 15,184
Restricted bank deposits /H1118/H1118/H1118/H1118/H111828,00 0––– 28,000
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,28 9––– 7,289
Cash and cash equivalents /H1118/H1118/H1118/H111846,95 0––– 46,950
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378,929 – – 168,652 547,581
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* /H1118/H1118/H1118– – – 164,387 164,387
Financial assets included in
prepayment, other receivables
and other assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,341 1,045 – – 48,386
Time deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,57 4––– 15,574
Restricted bank deposits /H1118/H1118/H1118/H1118/H111852,98 2––– 52,982
Debt investments at fair value
through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,44 9––– 68,449
Cash and cash equivalents /H1118/H1118/H1118/H1118119,38 2––– 1 19,382
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303,728 1,045 – 164,387 469,160
* For trade receivables to which the Group applies the simplified approach for impairment, information
based on the provision matrix is disclosed in note 21 to the Historical Financial Information.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful.”
As at 31 December 2023, 2024 and 2025, the Group had certain concentrations of credit risk as 28%, 18% and
14% of the Group’s trade and bills receivables were due from the largest customer, respectively, and 71%, 61% and
46% of the Group’s trade and bills receivables were due from the five largest customers, respectively.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use
of internally generated cash flows from operations and lease liabilities. The Group regularly reviews its major
funding positions to ensure that it has adequate financial resources in meeting its financial obligations.
The maturity profile of the Group’s financial liabilities and lease liabilities as at the end of each of the Relevant
Periods, based on the contractual undiscounted payments, was as follows:
As at 31 December 2023
Less than
12 months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,098 – 96,098
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,247 – 8,247
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,525 8,071 14,596
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/H1118110,870 8,071 118,941
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2024
Less than
12 months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192,855 – 192,855
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,839 – 9,839
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,216 2,217 9,433
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/H1118209,910 2,217 212,127
As at 31 December 2025
Less than
12 months or on
demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223,389 – 223,389
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,015 – 17,015
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,937 8,247 13,184
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/H1118245,341 8,247 253,588
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject
to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for
managing capital during the Relevant Periods.
The Group monitors capital using an asset-liability ratio, which is total assets divided by total liabilities. The
asset-liability ratios as at the end of each of the Relevant Periods were as follows:
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/H1118600,144 652,644 674,998
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,874 245,094 306,956
Asset-liability ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825% 38% 45%
39. EVENTS AFTER THE RELEV ANT PERIODS
No significant events have occurred in respect of any period subsequent to 31 December 2025.
40. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries in
respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 353 ---
The following information does not form part of the Accountants’ Report from Ernst &
Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set
out in Appendix I to this Document, and is included herein for information purpose only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” in this Document and the Accountants’ Report set out in
Appendix I to this Document.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group prepared in accordance with paragraph 4.29 of the Rules Governing the Listing
of Securities on the Stock Exchange of Hong Kong Limited and with reference to Accounting
Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment
Circulars issued by the Hong Kong Institute of Certified Public Accountants is set out here to
illustrate the effect of the Global Offering on the consolidated net tangible assets of the Group
attributable to owners of the parent as at 31 December 2025 as if the Global Offering had taken
place on 31 December 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group has been prepared for illustrative purpose only and, because of its hypothetical nature,
it may not give a true picture of the consolidated net tangible assets of the Group attributable
to owners of the parent had the Global Offering been completed as of 31 December 2025 or
as at any future dates.
Consolidated
net tangible
assets of the
Group
attributable to
owners of the
Company as at
31 December
2025
Estimated net
Proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners of the
Company as at
31 December
2025
Unaudited pro forma
adjusted consolidated net
tangible assets per Share as
at 31 December 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2&4) (Note 3) (Note 4)
Based on an Offer Price of
HK$24.00 per Share /H1118/H1118/H1118/H1118/H1118365,481 654,438 1,019,919 3.06 3.49
Based on an Offer Price of
HK$27.00 per Share /H1118/H1118/H1118/H1118/H1118365,481 738,084 1,103,565 3.31 3.78
Based on an Offer Price of
HK$30.00 per Share /H1118/H1118/H1118/H1118/H1118365,481 821,731 1,187,212 3.56 4.06
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 354 ---
Notes:
1. The consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December
2025 is arrived at after deducting intangible assets of RMB2,561,000 from the audited net assets attributable
to owners of the Company as at 31 December 2025 of RMB368,042,000 set out in the Accountants’ Report in
Appendix I to this Document.
2. The estimated net proceeds from the Global Offering are based on the Offer Price of HK$24.00, HK$27.00 or
HK$30.00 per H Share after deduction of the underwriting fees and other related expenses payable by the
Company (excluding the listing expenses that have been charged to profit or loss during the Track Record
Period) and do not take into account any share which may be sold and offered upon exercise of the
Over-allotment Option.
3. The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on the
estimated net proceeds from the Global Offering. Unaudited pro forma adjusted consolidated net tangible
assets attributable to owners of the Company as at 31 December 2025 after adjustments referred to in the
preceding note 2 and then by dividing 333,333,400 H Share to be issued, comprising of 300,000,000 H shares
to be converted from Unlisted Shares and 33,333,400 Shares to be issued assuming the Global Offering has
been completed on 31 December 2025. The shares have been adjusted retrospectively to reflect the subdivision
of shares on a one-for-ten basis.
4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the balances
stated in RMB are converted into HK$ at the rate of RMB1.00 to HK$1.14171.
5. No other adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to
reflect any trading results or other transactions of the Group entered into subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 355 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from our reporting accountants, Ernst &
Young, Certified Public Accountants, Hong Kong, prepared for the purpose of incorporation in
this prospectus, in respect of the unaudited pro forma financial information of the Group.
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
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To the Directors of SHENZHEN LDROBOT CO., LTD
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of SHENZHEN LDROBOT CO., LTD (the “Company”) and
its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at
31 December 2025, and related notes as set out on pages II-1 to II-2 of the prospectus dated
30 April 2026 issued by the Company (the “unaudited pro forma Financial Information”). The
applicable criteria on the basis of which the Directors have compiled the unaudited pro forma
Financial Information are described in Part A 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 shares of the Company on the Group’s financial
position as at 31 December 2025 as if the transaction had taken place at 31 December 2025.
As part of this process, information about the Group’s financial position has been extracted by
the Directors from the Group’s financial statements for the year ended 31 December 2025, on
which an accountants’ report has been published.
Directors’ responsibility for the unaudited pro forma Financial Information
The Directors are responsible for compiling the unaudited pro forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion
in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 356 ---
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the unaudited pro forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the unaudited pro forma Financial Information
beyond that owed to those to whom those reports were addressed by us at the dates of their
issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the unaudited pro forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the unaudited pro
forma Financial Information, nor have we, in the course of this engagement, performed an audit
or review of the financial information used in compiling the unaudited pro forma Financial
Information.
The purpose of the unaudited pro forma Financial Information included in the Prospectus
is solely to illustrate the impact of the global offering of shares of the Company on unadjusted
financial information of the Group as if the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the unaudited pro forma Financial Information provide a reasonable basis
for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related unaudited pro forma adjustments give appropriate effect to those criteria;
and
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 357 ---
 the unaudited pro forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the unaudited pro forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the unaudited pro forma Financial Information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the unaudited pro forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Ernst & Young
Certified Public Accountants
Hong Kong
30 April 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 358 ---
TAXATION FOR HOLDERS OF SECURITIES
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 of certain relevant taxation provisions is
based on laws and practices in effect as at the Latest Practicable Date, which are subject to
change or adjustment and may have retrospective effect, and therefore the following summary
of taxation provisions does not constitute any advice or recommendation. The discussion does
not deal with all possible tax consequences resulting from an investment in H Shares, nor does
it take into account the specific circumstances of any particular investor, some of which may
be subject to special regulations. Accordingly, you should consult your own tax advisor
regarding the tax consequences of an investment in H Shares.
No issues on PRC or Hong Kong taxation other than income tax, capital gain tax and
profits tax, business tax/value-added tax, stamp duty and estate duty were referred in the
discussion. Prospective investors are urged to consult their financial advisors regarding the
PRC, Hong Kong and other tax consequences of owning and disposing of the H Shares.
TAXATION IN THE PRC
Taxation on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (੻೼
), which was most recently amended and promulgated on August 31, 2018, and came into
effect and was implemented on January 1, 2019, and the Implementation Provisions of the
Individual Income Tax Law of the PRC (ૢԷ), which
was most recently amended and promulgated on December 18, 2018, and came into effect and
was implemented on January 1, 2019 (hereinafter collectively referred to as the “ IIT Law ”),
dividends distributed 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 an enterprise in the PRC is normally subject to an individual income tax of 20% unless
specifically exempted by the tax authority of the State Council or reduced by a relevant tax
treaty.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (τર), which
was signed between the Mainland China and the Hong Kong Special Administrative Region on
August 21, 2006, and came into effect on December 8, 2006, the Chinese Government may levy
taxes on the dividends paid by a PRC company to Hong Kong residents (including natural
persons and legal entities) in an amount not exceeding 10% of the total dividends payable by
the PRC company unless a Hong Kong resident directly holds 25% or more of equity interest
in a PRC company, then such tax shall not exceed 5% of the total dividends payable by the PRC
company.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 359 ---
The Fifth Protocol to the Arrangement between Mainland 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 ( <੻ᒒе
τર>), which came into effect on December 6, 2019,
stipulates that the above provisions shall not apply to arrangements or transactions entered into
with the primary purpose of obtaining the above tax benefits.
In addition, the application of the dividend clauses of the tax treaties is subject to the
requirements of the PRC tax laws and regulations, including the guidelines specified in the
Circular of the State Administration of Taxation on the Issues Concerning the Application of
the Dividend Clauses of Tax Treaties (Guo Shui Han [2009] No. 81) (ੂ
(਷೼Ռ[2009]81 ໮)), which came into effect on
February 20, 2009. Compliance with these regulations is necessary to determine the tax
applicable to dividends under the arrangement.
Enterprise Investors
Pursuant to the Enterprise Income Tax Law of the PRC (੻೼
), which was issued by the National People’s Congress (the “ NPC”) on March 16, 2007,
came into effect on January 1, 2008, and was subsequently amended on February 24, 2017, and
December 29, 2018, respectively, 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 January 1, 2008, and subsequently amended on April
23, 2019, and December 6, 2024 (hereinafter collectively referred to as the “ EIT Law ”), a
non-resident enterprise is subject to a 10% enterprise income tax on PRC-sourced income
(including dividends received from a PRC resident enterprise), if it does not have an
establishment or premise in the PRC or has an establishment or premise in the PRC but its
PRC-sourced income has no direct connection with such establishment or premise. The
aforesaid income tax payable for non-resident enterprises is deducted at source, where the
payer of the income is required to withhold the income tax from the amount to be paid to the
non-resident enterprise. Such withholding tax may be reduced or exempted under an applicable
treaty for the avoidance of double taxation.
The Circular of the State Administration of Taxation on Issues Relating to the
Withholding and Remitting of Enterprise Income Tax by PRC Resident Enterprises on
Dividends Distributed to Overseas Non-Resident Enterprise Shareholders of H Shares (Guo
Shui Han [2008] No. 897) (͏ΆุΣྤ̮H೯
(਷೼Ռ[2008]897 ໮)), which was issued and
implemented by the State Administration of Taxation (the “ SAT”) on November 6, 2008,
further clarifies that a PRC-resident enterprise must withhold corporate income tax at a rate of
10% on the dividends paid to overseas non-resident enterprise shareholders of H Shares when
distributing dividends for 2008 and onwards. In addition, the Response of the SA T 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
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 360 ---
issued and implemented by the SA T on July 24, 2009, further provides that any PRC-resident
enterprise that is listed on overseas stock exchanges must withhold enterprise income tax at a
rate of 10% on dividends for 2008 and onwards that it distributes to non-resident enterprise
shareholders. Such tax rate may be further modified under the tax treaty that China has
concluded with the relevant jurisdiction.
Pursuant to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (τર), which
was signed between the Mainland China and the Hong Kong Special Administrative Region on
August 21, 2006, and came into effect on December 8, 2006, the Chinese Government may levy
taxes on the dividends paid by a PRC company to Hong Kong residents (including natural
persons and legal entities) in an amount not exceeding 10% of the total dividends payable by
the PRC company unless a Hong Kong resident directly holds 25% or more of equity interest
in a PRC company, then such tax shall not exceed 5% of the total dividends payable by the PRC
company.
The Fifth Protocol to the Arrangement between Mainland 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 ( <੻ᒒе
τર>), which came into effect on December 6, 2019,
stipulates that the above provisions shall not apply to arrangements or transactions entered into
with the primary purpose of obtaining the above tax benefits.
In addition, the application of the dividend clauses of the tax treaties is subject to the
requirements of the PRC tax laws and regulations, including the guidelines specified in the
Circular of the SA T on the Issues Concerning the Application of the Dividend Clauses of Tax
Treaties (Guo Shui Han [2009] No. 81) (ૢಛϞᗫਪᕚ
(਷೼Ռ[2009]81 ໮)), which came into effect on February 20, 2009. Compliance with
these regulations is necessary to determine the tax applicable to dividends under the
arrangement.
Tax Treaties
Non-resident investors residing in countries or jurisdictions which have entered into
treaties for the avoidance of double taxation with the PRC may be entitled to a reduction or
exemption from corporate income tax imposed on the dividends received from PRC companies.
The PRC currently has entered into the Avoidance of Double Taxation Treaties or
Arrangements with a number of countries and regions including Hong Kong Special
Administrative Region, Macau Special Administrative Region, Australia, Canada, France,
Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United
States.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 361 ---
Non-PRC resident enterprises entitled to preferential tax rates under the relevant tax
treaties or arrangements are required to apply to the Chinese tax authorities for a refund of the
corporate income tax in excess of the agreed tax rate, and the refund application is subject to
approval by the Chinese tax authorities.
Taxation on Share Transfer
V alue-Added Tax and Local Additional Tax
Pursuant to the Notice on the Full Implementation of Pilot Program for Transition from
Business Tax to V alue-Added Tax (Cai Shui [2016] No. 36) (࠽
(ৌ೼[2016]36 ໮)) (the “ Circular 36 ”), which was effective and implemented
on May 1, 2016 and subsequently amended on July 11, 2017, December 25, 2017 and March
20, 2019, respectively, entities and individuals engaged in sales of services in the PRC shall
be subject to value-added tax (V A T) and “engaged in sales of services in the PRC” means that
the service provider or recipient of the transaction is located in the PRC.
In addition, Circular 36 also provides that the transfer of financial products, including the
transfer of the ownership of marketable securities, shall be subject to V A T at 6% on the taxable
income. For this purpose, the taxable income is the balance of the sales price upon deduction
of the purchase price. This V A T liability applies to both general and foreign V A T taxpayers. It
is worth noting that individuals who transfer financial products are exempt from V A T, which
is also provided in the Notice of Ministry of Finance and the SA T on Several Tax Exemption
Policies for Business Tax on Sale and Purchase of Financial Commodities by Individuals ( ৌ
) effective on
January 1, 2009.
Pursuant to the above regulations, a non-resident individual who sells or disposes of H
Shares is exempted from the PRC V A T; however, if the holder is a non-resident enterprise and
the buyer of H Shares is an individual or entity located outside the PRC, the holder may not
be required to pay the PRC V A T, but if the buyer of H Shares is an individual or entity located
in the PRC, the holder may be required to pay the PRC V A T.
However, it is still uncertain whether the non-PRC resident enterprises are required to pay
the PRC V A T for the disposal of H Shares in practice, given that there is no clear regulation.
At the same time, V A T payers are also required to pay urban maintenance and
construction tax, education surtax and local education surcharge, which shall be usually subject
to 12% of the V A T actually paid (if any).
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 362 ---
Income Tax
Individual Investors
Pursuant to the IIT Law, individuals are subject to an individual income tax at a rate of
20% on gains from the transfer of equity interests in the PRC resident enterprises. However,
according to the Circular of the Ministry of Finance and the SA T on Declaring that Individual
Income Tax Continues to be Exempted over Income of Individuals from the Transfer of Shares
(Cai Shui Zi [1998] No. 61) (ࡈ
(ৌ೼ο[1998]61 ໮)) jointly issued by the Ministry of Finance (the “ MOF”)
and the SA T on March 30, 1998, from January 1, 1997, income of individuals from transfer of
the shares of listed companies continues to be exempted from individual income tax.
However, on December 31, 2009, the MOF, the SA T and China Securities Regulatory
Commission jointly issued the Circular on Related Issues on Levying Individual Income Tax
over the Income Received by Individuals from the Transfer of Listed Shares Subject to Sales
Limitation (Cai Shui [2009] No. 167) (੻೼Ϟ
(ৌ೼[2009]167 ໮)), which was effective and implemented on January 1,
2010, which states that individuals’ income from the transfer of listed shares obtained from the
public offering of listed companies and transfer market on the Shanghai Stock Exchange and
the Shenzhen Stock Exchange shall continue to be exempted from individual income tax,
except for the relevant shares which are subject to sales restriction (as defined in the
Supplementary Notice on Issues Concerning the Levy of Individual Income Tax on Individuals’
Income from the Transfer of Restricted Stocks of Listed Companies (Cai Shui [2010] No. 70)
( (ৌ೼[2010]70
໮)) jointly issued by such three departments and effective on November 10, 2010.
As of the Latest Practicable Date, no aforesaid provisions have expressly provided that
individual income tax shall be levied from non-PRC resident individuals on the transfer of
shares of the PRC resident enterprises listed on overseas stock exchanges.
Enterprise Investors
In accordance with the EIT Law and its implementation provisions, a non-resident
enterprise is generally subject to enterprise income tax at the rate of 10% on PRC-sourced
income, including gains derived from the disposal of equity interests in a PRC resident
enterprise. However, this tax only applies if the non-resident enterprise does not have an
establishment or premise in the PRC or has an establishment or premise in the PRC but its
PRC-sourced income has no real connection with such establishment or premise. The income
tax to be withheld by a non-resident enterprise shall be deducted at source, with the paying
entity acting as the withholding agent. Such withholding agent is obliged to deduct the income
tax from each payment made or due to the non-resident enterprise. Notably, such tax may be
reduced or exempted under applicable tax treaties or agreements on the avoidance of double
taxation.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-5 –


--- page 363 ---
Stamp Duty
Pursuant to the Stamp Duty Law of the PRC (), which was
promulgated by the SCNPC on June 10, 2021, and became effective and was implemented on
July 1, 2022, the PRC stamp duty applies to all types of documents that are legally binding in
the PRC and are protected by the PRC laws. Therefore, the PRC stamp duty does not apply to
the purchase or disposal of H Shares outside the PRC.
Estate Duty
No estate duty is currently levied in the PRC under current PRC laws.
Enterprise Income Tax
Under the EIT Law, the enterprise income tax rate in the PRC is 25% and is in line with
the rate applicable to foreign-invested enterprises and foreign enterprises.
Pursuant to the Administrative Measures for Determination of High and New Tech
Enterprises (), which was promulgated by the Ministry of
Science and Technology, the MOF and the SA T on April 14, 2008, amended on January 29,
2016, and became effective on January 1, 2016, an enterprise recognized as a high and new
technology enterprise may apply for a preferential enterprise income tax rate of 15% according
to the relevant requirements of the EIT Law. Pursuant to the Notice on Promoting Nationwide
the Enterprise Income Tax Policies for Advanced Technology Service Enterprises Across the
Country () (the relevant
enterprise income tax incentives stipulated therein have been implemented since January 1,
2017), which was promulgated by the MOF, the SA T, the Ministry of Commerce, the Ministry
of Science and Technology and the NDRC on November 2, 2017, and became effective on
January 1, 2017, the enterprise income tax shall be levied on certified advanced technology
service enterprises at a reduced tax rate of 15% across the country. The portion of the employee
educational expenses of a certified advanced technology service enterprise not exceeding 8%
of its total salaries and wages shall be allowed to be deducted in calculating its taxable income,
and the excessive portion shall be allowed to be carried forward to subsequent tax years for
deduction.
VAT
Before August 2013 and according to applicable tax regulations in Mainland China, any
entity or individual conducting business in the service industry is generally required to pay a
business tax at the rate of 5% on the revenue generated from providing services. However, if
the services provided are related to technology development and transfer, the business tax may
be exempted subject to approval by the relevant tax authorities.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-6 –


