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Stock Code : 1384
(A joint stock company incorporated in the People’s Republic of China with limited liability)
滴普科技股份有限公司
Deepexi T echnology Co., Ltd.
GLOBAL OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers


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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Deepexi Technology Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 26,632,000 H Shares
Number of Hong Kong Offer Shares : 1,331,600 H Shares (subject to
adjustment)
Number of International Offer Shares : 25,300,400 H Shares (subject to
adjustment)
Offer Price : HK$26.66 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 1384
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for an y loss howsoever
arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable on
Display” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding
up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar o f
Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price will be HK$26.66 per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Share may be required to pay, on applicati on (subject
to application channels), the Offer Price of HK$26.66 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0 027%,
AFRC transaction levy of 0.00015% and a Hong Kong Stock Exchange trading fee of 0.00565%.
The Overall Coordinators, on behalf of the Underwriters, and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer
Shares and/or the Offer Price below that is stated in this prospectus (which is HK$26.66) at any time prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price
will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) as soon as practicable following the decisi on
to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public
Offering. Such notices will also be available on the website of our Company at www.deepexi.com
and on the website of the Hong Kong Stock Exchange at
www.hkexnews.hk . Further details are set forth in “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in
this prospectus.
We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the leg al, economic
and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential
investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into con sideration
the different market nature of the H Shares. Such differences and risk factors are set out in “Risk Factors,” “Appendix IV — Summary of Principal Legal a nd
Regulatory Provisions” and “Appendix V — Summary of Articles of Association” to this Prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (on
behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting — Underwriting Arrangements
and Expenses — Hong Kong Public Offering — Grounds for Termination” of this Prospectus .
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry
high investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors sh ould fully
understand the investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered and sold
only outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act.
IMPORTANT
October 20, 2025


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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 the prospectus to the public in relation to
the Hong Kong Public Offering.
The 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.deepexi.com. If you require a printed copy of this
document, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(a) apply online through the HK eIPO White Form service through the designated
website at www.hkeipo.hk ;
(b) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is
a HKSCC Participant to give electronic application instructions via HKSCC’s
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 the 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 the prospectus is available online at the website addresses
above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the
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 by giving electronic
application instructions to HKSCC 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 amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to pre-fund your
application based on the amount specified by your broker or custodian , as determined based
on the applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,385.77 3,000 80,786.60 40,000 1,077,154.64 180,000 4,847,195.90
400 10,771.55 4,000 107,715.47 50,000 1,346,443.30 200,000 5,385,773.22
600 16,157.31 5,000 134,644.33 60,000 1,615,731.97 300,000 8,078,659.84
800 21,543.10 6,000 161,573.20 70,000 1,885,020.63 400,000 10,771,546.45
1,000 26,928.87 7,000 188,502.06 80,000 2,154,309.29 500,000 13,464,433.06
1,200 32,314.64 8,000 215,430.93 90,000 2,423,597.95 665,800
(1) 17,929,239.06
1,400 37,700.42 9,000 242,359.80 100,000 2,692,886.61
1,600 43,086.18 10,000 269,288.66 120,000 3,231,463.93
1,800 48,471.96 20,000 538,577.33 140,000 3,770,041.25
2,000 53,857.73 30,000 807,865.98 160,000 4,308,618.58
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
Accounting and Financial Reporting Council (“ 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 the websites
of the Stock Exchange at www.hkexnews.hk and our websites www.deepexi.com .
Time and date (1)
Hong Kong Public Offering commences ...................... .9:00 a.m. on Monday,
October 20, 2025
Latest time to complete electronic applications under
HK eIPO White Form service through the
designated website www.hkeipo.hk (2) ..................... 1 1:30 a.m. on Thursday,
October 23, 2025
Application lists open (3) ................................. 1 1:45 a.m. on Thursday,
October 23, 2025
Latest time to (a) give electronic application instructions to
HKSCC and (b) complete payment of HK eIPO White Form
applications by effecting internet banking transfer(s) or
PPS payment transfer(s)
(4) ............................. .12:00 noon on Thursday,
October 23, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your
behalf, you are advised to contact your broker or custodian for the latest time for giving such
instructions which may be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close
(3) .... .12:00 noon on Thursday,
October 23, 2025
Announcement of the results of applications in the
Hong Kong Public Offering, the level of indications
of interest in the International Offering and the basis
of allocation of the Hong Kong Offer Shares to be
published and on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at www.deepexi.com
at or before (7)(9) ....................................... 1 1:00 p.m. on Monday,
October 27, 2025
EXPECTED TIMETABLE
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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 website of the Stock Exchange at
www.hkexnews.hk and the Company’s websites
at www.deepexi.com respectively (7) .............. n o later than 11:00 p.m. on
Monday, October 27, 2025
 in the designated results of allocations
website at www.hkeipo.hk/IPOResult
(alternatively: www.tricor.com.hk/ipo/result )
with a “search by ID” function (7) ..................... .from 11:00 p.m. on
Monday, October 27, 2025
to 12:00 midnight on
Sunday, November 2, 2025
 from the allocation results telephone enquiry line
by calling +852 3691 8488 between 9:00 a.m.
and 6:00 p.m .......................................... from Tuesday,
October 28, 2025 to
Monday, November 3, 2025
(excluding Saturday,
Sunday and public
holidays in Hong Kong)
For those applying through HKSCC EIPO channel,
you may also check with your broker or custodian .............. 6:00 p.m. on Friday,
October 24, 2025
Dispatch of H Share certificates or deposit of the H Share
certificates into CCASS in respect of wholly or partially
successful applications pursuant to the Hong Kong Public
Offering on or before
(5)(8) ........................... .Monday, October 27, 2025
Dispatch of HK eIPO White Form e-Auto Refund
payment instructions/refund cheques
(if applicable) on or before
(8)(9) ........................ T uesday, October 28, 2025
Dealings in H Shares on the Main Board of the
Stock Exchange to commence at .......................... 9:00 a.m. on Tuesday,
October 28, 2025
EXPECTED TIMETABLE
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(1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. Details of the structure
of the Global Offering, including its conditions, are set out in “Structure and Conditions of the Global
Offering” in this prospectus. If there is any change in the above expected timetable, we will issue a separate
announcement in Hong Kong to be published on our websites at www.deepexi.com and the website of the
Stock Exchange at www.hkexnews.hk .
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, October 23,
2025, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares
— E. Severe Weather Arrangements.”
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to
HKSCC should refer to “How to Apply for Hong Kong Offer Shares — 2. Application Channels.”
(5) The H Share certificates are expected to be issued on Monday, October 27, 2025 but will only become valid
evidence of title provided that the Global Offering has become unconditional in all respects and neither of the
Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around
8:00 a.m. on Tuesday, October 28, 2025. Investors who trade H Shares on the basis of publicly available
allocation details before the receipt of H Share certificates and before they become valid evidence of title do
so entirely of their own risk.
(6) The announcement will be available for viewing on the Stock Exchange’s website www.hkexnews.hk and our
Company’s websites at www.deepexi.com .
(7) None of the websites or any of the information contained on the websites forms part of this prospectus.
(8) Applicants being individuals who are eligible for personal collection must not authorize any other person to
make collection on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce, at the time of collection,
evidence of identity acceptable to the H Share Registrar. Applicants who have applied for Hong Kong Offer
Shares through the HKSCC EIPO channel should refer to the paragraph headed “How to Apply for Hong Kong
Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this
prospectus for details.