--- page 364 ---
In November 2011, the MOF and the SA T promulgated the Pilot Plan for Imposition of
V A T to Replace Business Tax (). In May and December 2013,
April 2014, March 2016 and July 2017, the MOF and the SA T promulgated five circulars to
further expand the scope of services that are to be subject to V A T instead of business tax. Under
these tax rules, from August 1, 2013, a V A T was imposed to replace the business tax in certain
service industries, including technology services and advertising services, and from May 1,
2016, V A T replaced business tax in all industries, on a nationwide basis. On November 19,
2017, the State Council further amended the Interim Regulation of the PRC on V alue Added
Tax (೼ᅲБૢԷ) to reflect the normalization of the pilot program.
The V A T rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the V A T rate
applicable to the small-scale taxpayers is 3%. Unlike a business tax, a taxpayer is allowed to
offset the qualified input V A T paid on taxable purchases against the output V A T chargeable on
the revenue from services provided.
Pursuant to the Notice on Adjusting V alue-added Tax Rates (ஷ
) promulgated by the MOF and the SA T on April 4, 2018, and became effective on May
1, 2018, the tax rates of 17% and 11% applicable to any taxpayer’s V A T taxable sale or import
of goods shall be adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening the V alue-added Tax
Reform (ʮѓ), which was issued by the MOF, the SA T
and the General Administration of Customs on March 20, 2019, and came into effect and was
implemented on April 1, 2019, the tax rates of 16% and 10% applicable to any taxpayer’s V A T
taxable sale or import of goods shall be adjusted to 13% and 9%, respectively.
FOREIGN EXCHANGE CONTROL OF THE PRC
The lawful currency of the PRC is Renminbi (“ RMB”), which is currently subject to
foreign exchange control and cannot be freely converted into foreign currencies. The SAFE,
under the authorization of the PBOC, is empowered with the functions of administering all
matters relating to foreign exchange, including the enforcement of foreign exchange control
regulations.
Pursuant to the Regulations on Foreign Exchange Control of the People’s Republic of
China ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) (the “ Regulations on Foreign Exchange
Control ”), which was promulgated by the State Council on January 29, 1996, and came into
effect and was implemented on April 1, 1996, all international payments and transfers shall be
classified into current accounts and capital accounts. The current accounts shall be subject to
the reasonable examination of the authenticity of transaction documents and their consistency
with foreign exchange receipts and payments by the financial institutions engaging in the
business of foreign exchange settlement and sales, and shall be subject to the supervision and
inspection by the foreign exchange administrative authorities. With regard to the capital
accounts, foreign organizations and individuals making direct investments in China shall, upon
approval by the competent authorities concerned, register with the foreign exchange
administrative authorities. The foreign exchange income obtained from abroad may be
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repatriated or deposited abroad. Foreign exchange and foreign exchange settlement funds under
capital accounts shall be used for the purposes approved by the relevant competent authorities
and the foreign exchange administrative authorities. When there is or may be a serious
imbalance in the balance of payments, or when there is or may be a serious crisis in the national
economy, the State may take measures necessary to guarantee and control the balance of
payments. The Regulations on Foreign Exchange Control were subsequently amended on
January 14, 1997 and August 5, 2008, respectively. The last amended Regulations on Foreign
Exchange Control clearly state that China will not impose any restrictions on international
payments and transfers under current accounts, while those under capital accounts remain
subject to relevant approvals.
The Regulations on Administration of Settlement, Sale and Payment of Foreign Exchange
() promulgated by the PBOC on June 20, 1996, and
implemented on July 1, 1996, have abrogated other restrictions on foreign exchange under
current accounts but retained existing regulations over foreign exchange transactions under
capital accounts.
Pursuant to the Announcement of the PBOC on Improving the Reform of the RMB
Exchange Rate Formation Mechanism (the PBOC Announcement [2005] No. 16) ( ʕ਷ɛ͏
ʮѓ (ʕ਷ɛ͏ვБʮѓ[2005] ୋ16໮)) issued by
the PBOC on July 21, 2005, China began to reform its exchange rate regime to implement a
managed floating exchange rate system in which the exchange rate would be adjusted based on
market supply and demand and with reference to a basket of currencies on July 21, 2005.
Therefore, the RMB exchange rate was no longer pegged to the U.S. dollar. The PBOC would
publish the closing price of the exchange rate of the RMB against trading currencies such as
the U.S. dollar in the interbank foreign exchange market after the closing of the market on each
working day, as the central parity of the currency against RMB transactions on the following
working day.
On August 5, 2008, the State Council promulgated the revised Regulations on Foreign
Exchange Control ( ̮ි၍ଣૢԷ) (the “ Revised Regulations on Foreign Exchange
Control ”), which have made substantial changes to the foreign exchange control system of the
PRC. First, the Revised Regulations on Foreign Exchange Control have adopted an approach
of balancing the inflow and outflow of foreign capital. Foreign exchange income received
overseas can be repatriated or deposited overseas, and foreign exchange and foreign exchange
settlement funds under capital accounts are required to be used only for purposes approved by
the competent authorities and foreign exchange administrative authorities. Second, the Revised
Regulations on Foreign Exchange Control have improved the RMB exchange rate system based
on market supply and demand. Third, the Revised Regulations on Foreign Exchange Control
has strengthened the monitoring of cross-border flows of foreign currency funds, where the
international balance of payment suffers or may suffer a material misbalance, or the national
economy encounters or may encounter a severe crisis, the State may adopt necessary safeguard
or control measures against the international balance of payment. Fourth, the Revised
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Regulations on Foreign Exchange Control have enhanced the regulations and the supervision
and administration of foreign exchange transactions and granted extensive authority to the
SAFE to enhance its supervisory and administrative powers.
According to the relevant laws and regulations in the PRC, PRC enterprises (including
foreign-invested enterprises) which need foreign exchange for current item transactions may,
without the approval of the foreign exchange administrative authorities, effect payment from
foreign exchange accounts opened at designated foreign exchange banks, on the strength of
valid transaction receipt or proof. Foreign-invested enterprises which need foreign exchange
for the distribution of profits to their shareholders and PRC enterprises (such as our Company)
which, in accordance with regulations, are required to pay dividends to their shareholders in
foreign exchange may, on the strength of resolutions of the board of directors or the
shareholders meeting on the distribution of profits, effect payment from foreign exchange
accounts at designated foreign exchange banks or effect exchange and payment at designated
foreign exchange banks.
On October 23, 2014, the State Council promulgated the Decisions on Matters including
Canceling and Adjusting a Batch of Administrative Approval Items (Guo Fa [2014] No. 50)
((਷೯[2014]50 ໮)), which
decided to cancel the approval requirement of the SAFE and its branches for the remittance and
settlement of the proceeds raised from the overseas listing of the foreign shares into RMB
domestic accounts.
On December 26, 2014, the SAFE promulgated and implemented the Notice of the State
Administration of Foreign Exchange on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (Hui Fa [2014] No. 54) (ྤ̮ɪ̹
 (ි೯[2014]54 ໮)), pursuant to which a domestic company shall,
within 15 working days from the date of the end of its overseas listing issuance, register the
overseas listing with the SAFE’s local branch offices at the place of its incorporation; the
proceeds from an overseas listing of a domestic company may be remitted to the domestic
account or deposited in an overseas account, but the use of the proceeds shall be consistent with
the contents as specified in the document and other disclosure documents.
Pursuant to the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment ( (Hui
Fa [2015] No. 13)), which was promulgated by the SAFE on February 13, 2015 and took effect
on June 1, 2015, two of the administrative examination and approval items, being the
confirmation of foreign exchange registration under domestic direct investment and the
confirmation of foreign exchange registration under overseas direct investment have been
canceled, the foreign exchange registration under domestic direct investment and overseas
direct investment shall be directly examined and handled by banks. The SAFE and its branch
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
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Pursuant to the Notice of the State Administration of Foreign Exchange on Reforming and
Regulating Policies on the Administration of Foreign Exchange Settlement under Capital
Accounts (Hui Fa [2016] No. 16) (ഄ
)( ි೯[2016]16 ໮), which was promulgated by the SAFE and came into effect on
June 9, 2016, the settlement of foreign exchange receipts under capital accounts (including the
foreign exchange capital, external debts and funds recovered from overseas listing, etc.) that
are subject to discretionary settlement as already specified by relevant policies may be handled
at banks based on the domestic institutions’ actual requirements for business operation. The
proportion of discretionary settlement of domestic institutions’ foreign exchange receipts under
capital accounts is temporarily determined as 100%. The SAFE may, based on the international
balance of payments, adjust the aforesaid proportion at an appropriate time.
On January 26, 2017, the SAFE issued the Notice of the State Administration of Foreign
Exchange on Further Promoting the Reform of Foreign Exchange Administration and
Improving the Examination of Authenticity and Compliance (Hui Fa [2017] No. 3) (̮
(ි೯[2017]3 ໮)) to
further expand the scope of settlement for domestic foreign exchange loans, allow settlement
for domestic foreign exchange loans with export background under goods trading; allow
repatriation of funds under domestic guaranteed foreign loans for domestic utilization; allow
settlement for domestic foreign exchange accounts of foreign institutions operating in the Free
Trade Pilot Zones; and adopt the model of full-coverage RMB and foreign currency overseas
lending management, where a domestic institution engages in overseas lending, the sum of its
outstanding overseas lending in RMB and outstanding overseas lending in foreign currencies
shall not exceed 30% of its owner’s equity in the audited financial statements of the preceding
year.
On October 23, 2019, the SAFE issue Notice of the State Administration of Foreign
Exchange on Further Facilitating Cross-border Trade and Investment (Hui Fa [2019] No. 28)
((ි೯[2019]28 ໮)), which,
among other things, allows all foreign-invested enterprises to use RMB converted from foreign
currency-denominated capital for equity investments in China, as long as the equity investment
is genuine, does not violate applicable laws, and complies with the negative list on foreign
investment.
Pursuant to the Circular of the State Administration for Foreign Exchange on Optimizing
Foreign Exchange Administration to Support the Development of Foreign-related Business
(), which was promulgated
by the SAFE on April 10, 2020, and became effective and was implemented on April 10, 2020,
the reform of facilitating the payments of income under capital accounts shall be promoted
nationwide. Eligible enterprises are allowed to make domestic payments by using their capital
funds, foreign loans and income under capital accounts of overseas listing, without providing
the evidentiary materials to the bank in advance for authenticity verification on an
item-by-item basis, provided that their capital use shall be authentic, and conform to the
prevailing administrative regulations on the use of income under capital accounts.
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This appendix contains a summary of laws and regulations on companies in China and
securities. The principal objective is to provide an overview of the principal laws and
regulations applicable to us. Laws and regulations relating to taxation in the PRC are discussed
in “Appendix III — Taxation and Foreign Exchange.” This appendix also contains a summary
of certain Hong Kong legal and regulatory provisions. For discussion of laws and regulations
specifically governing the business of the Company, please see the section headed “Regulatory
Overview.”
The PRC Legal System
The PRC legal system is based on the Constitution of the PRC (the “ Constitution ”) and
is made up of written laws, administrative regulations, local regulations, autonomous
regulations, separate regulations, departmental rules and regulations of the State Council, rules
and regulations of local governments, laws of special administrative regions and international
treaties of which the PRC Government is a signatory, and other regulatory documents. Court
judgments do not constitute legally binding precedents, although they are used for judicial
reference and guidance.
Pursuant to the Constitution and the Legislation Law of the PRC (ج
) (the “ Legislation Law ”), the NPC and SCNPC are empowered to exercise the legislative
power of the State. The NPC has the power to formulate and amend the basic laws governing
criminal and civil matters, State institutions and other matters. The SCNPC formulates and
amends laws other than those required to be enacted by the NPC and to supplement and amend
parts of the 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 organ of state administration and has the power to
formulate administrative regulations based on the Constitution and laws.
The people’s congresses of the provinces, autonomous regions and municipalities and
their standing committees may formulate local regulations based on the specific circumstances
and actual needs of their respective administrative areas, provided that such local regulations
do not contravene any provision of the Constitution, laws or administrative regulations. The
people’s congresses of cities with districts and their respective standing committees may
formulate local regulations concerning urban and rural construction and administration,
ecological civilization construction, historical and cultural protection, grassroots governance
and other aspects according to the specific circumstances and actual needs of such cities,
provided that such local regulations do not contravene any provision of the Constitution, laws,
administrative regulations and local regulations of their respective provinces or autonomous
regions. If the law provides otherwise on the formulation of local regulations by cities divided
into districts, those provisions shall prevail. Such local regulations of cities with districts will
become enforceable after being reported to and approved by the standing committees of the
people’s congresses of the relevant provinces or autonomous regions. The standing committees
of the people’s congresses of the provinces or autonomous regions examine the legality of local
regulations submitted for approval, and such approval should be granted within four months if
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they are not in conflict with the Constitution, laws, administrative regulations and local
regulations of such provinces or autonomous regions. Where, during the examination for
approval of local regulations of cities divided into districts by the standing committees of the
people’s congresses of the provinces or autonomous regions, conflicts are identified with the
rules and regulations of the people’s governments of the provinces or autonomous regions
concerned, a decision should be made by the standing committees of the people’s congresses
of provinces or autonomous regions to resolve the issue. People’s congresses of national
autonomous areas have the power to enact autonomous regulations and separate regulations in
light of the political, economic and cultural characteristics of the ethnic groups in the areas
concerned.
The ministries, commissions of the State Council, the PBOC, the National Audit Office,
institutions with administrative functions directly under the State Council, and other
institutions stipulated by law may formulate rules and regulations within the power of their
respective departments based on the laws and the administrative regulations, decisions and
rulings of the State Council. Matters governed by the departmental rules and regulations should
be those for the enforcement of the laws and administrative regulations, decisions and rulings
of the State Council. The people’s governments of provinces, autonomous regions and
municipalities directly under the central government and cities divided into districts and
autonomous regions may formulate rules, in accordance with laws, administrative regulations
and relevant local regulations of provinces, autonomous regions and municipalities directly
under the central government.
Pursuant to the Resolution of the SCNPC Providing an Improved Interpretation of the
Law (Ӕᙄ) passed on June 10,
1981, issues related to the further clarification or supplement of laws or decrees should be
interpreted by the SCNPC or provided by with decrees, issues related to the application of laws
in a court trial should be interpreted by the Supreme People’s Court, issues related to the
application of laws in a prosecution process should be interpreted by the Supreme People’s
Procuratorate, and the application of other laws and decrees in matters other than those
involved in trial or prosecution process should be interpreted by the State Council and the
competent authorities. The State Council and its ministries and commissions are also vested
with the power to give interpretations of the administrative regulations and departmental rules
which they have promulgated. At the regional level, the power to interpret regional regulations
is vested in the regional legislative and administrative authorities which promulgate such
regulations.
The PRC Judicial System
Under the Constitution, the Law of Organization of the People’s Courts of the PRC (2018
revision) (ج2018ࠈࡌ)) and the Law of Organization of
the People’s Procuratorate of the PRC (2018 revision) (ج
2018ࠈࡌ)), the people’s courts of the PRC are classified into the Supreme People’s Court,
the local people’s courts at various levels, and other special people’s courts. The local people’s
courts at various levels are divided into three levels, namely, the primary people’s courts, the
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intermediate people’s courts and the higher people’s courts. The primary people’s courts may
set up a number of people’s tribunals based on the facts of the region, population and cases.
The Supreme People’s Court is the highest judicial authority. The Supreme People’s Court shall
supervise the judicial work of the local people’s courts at all levels and special people’s courts,
and people’s courts at higher levels shall supervise the judicial work of people’s courts at lower
levels. The Chinese People’s Procuratorates are divided into the Supreme People’s
Procuratorate, local people’s procuratorates at various levels, and specialized people’s
procuratorates such as the Military Procuratorate. The Supreme People’s Procuratorate is the
highest procuratorial organ. The Supreme People’s Procuratorate directs the work of the local
people’s procuratorates and specialized people’s procuratorates at all levels, and the people’s
procuratorates at higher levels direct the work of the people’s procuratorates at lower levels.
The people’s court takes the rule of the second instance as the final rule, that is, the
judgments or rulings of the second instance of the people’s court are final. The parties may
appeal against the judgment or ruling of the first instance of a local people’s court. The
people’s procuratorate may present a protest to the people’s court at the next higher level in
accordance with the procedures stipulated by the laws. In the absence of any appeal by the
parties and any protest by the people’s procuratorate within the stipulated period, the
judgments or rulings of the people’s court are final. Judgments or rulings of the second instance
of the intermediate people’s courts, the higher people’s courts and the Supreme People’s Court
are final. The first judgments or rulings of the Supreme People’s Court are also final. However,
if the Supreme People’s Court or a people’s court at the next higher level discovers an error
in the final and binding judgment or ruling which has taken effect in any people’s court at a
lower level, or the presiding judge of a people’s court discovers an error in a final and binding
judgment which has taken effect in the court over which he presides, a retrial of the case may
be initiated according to the judicial supervision procedures.
The Civil Procedure Law of the PRC () (the “ PRC Civil
Procedure Law ”) promulgated on April 9, 1991, and amended five times on October 28, 2007,
August 31, 2012, June 27, 2017, December 24, 2021, and September 1, 2023, prescribes the
conditions for instituting a civil action, the jurisdiction of the people’s courts, the procedures
for conducting a civil action, and the procedures for enforcement of a civil judgment or ruling.
Each party to a civil action conducted within the PRC must comply with the relevant provisions
of the PRC Civil Procedure Law. A civil case is generally heard by the court located in the
defendant’s place of domicile. The court of jurisdiction in respect of a civil action may also be
chosen by explicit agreement among the parties to a contract, provided that the people’s court
having jurisdiction should be located at places directly connected with the disputes, such as the
plaintiff’s or the defendant’s place of domicile, the places where the contract is executed or
signed or the place where the object of the action is located. Meanwhile, such selection cannot
violate the stipulations of hierarchical jurisdiction and exclusive jurisdiction in any case.
A foreign individual, a person without nationality, a foreign enterprise and organization
are given the same litigation rights and obligations as a citizen, a legal person and other
organizations of the PRC when initiating actions or defending against litigation at the people’s
court. Should a foreign court limit the litigation rights of citizens, a legal person, and other
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organizations of the PRC, the PRC court may apply the same limitations to the civil litigation
rights of citizens, enterprises and organizations of such foreign country. A foreign individual,
a person without nationality, a foreign enterprise and organization must engage a PRC lawyer
in case he/she/it needs to engage a lawyer for the purpose of initiating actions or defending
against litigations at the people’s court. Under the international treaties to which the PRC is a
signatory or participant or according to the principle of reciprocity, a people’s court and a
foreign court may request each other to serve documents, conduct investigations, collect
evidence and conduct other actions on its behalf. A people’s court shall not accommodate any
request made by a foreign court which will result in the violation of sovereignty, security or
public interests of the PRC.
All parties to a civil action shall perform the legally effective judgments and rulings. If
any party to a civil action refuses to abide by a judgment or ruling made by a people’s court
or an award made by an arbitration tribunal in the PRC, the other party may apply to the
people’s court for the enforcement of the same within two years subject to application for
postponed enforcement or revocation. If a party fails to satisfy within the stipulated period a
judgment which the court has granted an enforcement approval, the court may, upon the
application of the other party, mandatorily enforce the judgment on the party.
Where a party applies for enforcement of a legally effective judgment or ruling made by
a people’s court, and the opposite party or his property is not within the territory of the PRC,
the applicant may directly apply to a foreign court with jurisdiction for recognition and
enforcement of the judgment or ruling, or the people’s court may, in accordance with the
provisions of international treaties to which the PRC is a signatory or in which the PRC is a
participant or the principle of reciprocity, request recognition and enforcement by a foreign
court. Similarly, where an effective judgment or ruling made by a foreign court needs to be
recognized and enforced by the people’s court of the PRC unless the people’s court considers
that the recognition or enforcement of the judgment or ruling would violate the basic legal
principles of the PRC, national sovereignty, national security or social and public interest, the
parties involved may directly apply to an intermediate people’s court of the PRC with
jurisdiction for recognition and enforcement, or the foreign court may, in accordance with the
provisions of international treaties entered into or acceded to by that country and the PRC or
according to the principle of reciprocity, request the people’s court to recognize and enforce it.
The Trial Administrative Measures of Overseas Securities Offering and Listing by
Domestic Companies
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial
Measures”), which came into effect on March 31, 2023, and is applicable to direct and indirect
overseas share subscription and listing of domestic companies, which also stipulates the filing
administrative measures and regulatory requirements for the overseas securities offering and
listing by domestic companies.
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The Guidelines for the Articles of Association of Listed Companies
On March 28, 2025, the CSRC promulgated the latest amended the Guidelines for the
Articles of Association of Listed Companies (the “ Guidelines for the Articles of
Association ”), pursuant to the Overseas Listing Trial Measures and its supporting guidelines,
the Guidelines for Application of Regulatory Rules — Overseas Listing Category No. 1,
domestic companies that are directly listed overseas shall comply with the relevant provisions
of Overseas Listing Trial Measures and formulate its articles of association with reference to
the Guidelines for the Articles of Association and other relevant provisions of the CSRC on
corporate governance to regulate corporate governance.
The PRC Company Law
The Company Law of the People’s Republic of China (the “ PRC Company Law ”) was
adopted by the Standing Committee of the Eighth NPC at its Fifth Session on December 29,
1993, and came into effect on July 1, 1994, and was successively amended on December 25,
1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018, and
December 29, 2023. The latest revised PRC Company Law was implemented on July 1, 2024.
A “joint stock limited company” refers to a corporate legal person incorporated in China
under the PRC Company Law with independent legal person properties and entitlements to
such legal person properties. The liability of the company for its own debts is limited to all the
properties it owns and the liability of its shareholders for the company is limited to the extent
of the shares they subscribe for.
A joint stock limited company shall conduct its business in accordance with laws and
administrative regulations. It may invest in other limited liability companies and joint stock
limited companies and its liabilities of the company to such invested companies are limited to
the amount invested. Unless otherwise provided by law, the joint stock limited company may
not undertake joint and several liabilities for the debts of the invested companies as a
contributor.
Incorporation
A company may be incorporated by promotion or raising. A company shall be
incorporated by two to 200 promoters, provided that at least more than half of the promoters
must reside in the PRC. Companies established by promotion are companies of which the
registered capital is the total share capital subscribed for by all the promoters registered with
the company’s registration authorities. No shares shall be raised from others before the shares
subscribed for by the promoters are fully paid up. For companies established by subscription,
the promoters are required to subscribe for not less than 35% of the total number of shares to
be issued of a company stipulated by the articles of association when establishing a company.
However, if laws and administrative regulations have separate provisions, the company should
follow such provisions.
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For companies incorporated by way of promotion, the promoters shall subscribe for the
full amount of shares to be issued upon the establishment of the company as provided for in
the articles of association. If such assets are to be contributed as capital, non-monetary property
used for capital contributions shall be evaluated and verified, and shall not be overvalued or
undervalued. Where laws or administrative regulations provide otherwise, those provisions
shall prevail. Promoters shall pay the full amount of the subscribed shares before the
establishment of the company. Failing to make any full payment for the shares on time shall
be liable to compensate any loss incurred to the company in addition to payment for the shares
in full amount.
Where joint stock limited companies are incorporated by raising, promoters must
subscribe for not less than 35% of the total number of shares to be issued of a company
stipulated by the articles of association when establishing a company, unless otherwise
provided for by laws and administrative regulations. A prospectus shall be published and a
subscription letter shall be prepared when the promoters offer shares to the public. The
subscription letter shall be filled in by the subscriber with the number of shares to be
subscribed, amount, address, and signed and sealed. The subscribers shall pay up monies for
the shares they subscribe for. Where a promoter is offering shares to the public, such offer shall
be underwritten by security companies established under PRC laws, and an underwriting
agreement shall be concluded thereon. A promoter offering shares to the public shall also enter
into agreements with banks in relation to the receipt of subscription monies. The receiving
banks shall receive and keep in custody the subscription monies, issue receipts to subscribers
who have paid the subscription monies and furnish evidence of receipt of those subscription
monies to relevant authorities. After the subscription monies for the share issue have been paid
in full, a capital verification institution established under PRC law must be engaged to conduct
a capital verification and furnish a certificate thereof. The promoters of a joint stock limited
company incorporated by raising shall convene the company’s establishment meeting within 30
days from the date of full payment of the shares to be issued at the time of establishment. The
promoter shall notify all subscribers of the meeting date or make an announcement fifteen days
before the establishment meeting. The establishment meeting shall be attended by more than
half of the voting rights held by the subscribers. Within 30 days of the conclusion of the
establishment meeting, the board of directors shall apply to the company registration authority
for registration of the establishment of the company. A company is formally established and has
the status of a legal person after approval of registration has been given by the company
registration authority and a business license has been issued. After the establishment of the
company, the board of directors shall verify the capital contribution of shareholders. If a
shareholder has not paid the capital contribution in full as stipulated in the company’s articles
of association on schedule, the company shall issue a written call to the shareholder to make
the payment.
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The promoters of a company shall:
(I) individually and jointly be liable for the payment of all liabilities and expenses
incurred in the incorporation process if the company cannot be incorporated;
(II) individually and jointly be liable for the repayment of subscription monies to the
subscribers together with interest at bank rates of a deposit for the same period if the
company cannot be incorporated; and
(III) as regards the civil liabilities arising from the civil activities undertaken by the
promoter at the time of establishment in his/her own name for the purpose of
establishing the company, the third party shall have the right to choose to request the
promoter to bear such liabilities.
(IV) in the process of establishing a company, if the promoter causes harm to others due
to the performance of the company’s establishment duties, the company or the
innocent promoter shall bear the liability for compensation and may seek
compensation from the negligent promoter.
Share Capital
The promoters may make a capital contribution in currencies, or non-monetary assets
such as in kind or intellectual property rights, land use rights, equity and debt which can be
appraised with monetary value and transferred lawfully, except for assets that are prohibited
from being contributed as capital by the laws or administrative regulations. If such assets are
to be contributed as capital, evaluation and verification shall be made for contributed assets in
accordance with the provisions on evaluation under laws or administrative regulations, and
shall not be overvalued or undervalued.
The company’s capital is divided into shares. All shares of the company shall be either
shares with par value or shares with no par value according to the articles of association. For
shares with par value, the amount of each share is equal. The company may convert all issued
shares with par value into shares with no par value or convert all shares with no par value into
shares with par value according to the articles of association. In case of adopting shares with
no par value, more than half of the proceeds from the issuance of shares shall be credited to
the registered capital.
The issuance of shares shall be conducted in a fair and equitable manner, and each share
of the same class shall enjoy the same rights. For shares issued at the same time and within the
same class, the conditions and price per share must be the same. Any share subscriber (whether
as an entity or individual) shall pay the same price for each share. The issue price of par value
stock may be equal to or exceed the face value, but shall not be lower than the face value.
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Increase in Share Capital
Pursuant to the PRC Company Law, an increase in the capital of a company by means of
an issue of new shares shall be approved at a shareholders meeting. In addition, the Securities
Law of the PRC (the “ PRC Securities Law ”) also stipulates the following conditions for the
company’s public offering of new shares:
(I) have a sound organisational structure with satisfactory operating;
(II) have the capability of sustainable operation;
(III) have been issued with an unqualified opinion audit report by the auditor for the
company’s financial accounting documents in the latest three years;
(IV) the issuer and its controlling shareholder(s) and the actual controllers do not have
criminal records during the past three years for corruption, bribery, encroachment of
assets, misappropriation of assets or disruption of socialist market economy order;
and
(V) other conditions required by the securities administration department of the State
Council as approved by the State Council. After the new shares issued by the
company have been fully paid up, the change must be registered with the company
registration authority and a public announcement shall be made.
Reduction of Share Capital
The Company shall reduce the registered capital under the following procedures as
stipulated in the PRC Company Law:
(I) the company shall prepare a balance sheet and an inventory of properties;
(II) the company shall resolve at a shareholders meeting to reduce the registered capital;
(III) the company shall notify its creditors within 10 days after resolving to reduce the
registered capital and publish the relevant announcement in newspapers or on the
National Enterprise Credit Information Publicity System within 30 days;
(IV) a creditor may, within 30 days after receipt of the notification, or 45 days after the
date of announcement if he/she has not received the notification, have the right to
request the company to repay its debts or provide relevant guarantees; and
(V) the company must apply to the companies registration authority for a change in
registration.
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Repurchase of Shares
Under the provisions of the PRC Company Law, a company shall not repurchase its own
shares except in the following circumstances:
(I) reduction of the registered capital of the company;
(II) merger with another company that holds its shares;
(III) use of its shares for carrying out an employee stock ownership plan or equity
incentive plan;
(IV) request from shareholders who object to a resolution of a shareholders meeting on
merger or division of the company to acquire their shares by the company;
(V) use of shares for conversion of convertible corporate bonds issued by the listed
company; and
(VI) it is necessary for a listed company to maintain its company value and protect its
shareholders’ equity.
A resolution of a shareholders meeting is required for the repurchase of shares by a
company under either of the circumstances stipulated in item (I) or item (II) above; for a
company’s repurchase of shares under any of the circumstances stipulated in item (III), item
(V) or item (VI) above, a resolution of a meeting of the board of directors shall be made by
more than two-thirds of directors attending the meeting according to the provisions of the
company’s articles of association or as authorized by the shareholders meeting.
The shares acquired by the company according to the above provisions under the
circumstance stipulated in item (I) hereof a company shall be deregistered within 10 days from
the date of acquisition of shares; the shares shall be transferred or deregistered within six
months if the repurchase of shares is made under the circumstances stipulated in either item (II)
or item (IV); and the shares in the company held in total by the company after the repurchase
of shares under any of the circumstances stipulated in item (III), item (V) or item (VI) shall
not exceed 10% of the Company’s total issued shares, and shall be transferred or deregistered
within three years.
A listed company that repurchases its own shares shall perform their obligation of
information disclosure according to the provisions of the PRC Securities Law. A listed
company acquires its own shares under any of the circumstances stipulated in item (III), item
(V) and item (VI) hereof, shall be carried out trading in a public and centralized manner.
A company shall not accept its own shares as the subject matter of a mortgage.
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Transfer of Shares
Shares held by shareholders may be transferred legally. Under the PRC Company Law, a
shareholder should effect a transfer of his shares on the stock exchange established in
accordance with laws or by any other means as required by the State Council. The transfer of
registered shares by a shareholder must be conducted by means of an endorsement or by other
means stipulated by laws or administrative regulations. Following the transfer of registered
shares, the company shall enter the names and domiciles of the transferee into its share register.
Change of the register of members described in the preceding paragraph shall not be registered
within 20 days before the convening of a shareholders meeting or five days prior to the base
date on which the company decides to distribute dividends. However, where there are separate
provisions by law on the alternation of registration in the register of members of listed
companies, those provisions shall prevail. The transfer of bearer share certificates shall become
effective upon the delivery of the certificates to the transferee by the shareholder.
According to the PRC Company Law, shares of the company issued prior to the public
issue of shares may not be transferred within one year of the date of the company’s listing and
trading on the Stock Exchange. Where there are other provisions in laws, administrative
regulations or the securities regulatory authority under the State Council regarding the transfer
of shares held by shareholders and the actual controllers of listed companies, such provisions
shall prevail. Directors, supervisors and the senior management of a company shall declare to
the company their shareholdings in it and any changes in such shareholdings. During their
terms of office, they may transfer no more than 25% of the total number of shares they hold
in the company every year. They shall not transfer the shares they hold within one year of the
date of the company’s listing on the Stock Exchange, nor six months after they leave their
positions in the company. The articles of association may set out other restrictive provisions
in respect of the transfer of shares in the company held by its directors, supervisors and senior
management.
Pursuant to the Overseas Listing Trial Measures, for a domestic company directly offering
and listing overseas, the shareholders of its unlisted domestic shares applying to convert its
unlisted domestic shares into overseas listed shares and listed and traded on an overseas trading
venue shall conform to relevant regulations promulgated by the CSRC, and appoint the
domestic company to file with the CSRC.
Shareholders
Pursuant to the PRC Company Law and the Guidelines for Articles of Association, the
rights of shareholders include the rights:
(I) to be legally entitled to assets income, participate in significant decision-making and
select management personnel;
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(II) to petition the people’s court to revoke any resolution of a shareholders meeting, a
shareholders meeting or a meeting of the board of directors that has been convened
or whose voting has been conducted in violation of the laws, administrative
regulations or the articles of association of the company, or any resolution the
contents of which is in violation of the laws, administrative regulations or the
articles of association of the company, provided that such petition shall be submitted
to the people’s court within 60 days of the passing of such resolution;
(III) to transfer his/her shares legally;
(IV) to attend or appoint a proxy to attend shareholders meetings and exercise the voting
rights;
(V) to inspect and copy the articles of association of the company, share register, the
minutes of shareholders meetings, board resolutions, resolutions of the supervisory
committee and the financial and accounting reports, and to make suggestions or
inquiries in respect of the company’s operations;
(VI) to receive dividends in respect of the number of shares held;
(VII) to participate in the distribution of residual properties of the company in proportion
to their shareholdings upon the liquidation of the company; and
(VIII) any other shareholders’ rights stipulated in laws, administrative regulations, other
normative documents and the articles of association of the company.
The obligations of shareholders include the obligation to abide by the articles of
association of the company, to pay the subscription monies in respect of the shares subscribed
for, to be liable for the company in respect of the shares taken up by them and any other
shareholder obligation specified in the articles of association of the company.
Pursuant to the Overseas Listing Trial Measures, a domestic company offering and listing
overseas shall file with the CSRC as per the requirement of these Measures, submit relevant
materials that contain a filing report and a legal opinion, and provide truthful, accurate and
complete information on the shareholders, etc.
Shareholders Meetings
The shareholders meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. The shareholders meeting may exercise its
powers:
(I) to elect or replace the directors and supervisors and to decide on the matters relating
to the remuneration of directors and supervisors;
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(II) to consider and approve the reports of the board of directors;
(III) to consider and approve the reports of the supervisory committee;
(IV) to consider and approve the company’s profit distribution and loss recovery
proposals;
(V) to decide on any increase or reduction of the company’s registered capital;
(VI) to decide on the issue of corporate bonds;
(VII) to decide on merger, division, dissolution and liquidation of the company or change
of its corporate form;
(VIII) to amend the articles of association of the company;
(IX) to exercise any other authority stipulated in the articles of association of the
company.
The shareholders meeting may authorize the board of directors to make resolutions on the
issuance of corporate bonds.
Pursuant to the PRC Company Law and the Guidelines for Articles of Association, a
shareholders meeting is required to be held once a year. An extraordinary shareholders meeting
is required to be held within two months upon the occurrence of any of the following:
(I) the number of directors is less than the number required by the law or less than
two-thirds of the number specified in the articles of association of the company;
(II) the total outstanding losses of the company amounted to one-third of the company’s
total paid-in share capital;
(III) shareholders individually or in aggregate holding 10% or more of the company’s
shares request to convene an extraordinary shareholders meeting;
(IV) the board of directors deems necessary;
(V) the supervisory committee so proposes; or
(VI) any other circumstances as provided for in the articles of associations of the
company.
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A shareholders meeting is convened by the board of directors and presided over by the
chairman of the board of directors. In the event that the chairman is incapable of performing
or is not performing his or her duties, the meeting shall be presided over by the vice chairman.
If the vice chairman is incapable of performing or is not performing his or her duties, a director
jointly recommended by more than half of the directors shall preside over the meeting. If the
board of directors is unable to or fails to perform its duty of convening the shareholders
meeting, the supervisory committee shall convene and preside over such meeting in a timely
manner; if the supervisory committee fails to convene and preside over such meeting,
shareholders who individually or jointly hold more than 10% of the company’s shares for more
than 90 consecutive days may convene and preside over such meeting on their own initiative.
In accordance with the PRC Company Law, a notice stating the time and venue of the
meeting and the matters to be considered at the meeting shall be given to all shareholders 20
days before the meeting if the shareholders meeting is convened. Notice of the extraordinary
shareholders meeting shall be given to all shareholders 15 days before the meeting.
Shareholders who individually or jointly hold more than one percent of the shares of the
company may submit an interim proposal in writing to the board of directors ten days before
the shareholders meeting is held. The board of directors shall notify other shareholders within
two days upon receipt of the proposal, and submit the interim proposal to the shareholders
meeting for deliberation. The contents of the interim proposal shall fall within the scope of
powers of the shareholders meeting, and the proposal shall provide clear agenda and specific
matters on which resolutions are to be made. The shareholders meeting shall not make any
resolution in respect of any matter not set out in the above-mentioned two types of notices.
According to the PRC Company Law, shareholders , except the holders of class shares,
present at shareholders meetings shall have one vote for each share they hold, save that the
company’s shares held by the company are not entitled to any voting rights.
An accumulative voting system may be adopted for the election of directors and
supervisors at the shareholders meeting according to the provisions of the articles of
association of the company or a resolution of the shareholders meeting. Under the
accumulative voting system, when the shareholders meeting elects directors or supervisors,
each share has the same voting rights as the number of directors or supervisors to be elected,
and the voting rights owned by shareholders can be used collectively. Under the PRC Company
Law, the passing of any resolution at the shareholders meeting requires affirmative votes of
shareholders representing more than half of the voting rights held by the shareholders who
attend the shareholders meeting except in cases of proposed amendments to the articles of
association, increase or decrease of registered capital, merger, division or dissolution, or
change of corporation form, which require affirmative votes of shareholders representing more
than two-thirds of the voting rights held by the shareholders who attend the shareholders
meeting. Where the PRC Company Law and the articles of association provide that the transfer
or acquisition of significant assets or the provision of external guarantees by the company and
the other matters must be approved by way of resolution of the shareholders meeting, the board
of directors shall convene a shareholders meeting promptly to vote on such matters by
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shareholders meeting. A shareholder may entrust a proxy by a power of attorney to attend
shareholders meetings on his or her behalf, and the power of attorney shall specify the scope
of the exercise of the voting rights.
Minutes shall be prepared in respect of matters considered at the shareholders meeting
and the chairperson and directors attending the meeting shall endorse such minutes by
signature. The minutes shall be kept together with the shareholders’ attendance register and the
proxy forms.
Board of Directors
A company shall have a board, which shall consist of over three members. In the case of
a company with three hundred or more employees, except when a supervisory committee has
been established including employee representatives among its members as required by law,
members of the board of directors may include staff representatives, who shall be
democratically elected by the company’s staff at a staff representative assembly, general staff
meeting or otherwise. The term of office of the directors shall be provided for by the articles
of association, but each term of office shall not exceed three years. A director may seek
reelection upon expiry of the said term. A director shall continue to perform his/her duties as
a director in accordance with the laws, administrative regulations and the articles of association
until a duly re-elected director takes office, if re-election is not conducted in a timely manner
upon the expiry of his/her term of office or if the resignation of directors results in the number
of directors being less than the quorum.
Under the PRC Company Law, the board of directors may exercise the following powers:
(I) to convene shareholders meetings and report on its work to the shareholders
meetings;
(II) to implement the resolutions of the shareholders meetings;
(III) to decide on the company’s operational plans and investment proposals;
(IV) to formulate the company’s proposals for profit distribution and recovery of losses;
(V) to formulate proposals for the increase or reduction of the company’s registered
capital and the issue of corporate bonds;
(VI) to formulate proposals for the merger, division, dissolution of the company or
change in the form of the company;
(VII) to decide on the setup of the company’s internal management organs;
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(VIII) to decide on the appointment or dismissal of the manager of the company and his/her
remuneration matters, and as nominated by the manager, to decide on the
appointment or dismissal of the company’s deputy general manager and financial
officer and his/her remuneration matters;
(IX) to formulate the company’s basic management system;
(X) other authority stipulated in the articles of association or granted by the shareholders
meeting.
Meetings of the board of directors shall be convened at least twice a year. Notice of a
meeting shall be given to all directors and supervisors 10 days before the meeting. Interim
board meetings may be proposed to be convened by shareholders representing more than
one-tenth of the voting rights, more than one-third of the directors or the supervisory
committee. The chairman shall convene the meeting within 10 days of receiving such proposal,
and preside over the board meeting. The board of directors may otherwise determine the
method of giving notice and notice period for convening an interim meeting of the board of
directors. A meeting of the board of directors shall be held only if more than one-half of the
directors are present. Resolutions of the board of directors shall be passed by more than
one-half of all directors. The board of directors will vote on a one-person-one-vote basis. The
directors shall attend a board meeting in person. If a director is unable to attend for any reason,
he/she may appoint another director by a written power of attorney specifying the scope of the
authorization to attend the meeting on his/her behalf. The board of directors shall make minutes
of the meeting’s decisions on the matters discussed at the meeting, and the directors attending
the meeting shall sign the minutes.
If a resolution of the board of directors violates any laws, administrative regulations,
articles of association or resolutions of the shareholders meeting, and as a result of which the
company sustains serious losses, the directors participating in the resolution are 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 shall be relieved from that liability.
Under the PRC Company Law, the following person may not serve as a director of the
company:
(I) devoid of or with restricted civil conduct ability;
(II) within five years after serving a sentence for embezzlement, bribery, infringement
or misappropriation of property, or for jeopardizing socialist market economic order,
or within five years after serving a sentence and being deprived of political rights
for crime; or less than two years have elapsed since the expiration of the probation
period for suspended sentence;
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(III) within three years after insolvency and liquidation of such Company or enterprise
where the person acted as a director, factory manager or business manager and has
been held accountable for the insolvency;
(IV) within three years after the company or enterprise the person acted as legal
representative is revoked business license and ordered to shut down for violating the
law on which the person is held accountable; and
(V) who is listed as a dishonest judgment debtor subject to enforcement by the people’s
court for being liable for a large amount of unliquidated mature debts.
If the election or appointment of a director violates the foregoing provisions, such
election, appointment or engagement shall be invalid. If any of the foregoing circumstances
occur during the term of office of a director, the company shall dismiss the duties of such
director.
Under the PRC Company Law, the board shall appoint a chairman and may appoint a vice
chairman. The chairman and the vice chairman shall be elected with the approval of more than
half of all the directors. The chairman shall convene and preside over board meetings and
review the implementation of board resolutions. The vice chairman shall assist the chairman to
perform his/her duties. Where the chairman is incapable of performing or is not performing
his/her duties, the duties shall be performed by the vice chairman. Where the vice chairman is
incapable of performing or is not performing his/her duties, a director nominated by more than
half of the directors shall perform his/her duties.
A joint stock limited company may, as stipulated in its articles of association, establish
an audit committee within the board of directors composed of directors to exercise the
functions and powers prescribed for the supervisory committee by the PRC Company Law, and
shall not establish a supervisory committee or supervisors. The audit committee shall consist
of three or more members, a majority of whom shall not hold any position in the company other
than that of director, and shall not have any relationship with the company that may affect their
independent and objective judgment. Employee representatives who are members of the board
of directors may become members of the audit committee. Resolutions made by a meeting must
be passed by more than half of all members to take effect. Each member shall have one vote
for voting on resolutions of the audit committee. The proceedings and voting procedures of the
audit committee shall be governed by the articles of association, except as provided in the PRC
Company Law.
The company may set up other committees under the board of directors in accordance
with the provisions of the articles of association.
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Supervisory Committee
A joint stock limited company may, as stipulated in its articles of association, establish
an audit committee within the board of directors composed of directors to exercise the
functions and powers prescribed for the supervisory committee by the PRC Company Law,
without establishing a board of supervisor or supervisor. A joint stock limited company with
a smaller scale or fewer shareholders may appoint one supervisor without establishing a
supervisory committee to exercise the functions and powers prescribed for the supervisory
committee by the PRC Company Law. Other than the aforesaid two circumstances, a joint stock
limited company shall have a supervisory committee composed of not less than three members.
The supervisory committee shall consist of representatives of the shareholders and an
appropriate proportion of representatives of the company’s staff, of which the proportion of
representatives of the company’s staff shall not be less than one-third, and the actual proportion
shall be determined in the articles of association. Representatives of the company’s staff at the
supervisory committee shall be democratically elected by the company’s staff at the staff
representative assembly, general staff meeting or otherwise. The supervisory committee shall
appoint a chairman and may appoint a vice chairperson(s). The chairman and the vice chairman
of the supervisory committee shall be elected by more than half of all the supervisors. Directors
and senior management shall not act concurrently as supervisors.
The chairman of the supervisory committee shall convene and preside over meetings of
the supervisory committee. Where the chairman of the supervisory committee is incapable of
performing or is not performing his/her duties, the vice chairman of the supervisory committee
shall convene and preside over supervisory committee meetings. Where the vice chairman of
the supervisory committee is incapable of performing or is not performing his/her duties, a
supervisor elected by more than half of the supervisors shall convene and preside over
meetings of the supervisory committee.
The supervisors serve three-year terms. A supervisor may serve consecutive terms if
re-elected upon the expiration of his/her term. A supervisor shall continue to perform his/her
duties as a supervisor in accordance with the laws, administrative regulations and the articles
of association until a duly re-elected supervisor takes office, if re-election is not conducted in
a timely manner upon the expiry of his/her term of office or if the resignation of supervisors
results in the number of supervisors being less than the quorum.
Meetings of the supervisory committee shall be convened at least every six months.
Supervisors may propose the convening of extraordinary meetings of the supervisory
committee.
The supervisory committee may exercise its powers:
(I) to review the company’s financial position;
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(II) to supervise the directors and senior management in their performance of their
duties and to propose the removal of directors and senior management who have
violated laws, regulations, the articles of association or resolutions of the
shareholders meetings;
(III) when the acts of a director or senior management are detrimental to the company’s
interests, to require the director and senior management to correct these relevant
acts;
(IV) to propose the convening of extraordinary shareholders meetings and to convene and
preside over shareholders meetings when the board of directors fails to perform the
duty of convening and presiding over shareholders meetings under the PRC
Company Law;
(V) to submit proposals to the shareholders meetings;
(VI) to bring actions against directors and senior management pursuant to the relevant
provisions of the PRC Company Law; and
(VII) to exercise any other authority stipulated in the articles of association of the
company.
The supervisory committee shall make minutes of the meeting’s decisions on the matters
discussed at the meeting, and the supervisors attending the meeting shall sign the minutes.
Supervisors may be present at board meetings and make inquiries or proposals in respect
of the resolutions of the board of directors. The supervisory committee may investigate any
irregularities identified in the operation of the company and, when necessary, may engage an
accounting firm to assist its work at the cost of the company.
Manager and Senior Management
Pursuant to the relevant provisions of the PRC Company Law, a company shall have a
manager who shall be appointed or removed by the board of directors. The manager, who is
responsible to the board of directors, may exercise his/her functions and powers pursuant to the
articles of association or the authorization of the board of directors. The manager shall attend
board meetings. The board of directors can appoint a director to act as manager concurrently.
Pursuant to the relevant provisions of the PRC Company Law, senior management shall
mean the manager, deputy manager(s), person-in-charge of finance, board secretary (in case of
a listed company) of a company and other personnel as stipulated in the articles of association.
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Duties of Directors, Supervisors, General Manager and Other Senior Management
Directors, supervisors and senior management are required under the PRC Company Law
to comply with the relevant laws, administrative regulations and articles of association, and
carry out their duties of loyalty and diligence to the Company. Directors, supervisors and senior
management are prohibited from abusing their authority in accepting bribes or other unlawful
income and from misappropriating the company’s property.
In the meantime, directors, supervisors and senior management are prohibited from:
(I) embezzling company property, or misappropriation of the company’s capital;
(II) depositing company funds into accounts under their own names or the names of
other individuals;
(III) using his authority to engage in bribery or accept other illegal income;
(IV) accepting commissions from transactions between others and the company for their
own benefit;
(V) unauthorized divulgence of confidential information of the company; and
(VI) other acts in violation of their duty of loyalty to the company.
Income generated by directors or senior management in violation of the aforementioned
shall be returned to the company.
A director, supervisor or senior management who contravenes the law, administrative
regulation or articles of association in the performance of his/her duties resulting in any loss
to the company shall be liable to the company for compensation.
Where a director, supervisor or senior management is required to attend a shareholders
meeting, such director, supervisor or senior management shall attend the meeting and answer
the inquiries from shareholders. Directors and senior management shall furnish relevant facts
and information to the supervisory committee without obstructing the exercise of functions and
powers by the supervisory committee or supervisors.
Where the directors and senior management violate laws, administrative regulations or
the articles of association in the performance of duties to the company, thereby causing
damages to the company, the shareholders individually or jointly holding more than 1% of the
shares in the company for more than 180 consecutive days may request in writing the
supervisory committee to initiate proceedings in the people’s court. Where the supervisors
violate the laws, administrative regulations or the articles of association in the performance of
duties resulting in any loss to the company, the aforementioned shareholder(s) may request in
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writing that the board of directors institute litigation at a people’s court. Upon receipt of
shareholders’ written request stipulated in the preceding paragraph, if the supervisory
committee or the board of directors refuses to file a lawsuit or does not file a lawsuit within
30 days from receipt of such request, or in the event of emergency where the interest of the
company will suffer irreparable damages if lawsuit is not filed immediately, the shareholders
stipulated in the preceding paragraph shall have the right to file a lawsuit directly with the
people’s court in their own name for the interest of the company. For other parties who infringe
on the lawful interests of the company resulting in loss to the company, the aforementioned
shareholder(s) may institute litigation at a people’s court under the procedure described above.
Where any director or senior management violates the provisions of laws, administrative
regulations or the articles of association, damaging the interests of shareholders, the
shareholders may file a lawsuit with the people’s court.
The Overseas Listing Trial Measures stipulates that the filling materials for overseas
listing of domestic companies shall be true, accurate and complete, and shall not contain false
records, misleading statements or material omissions. Domestic companies and their
controlling shareholders, the actual controllers, directors, supervisors and senior management
shall fulfill their obligations of information disclosure in accordance with the law, be honest,
trustworthy, diligent and responsible and ensure that the filling materials are true, accurate and
complete.
Finance and Accounting
According to the PRC Company Law, a company shall establish its own financial and
accounting systems according to the laws, administrative regulations and the regulations of the
financial departments of the State Council. A company shall prepare its financial reports at the
end of each accounting year which shall be audited by an accounting firm according to law. The
financial and accounting reports shall be prepared in accordance with the laws, administrative
regulations and the regulations of the financial departments of the State Council. The
company’s financial and accounting reports shall be made available for shareholders’
inspection at the company within 20 days before the convening of an annual general meeting.
A joint stock limited company that makes public stock offerings shall announce its financial
and accounting reports.
When distributing each year’s profit after tax, the company shall set aside 10% of its
profit after tax for the company’s statutory common reserve fund. However, when the
cumulative amount of the reserve fund has reached more than 50% of the PRC company’s
registered capital, it may no longer be allocated. When the company’s statutory common
reserve fund is not sufficient to make up for the company’s losses for the previous years, the
current year’s profits shall first be used to make up the losses before any allocation is set aside
for the statutory common reserve fund. After the company has made allocations to the statutory
common reserve fund from its profit after tax, it may, upon passing a resolution at a
shareholders meeting, make further allocations from its profit after tax to the discretionary
common reserve fund. After the company has made up its losses and made allocations to its
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discretionary common reserve fund, the remaining profit after tax shall be distributed to
shareholders in proportion to the number of shares held by the shareholders, except for those
which are not distributed in a proportionate manner as provided by the articles of association.
Profits distributed to shareholders by a resolution of a shareholder’s meeting or the board
of directors before losses have been made up and allocations have been made to the statutory
common reserve fund in violation of the requirements described above must be returned to the
company. In case of losses caused to the Company, shareholders and responsible directors,
supervisors and senior management members shall be liable for compensation. The company
shall not be entitled to any distribution of profits in respect of its own shares held by it.
Proceeds from shares issued by a company at a price above their nominal value and other
revenues required by the financial departments of the State Council to be stated as capital
reserve shall be accounted for as the capital reserve fund of the company.
The common reserve fund of a company shall be applied to make up the company’s
losses, expand its production and operations or convert it into an increase in its capital. To
make up for the losses with the reserve, the company shall first use discretionary reserve and
statutory reserve; if the losses still cannot be made up, the capital reserve may be used in
accordance with the provisions. Upon the transfer of the statutory common reserve fund into
capital, the balance of the fund shall not be less than 25% of the registered capital of the
company before such transfer.
The company shall have no accounting books other than the statutory books. The
company’s assets shall not be deposited in any account opened under the name of an individual.
Appointment and Dismissal of Auditors
Pursuant to the PRC Company Law, the appointment or dismissal of an accounting firm
responsible for the auditing of the company shall be determined at the shareholders meeting,
the board of directors or the supervisory committee in accordance with the articles of
association. The accounting firm should be allowed to make representations when the
shareholders meeting, the board of directors or the supervisory committee conducts 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, withholding or
misrepresentation of information.
The Overseas Listing Trial Measures require that securities companies and law firms
conduct adequate verification of the filing materials of overseas listed enterprises.
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Profit Distribution
According to PRC Company Law, a company shall not distribute profits before losses are
covered and the statutory common reserve fund is provided. At the same time, the Overseas
Listing Trial Measures stipulate that domestic companies may raise funds and pay dividends
in foreign currencies or RMB for overseas listings.
Amendment to Articles of Association
Pursuant to PRC Company Law, the resolution of a shareholders meeting regarding any
amendment to a company’s articles of association requires affirmative votes by at least
two-thirds of the votes held by shareholders attending the meeting. Pursuant to the Guidelines
for the Articles of Association, if an amendment to the articles of association approved by the
resolution of the shareholders meeting is subject to approval from the competent authority, it
shall be submitted to the competent authority for approval; If it involves company registration
matters, the change registration shall be handled in accordance with the law. If an amendment
to the articles of association is required to be disclosed in accordance with laws and
regulations, the relevant amendment shall be announced in accordance with the regulations.
Dissolution and Liquidation
Pursuant to PRC Company Law, a company shall be dissolved for any of the following
reasons:
(I) upon expiry of the term of business stipulated in the articles of association or
occurrence of other circumstances of dissolution stipulated in the articles of
association;
(II) the shareholders meeting has resolved to dissolve the company;
(III) the company is dissolved by reason of its merger or division;
(IV) the business license of the company is revoked or the company is ordered to close
down or to be dissolved in accordance with the laws; or
(V) where the company encounters serious difficulties in its operations or management
that will lead to significant losses to the benefits of the shareholders if the company
continues its existence and the situation cannot be resolved by other means, the
company is dissolved by a people’s court in response to the request of shareholders
representing 10% or more of the voting rights of all shareholders of the company.
If the company has any grounds for dissolution specified in the preceding paragraph, it
shall publicize the grounds for dissolution through the National Enterprise Credit Information
Publicity System within ten days.
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In the event of (I) and (II) above, provided that the company has not yet distributed its
assets to shareholders, it may continue its existence by amending its articles of association or
by resolution of the shareholders meeting. The amendment of the articles of association in
accordance with provisions set out above and the resolution of the shareholders meeting on the
aforesaid events shall require the approval of more than two-thirds of the voting rights of
shareholders attending a shareholders meeting.
Where the company is dissolved under the circumstances set forth in paragraphs (I), (II),
(IV) or (V) above, it should establish a liquidation committee within 15 days of the date on
which the dissolution matter occurs and commence the liquidation. The liquidation committee
shall be composed of directors unless otherwise stipulated in the articles of association or
appointed by a resolution of the shareholders meeting. If a liquidation committee is not
established within the prescribed period, the stakeholders may file an application with a
people’s court to appoint relevant personnel to form a liquidation committee to conduct the
liquidation. The people’s court should accept such application and form a liquidation
committee to conduct liquidation in a timely manner.
The liquidation committee may exercise the following powers during the liquidation:
(I) to verify the company’s property and to prepare a balance sheet and a property
inventory;
(II) to inform creditors by notice or announcement;
(III) to deal with any outstanding business of the company in relation to the liquidation;
(IV) to pay all outstanding taxes and the taxes arising during the liquidation process;
(V) to settle claims and debts;
(VI) to distribute the company’s remaining assets after its debts have been paid off; and
(VII) to represent the company in civil lawsuits.
The liquidation committee shall notify the company’s creditors within 10 days of its
establishment, and publish an announcement in newspapers or on the National Enterprise
Credit Information Publicity System within 60 days. A creditor shall lodge his claim with the
liquidation committee within 30 days of receipt of the notification or 45 days of the date of the
announcement if he has not received any notification.
The creditors shall explain matters relating to their claims and provide evidential
documents. The liquidation committee shall register the creditor’s claims. In the claims
declaration period, the liquidation committee shall not make repayment to the creditors.
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Upon disposal of the company’s property and preparation of the required balance sheet
and inventory of assets, the liquidation committee shall draw up a liquidation plan and submit
this plan to a shareholders meeting or a people’s court for endorsement. The remaining part of
the company’s assets, after payment of liquidation expenses, employee wages, social insurance
fees and statutory compensation, outstanding taxes and the company’s debts, shall be
distributed to shareholders in proportion to shares held by them. The company shall continue
its existence during the liquidation period, although it cannot conduct operating activities that
are not related to the liquidation. The company’s property shall not be distributed to
shareholders before repayments are made in accordance with the requirements described
above.
Upon liquidation of the company’s property and preparation of the required balance sheet
and inventory of assets, if the liquidation committee becomes aware that the company does not
have sufficient property to meet its liabilities, it must apply to a people’s court for a declaration
of bankruptcy in accordance with the laws. Following such declaration by the people’s court,
the liquidation committee shall hand over the administration of the liquidation to the people’s
court.
Upon completion of the liquidation of the company, the liquidation committee shall
prepare a liquidation report and submit it to the shareholders meeting or a people’s court for
confirmation and the company registration authority to cancel the company’s registration, and
an announcement of its termination shall be published. Members of the liquidation committee
are required to discharge their duties in good faith and perform their obligations in compliance
with laws. Members of the liquidation committee shall be prohibited from abusing their
authority in accepting bribes or other unlawful income and from misappropriating the
company’s property. Members of the liquidation committee are liable to indemnify the
company and its creditors in respect of any loss arising from their willful or material default.
Furthermore, where a company is declared bankrupt according to laws, bankruptcy liquidation
shall be processed in accordance with the relevant laws on corporate bankruptcy.
Overseas Listing
According to the Overseas Listing Trial Measures, the securities refer to stocks,
depositary receipts, and corporate bonds that can be converted into stocks or other securities
of an equity nature that are directly or indirectly offered and listed overseas by domestic
companies. The direct overseas offering and listing of domestic companies refer to such
overseas offering and listing of a joint stock limited company incorporated in the territory of
PRC. The indirect overseas offering and listing of domestic companies refer to such overseas
offering and listing made in the name of an offshore entity but based on the equity, assets,
earnings, or other similar rights of a domestic company that operates its main business
domestically.
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The Overseas Listing Trial Measures also provide the conditions for overseas offering and
listing. An overseas offering and listing are prohibited under any of the following
circumstances:
(I) the listing and financing fall under specific prohibiting in the laws, administrative
regulations, and relevant national provisions;
(II) the overseas offering and listing may constitute endangerment to national security as
reviewed and determined by competent authorities under the State Council in
accordance with law;
(III) the domestic company and its controlling shareholder(s), the actual controllers, have
a criminal record in recent three years for corruption, bribery, encroachment of
assets, misappropriation of assets, or disruption of socialist market economy order;
(IV) the domestic company is under investigation according to law for suspected crimes
or major violations of laws and regulations, but no clear conclusions have been
reached;
(V) there are material ownership disputes over the equities held by the controlling
shareholders or the shareholders whose actions are controlled by the controlling
shareholders or the actual controllers.
In addition, under the Overseas Listing Trial Measures, where a PRC domestic company
submits an application for an initial public offering to competent overseas regulators or
overseas stock exchanges, such issuer must file with the CSRC within three business days after
such application is submitted.
In the event of the occurrence of any of the following material events after the overseas
offering and listing, the PRC domestic companies shall make a detailed report to the CSRC
within three working days after the occurrence and public announcement of the relevant event:
(I) change in controlling rights;
(II) being subject to investigation, punishment, or other measures by overseas securities
regulatory authorities or the relevant competent authorities;
(III) changing the listing status or transferring the listing board;
(IV) voluntary or compulsory termination of a listing.
Pursuant to the Notice on Administrative Arrangements for Filing Concerning Overseas
Issuance and Listings by Domestic Companies (ٙ
), which was promulgated by the CSRC on February 17, 2023, and came into effect on
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the same date, a domestic enterprise which has been issued and listed overseas before March
31, 2023, is defined as stock enterprise (the “stock enterprise”). The stock enterprise shall not
need to file immediately, but the enterprise shall file as required if it involves the file matters
such as refinancing subsequently. For the purpose of the domestic enterprise that has been
granted an approval letter by the CSRC for the overseas public raised shares and listing
(including the issuance of additional shares) by a joint stock limited company, the domestic
enterprise may continue to promote overseas issuing and listing upon the expiration of the
validity of the approval letter. The domestic enterprise shall file as required if it has not
completed overseas issuing and listing upon the expiration of the validity of the approval letter.
Pursuant to the Provisions on Strengthening Confidentiality and Archives Administration
Concerning Overseas Securities Offerings and Listings by Domestic Companies (̋੶
), which was issued by the
CSRC, MOF, the National Administration of State Secrets Protection and the National Archives
Administration on February 24, 2023, and implemented since March 31, 2023, a domestic
enterprise that provides or through its overseas-listed entity, publicly discloses or provides to
relevant individuals or entities including securities companies, securities service providers and
overseas regulators, any document and materials that contain state secrets or working secrets
of government agencies, shall first obtain approval from competent authorities according to
law, and files with the secrecy administrative department at the same level. A domestic
enterprise that provides accounting archives or copies of accounting archives to any entities
including securities companies, securities service providers and overseas regulators and
individuals shall fulfill due procedures in compliance with applicable national regulations.
Loss of Share Certificates
A shareholder may, in accordance with the public notice procedures set out in the PRC
Civil Procedure Law, apply to a people’s court if his share certificate(s) in registered form is
either stolen, lost or destroyed, for a declaration that such certificate(s) will no longer be valid.
After the people’s court declares that such certificate(s) will no longer be valid, the shareholder
may apply to the company for the issue of a replacement certificate(s).
Merger and Division
Pursuant to the PRC Company Law, a merger agreement shall be signed by merging
companies and the involved companies shall prepare respective balance sheets and inventory
of assets. The companies shall within 10 days of the date of passing the resolution approving
the merger notify their respective creditors and publicly announce the merger in newspapers
within 30 days. A creditor may, within 30 days of receipt of the notification, or 45 days of the
date of the announcement if he has not received the notification, request the company to settle
any outstanding debts or provide relevant guarantees.
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In case of a merger, the credits and debts of the merging parties shall be assumed by the
surviving or the new company. In case of a division, the company’s assets shall be divided and
a balance sheet and an inventory of assets shall be prepared. When a resolution regarding the
company’s division is approved, the company should notify all its creditors within 10 days of
the date of passing such resolution and publicly announce the division in newspapers within 30
days. The liabilities of the company which have accrued prior to the division shall be jointly
borne by the separated companies (unless a written agreement is reached between the company
and creditors regarding the repayment of debts prior to the division) unless otherwise stipulated
in the agreement in writing entered into by the company with creditors in respect of the
settlement of debts prior to the division.
Changes in the business registration of the companies as a result of the merger or division
shall be registered with the relevant administration authority for industry and commerce.
The PRC Securities Laws, Regulations and Regulatory Regimes
The PRC has promulgated a series of regulations that relate to the issue and trading of
shares and disclosure of information. In October 1992, the State Council established the
Securities Committee and CSRC. The Securities Committee is responsible for coordinating the
drafting of securities regulations, formulating securities-related policies, planning the
development of securities markets, directing, coordinating, and supervising all securities-
related institutions in the PRC, and administering CSRC. The CSRC is the regulatory executive
body of the Securities Committee and is responsible for the drafting of regulatory provisions
governing securities markets, supervising securities companies, regulating public offerings of
securities by PRC companies in the PRC or overseas, regulating the trading of securities,
compiling securities-related statistics and undertaking relevant research and analysis. In April
1998, the State Council consolidated the two departments and reformed the CSRC.
On April 22, 1993, the State Council promulgated the Provisional Regulations
Concerning the Issue and Trading of Shares (၍ଣᅲБૢԷ) governing the
application and approval procedures for public offerings of shares, issuance of and trading in
shares, the acquisition of listed companies, deposit, clearing, and transfer of shares, the
disclosure of information, investigation, penalties and dispute resolutions with respect to a
listed company.
The PRC Securities Law took effect on July 1, 1999, and was revised as of August 28,
2004, October 27, 2005, June 29, 2013, August 31, 2014 and December 28, 2019, respectively.
The latest revised PRC Securities Law took effect on March 1, 2020. The PRC Securities Law
is the first national securities law in the PRC, comprehensively regulating activities in the PRC
securities market. It is divided into 14 chapters and 226 articles, including the issue and trading
of securities, takeovers by listed companies, securities exchanges, securities companies, and
the responsibilities of the securities registration and settlement institutions and securities
regulatory authorities. Article 224 of the PRC Securities Law provides that domestic
companies issuing shares overseas directly or indirectly or listing their shares overseas shall
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comply with the relevant provisions of the State Council. Currently, the issue and trading of
foreign-issued securities (including shares) are principally governed by the regulations and
rules promulgated by the State Council and CSRC.
Arbitration and Enforcement of Arbitral Awards
The Arbitration Law of the PRC () (the “ PRC Arbitration
Law”) was enacted by the SCNPC on August 31, 1994, which became effective on September
1, 1995, and was amended on August 27, 2009 and September 1, 2017. The PRC Arbitration
Law is applicable to, among other matters, economic disputes involving foreign parties where
all parties had entered into a written agreement to resolve disputes by arbitration before an
arbitration committee constituted in accordance with the PRC Arbitration Law. The PRC
Arbitration Law provides that an arbitration committee may, before the promulgation of
arbitration regulations by the PRC Arbitration Association, formulate interim arbitration rules
in accordance with the PRC Arbitration Law and the PRC Civil Procedure Law. Where the
parties have agreed to settle disputes by means of arbitration, a people’s court will refuse to
handle a legal proceeding initiated by one of the parties at such people’s court unless the
arbitration agreement is invalid.
Under the PRC Arbitration Law and PRC Civil Procedure Law, an arbitral award shall be
final and binding on the parties involved in the arbitration. If any party fails to comply with
the arbitral award, the other party to the award may apply to a people’s court for its
enforcement. 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, the making of an award on matters beyond the scope of the
arbitration agreement, or the jurisdiction of the arbitration commission).
Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC
against a party or whose property is not located within the PRC may apply to a foreign court
with jurisdiction over the case for recognition and enforcement of the award. Likewise, an
arbitral award made by a foreign arbitral body may be recognized and enforced by a PRC court
in accordance with the principle of reciprocity or any international treaties concluded or
acceded to by the PRC.
The PRC acceded to the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards () (the “ New Y ork Convention ”) adopted
on June 10, 1958, pursuant to a resolution passed by the SCNPC on December 2, 1986. The
New Y ork Convention provides that all arbitral awards made in a state which is a party to the
New Y ork Convention shall be recognized and enforced by other parties thereto subject to their
rights to refuse recognition and enforcement under certain circumstances, including where the
recognition and enforcement of the arbitral award is against the public policy of that state. At
the time of the PRC’s accession to the Convention, the SCNPC declared that (I) the PRC would
only apply the Convention to the recognition and enforcement of arbitral awards made in the
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territories of other parties based on the principle of reciprocity; and (II) the New Y ork
Convention will only be applied to disputes deemed under PRC laws to be arising from
contractual or non-contractual mercantile legal relations.
An agreement has been reached between Hong Kong and the Supreme People’s Court of
the PRC for the mutual enforcement of arbitral awards. On June 18, 1999, the Supreme
People’s Court of the PRC adopted the Arrangement on Mutual Enforcement of Arbitral Awards
between Mainland and Hong Kong Special Administrative Region (ಥतйБ
τર), which became effective on February 1, 2000. The Supreme
People’s Court of China issued the Supplementary Arrangements on the Mutual Enforcement
of Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(໾̂τર) on November 26, 2020,
which went into effect on November 27, 2020. The arrangements reflect the spirit of the New
Y ork Convention. Pursuant to the arrangements, awards made by PRC arbitral authorities
acknowledged by Hong Kong arbitration rules can be enforced in Hong Kong, and Hong Kong
arbitration awards are also enforceable in mainland China. Where a court of mainland China
finds that enforcement in mainland China of the ruling made by the Hong Kong arbitral
authority will violate the public interests of mainland China, execution of the ruling may be
ignored.
Judicial Judgment and its Enforcement
Pursuant to the Arrangement on Mutual Recognition and Enforcement of Judgments in
Civil and Commercial Matters by the Courts of the Mainland China and of the Hong Kong
Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned ( ௰৷
΁кӔ
τર) (the “ Arrangement ”) promulgated by the Supreme People’s Court on July 3, 2008,
and implemented on August 1, 2008, in the case of final judgment, defined with payment
amount and enforcement power, made between the court of mainland China and the court of
the Hong Kong Special Administrative Region in a civil and commercial case with written
jurisdiction agreement, any party concerned may apply to the People’s Court of China or the
court of the Hong Kong Special Administrative Region for recognition and enforcement based
on this arrangement. “Choice of court agreement in written” refers to a written agreement
defining the exclusive jurisdiction of either the People’s Court of China or the court of the
Hong Kong Special Administrative Region to resolve the dispute with a particular legal
relation that occurred or is likely to occur by the party concerned. Therefore, the party
concerned may apply to the People’s Court of China or the court of the Hong Kong Special
Administrative Region to recognize and enforce the final judgment made in China or Hong
Kong that meets certain conditions of the aforementioned regulations. On January 14, 2019, a
further arrangement was reached between Hong Kong Special Administrative Region and the
Supreme People’s Court, Arrangements for Reciprocal Recognition and Enforcement of
Judgments in Civil and Commercial Cases between Courts of the Mainland and Hong Kong
Special Administrative Region (ʝႩ̙ձ
τર) (the “ New Arrangement ”), which became effective and
replace the Arrangement on January 29, 2024, privileged that “Written Agreement on
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Jurisdiction” reached under the Arrangement before January 29, 2024 will still apply. This New
Arrangement further stipulates the scope and content of judgments applicable to the reciprocal
recognition and enforcement and corresponding procedures and methods for applying, the
circumstances concerning review, non-recognition and enforcement upon the jurisdiction of the
court of first instance and the means of remedy. Non-monetary judgments and judgments on
some intellectual property cases are included in the reciprocal recognition and enforcement of
judgments in accordance with this New Arrangement.
Certain Material Differences between the PRC and Hong Kong Company Law
The Hong Kong laws applicable to a company incorporated in Hong Kong are based on
the Companies Ordinance and the Companies (Winding up and Miscellaneous Provisions)
Ordinance and are supplemented by common law and the rules of equity that apply to Hong
Kong. As a joint stock limited company established in the PRC, the Company are governed by
the PRC Company Law and all other applicable rules and regulations promulgated pursuant to
the PRC Company Law.
Set out below is a summary of material differences between Hong Kong laws applicable
to a company incorporated in Hong Kong and the PRC Company Law applicable to a joint
stock limited company incorporated and existing in accordance with the PRC Company Law.
This summary is, however, not intended to be a comprehensive comparison.
Corporate Existence
Under the Hong Kong laws, a company with share capital shall be incorporated by the
Registrar of Companies in Hong Kong which issues a certificate of incorporation, and the
company will acquire an independent corporate existence. A company may be incorporated as
a public company or a private company. Pursuant to the Companies Ordinance, the articles of
association of a private company incorporated in Hong Kong shall contain certain pre-emptive
provisions. A public company’s articles of association do not contain such pre-emptive
provisions.
Pursuant to the Company Law, a joint stock limited company may be incorporated by
promotion or public subscription.
Hong Kong laws do not prescribe any minimum capital requirements for a Hong Kong
company.
Share Capital
Hong Kong laws do not provide for authorized share capital. The share capital of
companies in Hong Kong would be issued share capital. The full proceeds of a share issue will
be credited to share capital and become the company’s share capital. The directors of
companies in Hong Kong may, with the prior approval of the shareholders if required, issue
new shares of the company.
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The PRC Company Law does not provide for authorized share capital. The registered
capital shall be our issued share capital. Any increase in registered capital shall be approved
at the shareholders meeting and filed with the relevant Chinese government and regulatory
authorities.
Pursuant to the PRC Company Law, shareholders may provide capital contribution in the
form of money or non-monetary assets such as in kind or intellectual property rights or land
use rights which can be appraised with monetary value and transferred lawfully. Non-monetary
property used for capital contributions shall be evaluated and verified, and shall not be
overvalued or undervalued. Hong Kong laws do not prescribe any requirements for companies
in Hong Kong.
Restrictions on Transfer of Shares
Under the PRC Company law, a joint stock limited company’s domestic shares, which are
denominated and subscribed for in Renminbi, in the share capital, generally may only be
subscribed for and traded by the State, PRC legal persons, natural persons or other investment
institutions permitted by laws and regulations. Overseas listed shares, which are denominated
in Renminbi but subscribed for in a currency other than Renminbi, may only be subscribed for,
and traded by, investors from Hong Kong, Macau, Taiwan or any country and territory outside
the PRC, or qualified domestic institutional investors. If H shares are qualified securities of the
Hong Kong Stock Connect, the said shares may also be subscribed for or traded by Chinese
investors based on a limited amount according to the rules of the Shanghai-Hong Kong Stock
Connect or Shenzhen-Hong Kong Stock Connect. After the filing procedures of the full
circulation application with the CSRC are completed, the domestic unlisted shares of H-share
listed companies may be listed and circulated on the Hong Kong Stock Exchange.
Pursuant to the PRC Company Law, the shares issued by the company prior to its public
offering shall not be transferred within one year from the date of listing on the stock exchange.
Shares of a joint stock limited company held by its directors, supervisors and senior
management transferred each year during their term of office shall not exceed 25% of the total
shares they held in the company, and the shares they held in the company cannot be transferred
within one year from the listing date of the shares, and also cannot be transferred within half
a year after the said personnel has left office. The articles of association of a company may set
other restrictive requirements on the transfer of a company’s shares held by its directors,
supervisors and senior management of the company.
There are no such restrictions on shareholdings and transfers of shares under Hong Kong
laws apart from (i) the six-month lockup on the company’s issue of additional shares and (ii)
the 12-month lockup on controlling shareholders’ disposal of shares, upon listing.
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Financial Assistance for the Purchase of the Shares
Pursuant to the PRC Company Law and the Guidelines for the Articles of Association, the
company (including the company’s subsidiaries) shall not provide any financial assistance, in
the form of gift, advance, guarantee, compensation or loans, to any person that purchases or
plans to purchase the shares of the Company, except for the implementation of the company’s
employee stock option plans. For the interests of the company, upon a resolution of the
shareholders meeting, or a resolution of the board of directors in accordance with the articles
of association or the authorization of the shareholders meeting, the company may provide
financial assistance to other persons for the acquisition of shares in the company or its parent
company, provided that the cumulative total amount of the financial assistance shall not exceed
10% of the total issued share capital. Resolutions made by the board of directors shall be
approved by more than two-thirds of all directors.
Notice of Shareholders Meeting
Under the PRC Company Law, notices of an annual general meeting and an extraordinary
shareholders meeting of a joint stock limited company must be given to shareholders 20 days
and 15 days before the meeting, respectively. For a limited liability company incorporated in
Hong Kong, the minimum period of notice is 14 days in the case of shareholders meetings other
than an annual general meeting and 21 days in the case of an annual general meeting.
Quorum for Shareholders Meetings
Under the Hong Kong company law, the quorum for a shareholders meeting is two
members unless the articles of association of the company otherwise provide. For a
single-member company, one member is a quorum. Under the PRC Company Law, a limited
liability company and a joint stock limited company with only one shareholder do not establish
a shareholders meeting. For a company with a shareholders meeting, the PRC Company Law
does not specify any quorum requirement for a shareholders meeting.
Voting at Shareholders Meetings
Under the PRC Company Law, the passing of any resolution of a shareholders meeting
requires affirmative votes of shareholders representing more than half of the voting rights
represented by the shareholders who attend the shareholders meeting or by proxy except in
cases of resolutions on amendments to a company’s articles of association, increase or decrease
of registered capital, merger, division or dissolution, or change of corporation form, which
require affirmative votes of shareholders representing more than two-thirds of the voting rights
represented by the shareholders who attend the shareholders meeting or by proxy.
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Under Hong Kong law, (i) an ordinary resolution may be passed by a simple majority of
affirmative votes of the shareholders who attend the shareholders meeting in person or by
proxy, and (ii) a special resolution may be passed by no less than three-fourths of affirmative
votes of the shareholders who attend the shareholders meeting in person or by proxy.
Variation of Class Rights
The PRC Company Law has no special provision relating to variation of class rights.
However, the PRC Company Law states that the State Council can promulgate separate
regulations relating to other kinds of shares.
Under the Companies Ordinance, no rights attached to any class of shares can be varied
except:
(I) if there are provisions in the articles of association relating to the variation of those
rights, then such provisions shall prevail;
(II) if there are no provisions in the articles of association, (a) with the consent in
writing from at least three-fourths of the total voting rights of shareholders of the
relevant class; or (b) be approved by a special resolution passed at a separate
meeting of shareholders of the relevant class.
Directors
The PRC Company Law, unlike Hong Kong law, does not contain any requirements
relating to the declaration of directors’ interests in material contracts, restrictions on directors’
rights to carry out major disposals or companies providing certain benefits, or prohibitions
against compensation for loss of office without shareholders’ approval. The PRC Company
Law restricts the directors of a listed company who have interests or associations in the
enterprises involved in the resolution of the board meetings from voting on the said resolution.
All the above provisions have been incorporated in the articles of association, which are
summarized in Appendix V .
Supervisors
Under the PRC Company Law, a joint stock limited company’s board of directors and
general manager are subject to the supervision and inspection of the supervisory committee.
There is no mandatory requirement for the establishment of a supervisory committee for a
company incorporated in Hong Kong. Supervisors are required under the PRC Company Law
to comply with the relevant laws, administrative regulations and the articles of association.
Supervisors shall faithfully perform their obligations to the company and should take measures
to avoid any conflict between their own interests and the interests of the company, and should
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not use their powers to gain an improper advantage. Supervisors also owe a duty of diligence
to the company and shall exercise the reasonable care normally expected of a manager in the
best interests of the company in the performance of their duties.
Derivative Action by Minority Shareholders
Hong Kong law permits minority shareholders to initiate a derivative action on behalf of
all shareholders against directors who have committed a breach of their fiduciary duties to the
company if the directors control a majority of votes at a shareholders meeting, thereby
effectively preventing a company from suing the directors in breach of their duties in its own
name.
Pursuant to the PRC Company Law, in the event that the directors and senior management
violate laws, administrative regulations or the articles of association in the performance of
duties to the company, thereby causing damages to the company, the shareholders individually
or jointly holding more than 1% of the shares in the company for more than 180 consecutive
days may request in writing the supervisory committee to initiate proceedings in the people’s
court. If the supervisors are involved in the aforesaid circumstance, the above-said
shareholders may send a written request to the board of directors to initiate proceedings in the
people’s court. If the supervisory committee or the board of directors refuses to initiate such
proceedings upon receipt of such written request from the shareholders, or has not initiated
proceedings within 30 days upon receipt of the request, or if under urgent situations, failure to
initiate immediate proceedings may cause irremediable damages to the company, the above
said shareholders shall, for the benefit of the company’s interests, have the right to initiate
proceedings directly to the court in their own name.
Pursuant to the Guidelines for the Articles of Association, if the directors or senior
management violate laws, administrative regulations or the articles of association in the
performance of duties, resulting in losses to the company, shareholders individually or jointly
holding over 1% of the shares in the company for more than 180 consecutive days may request
in writing the supervisory committee to initiate proceedings in the people’s court. If the
supervisory committee violates laws, administrative regulations or the articles of association in
the performance of duties, resulting in losses to the company, shareholders may request in
writing the board of directors to initiate proceedings in the people’s court. If directors or senior
management violate any laws, administrative regulations or the articles of association,
resulting in damages to the interests of shareholders, shareholders may initiate proceedings in
the people’s court.
Protection of Minorities
Pursuant to Hong Kong law, If the court deems it fair and just to liquidate the company,
it may liquidate the company, and a shareholder who complains that the affairs of a company
incorporated in Hong Kong are conducted in a manner unfairly prejudicial to his/her interests
may petition to the court to either wind up the company or make an appropriate order
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL
AND REGULATORY PROVISIONS
– IV-34 –