(9) Applicants who apply through the HK eIPO White Form service by paying the application monies through
a single bank account, may have HK eIPO White Form e-Auto Refund payment instructions (if any)
dispatched to their application payment bank account. Applicants who apply through the HK eIPO White
Form service by paying the application monies through multiple bank accounts, may have refund cheques in
favor of the applicant (or, in the case of joint applications, the first-named applicant) sent to the address
specified in their application instructions by ordinary post and at their own risk.
(10) e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications.
EXPECTED TIMETABLE
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The H Share certificates will only become valid evidence of title provided that the
Global Offering has become unconditional in all respects and neither of the Hong Kong
Underwriting Agreement nor the International Underwriting Agreement is terminated in
accordance with its respective terms prior to 8:00 a.m. on the Listing Date. The Listing
Date is expected to be on or about Tuesday, October 28, 2025. Investors who trade the H
Shares on the basis of publicly available allocation details prior to the receipt of H Share
certificates or prior to the H Share certificates becoming valid evidence of title do so
entirely at their own risk.
The above expected timetable is a summary only. Potential investors should read
carefully “Underwriting,” “Structure and Conditions of the Global Offering” and “How
to Apply for Hong Kong Offer Shares” for details relating to the structure and conditions
of the Global Offering, procedures on the applications for Hong Kong Offer Shares and
the expected timetable, including conditions, effect of bad weather and the dispatch of
refund cheques and H Share certificates.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell
or a solicitation of an offer to subscribe for or buy any securities other than the Hong
Kong Offer Shares. This prospectus may not be used for the purpose of, and does not
constitute, an offer to sell or a solicitation of an offer to subscribe for or buy any
securities in any other jurisdiction or in any other circumstances. No action has been
taken to permit a public offering of the Offer Shares or the distribution of this prospectus
in any jurisdiction other than Hong Kong. The distribution of this prospectus and the
offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and
may not be made except as permitted under the applicable securities laws of such
jurisdictions pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information that
is different from what is contained in this prospectus. Any information or representation
not included in this prospectus must not be relied on by you as having been authorized
by us, the Joint Sponsors, the Overall Coordinators, the Capital Market Intermediaries,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Underwriters, any of our or their respective directors or advisors, or any other person
or party involved in the Global Offering. Information contained on our website, located
at www.deepexi.com , does not form part of this prospectus.
Page
Expected Timetable ................................................. i v
Contents ......................................................... viii
Summary ......................................................... 1
Definitions ........................................................ 2 8
Glossary of Technical Terms ......................................... 3 9
Forward-Looking Statements ......................................... 4 3
Risk Factors ...................................................... 4 5
Waivers from Strict Compliance with the Listing Rules .................... 8 8
CONTENTS
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Information about this Prospectus and the Global Offering ................ 9 2
Directors and Parties Involved in the Global Offering ..................... 9 8
Corporate Information .............................................. 1 0 4
Industry Overview ................................................. 1 0 6
Regulatory Overview ............................................... 1 2 0
History, Development and Corporate Structure .......................... 1 4 2
Business .......................................................... 1 7 8
Directors and Senior Management ..................................... 3 0 2
Relationship with Our Controlling Shareholders Group .................... 3 1 9
Share Capital ..................................................... 3 2 4
Substantial Shareholders ............................................ 3 2 8
Financial Information ............................................... 3 3 0
Future Plans and Use of Proceeds ..................................... 3 8 7
Underwriting ...................................................... 3 9 8
Structure and Conditions of the Global Offering ......................... 4 1 5
How to Apply for Hong Kong Offer Shares ............................. 4 2 3
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 . . IV-1
Appendix V — Summary of the Articles of Association ................ V - 1
Appendix VI — Statutory and General Information ................... VI-1
Appendix VII — Documents Delivered to the Registrar of Companies in
Hong Kong and Available on Display ................ VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
Prospectus. As it is a summary, it does not contain all the information that may be
important to you. You should read the whole Prospectus before you decide to invest in the
Offer Shares. In particular , we are a specialist technology company seeking to list on the
Main Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules
because we are unable to meet the requirements under Rule 8.05 (1), (2) or (3) of the
Listing Rules. There are unique challenges, risks and uncertainties associated with
investing in companies such as ours. In addition, we have incurred operating loss since
our inception, and we may incur adjusted net loss (Non-HKFRS measure) and operating
loss for the foreseeable future. We had negative net cash flow generated from operating
activities during the Track Record Period. We did not declare or pay any dividends during
the Track Record Period and may not pay any dividends in the foreseeable future. Your
investment decision should be made in light of these considerations.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors” in this
Prospectus. You should read that section carefully in full before you decide to invest in
the Offer Shares.
OVERVIEW
We specialize in delivering enterprise large model AI application solutions, empowering
enterprises to integrate their data, decisions and operations efficiently at scale. Our FastData
Foil Data Fusion Platform and the Deepexi enterprise large model platform serve as the
foundational infrastructure for deploying and implementing agentic AI applications.
The market size of enterprise AI application solution in China, in terms of revenue,
reached RMB38.6 billion in 2024, and it is expected to reach RMB239.4 billion in 2029 with
a CAGR of 44.0% from 2024 to 2029, according to Frost & Sullivan. Given the substantial
scale of China’s enterprise AI application solution market, we held a 0.6% market share in
2024.
The enterprise large model AI application market accounted for 15% of the overall
enterprise AI application solution market in 2024. The market size of enterprise large model
AI application in China, in terms of revenue, reached RMB5.8 billion in 2024 and is expected
to reach RMB52.7 billion in 2029 with a CAGR of 55.5% from 2024 to 2029, according to
Frost & Sullivan. We ranked fifth in China’s enterprise large model AI application solution
market, in terms of revenue in 2024, with a market share of 4.2%.
Our solutions empower enterprises across industries to optimize decision-making,
enhance operational efficiency and boost productivity. We have achieved large-scale
commercialization across multiple verticals, including consumer goods, manufacturing,
healthcare and transportation. As of June 30, 2025, we served 283 enterprise customers,
including 94 customers with multiple engagements, representing 33.2% of our customer base,
reflecting our strong customer loyalty and satisfaction.
SUMMARY
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We have demonstrated rapid revenue growth during the Track Record Period. Our revenue
increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million in 2023, and further
grew by 88.3% to RMB242.9 million in 2024, achieving a CAGR of 55.5% from 2022 to 2024.
Our revenue further increased by 118.4% from RMB60.5 million in the six months ended June
30, 2024 to RMB132.1 million in the same period of 2025. This sustained growth underscores
the effectiveness of our strategic initiatives and our ability to consistently meet the evolving
needs of enterprise customers.
We operate a project-based business model. We offer two solutions based on our
technology infrastructure: (i) FastData enterprise data intelligence solution (or FastData
solution) based on our FastData Foil Data Fusion Platform, and (ii) FastAGI enterprise AI
solution (or FastAGI solution) based on our Deepexi enterprise large model platform. Our
solutions and platforms are built based on mainstream open-source foundation models which
were not self-developed. Our FastData solution provides our customers with the infrastructure
to organize and manage structured and semi-structured business data and documents, and
unstructured content such as engineering diagrams and medical reports and generates data
output that is ready for further AI processing. Our FastAGI solution is built around our Deepexi
enterprise large model platform, and assists customers in making more informed decisions and
automating their business processes.
Our FastData and FastAGI solutions can either be offered independently to customers or
offered together to achieve synergies, where FastData solution organizes and prepares the data
that is necessary for FastAGI solution to function.
Our Technology Infrastructure
Through sustained R&D investment, we have built a technology infrastructure to support
the scalable commercialization of our AI applications. Key components include the following.
FastData Foil Data Fusion Platform
Our FastData Foil Data Fusion Platform combines two ways of storing data, namely data
lakehouse, which is a modern data architecture that creates a single platform by combining the
key functions of data lakes (a large repository that stores raw data in its original form) and data
warehouses (an organized set of structured data designed for querying and analysis), which
enables it to handle large amounts of information while maintaining order and reliability. It can
process both live data and stored data at the same time, helping customers avoid having their
information separated in different systems. The platform can manage many types of structured,
semi-structured and unstructured data, such as numbers, text, images and diagrams, all under
one set of rules, which makes it possible to quickly process huge amounts of information from
different sources. It can also convert raw and complicated data like documents, pictures and
formulas into a format that AI large models can understand, while keeping important details
and connections between the data. This is essential for training and improving AI models that
are customized for customers’ businesses.
SUMMARY
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Unlike conventional data platforms, our platform is specially designed for AI: it can feed
up-to-date information directly to our customers’ business systems, create training materials
for custom AI models, and act as a trusted source of information for AI tools that help with
decision-making.
 Diverse Data Handling . Our platform can process massive amounts of diverse
information, from simple numbers in spreadsheets to complicated items like
engineering drawings, medical reports and business processes. It can read and
organize data in many formats, select important details such as formulas or
measurements, and connect related pieces of information. This converts unorganized
and unstructured real-world data into clean and organized data inputs that AI
systems can directly use.
 Intelligent Data Organization . Our platform acts like a smart library for our
customers’ data. Beyond simply storing information, it understands the underlying
meaning of data and how different types of data (like text, pictures and databases)
are connected. This helps AI systems find exactly what they need, when they need
it, with all the right context.
 Enterprise-level Security . The platform automatically protects sensitive information
based on data sensitivity and usage scenarios such as daily operations, AI training
or decision-making. This keeps private data safe during AI development and ensures
proper authorization of data access that aligns with our customers’ existing security
rules.
Deepexi enterprise large model platform
Our Deepexi platform is built using popular open-source AI models and combines them
with information from public sources. We improve and train these models by providing them
with task-specific examples, and by using techniques that help improve decision-making
capabilities of AI models under dynamic and evolving business circumstances. We also use
data from different industries to make the models more useful for business needs. This results
in a powerful AI system that can search for information, reason through problems and help with
decision-making across different areas.
The platform also enables our customers to use AI in their own systems, connect with
other software and keep their data secure. Deepexi can be installed on a company’s own
computers and further customized using their own data, which is organized and processed by
our FastData Foil Data Fusion Platform. This ensures that our customers’ AI models can fit
their specific business needs, with controls over access to results and the ability to automate
tasks and workflows.
Together, our FastData Foil Data Fusion Platform and Deepexi enterprise large model
platform form the foundation of our technology which allows us to provide flexible and
specialized AI solutions that help customers transform their business operations.
SUMMARY
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Our Solutions
Our FastData enterprise data intelligence solution and FastAGI enterprise AI solution
empower enterprises to integrate their data, decisions and operations efficiently at scale. Our
solution extends far beyond basic AI capabilities such as simple data retrieval, office
collaboration and simple chatbots. It directly tackles core business challenges by providing
operational decision-making support and productivity enhancement tools.
FastData Enterprise Data Intelligence Solution
Today’s enterprises deal with massive amounts of data, including documents, images,
spreadsheets, technical drawings and complex formulas, often unstructured and scattered in
different formats and systems. Leveraging our proprietary FastData Foil Data Fusion Platform,
our FastData solution tackles this challenge by enabling enterprises to efficiently govern
structured, unstructured and semi-structured multi-format data, building high-quality
knowledge bases. By standardizing and unifying the governance of multi-format data (e.g.,
knowledge, documents, drawings and formulas), it bridges the gap between raw information
and real-world business needs for faster, more accurate data access, reduced development costs
and sharper decision-making.
FastData solution also prepares data for AI, delivering tokenized data output for training
and fine-tuning large models and agentic AI applications. Tokenization refers to the process of
converting a wide range of raw, complex data, which may include textual data, images,
documents and formulas, into a format that large models can comprehend and process while
preserving the semantic relationships and contextual nuances within the data, laying the ground
for large model training. Its data output also powers business intelligence and analytics,
ensuring enterprises derive maximum value from their information assets.
FastAGI Enterprise AI Solution
Based on our Deepexi enterprise large model platform, our FastAGI solution, launched
and commercialized in late 2023, delivers multi-scenario agentic AI applications tailored to
various industries, including consumer goods, manufacturing, healthcare and transportation.
Agentic AI applications goes beyond content creation, it is capable of making decisions, taking
actions and adapting to changing environments, focusing on acting autonomously to achieve
specific goals with minimal human intervention. In business operations, FastAGI solution
enhances data and knowledge retrieval capabilities and external service integration, enabling
support for business personnel in refined operations, dynamic resource optimization and
intelligent decision-making. In manufacturing, FastAGI solution empowers engineering design
and production processes by constructing and organizing technical knowledge (such as
industry standards and knowledge base), helps employees retrieve the relevant documents and
designs instantly, and assists engineers in the design and reviewing processes. It also
formulates optimal manufacturing processes, recommends optimal parameters and settings, and
timely identifies quality issues.
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To further optimize deployment at the computing power level, we developed Fast5000E,
an integrated platform with FastAGI solution built in. By optimizing from different aspects
including interface compatibility, computing power scheduling and engine adaptation,
Fast5000E maximizes the synergy between software and hardware. This enhances the
cost-effectiveness and feasibility of deploying FastAGI solution across enterprises.
The following diagram illustrates our solutions and technology infrastructure:
Enterprise AI Solution
Structured data
Data Output
Data Fusion Platform
Unified Data Governance
Deepexi enterprise large model platform
Enterprise Data
Intelligence Solution
Healthcare
Manufacturing
Consumer
goods
 Transportation
Operational
agent
Productivity
agent
Data tokenization
Workflow
execution agent
Semi-structured data Unstructured data
... ...
Multi-modal Data
ETL (Extract, Transform, Load)
Specialist Technology Industries
The table below sets out a summary for how each of our FastData and FastAGI solutions
fall within acceptable sectors of a Specialist Technology Industry as defined under Chapter 18C
of the Listing Rules:
SUMMARY
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
FastData Solution /H1118/H1118/H1118/H1118/H1118(i) Artificial intelligence (AI-empowered
algorithm programming: image recognition,
natural language processing (NLP), machine
learning and deep learning); and
(ii) Artificial intelligence (AI solutions: the
design and provision of AI solutions used in
different industry verticals).
FastData solution is based on a data intelligence platform that
enables the high-speed processing of both structured and
unstructured data, serving as a foundational infrastructure for
AI-driven enterprise applications. Going beyond basic data
processing capabilities, the ability to comprehend and dissect
complex, unstructured data requires extensive machine learning
algorithms. FastData solution combines layout, text, table,
engineering drawings and formula parsing capabilities with
Visual Language Models (VLMs) to deconstruct complex multi-
modal data while taking into account the customer’s business
logic. It leverages AI algorithms to tokenize raw, multi-modal
data, transforming them into actionable insights and into formats
optimized for AI applications, large model training and fine-
tuning, and real-time decision-making across industries.