--- page 402 ---
regulating the affairs of the company. In addition, on the application of a specified number of
members, the Financial Secretary of Hong Kong may appoint inspectors who are given
extensive statutory powers to investigate the affairs of a company incorporated in Hong Kong.
The PRC Company Law stipulates that if the company’s operation and management are
seriously distressed and continuously existing will cause significant losses to shareholders’
interests and cannot be resolved through other channels, shareholders holding more than 10%
of the company’s shareholders’ voting rights may request the people’s court to dissolve the
company. However, the Guidelines for the Articles of Association stipulate that the controlling
shareholder and ultimate controller of the company have a duty of prudence towards the
company and its public shareholders. The controlling shareholder shall strictly exercise the
rights as an investor, and shall not impair the legitimate rights and interests of the company and
the publicly issued shareholders through profit distribution, asset reorganization, overseas
investment, capital occupation and loans and guarantees, and shall not impair the interests of
the company and the publicly issued shareholders by abusing its controlling status in the
company.
Financial Disclosure
Pursuant to the PRC Company Law, a joint stock limited company is required to make its
financial reports available at the company for inspection by shareholders 20 days before its
annual general meeting. In addition, a company for which the shares are publicly offered must
publish its financial report in accordance with the PRC Company Law. A company shall
prepare its financial and accounting reports at the end of each fiscal year, and submit the same
to be audited by certified public accountants as required by law.
The Companies Ordinance requires a company to send to every shareholder a copy of its
balance sheet, auditors’ report and directors’ report, which are to be presented at its annual
general meeting, not less than 21 days before such meeting.
Information on Directors and Shareholders
The PRC Company Law gives shareholders the right to inspect the company’s articles of
association, minutes of the shareholders meetings and financial and accounting reports. Under
the articles of association, shareholders have the right to inspect and copy (at reasonable
charges) certain information on shareholders and directors which is similar to the shareholders’
rights of Hong Kong companies under Hong Kong law.
Dividend and Receiving Agent
Under Hong Kong law, dividends once declared are debts payable to shareholders. The
limitation period for debt recovery action under Hong Kong law is six years, while under the
PRC law, this limitation period is three years.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL
AND REGULATORY PROVISIONS
– IV-35 –