FastData solution’s Modern Data Stack (MDS) architecture
incorporates NLP (Natural Language Processing) algorithms,
including an innovative NLP-to-SQL (Structured Query
Language) conversion feature. This allows users to input natural
language business queries that are automatically translated into
SQL commands, enabling real-time data retrieval and improving
analysis efficiency.
Leveraging its foundational technologies, FastData solution empowers enterprise
customers across different industries, with the below examples:
 Consumer goods industry : For retail companies, FastData solution helps our
clients predict by integrating and processing diverse data streams. The platform
consolidates historical sales records (item-location-time dimensions), real-time
inventory data, external factors (weather, competitor landscape) and product
characteristics to generate granular demand data at the SKU-level and
store-level. These insights directly inform replenishment strategies and inventory
allocation decisions. The solution enhances key retail metrics including sales
conversion rates, inventory turnover and supply chain responsiveness.
SUMMARY
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Manufacturing industry : In manufacturing, FastData solution acts as a powerful
data refinery, turning complex technical documents and data into clean,
AI-friendly fuel. For engineering knowledge, it is able to comprehend and
analyze technical documents containing formulas, parameters and specifications
through machine learning algorithms, preserving their precise meaning while
converting them into digital formats AI systems can work with. When processing
mechanical drawings and diagrams, it intelligently identifies key components,
extracts measurements and maps relationships between different elements, like
an expert engineer. All such diverse and complex information, whether from PDF
manuals, CAD drawings or equipment sensors, are organized in a unified smart
catalog. The processed, tokenized data output enables the development of AI
models to support decision-making in the manufacturing process.
 Healthcare industry : FastData solution empowers healthcare data management
by transforming complex medical information through machine learning
algorithms into structured, computer-readable outputs that can support AI
workloads. FastData solution intelligently processes diverse clinical data,
including lab reports, imaging studies, and medical device outputs, extracting
and standardizing critical information while preserving vital clinical context. It
automatically analyzes text-based pathology reports, interprets medical charts
and scans and deciphers results generated by medical devices, recognizing
relationships between different data types such as lab values and patient
conditions. All this information is organized in a unified, searchable medical
knowledge base that maintains temporal relationships and clinical relevance.
FastData solution implements security measures to protect sensitive health
information, with hierarchical access controls. The processed, tokenized output
enables healthcare organizations to develop accurate diagnostic AI models,
power clinical decision support systems, and generate real-time patient
monitoring insights.
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Transportation industry : In transportation sector applications, FastData solution
provides critical data processing capabilities for road maintenance and
emergency response systems. FastData solution can handle diverse data
modalities using machine learning algorithms including road surface scan
images, surveillance camera feeds and traffic laws and regulations and
standardize such information for AI model consumption. By creating structured,
analysis-ready datasets from unstructured inputs, FastData solution enables the
development of accurate roadway condition monitoring AI models that support
automated hazard detection (cracks, potholes and surface deterioration), priority-
based repair scheduling and rapid emergency incident response, improving
inspection efficiency and incident resolution times compared to manual
processes.
SUMMARY
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
FastAGI Solution /H1118/H1118/H1118/H1118/H1118/H1118Artificial intelligence (AI solutions: the design and
provision of AI solutions used in different industry
verticals)
FastAGI solution is our enterprise agentic AI solution based on
our proprietary enterprise multi-modal large model technology
stack designed to seamlessly integrate and accelerate the
implementation of AI solutions across various business functions
for customers in different industries. FastAGI solution extends
beyond basic AI capabilities such as data retrieval, office
collaboration and simple chatbots. It directly tackles core
business painpoints by providing operational decision-making
support and productivity enhancement tools. FastAGI solution
centers around three types of AI agents, operational agent,
productivity agent and workflow execution agent. The
operational agent optimizes operational decision-making by
integrating enterprise-specific real-time data and industry
knowledge; the productivity agent processes complex industry
knowledge and unstructured data, such as involving interpreting
complicated engineering designs and manufacturing processes,
to boost productivity; the workflow execution agent executes
complex, multi-step actions autonomously based on results and
decisions made by the operational and productivity agents.
FastAGI solution empowers different industry verticals in the following ways:
 Consumer goods industry : FastAGI solution empowers consumer goods
companies by transforming data into immediate, actionable business decisions
acting as an around-the-clock digital operations team that continuously analyzes
inventory levels, competitor activities and market trends to optimize different
aspects of retail management.
At the store level, FastAGI solution functions like an AI store manager,
monitoring real-time performance metrics to provide advice for staffing,
inventory placement and promotional strategies. For product management, it
tracks each item’s complete lifecycle across store locations, making smart
recommendations about when to reorder, transfer stock between stores or initiate
markdowns. FastAGI solution also serves as a strategic advisor, comparing store
performance with different stores to suggest pricing and product assortment
strategies. FastAGI solution has empowered our customers to achieve faster
response to market changes, better inventory management and improved
operational efficiency.
 Manufacturing industry : FastAGI solution transforms manufacturing operations
by integrating AI across core engineering design and manufacturing processes,
generating optimized manufacturing routes, procedures and engineering
parameter recommendations while enabling quality improvement through
reverse-engineering capabilities. For engineering design teams, FastAGI solution
provides intelligent assistance in product design, constructs industry-standard
knowledge base, and offers automated engineering drawing review and analysis
through its productivity agents. For example, for our manufacturing customers,
FastAGI solution is able to interpret engineering drawings and provide
construction guidance directly to field workers, and recommend optimized
processing parameters and performs equipment diagnostics autonomously,
enhancing efficiency and quality control.
SUMMARY
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Healthcare industry : FastAGI solution empowers healthcare operations by
deploying specialized AI assistants across the care continuum. For patients, it
provides intelligent digital companions that offer personalized guidance on
treatments, test results, and medication management. Healthcare teams benefit
from AI-powered diagnostic support and automated report generation, which
streamline clinical workflows while maintaining medical accuracy. The system
creates a connected network of AI agents that collaborate, from simplifying
patient interactions to assisting complex medical decision-making. This includes
automating time-consuming administrative tasks such as generating specialized
reports for various institutions. For clinical specialties, FastAGI solution delivers
tailored assistance by learning department-specific protocols, such as supporting
anesthesiologists with preoperative assessments.
 Transportation industry : FastAGI solution delivers intelligence for
transportation systems through a combination of its operational and productivity
AI agents, including monitoring industry developments and providing smart
mobility recommendations. For infrastructure operators, FastAGI solution
enables granular project control from operational management and risk control to
contract payment recovery.
SUMMARY
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Our Directors are of the view that based on the information above, each of solutions fall
within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C
of the Listing Rules.
Commercialization
We adopt a transaction-based model for our solutions. We started to commercialize our
FastData and FastAGI solutions in 2019 and 2023, respectively. Our industry consultant, Frost
& Sullivan, confirms, and our Directors are of the view, that each of our solutions falls within
an acceptable sector of a Specialist Technology Industry, namely Artificial Intelligence under
Next-generation Information Technology as defined under Chapter 18C of the Listing Rules.
The following chart illustrates the commercialization timeline of our major products,
reflecting our continuous commercial application of technologies:
Specialist Technology Product Launch
Start of Revenue
Generation
FastData solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118June 2019 November 2019
FastAGI solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 2023 December 2023
Our commercialization centers around increasing engagement with industry leaders,
enhancing our appeal to top-tier customers. By serving industry leaders across different
verticals, we gain deeper insights into sector-specific challenges, making our solutions more
attractive to new customers. This enables efficient scaling, creating a self-reinforcing
mechanism that drives customer acquisition while boosting our brand influence and market
penetration.
The number of customers each year increased from 56 in 2022 to 71 in 2023 and further
to 89 in 2024. The number of customers was 54 in the six months ended June 30, 2025.
Cumulatively, we served 129, 178, 245 and 283 customers as of December 31, 2022, 2023,
2024 and June 30, 2025, respectively. Our revenue increased by 28.4% from RMB100.5 million
in 2022 to RMB129.0 million in 2023, and further increased by 88.3% to RMB242.9 million
in 2024. Our revenue further increased by 118.4% from RMB60.5 million in the six months
ended June 30, 2024 to RMB132.1 million in the six months ended June 30, 2025.
SUMMARY
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The table below sets forth our revenue breakdown in absolute amounts and as percentages
of our total revenue for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentages)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H1118100,468 100.0 122,491 94.9 152,530 62.8 35,390 58.5 59,031 44.7
FastAGI enterprise AI solution /H1118 – – 6,549 5.1 90,396 37.2 25,107 41.5 73,072 55.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100.0 129,040 100.0 242,926 100.0 60,497 100.0 132,103 100.0
Our cost of sales amounted to RMB70.9 million, RMB77.3 million, RMB116.7 million,
RMB27.6 million and RMB59.4 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively. During the Track Record Period, our cost of sales primarily
consisted of (i) on-site deployment costs, mainly in relation with our on-premise deployment
and implement of our solutions, (ii) software and hardware costs, which primarily represent
procurement cost of software and hardware from third-party vendors, (iii) employee benefits
expenses, (iv) traveling costs, and (v) warranty expenses.
Our gross profit amounted to RMB29.6 million, RMB51.8 million, RMB126.2 million,
RMB32.9 million and RMB72.7 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively. Our gross profit margin was 29.4%, 40.1%, 51.9%, 54.4% and
55.0% in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. The
following table sets forth a breakdown of our gross profit and gross profit margin by business
segment for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H111829,559 29.4 50,934 41.6 81,794 53.6 19,623 55.4 32,375 54.8
FastAGI enterprise AI solution /H1118 – – 839 12.8 44,383 49.1 13,295 53.0 40,331 55.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,559 29.4 51,773 40.1 126,177 51.9 32,918 54.4 72,706 55.0
See “Financial Information — Period-to-Period Comparison of Results of Operations.”
SUMMARY
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OUR STRENGTHS
We believe that the following strengths contribute to our success, and distinguishing us
from our competitors:
 A Fast-Growing Contributor to China’s Enterprise AI Transformation;
 Commercialization-Oriented Proprietary Technological Capabilities;
 Strategic Industry Entry Cultivating Loyal, High-V alue Customer Base;
 Backing from Top-Tier Global Investors; and
 Strategic Leadership Driving Rapid Growth.
OUR STRATEGIES
We plan to implement the following strategies to achieve our mission:
 Further strengthening R&D capabilities and expanding solutions portfolio;
 Attracting top talent to build a stable and motivated workforce;
 Expanding coverage of industry leading customers and strengthening partnerships
across industry value chain;
 Expanding global presence; and
 Pursuing strategic acquisitions to enhance competitive advantages.
RESEARCH AND DEVELOPMENT
Our ability to develop new technologies, design new solutions and enhance existing
solutions is critical for maintaining our market position.
R&D Team
Our R&D team consists of dedicated talents with profound industry expertise, focusing
on developing and commercializing our solutions which help maintain our technological
advantages and market competitiveness. Each of our core R&D team members has extensive
working experience in data, AI, large models and software programming, in reputable
technology companies.
SUMMARY
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As of June 30, 2025, our R&D team consisted of 147 members, representing 40.5% of our
total employees. We incurred research and development expenses of RMB94.2 million,
RMB82.3 million, RMB81.4 million, RMB24.1 million and RMB58.2 million in 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, respectively, representing 93.7%,
63.8%, 33.5%, 39.9% and 44.1% of our total revenue for the respective periods.
OUR PROPRIETARY TECHNOLOGIES
Data Engineering:
 Unified Multi-modal Metadata : This technology enables the integration of structured,
unstructured, graph and vector data for effective multi-modal data governance,
enterprise-grade search functions and precise semantic processing.
 MQL: This technology provides sophisticated data asset retrieval based on a unified
framework and leverages semantic modeling to achieve highly accurate data intelligence
analysis with high accuracy rates.
Model Engineering:
 Task-driven dynamic batch data processing : Enhances task processing by aggregating
multiple requests into a single batch, allowing for simultaneous handling. This approach
optimizes memory utilization and significantly increases throughput, enabling our system
to manage far greater volumes of data concurrently. As a result, we achieve a significant
improvement in efficiency compared to traditional one-time batch data processing
methods that process tasks individually.
 KV Cache Optimization : Specifically designed to enhance performance in applications
involving multi-turn dialogues and hybrid knowledge retrieval. By employing a key-value
caching mechanism, this system efficiently stores critical computational results,
eliminating the need for redundant calculations for similar requests. This leads to
substantial improvements in inference performance and efficiency, achieving reductions
in the latency of the first response by six to eight times according to internal test results,
while also allowing more users to interact with the system concurrently without
compromising performance.
 Proximity Inference : Optimizes response times by distributing key-value caches
generated by remote services to nearby computational resources in scenarios where data
processing occurs remotely. This strategic approach reduces the latency associated with
the initial response, thereby significantly enhancing user experience and enabling faster
interactions with the system.
SUMMARY
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Application Engineering:
 Hybrid Enhanced Retrieval : This capability enables the precise retrieval of integrated
data, knowledge, documents and graphs, ensuring efficient and accurate information
access.
 Custom Workflow and Agent Orchestration : This technology supports the development
of contextualized intelligent applications. It allows for quick expansion using workflows,
facilitating continuous construction, evaluation, deployment and operation of intelligent
agents.
INTELLECTUAL PROPERTY
Intellectual property rights are important to our business. Our future commercial success
depends, in part, on our ability to obtain and maintain patents and other intellectual property
and proprietary protections for commercially important technologies, inventions and know-
how related to our business, defend and enforce our patents, preserve the confidentiality of our
trade secrets, and operate without infringing, misappropriating or otherwise violating the valid,
enforceable intellectual property rights of third parties.
As of June 30, 2025, we had 43 registered patents and 41 patent applications in China.
As of June 30, 2025, we also had 443 trademarks, 233 copyrights and 17 domain names in
China. See “Appendix VI — Statutory and General Information — B. Further Information
About Our Business — 2. Intellectual Property Rights.”
We acquire patents through self-development. As of June 30, 2025, with respect to our
specialist technology products, we self-developed and solely owned all intellectual properties
and had no co-own or co-share arrangements of our intellectual properties with third parties.
For the portfolio of material patents, patent applications and software copyrights for our
core technologies of which we were the registered owner as of the Latest Practicable Date, see
“Business — Intellectual Property.”