--- page 403 ---
Corporate Reorganization
Corporate reorganization involving a company incorporated in Hong Kong may be
effected in a number of ways, such as a transfer of the whole or part of the business or property
of the company in the course of voluntary winding up to another company pursuant to section
237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or a compromise
or arrangement between the company and its creditors or between the company and its
members pursuant to Section 673 and Section 674 of the Companies Ordinance, which requires
the sanction of the court. In addition, subject to the shareholders’ approval, intra-group
wholly-owned subsidiaries may also be amalgamated horizontally or vertically under the
Companies Ordinance.
According to the laws in China, the merger, demerger, dissolution or change to the forms
of a joint stock limited company has to be approved by shareholders at shareholders meeting.
Dispute Arbitration
In Hong Kong, disputes between shareholders and the company or its directors, managers
and other senior management may be resolved through the court. Under the PRC Company
Law, shareholders may sue the directors, supervisors, managers and other senior management
of the company. Shareholders may sue the company, and the company may sue its shareholders,
directors, supervisors, managers and other senior management.
Statutory Deduction
Under the PRC Company Law, a joint stock limited company shall transfer a specified
percentage of after-tax profits as a statutory common reserve fund. There are no corresponding
provisions under Hong Kong law.
Remedies of the Company
Under the PRC Company Law, if a director, supervisor or senior management in carrying
out his duties infringes any law, administrative regulation or the articles of association of a
company, which results in damage to the company, that director, supervisor or senior
management shall be liable for compensation. In addition, the company’s remedies are similar
to those available under Hong Kong law (including rescission of the relevant contract and
recovery of profits from a director, supervisor or senior management personnel), in line with
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL
AND REGULATORY PROVISIONS
– IV-36 –