CUSTOMERS
We primarily sell our solutions to customers in the PRC across sectors such as consumer
goods, manufacturing, healthcare and transportation, among others, and all of our revenue
during the Track Record Period was generated from China (including Hong Kong). The
majority of our customers are end users of our products, while some of our customers are
system integrators.
Revenue from our five largest customers in each year/period during the Track Record
Period was RMB43.5 million, RMB58.8 million, RMB74.2 million and RMB41.9 million in
2022, 2023, 2024 and the six months ended June 30, 2025, respectively, accounting for 43.3%,
45.6%, 30.5% and 31.7% of our total revenue for the same periods, respectively. Revenue from
SUMMARY
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our largest customer in each year/period during the Track Record Period was RMB20.9 million,
RMB15.8 million, RMB18.9 million and RMB9.4 million in 2022, 2023, 2024 and the six
months ended June 30, 2025, respectively, accounting for 20.8%, 12.2%, 7.8% and 7.1% of our
total revenue for the same periods, respectively. See “Risk Factors — Risk Relating to the
Commercialization of Our Solutions — If we fail to retain existing customers, attract new
customers or increase the spending by existing customers, our business, financial condition and
prospects may be materially and adversely affected.”
SUPPLIERS
Our suppliers primarily comprise technology and IT companies. Purchases from our five
largest suppliers in each year/period during the Track Record Period were to RMB20.2 million,
RMB15.5 million, RMB57.3 million and RMB33.3 million in 2022, 2023, 2024 and the six
months ended June 30, 2025, respectively, representing 43.3%, 33.7%, 41.9% and 37.9% of our
total purchases for the same periods, respectively. Purchases from our largest supplier in each
year/period during the Track Record Period were RMB6.2 million, RMB4.4 million, RMB13.1
million and RMB9.1 million in 2022, 2023, 2024 and six months ended June 30, 2025,
respectively, representing 13.2%, 9.5%, 9.6% and 10.3% of our total purchases for the same
periods, respectively. See “Risk Factors — Risks Relating to Our General Operations — We
engage third party suppliers for certain software, hardware and services, which may subject us
to supply chain risks.”
COMPETITIVE LANDSCAPE
The market size of enterprise AI application solution in China, in terms of revenue,
reached RMB38.6 billion in 2024, and it is expected to reach RMB239.4 billion in 2029 with
a CAGR of 44.0% from 2024 to 2029. Given the substantial scale of China’s enterprise AI
application solution market, we held a 0.6% market share in 2024.
The enterprise large model AI application market accounted for 15% of the overall
enterprise AI application solution market in 2024. The market size of enterprise large model
AI application solution, in terms of revenue, has reached RMB5.8 billion in 2024, and it is
expected to reach RMB52.7 billion in 2029 with a CAGR of 55.5% from 2024 to 2029. We
ranked fifth in China’s enterprise large model AI application solution market, in terms of
revenue in 2024, with a market share of 4.2%.
See “Industry Overview.”
The competitive landscape of the enterprise large model AI application solution market
in China is relatively concentrated, with the top five providers accounting for 39.1% of the
total market share in terms of revenue in 2024. Although we believe that we have technological
strengths, we may face competition from established market players which may possess more
resources and skills in R&D and sales and marketing. See “Risk Factors — Risk Relating to
the R&D of Our Solutions — The industry in which we operate is characterized by constant
SUMMARY
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development. If we fail to continuously improve our technology and provide innovative
solutions that meet the expectations of our customers, our business, financial condition and
prospects may be materially and adversely affected.”
RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors” in
this prospectus. Y ou should read that section in its entirety carefully before you decide to invest
in our Shares. We believe the most significant risks we face include but are not limited to the
following:
 AI technologies are constantly evolving. Any flaw or misuse of the AI technologies,
whether actual or perceived, intended or inadvertent, committed by us or by other
third parties, could harm our reputation and materially and adversely impact on our
business, financial condition, prospects and the general acceptance of AI solutions
by the society.
 We may be subject to complex and evolving laws and regulations regarding privacy
and data protection. Actual or alleged failure to comply with cybersecurity and data
protection and personal information protection laws and regulations could damage
our reputation, deter current and potential customers from using our solutions and
could subject us to significant legal, financial and operational consequences.
 The industry in which we operate is characterized by constant development. If we
fail to continuously improve our technology and provide innovative solutions that
meet the expectations of our customers, our business, financial condition and
prospects may be materially and adversely affected.
 We have been and intend to continue investing significantly in R&D. If we are
unable to generate commercial returns from our R&D investments, our business,
financial condition, results of operations and prospects may be materially and
adversely affected.
 If we are unable to compete effectively, our business, financial condition and
prospects may be materially and adversely affected.
 If we fail to retain existing customers, attract new customers or increase the
spending by existing customers, our business, financial condition and prospects may
be materially and adversely affected.
 Any failure of our solutions to perform as required, or any failure by us to offer
high-quality customer services could harm our business, financial condition and
prospects.
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 If our expansion into new verticals is not successful, our business, prospects and
growth momentum may be materially and adversely affected.
 We may not be able to obtain or maintain adequate intellectual property protection
for our technologies and solutions, or the scope of such intellectual property
protection may not be sufficiently broad.
 We have incurred significant net losses during the Track Record Period and may not
be able to achieve or subsequently maintain profitability in the near future. We also
had deficit during the Track Record Period.
 We are subject to risks related to sanctions, export control laws and economic or
trade restrictions, and such laws and regulations may disrupt the operations of our
suppliers and business partners and in turn adversely affect our business, financial
condition and results of operations.
See “Risk Factors.”
THE CONTROLLING SHAREHOLDERS GROUP
Immediately following the completion of the Global Offering, Mr. Zhao will be entitled
to exercise 32.10% of the voting rights of our Company, comprising: (i) 15.14% of our voting
rights through Shares directly held by him, (ii) 3.59% of our voting rights through Shares
directly held by Mr. Y ang in light of the Concert Party Agreement between Mr. Zhao and Mr.
Y ang, pursuant to which Mr. Y ang has irrevocably agreed to act in concert with Mr. Zhao and
follow his decisions in exercising his vote at the shareholders’ meetings of our Company, and
(iii) 13.37% of our voting rights through Shares held by Deepexi Huachuang and Deepexi
Huaying, which are both controlled by Mr. Zhao, through Deepexi Huichuang. Therefore, Mr.
Zhao, Mr. Y ang, Deepexi Huachuang, Deepexi Huaying and Deepexi Huichuang will constitute
a group of Controlling Shareholders of our Company upon completion of the Global Offering.
See “Relationship with Our Controlling Shareholders Group.”
PRE-IPO INVESTMENTS
We have engaged in Pre-IPO Investments with our Pre-IPO Investors. For further details
of the identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO
Investments, see “History, Development and Corporate Structure — Pre-IPO Investments.”
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, derived from the Accountant’s Report in Appendix I
to this prospectus. The summary consolidated financial data set forth below should be read
together with the consolidated financial statements in this prospectus, including the related
notes. Our consolidated financial information was prepared in accordance with HKFRS.
SUMMARY
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Selected Items from the Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss
for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentage)
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100 129,040 100 242,926 100 60,497 100.0 132,103 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70,909) (70.6) (77,267) (59.9) (116,749) (48.1) (27,579) (45.6) (59,397) (45.0)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,559 29.4 51,773 40.1 126,177 51.9 32,918 54.4 72,706 55.0
Other income and gains, net /H1118/H111840,153 40.0 5,978 4.6 8,622 3.5 2,829 4.7 1,853 1.4
Selling and marketing expenses /H1118(120,178) (119.6) (103,312) (80.1) (89,096) (36.7) (45,712) (75.6) (49,311) (37.3)
Administrative expenses /H1118/H1118/H1118/H1118(84,723) (84.3) (143,000) (110.8) (49,314) (20.3) (26,617) (44.0) (145,507) (110.1)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,168) (93.7) (82,342) (63.8) (81,399) (33.5) (24,146) (39.9) (58,244) (44.1)
Impairment (losses)/gains on
financial and contract assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,433) (2.4) (5,516) (4.3) (9,305) (3.8) (6,215) (10.3) 1,189 0.9
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,404) (3.4) (4,594) (3.6) (2,695) (1.1) (1,620) (2.7) (2,327) (1.8)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,035) (1.0) (797) (0.6) (385) (0.2) (248) (0.4) (265) (0.2)
Share of profits and losses of an
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668 2.7 14 0.0 (2,409) (1.0) (230) (0.4) – –
Changes in fair value of
financial liabilities at shares
with preferential rights /H1118/H1118/H1118(421,570) (419.6) (221,023) (171.3) (1,155,186) (475.5) (551,923) (912.3) (128,265) (97.1)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118(655,131) (652.1) (502,819) (389.7) (1,254,990) (516.6) (620,964) (1,026.4) (308,171) (233.3)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118(95) (0.1) (76) (0.1) – – – – (50) (0.0)
Loss for the year/period /H1118/H1118/H1118(655,226) (652.2) (502,895) (389.7) (1,254,990) (516.6) (620,964) (1,026.4) (308,221) (233.3)
SUMMARY
–1 9–


--- page 30 ---
Non-HKFRS Financial Measure
To supplement our consolidated financial statements, which are presented in accordance
with HKFRS, we also use adjusted net loss (Non-HKFRS measure) as additional financial
measure, which is not required by, or presented in accordance with HKFRS. We believe this
non-HKFRS measure facilitates comparisons of operating performance from period to period
by eliminating potential impacts of certain items. We believe this measure provides useful
information to investors and others in understanding and evaluating our combined results of
operations in the same manner as they help our management. However, such non-HKFRS
financial measure we presented may not be directly comparable to similar measures presented
by other companies.
We define adjusted net loss (Non-HKFRS measure) for the periods as net loss for the
periods adjusted by adding back (i) share-based payment expenses, (ii) changes in fair value
of financial liabilities at shares with preferential rights, and (iii) listing expenses. The
following table reconciles our adjusted net loss (Non-HKFRS measure) for the periods
presented in accordance with HKFRS, which is net loss for the periods:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net loss for the year/period /H1118/H1118/H1118/H1118(655,226) (502,895) (1,254,990) (620,964) (308,221)
Add:
– Share-based payment
expenses
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,756 92,885 2,784 834 108,017
– Changes in fair value of
financial liabilities at shares
with preferential rights
(2) /H1118/H1118/H1118/H1118421,570 221,023 1,155,186 551,923 128,265
– Listing expenses (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 631 – 19,749
Adjusted net loss (Non-HKFRS
measure) for the year/period /H1118 (223,900) (188,987) (96,389) (68,207) (52,190)
Notes:
(1) Share-based payment expenses represent the non-cash employee benefit expenses incurred in connection
with our award to management and key employees.
(2) Changes in fair value of financial liabilities at shares with preferential rights represent changes in fair
value of the redeemable shares we issued to our Pre-IPO Investors. Shares with preferential rights that
we issued to the Pre-IPO Investors will be re-classified from liabilities to equity as a result of the
automatic conversion into Shares upon Listing.
(3) Listing expenses represent professional fees, underwriting commissions and other fees incurred in
connection with the Global Offering.
SUMMARY
–2 0–


--- page 31 ---
Prior to the Track Record Period and as of January 1, 2022, we had accumulated losses
of RMB1,444.5 million, primarily due to the net loss incurred in 2021. The year 2021 was still
the initial stage of our commercialization process, during which revenue and gross profit were
insufficient to cover relatively high operating expenses. These expenses were mainly
attributable to market expansion activities and ongoing technology optimization efforts aimed
at enhancing the maturity of our solutions. In addition, the increase in changes in fair value of
financial liabilities at shares with preferential rights, driven by a rise in our valuation, further
contributed to the net loss in 2021.
Our net losses decreased from RMB655.2 million in 2022 to RMB502.9 million in 2023,
primarily due to a significant decrease in changes in fair value of financial liabilities at shares
with preferential rights, partially offset by an increase in administrative expenses in relation to
the Employee Incentive Scheme adopted by us in 2023 to recognize the contribution of
employees, attract and retain talents. Our net losses increased from RMB502.9 million in 2023
to RMB1,255.0 million in 2024, primarily due to a significant increase in changes in fair value
of financial liabilities at shares with preferential rights, partially offset by a decrease in
administrative expenses in relation to the aforementioned Employee Incentive Scheme. Our net
loss decreased from RMB621.0 million in the six months ended June 30, 2024 to RMB308.2
million in the same period of 2025, primarily due to a significant decrease in changes in fair
value of financial liabilities at shares with preferential rights, partially offset by an increase in
administrative expenses in relation to the aforementioned Employee Incentive Scheme.
During the Track Record Period, we recorded adjusted net losses (Non-HKFRS measure)
primarily because revenue and gross profit growth were insufficient to cover relatively high
operating expenses, which were driven by continued investment in market expansion activities
and ongoing technology optimization efforts aimed at enhancing the maturity of our solutions.
Selected Items from the Consolidated Statements of Financial Position
The following table sets forth selected information from our consolidated statements of
financial position as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629,102 435,354 412,575 382,226
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668,385 2,884,003 4,099,125 4,293,046
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,039,283) (2,448,649) (3,686,550) (3,910,820)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H111832,366 29,622 12,241 16,956
Total non-current liabilities /H1118/H1118/H1118/H1118/H11186,797 4,877 1,605 3,315
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
SUMMARY
–2 1–


--- page 32 ---
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
EQUITY
Paid-in capital/Share capital /H1118/H1118/H1118/H1118/H111850,137 50,137 50,333 300,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,063,851) (2,474,041) (3,726,247) (4,197,179)
Total deficit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
We recorded net current liabilities throughout the Track Record Period. Our net current
liabilities increased from RMB2,039.3 million as of December 31, 2022 to RMB2,448.6
million as of December 31, 2023 and further increased to RMB3,686.6 million as of December
31, 2024 and RMB3,910.8 million as of June 30, 2025, primarily due to (i) an increase in shares
with preferential rights we issued to our Pre-IPO Investors, and (ii) a decrease in cash and cash
equivalents.