--- page 404 ---
Fiduciary Duties
In Hong Kong, there is the common law concept of the fiduciary duty of directors. Under
the PRC Company Law, directors, supervisors and senior management of a company shall have
the duty of loyalty and diligence. According to the Guidelines of the Articles of Association,
directors shall not violate the provisions of the articles of association or enter into any contract
or transaction with the company without the consent of the shareholders meeting.
Closure of Register of Shareholders
The Companies Ordinance requires that the register of shareholders of a company must
not generally be closed for the registration of transfers of shares for more than 30 days
(extendable to 60 days under certain circumstances) in a year, whereas, as required by the PRC
Company Law, change of the register of shareholders arising from share transfer shall not be
registered within 20 days before convening of a shareholders meeting or within 5 days prior
to the base date on which the company decides to distribute dividends.
Any person wishing to have detailed advice on PRC law or the laws of any jurisdiction
is recommended to seek independent legal advice.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL
AND REGULATORY PROVISIONS
– IV-37 –


--- page 405 ---
OVERVIEW
This appendix contains a summary of the main provisions of the Articles of Association.
The main purpose of this appendix is to give potential investors an overview of the Articles of
Association of the Company, and it may not contain all the information that is important for
potential investors. The full Chinese text of the Articles of Association is available for
inspection as mentioned in the section headed Appendix VIII — Documents Delivered to the
Registrar of Companies in Hong Kong and Available on Display in this document.
SHARES
Share Issuance
The shares of the Company shall take the form of share certificates.
The shares of the Company shall be issued in a transparent, fair and equal manner, and
shall rank pari passu with the shares of the same class.
For shares issued at the same time and within the same class, the conditions and price per
share must be the same; for the shares subscribed by an entity or an individual, the price per
share paid must be the same.
All the shares issued by the Company are ordinary shares, and are denominated in RMB,
with a nominal value of RMB0.10 per share.
Increase, Reduction and Repurchase of Shares
Increase in registered capital
The Company may adopt the following methods to increase its capital based on its
business and development needs and in accordance with the provisions of laws, regulations and
the securities regulatory rules of the place where the Company’s shares are listed after
resolutions approved by the shareholders meeting:
(1) public offering of shares;
(2) private placement of shares;
(3) distribution of bonus shares to existing shareholders;
(4) conversion of the common reserve fund to additional share capital;
(5) other means as permitted by laws, administrative regulations, the regulatory rules of
the place where the Company’s shares are listed and other relevant competent
authorities such as the China Securities Regulatory Commission, CSRC and other
competent authorities.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-1 –


--- page 406 ---
Reduction in registered capital
The Company may decrease its registered capital. If the Company reduces its registered
capital, such reduction shall be made in accordance with the procedures stipulated in the
Company Law, other related regulations and the Articles of Association.
When reducing its registered capital, the Company must prepare a balance sheet and a
property inventory.
The Company shall notify its creditors within 10 days from the date of the resolution on
the registered capital reduction and shall publish an announcement in a newspaper or the
National Enterprise Credit Information Publicity System within 30 days from the date of such
resolution. A creditor has the right, within 30 days from the receipt of such notice; or, for
creditors who do not receive the notice, within 45 days from the date of the announcement, to
request the Company to pay its debts or to provide corresponding guarantee for such debts.
Shares repurchase
The Company shall not repurchase its shares, except in one of the following
circumstances:
(1) reducing the registered capital of the Company;
(2) merging with another company that holds shares in the Company;
(3) using shares for employee stock ownership plans or share incentives;
(4) requesting the Company to purchase shares from shareholders who voted against
any resolution passed at a shareholders meeting of the Company regarding merger
or division of the Company;
(5) the shares are to be used to convert corporate bonds issued by the Company that can
be converted to shares;
(6) it is necessary for the Company to maintain corporate value and shareholders’
interests;
(7) other circumstances permitted by the laws, administrative regulations and securities
regulatory rules of the place where the Company’s shares are listed.
The Company’s acquisition of the shares of the Company can be made by public and
centralized transaction, or other methods permitted by laws, administrative regulations, the
regulatory rules of the place where the Company’s shares are listed and other relevant
competent authorities such as the CSRC.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-2 –


--- page 407 ---
The Company’s acquisition of the shares of the Company due to the circumstances
stipulated in items (1) and (2) above shall be subject to a resolution of the shareholders
meeting. The Company’s acquisition of the shares of the Company due to the circumstances
stipulated in items (3), (5) and (6) above may, pursuant to the Articles of Association or the
authorization of the shareholders meeting, be subject to a resolution of a Board meeting at
which more than two-thirds of directors are present.
After the Company purchases its own shares pursuant to the aforesaid provisions, under
the circumstance stipulated in item (1) above, the shares of the Company so acquired shall be
canceled within ten days from the date of acquisition; under the circumstances stipulated in
either item (2) or item (4) above, the shares of the Company so acquired shall be transferred
or canceled within six months; under the circumstances stipulated in item (3), (5) or (6), the
total shares of the Company held by the Company shall not exceed 10% of total shares already
issued by the Company, and shall be transferred or canceled within three years.
Share transfer
The Company’s shares can be transferred in accordance with laws.
The Company does not accept its own shares as the collateral of pledge.
Shares issued prior to the public offering of shares by the Company shall not be
transferred within one year from the day on which the shares of the Company are listed and
traded on the stock exchange. Where laws, administrative regulations, regulatory rules of the
place where the Company’s shares are listed or and other relevant competent authorities such
as the CSRC otherwise provide for the transfer of shares of the Company held by shareholders
or actual controllers of the Company, such provisions shall prevail.
The Directors, Supervisors and senior management personnel of the Company shall report
to the Company their shareholdings in the Company and changes thereof and shall not transfer
more than 25% of their total shareholding of the same class of the Company’s shares during
their terms of office; the shares they hold in the Company shall not be transferred within one
year from the date on which the shares of the Company are listed and traded. The shares they
held in the Company also cannot be transferred within half a year after such persons have left
office.
SHAREHOLDERS AND SHAREHOLDERS MEETINGS
Shareholders
Register of shareholders
The Company shall make a register of shareholders in accordance with evidentiary
documents provided by the securities registration authorities, and such register of shareholders
shall be sufficient evidence substantiating that the shareholders hold the shares of the
Company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-3 –


--- page 408 ---
The Company shall guarantee the register of shareholders of foreign shares listed
overseas is open to inspections during business hours by the shareholders without charge at the
appointed overseas agent(s), provided that the Company may be permitted to close the register
on terms equivalent to section 632 of the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong). Shareholders of the same class shall enjoy the same rights and bear the same
obligations.
When the Company convenes a shareholders 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 shareholders meeting shall determine the record
date. Shareholders whose names appear on the register of shareholders after the close of trading
on the record date shall be the shareholders entitled to relevant rights and interests.
If the Hong Kong Listing Rules make provisions regarding the period during which the
registration of share transfers is suspended prior to the convening of a shareholders meeting or
the record date determined by the company for dividend distribution, such provisions shall be
followed.
Rights and obligations of shareholders
The shareholders of the Company shall enjoy the following rights:
(1) obtaining dividends and any other form of profit distribution based on the proportion
of shares held by them;
(2) requiring, convening, chairing, attending or appointing a proxy to attend and speak
at a shareholders meeting pursuant to the law and exercising the corresponding
rights to vote, unless otherwise required under the Hong Kong Listing Rules for a
separate shareholder to abstain from voting on a particular matter;
(3) supervising the Company’s operations, proposing recommendations or raising
questions;
(4) transferring, gift or pledging shares held by them pursuant to laws, administrative
regulations, the regulatory rules of the place where the Company’s shares are listed
and the Articles of Association;
(5) inspecting and duplicating the Articles of Association, share register, meeting
minutes of a shareholders meeting, resolutions of the Board meetings and financial
and accounting reports, and qualified shareholders may also inspect the Company’s
accounting books and vouchers;
(6) upon termination or liquidation of the Company, to participate in the distribution of
the remaining property of the Company in proportion to the quantity of shares held
by them;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-4 –


--- page 409 ---
(7) requiring the Company to repurchase the shares of shareholders objecting to
resolutions of the shareholders meeting concerning merger or division of the
Company;
(8) shareholders who individually or jointly hold more than 1% of the Company’s shares
have the right to propose temporary motions and submit them in writing to the Board
ten days before the shareholders meeting;
(9) other rights stipulated by laws, administrative regulations, departmental rules, the
security regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
If any shareholder is required to abstain from voting on any specific resolution or is
restricted to voting only for (or against) any specific resolution, any votes cast by such
shareholder or its/his/her proxy in violation of the requirements or restrictions shall not be
counted.
If a shareholder intends to access the aforementioned information or request any data,
such shareholder shall provide the Company with written documentation evidencing the class
and quantity of the shares held by it/him/her, the Company shall, upon verification of the
shareholder’s identity, provide the relevant information or data according to the shareholder’s
request.
If any resolutions adopted by the shareholders meeting or the Board of the Company
violate laws or administrative regulations, shareholders shall have the right to petition the
People’s Court to declare such resolution null and void.
If the convening procedures or voting methods of a shareholders meetings or the Board
meetings violate laws, administrative regulations, or the Articles of Association, or if the
content of a resolution contravenes the Articles of Association, shareholders shall have the
right to petition the People’s Court to rescind such resolution within 60 days from the date the
resolution is adopted, provided that the procedural defects in convening the meeting or the
voting methods are minor and have no material impact on the resolution.
A shareholder who is not notified to attend the shareholders meeting may, within 60 days
from the date they know or should have known about the resolution, petition the People’s Court
to rescind the resolution. In such case, if the right to rescind is not exercised within one year
from the date the resolution was adopted, such right shall lapse.
If directors or senior management, other than those being designated as the members of
the Audit Committee, violate laws, administrative regulations, or the Articles of Association in
the performance of their duties, thereby causing loss to the Company, shareholders holding 1%
or more of the Company’s shares individually or jointly for 180 consecutive days or longer may
submit a written request to the audit committee to file a lawsuit with the People’s Court. If the
members of the audit committee violate the forgoing provisions and cause loss to the Company,
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-5 –


--- page 410 ---
shareholders may submit a written request to the Board to initiate legal action to the People’s
Court. If the audit committee or the Board refuses to file a lawsuit upon receiving the written
request from the shareholders specified above, fails to initiate legal proceedings within 30 days
of receiving the request, or fails to file a lawsuit immediately in case of emergency will cause
irreparable damage to the interests of the Company, the aforementioned shareholders are
entitled to directly file a lawsuit in their own name with the People’s Court to protect the
Company’s interests. If any person intervenes with the lawful interests of the Company
resulting in losses to the Company, the aforementioned shareholders are entitled to file a
lawsuit with the People’s Court in accordance with the preceding paragraphs.
If directors, supervisors, or senior management of a wholly-owned subsidiary of the
Company commit acts specified in the preceding paragraph, or if a third party infringes upon
the lawful interests of such subsidiary, thereby causing losses, shareholders holding 1% or
more of the Company’s shares individually or jointly for 180 consecutive days or longer may,
in accordance with Paragraphs 1-3 of Article 189 of the Company Law, submit a written request
to require such wholly-owned subsidiary’s Supervisory Board or Board to file a lawsuit with
the People’s Court, or such shareholders may directly initiate legal proceedings in their own
name with the People’s Court pursuant to the requirement in the preceding paragraph.
If directors or senior management violate laws, administrative regulations, or the
provisions of the Articles of Association, thereby harming the rights and interests of
shareholders, the shareholders may file a lawsuit with the People’s Court.
Shareholders of the Company shall undertake the following obligations:
(1) comply with laws, administrative regulations, and the Articles of Association;
(2) pay the subscription monies according to the shares subscribed and the method of
subscription;
(3) except as otherwise provided for by laws and regulations, no share withdrawal shall
be permitted;
(4) no rights as a shareholder shall be abused to injure the interests of the Company or
other shareholders;
(5) other obligations stipulated by laws, administrative regulations and the Articles of
Association
If a shareholder of the Company abuses shareholder rights and causes damage to the
Company or other shareholders, it/he/she shall be legally liable for compensation. If a
shareholder of the Company abuses the Company’s independent legal person status and
shareholder’s limited liability to evade debts, thereby severely prejudicing the interests of the
Company’s creditors, such shareholder shall bear joint and several liability for the Company’s
debts.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-6 –


--- page 411 ---
Restrictions on rights of the controlling shareholders
The controlling shareholders and the actual controllers of the Company shall not use their
connected (related) relations to damage the interests of the Company. If the violation causes
losses to the Company, it shall be liable for compensation.
The controlling shareholders or the actual controllers that does not serve as a director but
de facto manages the Company’s affairs shall subject to the provisions of these Articles of
Association regarding the directors’ fiduciary duties and duty of diligence. The controlling
shareholder shall exercise its rights as a capital contributor in strict compliance with the laws.
The controlling shareholders shall not damage the legitimate rights and interests of the
Company and public shareholders by means of non-arm’s length connected transactions, profit
distribution, asset restructuring, external investment, fund appropriation, loan guarantee, etc.,
and shall not use its/his/her controlling status to damage the interests of the Company and
public shareholders.
Where the controlling shareholders or the actual controllers pledge the shares of the
Company held or actually controlled by them, they shall maintain control of the Company and
the stability of its production and operation.
Shareholders meeting
The shareholders meeting is the organ of authority of the Company and shall exercise the
following functions and powers in compliance with the laws:
(1) to elect and replace directors and to decide on matters relating to the remuneration
of directors;
(2) to consider and approve the reports of the Board;
(3) to consider and approve the Company’s profit distribution plans and loss recovery
plans;
(4) to resolve the increase or reduction of the registered capital of the Company;
(5) to resolve our Company’s issuance of bonds or any class of shares, warrants and
other similar securities as well as the listing;
(6) to resolve our Company’s merger, division, dissolution, liquidation or change of its
corporate form;
(7) amendments to the Articles of Association, the functions of the shareholders meeting
and the Board, and their corresponding voting matters;
(8) to resolve the appointment and dismissal of the accounting firm of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-7 –


--- page 412 ---
(9) to consider and approve the major transaction including the Company’s purchase or
disposal of material assets within one year with an amount exceeding 30% of the
latest audited total assets of the Company as stipulated in the Articles of Association
to be considered at the shareholders meeting.
(10) to consider and approve the external guarantee matters which shall be reviewed at
the shareholders meeting as stipulated in the Articles of Association;
(11) to consider and approve the connected transactions between the Company and the
related person in the amount of over RMB30 million and representing 5% or more
of the absolute value of the Company’s latest audited net asset value (excluding the
receipt of cash assets or provision of guarantees by the Company, including
cumulative amounts of related party (connected) transactions regarding the same
subject matter or with the same related person within any consecutive 12-month
period)
(12) to consider the share incentive plans and employee stock ownership plans;
(13) to consider other matters required by laws, administrative regulations, departmental
rules, the regulatory rules of the place where he Company’s shares are listed, or the
Articles of Association to be determined by the shareholders meeting.
Shareholders meetings are divided into annual meetings and extraordinary meetings. The
annual meeting shall be convened once a year. The extraordinary meeting shall be convened on
an ad hoc basis.
The Company shall convene an extraordinary shareholders meeting within two months
from the date of occurrence of any of the following circumstances:
(1) 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;
(2) when the unrecovered losses of the Company amount to one-third of the total
amount of its share capital;
(3) when shareholders individually or jointly holding 10% or more of the Company’s
shares (on a one-share-one-vote basis, excluding treasury shares) so request;
(4) when deemed necessary by the Board;
(5) when proposed by the audit committee;
(6) when more than half of independent non-executive directors propose to convene the
extraordinary shareholders meeting;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-8 –


--- page 413 ---
(7) other circumstances stipulated by laws, administrative regulations, departmental
rules or the Articles of Association.
Summoning of shareholders meetings
More than half of the independent non-executive directors shall have the right to propose
to the Board to convene an extraordinary shareholders meeting. The Board shall, in accordance
with the laws, administrative regulations and the Articles of Association, give a written reply
on whether or not to convene the extraordinary shareholders meeting within ten days after
receiving the proposal from the independent non-executive directors.
If the Board agrees to convene the extraordinary shareholders meeting, a notice of such
meeting shall be issued within five days after the resolution of the Board is passed. If the Board
does not agree to convene the extraordinary shareholders meeting, it shall explain the reasons
and make an announcement.
The audit committee shall have the right to propose to the Board to convene an
extraordinary shareholders meeting in writing. The Board shall, in accordance with the laws,
administrative regulations, regulatory rules of the place where the Company’s shares are listed,
and the Articles of Association, give a written reply on whether to convene the extraordinary
shareholders meeting or not within 10 days after receipt of the proposal.
If the Board agrees to convene the extraordinary shareholders meeting, a notice of such
meeting shall be issued within five days after the resolution of the Board is passed. Any
changes to the original proposal made in the notice shall be approved by the audit committee.
If the Board does not agree to convene the extraordinary shareholders meeting or fails to
give a reply within 10 days after receiving the proposal, the Board shall be deemed to be unable
or fail to perform the duty of convening the shareholders meeting, and the audit committee may
summon and preside over the meeting on its own.
Shareholders individually or jointly holding 10% or more of the Company’s shares shall
(on a one-share-one-vote basis, excluding treasury shares) have the right to request the Board
to convene an extraordinary shareholders meeting, and submit the proposal to the Board in
writing. The Board shall, in accordance with the laws, administrative regulations and the
Articles of Association, give a written reply on whether to convene the extraordinary
shareholders meeting or not within ten days after receipt of the request.
If the Board agrees to convene the extraordinary shareholders meeting, a notice of such
meeting shall be issued within five days after the resolution of the Board is passed, and any
change to the original request made in the notice shall be subject to the consent of the relevant
shareholders.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-9 –


--- page 414 ---
If the Board does not agree to convene an extraordinary shareholders meeting or does not
reply within 10 days upon receipt of the proposal, the shareholders individually or jointly
holding more than 10% of the Company’s shares shall (on a one-share-one-vote basis,
excluding treasury shares) have the right to propose to the audit committee to convene an
extraordinary shareholders meeting, and such proposal shall be made in writing.
If the audit committee agrees to convene the extraordinary shareholders meeting, it shall
issue a notice of the shareholders meeting within five days of receipt of the request. Any
changes to the original request in the notice shall be approved by the relevant shareholders.
If the audit committee fails to issue the notice of the shareholders meeting within the
prescribed period, it shall be deemed that the audit committee will not convene and preside
over the shareholders meeting, and shareholders individually or jointly holding 10% or more
of the Company’s shares (on a one-share-one-vote basis, excluding treasury shares) for more
than 90 consecutive days may summon and preside over the meeting by themselves.
Proposals at shareholders meetings
The content of the proposal shall fall within the scope of the power of the shareholders
meeting, with a clear agenda and specific matters for resolution, and comply with the
applicable provisions of laws, administrative regulations, other regulatory rules of the place
where the Company’s shares are listed and the Articles of Association.
When convening a shareholders meeting, the Board, as well as shareholders who
individually or collectively hold 1% or more of the Company’s shares, are entitled to submit
proposals to the Company.
Shareholders individually or jointly holding 1% or more of the Company’s shares may
submit ad hoc proposals in writing to the convener ten days before a shareholders meeting is
convened. The convener shall issue a supplementary notice of the shareholders meeting within
two days of receipt of the proposal to announce the contents of the provisional proposal. If,
under the securities regulatory rules of the place where the Company’s shares are listed, a
shareholders meeting is required to be postponed due to the issuance of a supplementary notice
for such meeting, the shareholders meeting shall be postponed in accordance with the
provisions of such securities regulatory rules.
Except as provided in the preceding paragraph, the convener shall not amend the
proposals set out in the notice of the shareholders meeting or add new proposals after issuing
the notice of the shareholders meeting.
The proposals that have not been set out in the notice of the shareholders meeting or that
do not comply with Article 57 of the Articles of Association, shall not be voted on or resolved
at the shareholders meeting.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-10 –


--- page 415 ---
Notice of shareholders meetings
The convener shall notify all shareholders 21 days before the annual shareholders meeting
and shall notify all shareholders 15 days before the extraordinary shareholders meeting.
When determining the notice period, the date on which the meeting is convened shall be
excluded.
Notice of shareholders meetings shall contain:
(1) the date, venue and duration of the meeting;
(2) matters and proposals submitted for consideration at the meeting;
(3) a clear statement that: all shareholders of ordinary shares, the shares with special
voting rights and other sorts of shares are entitled to attend the shareholders meeting
in person or appoint a proxy to attend and vote on his/her behalf, and such proxies
need not be shareholders of the Company;
(4) the date of record for the determination of shareholders who are entitled to attend
the shareholders meeting;
(5) name and telephone number of permanent contact person;
(6) time and procedures for voting online or by other means;
The notice of the shareholders meeting and supplementary notice shall fully and
comprehensively set out the specific content of all proposals.
Convening of shareholders meeting
All ordinary shareholders registered on the record date or their proxies are entitled to
attend the shareholders meeting and exercise voting rights in accordance with applicable laws,
regulations, the regulatory rules of the place where the Company’s shares are listed and the
Articles of Association (unless otherwise required by the Hong Kong Listing Rules which
require shareholders to abstain from voting on particular matters). Shareholders are entitled to
speak at the shareholders meeting.
Shareholders may attend the shareholders meeting in person or appoint a proxy (who need
not be a shareholder of the Company) to attend the meeting and vote on their behalf.
If the shareholders meeting requires the attendance of the director and senior
management, such director and senior management shall attend the meeting and answer the
inquiries from shareholders.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-11 –


--- page 416 ---
The shareholders meeting shall be presided over by the chairperson of the Board. If the
chairperson is unable or fails to perform such duty, the deputy chairperson shall preside over
such meeting (where the Company has two or more deputy chairpersons, the deputy
chairperson jointly recommended by more than half of the directors shall preside over such
meeting). If the deputy chairperson is unable or unwilling to perform the duty, the meeting
shall be presided over by one director jointly recommended by more than half of the directors.
If a shareholders meeting is convened by the audit committee itself, the convener of the
audit committee shall preside over the meeting. If the convener of the audit committee is
unable to or will not discharge his/her duties, a majority of the members of the Audit
Committee shall nominate a member of the audit committee to preside over the meeting.
The shareholders meeting convened by shareholders themselves shall be presided over by
a representative elected by the convener.
In a shareholders meeting, if the chairman of the meeting contravenes the rules of
procedure, making the meeting impossible to proceed, with consent from more than half of the
attending shareholders with voting rights, the shareholders meeting may nominate one person
to serve as the chairman and continue with the meeting.
V oting and resolutions at shareholders meetings
The resolutions of the shareholders meeting shall be divided into ordinary resolutions and
special resolutions.
An ordinary resolution made by the shareholders meeting shall be passed by more than
half of the votes held by the shareholders (including proxies of shareholders) attending the
shareholders meeting.
A special resolution made by the shareholders meeting shall be passed by more than
two-thirds of the votes held by the shareholders (including proxies of shareholders) attending
the shareholders meeting.
The following matters shall be resolved at the shareholders meeting through ordinary
resolutions:
(1) the work reports of the Board;
(2) the plans of profit distribution and loss recovery schemes proposed by the Board;
(3) removal of members of the Board and their remunerations and methods of payment;
(4) the appointment, removal of the accounting firm, and their remuneration thereof;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-12 –


--- page 417 ---
(5) any matters not otherwise required by the laws, administrative regulations or the
Articles of Association to be approved by special resolution.
The following matters shall be passed through special resolutions at the shareholders
meeting:
(1) amendment to the Articles of Association;
(2) the increase or reduction of the registered capital of the Company;
(3) merger, split, spin-off, dissolution and liquidation of the Company;
(4) matters on purchase or sale of material assets or provision of guarantee with an
amount of more than 30% of the Company’s audited total assets for the latest period
within one year;
(5) Share incentive plan and employee stock ownership plan (including the total number
of grants, the exercise price, the exercise period);
(6) other matters as required by the laws, administrative regulations, securities
regulatory rules of the place where the shares of the Company are listed or the
Articles of Association, or matters determined by the shareholders meeting by
ordinary resolution to have material effect on the Company and necessary for
approval by special resolutions.
Shareholders (including their proxies) shall exercise voting rights based on the number of
voting shares they represent, and be entitled to one vote for each share held, except for class
shares. The Company’s shares held by the Company shall not carry voting rights, and shall not
be included in the total number of voting shares at the shareholders meeting.
Resolutions of the shareholders meeting shall be promptly announced. The announcement
shall specify the number of shareholders and proxies present at the meeting; the total number
of voting shares held by such attendees and their proportion to the Company’s total voting
shares; the voting method and results for each resolution; and the details of all adopted
resolutions.
DIRECTORS AND THE BOARD
Directors
Non-employee representative directors shall be elected or replaced by the shareholders
meeting and may be removed by the shareholders meeting prior to the expiration of their term;
employee directors shall be democratically elected by the Company’s employees through
employee representative assemblies or other means and directly assume positions of the Board.
Subject to compliance with the laws and regulations of the place where the Company is
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-13 –


--- page 418 ---
established and the regulatory rules of the place where the Company’s shares are listed,
shareholders are entitled to remove any directors (including managing directors or other
executive directors) at a shareholders meeting by ordinary resolution before the expiration of
their term; however, such removal shall not prejudice the director’s right to claim damages
under any contracts. Directors shall serve a term of three years and may be re-elected upon
expiration of their term.
A director’s term of office shall commence from the date of his/her appointment until the
expiry of the term of the current position of the Board. Where the re-election of directors is not
held in time, the said director shall continue fulfilling the duties as a director pursuant to laws,
administrative regulations, departmental rules, the regulatory rules of the place where the
Company’s shares are listed and the Articles of Association until a new director takes office.
Subject to compliance with applicable laws and regulations and the regulatory rules of the
place where the Company’s shares are listed, if the Board appoints a new director to fill a
temporary vacancy, such appointed director shall only hold office until the first annual general
meeting following their appointment, and shall be eligible for re-election by shareholders at
that meeting.
Directors shall comply with laws, administrative regulations and the Articles of
Association, and owe the duties of loyalty and diligence to the company.
Board
The Company shall have a Board which shall be responsible for implementing the
resolutions of the shareholders meeting. The Board shall consist of 7 directors, including 1
chairperson of the Board, 1 employee representative director, and three independent non-
executive directors.
The Board shall exercise the following powers:
(1) to summon shareholders meetings and report its work to the shareholders meetings;
(2) to implement the resolutions of the shareholders meeting;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the Company’s profit distribution plans and loss recovery plans;
(5) to formulate proposals for the increase or reduction of the Company’s registered
capital, the issue of bonds or other securities and listing plans;
(6) to formulate plans for material acquisitions, purchase of shares of the Company or
merger, division, dissolution and change of corporate form of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-14 –


--- page 419 ---
(7) to decide on the Company’s external investment, acquisition and disposal of assets,
pledge of assets, external guarantees, entrusted wealth management, connected
transactions, external donations and other matters within the scope authorized by the
shareholders meeting;
(8) to decide on the establishment of the Company’s internal management structure;
(9) 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, person in charge of finance and other
senior management based on the nomination of the general manager, and decide on
their remuneration, rewards and punishments;
(10) to formulate the basic management system of the Company;
(11) to formulate proposals for any amendment to the Articles of Association of the
Company;
(12) to manage the information disclosure of the Company;
(13) to propose to the shareholders meeting the appointment or replacement of the
accounting firm that audits the Company;
(14) to listen to the work report of the general manager of the Company and inspect the
work of the general manager;
(15) other functions and powers conferred by laws, administrative regulations,
departmental rules, the Articles of Association or the shareholders meeting.
Matters beyond the scope authorized by the shareholders meeting shall be submitted to
the shareholders meeting for consideration.
The Board of Directors shall hold at least four regular meetings annually, approximately
one per quarter, with written notice to all directors at least 14 days prior to each meeting. For
interim board meetings, written notice shall be given at least 3 days in advance. In case of
urgent matters, interim board meetings may be convened at any time via oral, telephone, or
email notification.
A Board meeting shall be valid only if a majority of directors are present. Resolutions of
the Board must be approved by a majority of all directors.
Each director shall have one vote for resolutions to be approved by the Board.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-15 –


--- page 420 ---
Special committees under the Board
The Company’s Board may establish an audit committee, a nomination committee, and a
remuneration committee. These special committees shall be responsible for the Board, and
perform their duties in accordance with the Articles of Association and the authority granted
by the Board. The proposals from these committees shall be submitted to the Board for making
a decision. All the members of the special committees shall be directors, of which the audit
committee shall consist of three members, all of whom shall be directors not serving as senior
management of the Company, including 2 independent non-executive directors, with the
convener (chairperson) being an independent non-executive director possessing professional
accounting qualifications. For the nomination committee and the remuneration committee, the
majority of which shall be independent non-executive directors, with the convener of each
committee shall be an independent non-executive director. The Board is responsible for
formulating rules of procedures for these special committees to standardize their operations.
The secretary to the Board of the Company
The Company shall have a secretary to the Board who shall be responsible for the matters
relating to preparations for shareholders meetings and Board meetings, keeping of
documentation and managing shareholders’ data, handling information disclosure and investor
relationship of the Company.
The secretary to the Board shall comply with laws, administrative regulations,
departmental rules and the Articles of Association.
General manager and other senior management personnel
The Company shall have one general manager to be appointed or dismissed by the Board.
The term of office of a general manager shall be three years, and he/she may serve consecutive
terms if re-elected upon the expiration of his/her term of office.
The general manager shall be accountable to the Board and shall exercise his/her
functions and powers according to the Articles of Association or the authorization by the
Board. The general manager shall attend the Board meetings.
FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT
Financial Accounting System
The Company shall formulate its financial accounting system pursuant to the provisions
of laws, administrative regulations, securities regulatory rules of the place where the
Company’s shares are listed and the relevant national authorities.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-16 –


--- page 421 ---
Profit Distribution
When distributing the profit after tax for a year, the Company shall set aside 10% of its
profit after tax for the statutory common reserve fund. The Company shall no longer be
required to make allocations to its statutory common reserve fund once the aggregate amount
of such reserve reaches at least 50% of its registered capital.
If the Company’s statutory common reserve fund is insufficient to make up losses from
previous years, the Company shall use its profits from the current year to make up such losses
before allocating them to its statutory common reserve fund in accordance with the preceding
paragraph.
After making the allocation from its profit after tax to its statutory common reserve fund,
the Company may also, subject to a resolution of the shareholders meeting, make an allocation
from its profit after tax to the discretionary common reserve fund.
After the Company has made up its losses and made allocations to its common reserve
fund, the remaining profit after tax shall be distributed in proportion to the number of shares
held by the shareholders, except for those which are not distributed in a proportionate manner
as provided by the Articles of Association or approved by all shareholders of the Company.
Where the Company violates the provisions of the Company Law and the Articles of
Association in distributing profits to shareholders, the shareholders shall return the distributed
profits to the Company. Shareholders, responsible directors, and senior management shall be
liable for making compensation for any losses suffered by the Company.
The shares of the Company held by the Company are not entitled to profit distribution.
The Company’s reserve fund shall be applied to make up losses of the company, expand
its business operations or be converted to increase the registered capital of the company. When
using a company’s reserves to cover its losses, any discretionary common reserve fund and
statutory common reserve fund shall first be used to cover such losses; if there is still a
shortfall, the capital reserve may be used in accordance with regulations. Upon the conversion
of the statutory common reserve fund into an increase in registered capital, the balance of the
statutory common reserve fund shall not be less than 25% of the registered capital of the
Company before such conversion.
Audit
The Company shall implement an internal audit system and employ full-time audit
personnel to carry out internal audits and supervision of the Company’s financial revenue and
expenditure and economic activities.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-17 –


--- page 422 ---
NOTICES AND ANNOUNCEMENTS
A notice of the Company shall be sent by the following means:
(1) by personal delivery;
(2) by fax, email or post;
(3) by announcement;
(4) other forms stipulated by the Articles of Association.
Unless the context otherwise specifies, the announcements used in the Articles of
Association shall mean, with respect to announcements made to the shareholders of unlisted
domestic shares or announcements that are required to be made within the PRC in accordance
with relevant regulations and the Articles of Association, the announcements published in
Chinese newspapers designated by Chinese laws, administrative regulations or the securities
regulatory authorities of the State Council; with respect to notice made to the shareholders of
overseas-listed foreign shares, once it is published by announcements, such announcements
must be published on the website of the Hong Kong Stock Exchange and/or the website of the
Company according to the Hong Kong Listing Rules.
When a notice from the Company is sent out in person, the recipient of the notice shall
sign (or seal) on the return receipt of delivery. The date of the recipient’s signature shall be
deemed to be the delivery date. When the notice of the Company is sent out via mail, the
delivery date shall be five business days after such notice is delivered to the post office. When
the notice of the Company is sent by fax, the time recorded by the fax machine shall be the date
of service. When the notice of the Company is sent by e-mail, the time of sending the e-mail
recorded by computer shall be the date of service. When the notice of the Company is sent out
by public announcement, the delivery date shall be the first date of publication of such
announcement.
The Company shall not disclose information in other public media in advance of the
specified newspapers and specified websites, and shall not replace announcements by the
Company by means of press conferences or answering questions from reporters. The Board is
entitled to adjust the media in which the Company discloses information but shall ensure that
the specified media for information disclosure complies with relevant laws, regulations of
domestic and Hong Kong and the qualifications and conditions stipulated by the Securities
Supervision and Administration Commission of the State Council, foreign regulatory
authorities and the Hong Kong Stock Exchange.
MERGER, DIVISION, DISSOLUTION AND LIQUIDATION
Merger and division
The merger of the Company may take the form of either merger by absorption or merger
by the establishment of a new company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-18 –


--- page 423 ---
Merger by absorption shall mean the absorption by one company of another company(ies)
in which case the absorbed company(ies) shall be dissolved. Merger by new establishment shall
mean the merger of two or more companies to form a new company, in which case the parties
to the merger shall be dissolved.
Where the Company merges with a company in which it holds more than 90% of the
shares, the merged company is not subject to the approval of the shareholders meeting but shall
notify other shareholders of the merger. Such shareholders shall have the right to request the
Company to purchase their equity or shares at a reasonable price. Where the consideration for
the merger payable by the Company does not exceed 10% of the net assets of the Company,
the merger is not subject to the approval of shareholders meeting, unless otherwise provided
by the Articles of Association. Any merger of the Company not subject to the approval of the
shareholders meeting under the preceding paragraphs shall be subject to the approval of the
Board.
When the merger or division of the Company involves changes in registered particulars,
such changes shall be registered with the company registration authority in accordance with the
law. When the Company dissolves, the Company shall cancel its registration in accordance
with the law. When a new company is established, the establishment of the company shall be
registered in accordance with the law.
Dissolution and liquidation
The Company shall be dissolved for the following reasons:
(1) the term of its operations as stipulated in the Articles of Association has expired or
events of dissolution specified in the Articles of Association have occurred;
(2) the shareholders meeting resolves to dissolve;
(3) dissolution is necessary due to merger or division of the Company;
(4) the Company’s business licence is revoked, the Company is ordered to close down
or be revoked in accordance with the law;
(5) Where the Company encounters serious difficulties in its operation and management
and its continuous existence will cause significant losses to the interests of
shareholders, and such difficulties cannot be resolved through other means,
shareholders holding more than 10% of the voting rights of all shareholders of the
Company may request the People’s Court to dissolve the Company.
If the company encounters the reasons for dissolution as stipulated in the preceding
paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit
Information Publicity System within ten days.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-19 –


--- page 424 ---
Where the Company is dissolved pursuant to items (1) and (2) above and has not
distributed any property to shareholders, it may continue to exist by amending the Articles of
Association. Any amendment to the Articles of Association under those circumstances must be
approved by more than two-thirds of the voting rights held by the shareholders present at the
shareholders meeting.
Where the Company is dissolved pursuant to items (1), (2), (4) and (5) above, a
liquidation committee shall be established and the liquidation shall commence within 15 days
after the occurrence of the cause of dissolution. The liquidation committee shall be composed
of directors unless otherwise required by the Articles of Association or persons determined by
the shareholders meeting. If the liquidation obligor fails to fulfill the liquidation obligation in
a timely manner and causes losses to the Company or creditors, they shall bear the liability for
compensation. If the liquidation team is not established within the deadline for liquidation or
fails to liquidate after the establishment of the liquidation team, interested parties may apply
to the People’s Court to designate relevant personnel to form a liquidation team for liquidation.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association in any of the following
circumstances:
(1) after amendments are made to the Company Law or relevant laws, administrative
regulations, the regulatory rules of the place where the shares of the Company are
listed, the provisions of the Articles of Association are in conflict with the amended
laws, administrative regulations, the regulatory rules of the place where the shares
of the Company are listed;
(2) there is a change in the Company’s situation, which is inconsistent with the matters
recorded in the Articles of Association;
(3) the shareholders meeting decides to amend the Articles of Association.
The amendments to the Articles of Association adopted by the shareholders meeting shall
be submitted to the competent authorities for approval if they are subject to approval by the
competent authorities. If there is any change relating to the registered particulars of the
Company, an application shall be made for registration of the changes in accordance with the
laws.
The Board may amend these Articles of Association in accordance with the resolution the
shareholders meeting on amendments to the Articles of Association and as requested by the
relevant regulatory authorities.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-20 –


--- page 425 ---
A. FURTHER INFORMATION ABOUT OUR COMPANY AND OUR SUBSIDIARIES
1. Incorporation
Our Company was established as a limited liability company in the PRC on November 1,
2017 and was converted into a joint stock company with limited liability on June 16, 2022
under the laws of the PRC. As of the Latest Practicable Date, the registered share capital of our
Company was RMB30,000,000.
Our Company has established a place of business in Hong Kong at Room 1916, 19/F, Lee
Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. Our Company has been registered
as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on
May 14, 2025. Ms. SIOW Grace Y uet Chew (߇one of our joint company secretaries, has
been appointed as our agent for the acceptance of service of process in Hong Kong whose
correspondence address is the same as our place of business in Hong Kong.
As we are established in the PRC, our corporate structure and Articles of Association are
subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions
of our Articles of Association is set out in “Appendix V—Summary of Articles of Association.”
A summary of certain relevant aspects of the laws and regulations of the PRC is set out in
“Appendix IV—Summary of Principal Legal and Regulatory Provisions.”
2. Changes in Share Capital
On November 1, 2017, our Company was incorporated as a limited liability company with
a registered capital of RMB100,000. In June 2022, our Company was converted into a joint
stock company with limited liability with registered capital of RMB30,000,000. There was no
change to the share capital of our Company during the two years immediately preceding the
date of this prospectus.
We expect to conduct the Share Subdivision immediately prior to the Listing, pursuant to
which each of our Share with par value of RMB1.00 will be subdivided into ten Shares with
par value of RMB0.10 each. Upon completion of such Share Subdivision, the registered capital
of our Company, which is RMB30,000,000, will be divided into 300,000,000 Shares with par
value of RMB0.10 per Share, which will be subscribed by all our then Shareholders in
proportion to their respective equity interests in our Company immediately before the Listing,
and the number of our issued Shares will be 300,000,000, without taking into consideration the
new Shares to be issued for the Global Offering. For more details, see “History, Development
and Corporate Structure.”
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 426 ---
3. Changes in Share Capital of Our Subsidiaries
The following subsidiaries were incorporated within two years immediately preceding the
date of this prospectus:
Name of subsidiary Place of incorporation Date of incorporation Registered capital
ANTHBOT GER /H1118/H1118/H1118German November 22, 2024 EUR25,000
Shenzhen LeZhi /H1118/H1118/H1118/H1118PRC December 30, 2024 RMB1,000,000
Shenzhen Lechuang
Robot Co., Ltd.
(ଉέᆀ௴ዚኜɛ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118
PRC March 3, 2026 RMB1,000,000
The following sets out the changes in the share capital of our subsidiaries during the two
years immediately preceding the date of this prospectus:
On July 18, 2024, Wuhan Merak Robotics Co., Ltd. (ʮ̡) was
deregistered on a voluntary basis due to the strategic realignment of our Company.
Save as disclosed above and in the Accountants’ Report set out in Appendix I to this
prospectus, there has been no other alteration in the share capital of any of the subsidiaries of
our Company within the two years immediately preceding the date of this prospectus.
4. Resolutions of Our Shareholders
Pursuant to general meeting held on May 16, 2025, among other things, our Shareholders
resolved that:
(a) the issuance by our Company of the H Shares of nominal value of RMB0.1 each
(taking into account the Share Subdivision) and such H Shares being listed on the
Main Board of the Stock Exchange;
(b) the number of H Shares to be issued shall not be more than 20% of the total issued
share capital of our Company as enlarged by the Global Offering before the exercise
of the Over-allotment Option, and the grant to the underwriters (or their
representatives) of the Over-allotment Option of not more than 15% of the number
of H Shares issued pursuant to the Global Offering;
(c) subject to the completion of the Global Offering, the adoption of the Articles of
Association which shall become effective on the Listing Date, and authorization to
the Board to amend the Articles of Association for the purpose of the Company’s
Listing; and
(d) authorization of the Board to handle all matters relating to, among other things, the
Global Offering, the issue of the H Shares and the Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 427 ---
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the
ordinary course of business) within the two years immediately preceding the date of this
prospectus that are or may be material:
(a) the cornerstone investment agreement dated April 27, 2026 entered into among
SHENZHEN LDROBOT CO., LTD, KCH Vision Investment Limited ( ੰϓЖჃ౻
ʮ̡), Tianjin Kangchengheng No. 2 Management Consulting Partnership
Enterprise (Limited Partnership) (̹ੰϓЖɚ໮၍ଣፔ༔ΥྫΆุ(Υྫ)),
Haitong International Capital Limited, Guotai Junan Capital Limited, Haitong
International Securities Company Limited and Guotai Junan Securities (Hong Kong)
Limited, pursuant to which KCH Vision Investment Limited agreed to subscribe for
such number of H Shares at the Offer Price in an aggregate of such amount of
HKD277,000,000 (excluding brokerage fee, the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy in respect of such number of
H Shares); and
(b) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights
(a) 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
Registered
Number
Expiry Date
(dd/mm/yyyy)
1 /H1118/H1118/H1118
 PRC the Company 12 63152134 27/11/2033
2 /H1118/H1118/H1118
 PRC the Company 38 63169166 27/09/2032
3 /H1118/H1118/H1118
 PRC the Company 10 63159346 27/09/2032
4 /H1118/H1118/H1118
 PRC the Company 11 63178074A 20/11/2032
5 /H1118/H1118/H1118
 PRC the Company 9 63167702 06/03/2034
6 /H1118/H1118/H1118
 PRC the Company 9 63177659 06/03/2034
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 428 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registered
Number
Expiry Date
(dd/mm/yyyy)
7 /H1118/H1118/H1118
 PRC the Company 12 63169686 27/11/2033
8 /H1118/H1118/H1118
 PRC the Company 10 63178048 27/09/2032
9 /H1118/H1118/H1118
 PRC the Company 11 63165196A 20/11/2032
10 /H1118/H1118
 PRC the Company 9 63167702A 20/11/2032
11 /H1118/H1118
 PRC the Company 9 63177659A 20/11/2032
12 /H1118/H1118
 PRC the Company 38 63162271 27/09/2032
13 /H1118/H1118
 PRC the Company 9 60461370 13/08/2033
14 /H1118/H1118
 PRC the Company 7 60460372 06/05/2032
15 /H1118/H1118
 PRC the Company 42 59153769 20/03/2033
16 /H1118/H1118
 PRC the Company 7 59134998 06/03/2032
17 /H1118/H1118
 PRC the Company 7 59151431 06/04/2034
18 /H1118/H1118
 PRC the Company 42 59162687 20/03/2032
19 /H1118/H1118
 PRC the Company 7 59138798 20/03/2033
20 /H1118/H1118
 PRC the Company 42 59143418 20/10/2032
21 /H1118/H1118
 PRC the Company 35 59147309 06/03/2032
22 /H1118/H1118
 PRC the Company 9 59136525 06/12/2032
23 /H1118/H1118
 PRC the Company 9 59154516 13/08/2033
24 /H1118/H1118
 PRC the Company 9 59139239 13/05/2033
25 /H1118/H1118
 PRC the Company 7 59139575 20/03/2033
26 /H1118/H1118
 PRC the Company 7 59155563 20/03/2033
27 /H1118/H1118
 PRC the Company 35 59151822 20/03/2032
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 429 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registered
Number
Expiry Date
(dd/mm/yyyy)
28 /H1118/H1118
 PRC the Company 42 59134407 06/04/2033
29 /H1118/H1118
 PRC the Company 7 59144538 20/03/2033
30 /H1118/H1118
 PRC the Company 9 59153279 13/08/2033
31 /H1118/H1118
 PRC the Company 42 59159560 20/03/2033
32 /H1118/H1118
 PRC the Company 9 44138413 27/01/2031
(b) Copyrights
As of the Latest Practicable Date, we had registered the following copyrights which we
consider to be or may be material to our business:
No. Copyright Type
Place of
Registration Copyright Owner Registration Number
Registration Date
(dd/mm/yyyy)
1 /H1118/H1118Robot Lawn Mower
Control Software
(௲ণዚኜɛ዁છழ΁)
Software PRC the Company 2024SR0127281 18/01/2024
2 /H1118/H1118Robot Lawn Mower
Visualization Software
(௲ণዚኜɛ̙ൖʷழ΁)
Software PRC the Company 2023SR1390582 06/11/2023
3 /H1118/H1118Intelligent Robot Mapping
and Localization Software
(Зழ΁)
Software PRC the Company 2023SR0642099 13/06/2023
4 /H1118/H1118Intelligent Robot Navigation
Software ( ౽ঐዚኜɛኬঘ
ழ΁)
Software PRC the Company 2023SR0577189 31/05/2023
5 /H1118/H1118Intelligent Robot Scheduling
Software (ܓ
ழ΁)
Software PRC the Company 2023SR0551650 18/05/2023
6 /H1118/H1118Mobile Robot Virtual
Software ( ୅ਗዚኜɛൈᏝ
ழ΁)
Software PRC the Company 2023SR0309511 09/03/2023
7 /H1118/H1118Sensor Visualization
Software ( ෂชኜ̙ൖʷழ
΁)
Software PRC the Company 2023SR0309512 09/03/2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 430 ---
No. Copyright Type
Place of
Registration Copyright Owner Registration Number
Registration Date
(dd/mm/yyyy)
8 /H1118/H1118Wall-Following Motion
Software (ᐍ༶ਗழ΁)
Software PRC the Company 2021SR2201834 28/12/2021
9 /H1118/H1118Sensor Distance
Measurement Software
(ෂชኜ಻൷ழ΁)
Software PRC the Company 2021SR2135110 24/12/2021
10 /H1118Laser Sweeping Robot
Software (Android
V ersion) ( ዧΈધήዚழ΁
(Androidو))
Software PRC the Company 2019SR0736832 17/07/2019
11 /H1118Ludong Robot Depth Camera
Software (ܓ
ᙲ྅᎘ழ΁)
Software PRC the Company 2019SR0083855 24/01/2019
12 /H1118Ludong Robot Management
System ( ᆀਗዚኜɛ၍ଣ
ӻ୕)
Software PRC the Company 2018SR775192 25/09/2018
13 /H1118Intelligent Sweeping Robot
Software ( ౽ঐધήዚኜɛ
ழ΁)
Software PRC the Company 2018SR775189 25/09/2018
14 /H1118Sensor Angle Measurement
Software (ழ
΁)
Software PRC Ledong
Software
2021SR1460461 30/09/2021
15 /H1118Motion Control Software
(༶ਗછՓழ΁)
Software PRC Ledong
Software
2021SR1460462 30/09/2021
(c) Patents
As of the Latest Practicable Date, we had registered the following patents which we
considered to be or may be material to our business:
No. Patent Name Type Patentee
Place of
Registration Patent Number
Grant Date
(dd/mm/yyyy)
Expiry Date
(dd/mm/yyyy)
1 /H1118/H1118/H1118Optical distance measuring
device and mobile device
(Έኪ಻൷ༀໄʿ୅ਗༀໄ)
Invention the Company PRC ZL202411700548.7 3/18/2025 25/11/2044
2 /H1118/H1118/H1118Method, device, terminal and
storage medium for
determining robot position
(˙
eༀໄe୞၌ʿπᎷʧሯ)
Invention the Company PRC ZL202011418769.7 1/28/2025 06/12/2040
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 431 ---
No. Patent Name Type Patentee
Place of
Registration Patent Number
Grant Date
(dd/mm/yyyy)
Expiry Date
(dd/mm/yyyy)
3 /H1118/H1118/H1118A visual SLAM method,
device, robot and storage
medium ( ɓ၇ൖᙂSLAM ˙
eༀໄeዚኜɛʿπᎷʧ
ሯ)
Invention the Company PRC ZL202011352975.2 11/12/2024 25/11/2040
4 /H1118/H1118/H1118Method, system and robot for
robot to find charging
device ( ዚኜɛరҬ̂ཥༀ
eӻ୕ձዚኜɛ)
Invention the Company PRC ZL201710406210.4 4/9/2024 31/05/2037
5 /H1118/H1118/H1118A method and device for robot
positioning based on
highlight target (৷
ʿ
ༀໄ)
Invention the Company PRC ZL202011383266.0 3/22/2024 31/11/2040
6 /H1118/H1118/H1118A method, device and storage
medium for measuring the
speed of robot and its side-
sweeping speed ( ዚኜɛʿ
eༀ
ໄeπᎷʧሯ)
Invention the Company PRC ZL202010639402.1 1/9/2024 05/07/2040
7 /H1118/H1118/H1118A method, storage medium and
cleaning robot for cleaning
garbage ( ૶ᆎዚኜɛ૶ଣչ
eπᎷʧሯʿ
૶ᆎዚኜɛ)
Invention the Company PRC ZL202111566684.8 12/8/2023 19/12/2041
8 /H1118/H1118/H1118A mopping robot and its
control method, device and
computer-readable storage
medium (ήዚኜɛʿՉછ
eༀໄʿཥ໘̙ᛘπ
Ꮇʧሯ)
Invention the Company PRC ZL202011120578.2 11/3/2023 18/10/2040
9 /H1118/H1118/H1118Robot and a robot motion path
display method and device
(ٙ
eༀໄʿዚኜɛ)
Invention the Company PRC ZL201811571738.8 9/29/2023 20/12/2038
10 /H1118/H1118A method for controlling robot
cleaning and a robot ( છՓ
ʿዚኜɛ)
Invention the Company PRC ZL202111350277.3 9/22/2023 14/11/2041
11 /H1118/H1118A method for controlling robot
operation and a robot ( ɓ၇
ʿዚ
ኜɛ)
Invention the Company PRC ZL201910984342.4 7/28/2023 15/10/2039
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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No. Patent Name Type Patentee
Place of
Registration Patent Number
Grant Date
(dd/mm/yyyy)
Expiry Date
(dd/mm/yyyy)
12 /H1118/H1118Robot and its identification
control method, device and
storage medium (ٙ
eༀໄeዚኜ
ɛʿπᎷʧሯ)
Invention the Company PRC ZL202110700175.3 1/31/2023 22/06/2041
13 /H1118/H1118A method, storage medium and
cleaning robot for cleaning
garbage (ᐍБ
ʿༀໄ)
Invention the Company PRC ZL201910187948.5 12/6/2022 12/03/2039
14 /H1118/H1118Method and device for robot
cleaning planning area ( ዚ
ʿ
ༀໄ)
Invention the Company PRC ZL202011087305.2 7/26/2022 11/10/2040
15 /H1118/H1118Robot and its edge-following
method (ٙ
ʿዚኜɛ)
Invention the Company PRC ZL201911192340.8 6/21/2022 27/11/2039
16 /H1118/H1118A robot dust collection control
method, device and terminal
device ( ɓ၇ዚኜɛණྡྷછ
eༀໄʿ୞၌ண௪)
Invention the Company PRC ZL202110083486.X 5/6/2022 20/01/2041
17 /H1118/H1118Map Generation and
Partitioning Method, Device
and Terminal ( ήྡ͛ϓձʱ
eༀໄʿ୞၌ண௪)
Invention the Company PRC ZL201910038854.1 3/29/2022 15/01/2039
18 /H1118/H1118Robot and its control method
and device (છ
eༀໄʿዚኜɛ)
Invention the Company PRC ZL202110217798.5 3/25/2022 25/02/2041
19 /H1118/H1118Robot and its map management
system (၍ଣ
ӻ୕ʿዚኜɛ)
Invention the Company PRC ZL201710829428.0 1/4/2022 13/09/2037
20 /H1118/H1118Robot and its room cleaning
method (ג
ʿዚኜɛ)
Invention the Company PRC ZL201811130847.6 11/12/2021 26/09/2038
21 /H1118/H1118Robot and its method and
system for recording
environmental data ( ɓ၇ᐑ
eӻ୕ʿዚ
ኜɛ)
Invention the Company PRC ZL201910056921.2 11/12/2021 21/01/2039
22 /H1118/H1118Robot and its working method
(ʿዚ
ኜɛ)
Invention the Company PRC ZL201910924630.0 7/23/2021 26/09/2039
23 /H1118/H1118Cleaning robot and its method
for identifying obstacles ( ɓ
ʿ૶ᆎ
ዚኜɛ)
Invention the Company PRC ZL201811517738.X 5/28/2021 11/12/2038
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 433 ---
No. Patent Name Type Patentee
Place of
Registration Patent Number
Grant Date
(dd/mm/yyyy)
Expiry Date
(dd/mm/yyyy)
24 /H1118/H1118Cleaning robot, its storage
medium, its voice control
method and its cloud server
(છՓ˙
ኜe૶ᆎዚኜɛ
ʿՉπᎷʧሯ)
Invention the Company PRC ZL201710764946.9 5/11/2021 29/08/2037
25 /H1118/H1118Robot and its charging method
(ʿዚ
ኜɛ)
Invention the Company PRC ZL201911012447.X 5/11/2021 22/10/2039
26 /H1118/H1118Robot and its method and
device for displaying
obstacles on an electronic
map ( ɓ၇ίཥɿήྡɪᜑ
eༀໄʿዚ
ኜɛ)
Invention the Company PRC ZL201910566499.5 5/7/2021 26/06/2039
27 /H1118/H1118Robot and its obstacle crossing
method (ٙ
ʿዚኜɛ)
Invention the Company PRC ZL201910931423.8 3/19/2021 28/09/2039
28 /H1118/H1118Robot and its Mapping and
positioning systems ( ዚኜɛ
Зӻ୕ʿዚኜɛ)
Invention the Company PRC ZL201710289313.7 3/9/2021 26/04/2037
29 /H1118/H1118A method, device and terminal
device for indoor area
division and identification
(ʫਜਹྌʱձᗆй˙
eༀໄʿ୞၌ண௪)
Invention the Company PRC ZL201811213519.2 2/9/2021 17/10/2038
30 /H1118/H1118Robot and its method and
device for restoration of
damaged maps ( ɓ၇ዚኜɛ
eༀ
ໄʿዚኜɛ)
Invention the Company PRC ZL201910327567.2 2/9/2021 22/04/2039
31 /H1118/H1118A method, device and terminal
device for positioning
moving target ( ɓ၇༶ਗͦ
eༀໄʿ୞၌ண
௪)
Invention the Company PRC ZL201811213856.1 10/27/2020 17/10/2038
32 /H1118/H1118A method and device for three-
dimensional environmental
mapping (ྡ
ʿༀໄ)
Invention the Company PRC ZL201611238804.0 7/3/2020 27/12/2036
33 /H1118/H1118Cleaning robot and its control
method ( ૶ᆎዚኜɛછՓ˙
ձ૶ᆎዚኜɛ)
Invention the Company PRC ZL201710764950.5 5/26/2020 29/08/2037
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 434 ---
No. Patent Name Type Patentee
Place of
Registration Patent Number
Grant Date
(dd/mm/yyyy)
Expiry Date
(dd/mm/yyyy)
34 /H1118/H1118Robot control method, device,
storage medium and
computer equipment ( ዚኜ
eༀໄeπᎷʧ
ሯձཥ໘ண௪)
Invention the Company PRC ZL201711057600.1 1/7/2020 31/10/2037
35 /H1118/H1118Indoor target detection method
and device (ʫͦᅺᏨ
ʿༀໄ)
Invention the Company PRC ZL201610944408.3 12/17/2019 01/11/2036
36 /H1118/H1118Mobile device fully
autonomous mapping
method and device ( ɓ၇୅
ʿༀ
ໄ)
Invention the Company PRC ZL201611200209.8 11/22/2019 21/12/2036
37 /H1118/H1118A robot arbitrary position
positioning method, device
and system (ٙ
eༀໄʿ
ӻ୕)
Invention the Company PRC ZL201510381608.8 7/27/2018 02/07/2035
38 /H1118/H1118An autonomous robot collision
detection method, device
and system ( ɓ၇І˴ዚኜ
eༀໄʿ
ӻ୕)
Invention the Company PRC ZL201510367447.7 3/20/2018 28/06/2035
(d) Domain Names
As of the Latest Practicable Date, we had registered the following domain names which
we consider to be or may be material to our business:
No. Domain Name Registered Owner
Place of
Registration
Expiry Date
(dd/mm/yyyy)
1 /H1118/H1118/H1118/H1118scvrobot.com the Company PRC 26/10/2026
2 /H1118/H1118/H1118/H1118anthbot.com the Company PRC 20/03/2026
3 /H1118/H1118/H1118/H1118ldrobot.com the Company PRC 07/08/2026
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of Interests
(a) Interests and short positions of our Directors or chief executive in the share capital of
our Company and its associated corporations following completion of the Global
Offering
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus,
immediately following the completion of the Global Offering (assuming that the Over-
allotment Option is not exercised), so far as our Directors are aware, none of our Directors or
chief executive has any interests or short positions in our 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 Hong Kong 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 Hong Kong Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed Companies
contained in the Listing Rules. For details, see the section headed “Substantial Shareholders”
in this prospectus.
(b) Interests and short positions disclosable under Divisions 2 and 3 of Part XV of the SFO
For the information on the persons who will, immediately following the completion of the
Global Offering, having or be deemed or taken to have interests or short positions in our Shares
or underlying Shares which would be required to be disclosed to our Company and the Stock
Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or directly or
indirectly be interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of our Company, see the section
headed “Substantial Shareholders” in this prospectus.
So far as set out above, our Directors are not aware of any persons (other than our
Directors or chief executive) will, immediately following the completion of the Global
Offering, directly or indirectly, be interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of any member
of our Group.
2. Service Contracts
We have entered into a contract with each of our Directors in respect of, among other
things, compliance with the relevant laws and regulations, the Articles of Association and
applicable provisions on arbitration.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


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Save as disclosed above, we have not entered, and do not propose to enter, into any
service contracts with any of our Directors in their respective capacities as Directors (other
than contracts expiring or determinable by the employer within one year without any payment
of compensation (other than statutory compensation).
3. Director’s Remuneration
Save as disclosed in “Directors and Senior Management” and “Appendix I—Accountants’
Report—II Notes to The Historical Financial Information—9. Directors’ and Chief Executive’s
Remuneration” for the three financial years ended December 31, 2023, 2024 and 2025, none
of our Directors received other remunerations of benefits in kind from us.
4. Disclaimers
Saved as disclosed in this prospectus:
(a) none of our Directors or any of the parties listed in “Qualification of Experts” of this
Appendix is:
(i) interested in our promotion, or in any assets which, within the two years
immediately preceding the date of this prospectus, have been acquired or
disposed of by or leased to us, or are proposed to be acquired or disposed of
by or leased to our Company;
(ii) materially interested in any contract or arrangement subsisting at the date of
this prospectus which is significant in relation to our business;
(b) save in connection with the Hong Kong Underwriting Agreement and the
International Underwriting Agreement, none of the parties listed in “Qualification of
Experts” of this Appendix:
(i) is interested legally or beneficially in any shares in any member of our Group;
or
(ii) has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any securities in any member of our Group;
(c) none of our Directors or their close associates or any shareholders of our Company
who to the knowledge of our Directors owns more than 5% of our issued share
capital has any interest in our top five customers or suppliers; and
(d) none of our Directors is a director or employee of a company that has an interest in
the share capital of our Company which, once the H Shares are listed on the Stock
Exchange, would have to be disclosed pursuant to Divisions 2 and 3 of Part XV of
the SFO.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


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D. EMPLOYEE INCENTIVE SCHEMES
Background
The Company has adopted three Employee Incentive Schemes, namely the 2020
Employee Incentive Scheme, the 2021 Employee Incentive Scheme and the 2025 Employee
Incentive Scheme (collectively, the “ Employee Incentive Schemes ”) to attract and retain the
talents and to provide incentives that align the interests of Shareholders, the Company and
employees for long-term development of the Company. Each of the Employee Incentive
Schemes is not subject to the provisions of Chapter 17 of the Listing Rules as it does not
involve any grant of share options or awards by our Company after the Listing.
As of the Latest Practicable Date, our Company has established four employee incentive
platforms (“ Employee Incentive Platforms ”), namely Shenzhen Lecheng Technology
Partnership Enterprise (ҦΥྫΆุ(Υྫ), “Lecheng Technology”), Photon
Space, Shenzhen Guangfan Qihang Technology Partnership Enterprise (Limited Partnership)
(ҦΥྫΆุ(Υྫ)) (“Guangfan Qihang”), and Shenzhen Guangqi
Tongxin Technology Partnership Enterprise (Limited Partnership) (ҦΥྫΆุ
(Υྫ), “Guangqi Tongxin”). Incentives are granted to eligible participants under the
Employee Incentive Schemes in the form of partnership interests in our Employee Incentive
Platforms.
Employee Incentive Platforms
The Employee Incentive Platforms under the Employee Incentive Schemes in aggregate
held 4,663,410 Shares as at the Latest Practicable Date, being 46,634,100 Shares immediately
following the Share Subdivision, representing approximately 15.54% of the total number of
Shares in issue immediately before the completion of the Global Offering and approximately
13.99% of the total number of Shares in issue immediately upon the completion of the Global
Offering assuming the Over-allotment Option is not exercised.
(i) Lecheng Technology
Lecheng Technology is a limited partnership established on November 30, 2017 as one of
the Employee Incentive Platforms for the 2020 Employee Incentive Scheme. The general
partner of Lecheng Technology is Ms. JIANG Y unxiang (࠰one of our employees. As of
the Latest Practicable Date, Lecheng Technology was held by its general partner, Ms. JIANG
Y unxiang, as to 19.61%, and its limited partners as to 80.39%. The limited partners of Lecheng
Technology were Mr. ZHANG Jun (our executive Director), Mr. XIE Bin (our vice general
manager), Ms. TANG Y anli (our chief financial officer), Mr. Guo (our executive Director and
general manager), and 15 individuals (comprising ten current employees and five former
employees of the Group who are Independent Third Parties), who held 23.32%, 3.33%, 1.19%,
1.00% and 51.55%, respectively, as of the Latest Practicable Date.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(ii) Photon Space
Photon Space is a limited partnership established on August 19, 2021 as one of the
Employee Incentive Platforms for the 2021 Employee Incentive Scheme and the 2025
Employee Incentive Scheme. The general partner of Photon Space is Mr. Zhou, one of our
Controlling Shareholders, our chairman of the Board and an executive Director. As of the
Latest Practicable Date, Photon Space was held by its general partner, Mr. Zhou (our executive
Director and chairman of the Board), as to 25% and its limited partners as to 75%. The limited
partners of Photon Space were Ms. TANG Y anli (our chief financial officer), Mr. Guo (our
executive Director and general manager), Mr. ZHANG Jun (our executive Director), Guangfan
Qihang, Guangqi Tongxin, Mr. XIE Bin (our vice general manager) and 41 individuals
(comprising 40 current employees and one former employee of the Group who are Independent
Third Parties), who held 21.20%, 9.98%, 10.00%, 8.25%, 2.50%, 0.44% and 22.63%,
respectively, as of the Latest Practicable Date.
(iii) Guangfan Qihang
Guangfan Qihang is a limited partnership established on November 16, 2021 as one of the
Employee Incentive Platforms for the 2021 Employee Incentive Scheme and the 2025
Employee Incentive Scheme. The general partner of Guangfan Qihang is Ms. JIANG Y unxiang,
one of our employees. As of the Latest Practicable Date, Guangfan Qihang was held by its
general partner, Ms. JIANG Y unxiang as to 10.91%, and its limited partners as to 89.09%. The
limited partners of Guangfan Qihang are Mr. ZHANG Jun (our executive Director), Mr. Guo
(our executive Director and general manager), Mr. XIE Bin (our vice general manager), Ms.
TANG Y anli (our chief financial officer), and 28 employees of the Group who are Independent
Third Parties, who held 7.13%, 0.39%, 1.82%, 1.82% and 77.93%, respectively, as of the Latest
Practicable Date.
(iv) Guangqi Tongxin
Guangqi Tongxin is a limited partnership established on June 20, 2025 as one of the
Employee Incentive Platforms for the 2025 Employee Incentive Scheme. The general partner
of Guangqi Tongxin is Mr. Guo (our executive Director and general manager). As of the Latest
Practicable Date, Guangqi Tongxin was held by its general partners, Mr. Guo as to 1.22%, and
its limited partners as to 98.78%. The limited partners of Guangqi Tongxin consist of 14
employees of the Group who are Independent Third Parties.
Administration
With respect to the 2020 Employee Incentive Scheme and the 2021 Employee Incentive
Scheme, the Shareholders are responsible for approval, amendment and termination of the 2020
Employee Incentive Scheme and the 2021 Employee Incentive Scheme. Mr. Zhou and Mr. Guo
(the “ Administrators ”) are responsible for the implementation and administration of the 2020
Employee Incentive Scheme and the 2021 Employee Incentive Scheme.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


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With respect to the 2025 Employee Incentive Scheme, Mr. Zhou and Mr. Guo are
responsible for approval, amendment and termination, implementation and administration of
the 2025 Employee Incentive Scheme.
Effectiveness and Duration
The Employee Incentive Schemes shall be valid and effective for the period commencing
from the first grant date of the awards under the Employee Incentive Schemes to the expiry
date of the lock-up period or the cancelation of repurchase of the award in accordance with the
terms and conditions of the Employee Incentive Schemes.
Eligibility of the Participant
Those who may be eligible to participate in the Employee Incentive Schemes include
employees of the Group. Subject to the terms of the Employee Incentive Schemes, the
Administrators may determine the eligible participants of the Employee Incentive Schemes.
Awards
Subject to compliance with the Listing Rules and subject to the terms of the Share
Incentive Schemes, the Administrators shall be entitled, at their sole and absolute discretion,
to grant awards in the form of partnership interest of the Employee Incentive Platforms to the
participants of the Share Incentive Schemes.
Repurchase of Awards Granted
The participants may be required to transfer all of the interests in the Employee Incentive
Platforms held by them to Administrators or the person designated by Administrators in
accordance with the Employee Incentive Schemes in certain circumstances, including, but not
limited to, expiration or termination of the employment of the Group.
Transferability
The transfer of the partnership interest of the Employee Incentive Platforms shall be
approved by the Administrators under certain circumstances in accordance with the Employee
Incentive Schemes and be subject to the applicable laws, rules, regulations, securities
regulations or requirements of any stock exchanges.
Lock-up Period
The partnership interests of the Employee Incentive Platform shall be transferred in
accordance with the lock-up restrictions of the Employee Incentive Schemes, subject to the
applicable laws, rules, regulations, securities regulations or requirements of any stock
exchanges.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


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2020 Employee Incentive Scheme
Pursuant to the 2020 Employee Incentive Scheme, the partnership interests held by the
participants are not subject to lock-up restrictions prior to the Global Offering. After the
completion of the Global Offering, the participants are free to transfer their respective
partnership interest in the relevant Employee Incentive Platform granted to him/her, whether
in full or in part, once a year.
2021 Employee Incentive Scheme
Pursuant to the 2021 Employee Incentive Scheme, the partnership interests held by the
participants are subject to lock-up restrictions for four years commencing from the date of
grant. Upon expiry of such lock-up period, the participants are free to transfer their respective
partnership interest in the relevant Employee Incentive Platform granted to him/her, whether
in full or in part, once a year.
2025 Employee Incentive Scheme
Pursuant to the 2025 Employee Incentive Scheme, the partnership interests held by the
participants are subject to lock-up restrictions for (i) two years commencing from the date of
grant or one year commencing from the Listing Rules (whichever is later, but in any case, no
more than four years commencing from the date of grant (the “ Lock-up Period of the 2025
Employee Incentive Scheme ”)). Upon expiry of such lock-up period, the participants are free
to transfer their respective partnership interest in the relevant Employee Incentive Platform
granted to him/her, whether in full or in part, once a year, provided that (i) within one year after
the expiration of the Lock-up Period of the 2025 Employee Incentive Scheme, the participant
shall not transfer or dispose of more than 50% of the partnership interest granted to him/her
(“One-year Restriction ”); and (ii) within one year after the expiration of such One-year
Restriction, the participant shall not transfer or dispose of more than 50% of the partnership
interest granted to him/her.
The awards to be granted under 2025 Employee Incentive Scheme shall not exceed
25.99% partnership interest in Photon Space (including the partnership interest held by
Guangqi Tongxin therein), and 40.21% partnership interest in Guangfan Qihang (the “ Scheme
Limit ”) and shall be settled by the transfer of the existing partnership interests of Photon
Space, Guangfan Qihang and Guangqi Tongxin held by Mr. Guo. For the avoidance of doubt,
if the Scheme Limit is not fully utilized prior to the Global Offering, no further awards can be
granted under 2025 Employee Incentive Scheme.
Immediately following completion of the Share Subdivision and the Global Offering, the
total number of Shares of the Company underlying Employee Incentive Schemes will be
46,634,100, all of which will be held by Employee Incentive Platforms. As a result, Employee
Incentive Schemes will not cause any dilution of the shareholding of our Shareholders
immediately after the Global Offering. For further details on the interest of our connected
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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persons and employees granted under the Employee Incentive Schemes, please refer to the
partnership interest of Employee Incentive Platforms in the section headed “D. Employee
Incentive Schemes—Employee Incentive Platforms.”
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to
impose on our Company or our subsidiaries.
2. Litigation
Saved as disclosed in this prospectus, to the knowledge of our Directors, no member of
our Group has significant litigation or claims pending or threatened against any member of our
Group.
3. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing Committee for
the listing of, and permission to deal in, our H Shares.
Each of the Joint Sponsors satisfy the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules. Each of the Joint Sponsors will receive a fee of US$250,000
for acting as a sponsor for the Listing.
4. Preliminary Expenses
Our Company did not incur any material preliminary expenses.
5. Qualification of Experts
The qualifications of the experts who have given opinions or advice in this prospectus are
as follows:
Name Qualification
Haitong International Capital Limited /H1118/H1118/H1118Licensed corporation under the SFO to
conduct type 6 (advising on corporate
finance) of the regulated activity as
defined under the SFO
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Name Qualification
Guotai Junan Capital Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Licensed corporation under the SFO to
conduct type 6 (advising on corporate
finance) of the regulated activity as
defined under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants under
Professional Accountant Ordinance
(Chapter 50 of the laws of Hong Kong)
and Registered Public Interest Entity
Auditor under Financial Reporting
Council Ordinance (Chapter 588 of the
Laws of Hong Kong)
China Insights Industry Consultancy
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
Zhong Lun Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to PRC
laws
King & Wood /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to
International Sanctions laws
6. Consents of Experts
Each of the experts referred to in “Qualification of Experts” in this Appendix has given
and has not withdrawn its respective written consents to the issue of this prospectus with the
inclusion of certificates, letters, opinions or reports and the references to its names included
herein in the form and context in which it is respectively included.
As of the Latest Practicable Date, none of the experts named above has any of our
shareholding interests in any member of our Group or rights (whether legally enforceable or
not) to subscribe for or to nominate persons to subscribe for our securities in any member of
our Group.
7. Compliance Advisor
We have appointed Guotai Junan Capital Limited as our Compliance Advisor upon the
Listing in compliance with Rule 3A.19 of the Listing Rules.
8. Taxation of Holders of H Shares
Hong Kong stamp duty, currently charged at the ad valorem rate of 0.10% on the higher
of the consideration for or the market value of the H Shares, will be payable by the purchaser
on every purchase and by the seller on every sale of any Hong Kong securities, including H
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Shares (in other words, a total of 0.20% is currently payable on a typical sale and purchase
transaction involving H Shares). In addition, a fixed stamp duty of HK$5.00 is currently
payable on any instrument of transfer of H Shares. Where one of the parties is a resident
outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be
assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp
duty is paid on or before the due date, a penalty of up to ten times the duty payable may be
imposed.
9. No Material Adverse Change
Our Directors confirm that, as of the date of this prospectus, there has been no material
adverse change in our financial position or prospects since December 31, 2024.
10. Binding Effect
This prospectus shall have the effect, if any application is made pursuant hereto, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
11. Miscellaneous
Save as disclosed in this prospectus:
(a) within the two years preceding the date of this prospectus: (i) we have not issued nor
agreed to issue any share or loan capital fully or partly paid either for cash or for
a consideration other than cash; and (ii) no commissions, discounts, brokerage fee
or other special terms have been granted in connection with the issue or sale of any
shares of our Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally
or unconditionally to be put under option;
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability
of subscription rights;
(f) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months;
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(g) there are no restrictions affecting the remittance of profits or repatriation of capital
by us into Hong Kong from outside Hong Kong;
(h) no part of the equity or debt securities of our Company, if any, is currently listed on
or dealt in on any stock exchange or trading system, and no such listing or
permission to list on any stock exchange other than the Stock Exchange is currently
being or agreed to be sought; and
(i) our Company has no outstanding convertible debt securities or debentures.
12. Restrictions on Share Buy-back
For details, see the sections headed “Appendix IV—Summary of Principal Legal and
Regulatory Provisions” and “Appendix V—Summary of Articles of Association” in this
prospectus.
13. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately, in reliance upon the exemption provided by section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
14. Promoters
The promoters of our Company comprised all of the 25 then shareholders of our
Company, as at May 26, 2022 before our conversion into a joint stock company with limited
liability. Save as disclosed in the section headed “History, Development and Corporate
Structure” in this prospectus, within the two years immediately preceding the date of this
prospectus, no cash, securities or benefit has been paid, allotted or given, or is proposed to be
paid, allotted or given to the promoters named above in connection with the Global Offering
or the related transactions described in this prospectus.
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this Prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) the written consents referred to in the section headed “Appendix VI—Statutory and
General Information—E. Other Information—6. Consents of Experts”; and
(b) copies of the material contracts referred to in the section headed “Appendix
VI—Statutory and General Information—B. Further Information about our
Business—1. Summary of Material Contracts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and our website at www.ldrobot.com during a period
of 14 days from the date of this prospectus:
1. the Articles of Association;
2. the Accountants’ Report prepared by Ernst & Y oung, the text of which is set forth
in Appendix I to this Prospectus;
3. the audited consolidated financial statements of our Company for the three financial
years ended December 31, 2023, 2024 and 2025;
4. the report from Ernst & Y oung on the unaudited pro forma financial information of
our Group, the text of which is set forth in Appendix II to this Prospectus;
5. the industry report issued by China Insights Industry Consultancy Limited, the
summary of which is set forth in the section headed “Industry Overview” in this
Prospectus;
6. the legal opinions issued by Zhong Lun Law Firm, our PRC Legal Advisors, in
respect of, among other things, the general corporate matters and the property
interests of our Group under PRC law;
7. the legal memorandum issued by King & Wood, our legal advisors as to
International Sanctions laws, in respect of the international sanctions risk analysis;
8. the material contracts in “Appendix VI—Statutory and General
Information—B. Further Information about our Business—1. Summary of Material
Contracts”;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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9. the written consents referred to in “Appendix VI—Statutory and General
Information—E. Other Information—6. Consents of Experts”;
10. the service contracts referred to in “Appendix VI—Statutory and General
Information—C. Further Information about our Directors and Substantial
Shareholders—2. Service Contracts”; and
11. a copy of the PRC Company Law, the PRC Securities Law, the Overseas Listing
Trial Measures, together with their respective unofficial English translations.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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深圳樂動機器人股份有限公司
SHENZHEN LDROBOT CO., L TD