We recorded net liabilities throughout the Track Record Period. Our net liabilities
increased from RMB1,371.0 million as of January 1, 2022 to RMB2,013.7 million as of
December 31, 2022, primarily due to (i) loss and other comprehensive loss for the year of
RMB654.7 million, and (ii) recognition of shares with preferential rights of RMB120.5 million,
partially offset by issue of new shares of RMB122.7 million. Our net liabilities increased from
RMB2,013.7 million as of December 31, 2022 to RMB2,423.9 million as of December 31,
2023, primarily due to loss and other comprehensive loss for the year of RMB503.1 million,
partially offset by recognition of equity-settled share-based payment of RMB92.9 million. Our
net liabilities increased from RMB2,423.9 million as of December 31, 2023 to RMB3,675.9
million as of December 31, 2024, primarily due to loss and other comprehensive loss for the
year of RMB1,255.0 million. Our net liabilities increased from RMB3,675.9 million as of
December 31, 2024 to RMB3,897.2 million as of June 30, 2025, primarily due to (i) loss and
total comprehensive loss for the period of RMB308.2 million, and (ii) equity transfer between
shareholders of RMB54.5 million, partially offset by (i) recognition of equity-settled
share-based payment of RMB108.0 million, and (ii) capital contribution from shareholders of
RMB33.5 million. Our net liabilities position would turn into net assets upon Listing.
See “Financial Information — Discussion of Key Items of Consolidated Statements of
Financial Position” and “Appendi x I — Consolidated Statements of Changes in Equity.”
SUMMARY
–2 2–


--- page 33 ---
Selected Items from the Consolidated Statements of Cash Flow
The following table sets forth a summary of our cash flows for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net cash flows used in
operating activities /H1118/H1118/H1118/H1118/H1118(257,049) (194,768) (117,679) (72,754) (100,919)
Net cash flows used in
investing activities /H1118/H1118/H1118/H1118/H1118(4,467) (2,603) (912) (1,070) (171)
Net cash flows from/(used
in) financing activities /H1118/H1118/H111898,591 (15,062) (10,373) (5,964) 76,312
Cash and cash equivalents at
beginning of year/period /H1118 678,720 549,138 336,798 336,798 208,317
Effect of foreign exchange
rate changes, net /H1118/H1118/H1118/H1118/H1118/H111833,343 93 483 198 (154)
Cash and cash equivalents
at end of year/period /H1118/H1118/H1118549,138 336,798 208,317 257,208 183,385
We had net operating cash outflow of RMB257.0 million, RMB194.8 million, RMB117.7
million and RMB100.9 million in 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively, primarily due to our losses before tax as we incurred significant operating
expenses for the provision of our solutions, carrying out R&D and selling and marketing
activities, as well as administrative management. See “Financial Information — Liquidity and
Capital Resources.”
Our cash burn rate refers to the average monthly (i) net cash used in operating activities,
(ii) purchase of items of property, plant and equipment, and (iii) lease payment. Our historical
cash burn rate was RMB23.1 million, RMB17.7 million, RMB10.8 million and RMB17.5
million in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively, mainly
representing our expenditure in selling and marketing activities, R&D activities and
administrative management activities throughout the Track Record Period. We had relatively
higher cash burn rates in 2022 and 2023, primarily due to relatively higher selling and
marketing expenses in 2022 and the share-based payments in 2023.
Our cash burn rate in 2024 is representative compared to that in 2022, 2023, as it reflects
our operational and cost structure in the latest full year, particularly following the launch of our
FastAGI enterprise AI solution in November 2023, after which our business model gradually
stabilized.
SUMMARY
–2 3–


--- page 34 ---
We had cash and cash equivalents, financial assets at fair value through profit or loss and
pledged deposits of RMB185.0 million as of June 30, 2025. We estimate that we will receive
net proceeds of approximately HK$609.8 million after deducting the underwriting fees and
expenses payable by us in the Global Offering, and assuming an Offer Price of HK$26.66 per
Offer Share. Assuming that the average cash burn rate going forward will be similar to the cash
burn rate level in 2024, based on the underlying assumptions that (i) our workforce growth will
generally align with our business expansion, (ii) we do not expect substantial capital
investment, and (iii) we do not expect significant acquisitions of fixed assets, we estimate that
our cash and cash equivalents, financial assets at fair value through profit or loss and pledged
deposits as of June 30, 2025 will be able to maintain our financial viability for 17 months or,
if we take into account 10% of the estimated net proceeds from the Listing (namely, the portion
allocated for our working capital and other general corporate purposes), 22 months or, if we
also take into account the estimated net proceeds from the Listing, 69 months.
We will continue to monitor our cash flows from operations closely and maintain our
financial viability through a variety of means, including, among others, bank facilities and
external financings. We do not expect to have next round of financing before the Global
Offering.
We expect our costs and expenses to continue increasing as our business grows, but we
expect that our revenue growth will surpass that of our costs and expenses in the foreseeable
future.
Key Financial Ratios
The following table sets forth our key financial ratios for the periods/as of the dates
indicated:
As of/For the Y ear ended December 31,
As of/For the
six months
ended
June 30,
2022 2023 2024 2025
Revenue growth (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 28.4 88.3 118.4 (1)
Gross profit growth (%) /H1118/H1118/H1118/H1118/H1118/H1118N/A 75.2 143.7 120.9 (1)
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H111829.4 40.1 51.9 55.0
Net loss margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(652.2) (389.7) (516.6) (233.3)
Adjusted net loss margin
(Non-HKFRS measure) (%) /H1118 (222.9) (146.5) (39.7) (39.5)
Note:
(1) The revenue growth and gross profit growth for the six months ended June 30, 2025 are compared with
those for the same period of 2024.
See “Financial Information — Key Financial Ratios.”
SUMMARY
–2 4–


--- page 35 ---
BUSINESS SUSTAINABILITY
We have experienced strong revenue growth during the Track Record Period. Our revenue
increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million in 2023, and further
increased by 88.3% to RMB242.9 million in 2024, achieving a CAGR of 55.5% from 2022 to
2024. Our revenue also increased by 118.4% from RMB60.5 million in the six months ended
June 30, 2024 to RMB132.1 million in the same period of 2025. We have met the revenue
requirement of HK$250 million to qualify as a commercial company in 2024 as set out in Rule
18C.03(4) of the Listing Rules. Benefiting from the solid foundation we have built and the
momentum we have seized, we believe that we are able to maintain sustainability and growth
of our business. See “Business — Business Sustainability.”
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 26,632,000 H Shares are newly issued in the Global Offering,
and (ii) 326,632,000 Shares are issued and outstanding following the completion of the Global
Offering:
Based on an Offer Price of
HK$26.66 per Share
Market capitalization of our H Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$8,708.0 million
Unaudited pro forma adjusted net tangible assets per
Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$2.75 (RMB2.51)
Note:
(1) The calculation of market capitalization is based on 326,632,000 Shares expected to be in issue
immediately upon completion of the Conversion and the Global Offering.
For the calculation of the unaudited pro forma adjusted net tangible assets per Share
attributable to our Shareholders, see Appendix II in this prospectus.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB91.5 million (based on the Offer Price of HK$26.66 per Offer Share),
representing 14.2% of the gross proceeds of the Global Offering. During the Track Record
Period, we incurred listing expenses of RMB26.9 million. We expect to incur additional listing
expenses of approximately RMB64.6 million, of which approximately RMB26.8 million is
expected to be recognized in the consolidated statements of profit or loss as general and
administrative expenses and approximately RMB37.8 million is expected to be recognized as
a deduction in equity directly upon the Listing. Our Directors do not expect such expenses to
SUMMARY
–2 5–


--- page 36 ---
materially impact our results of operations in 2025. By nature, our listing expenses are
composed of (i) underwriting commission of approximately RMB40.5 million, and (ii)
non-underwriting related expenses of approximately RMB51.0 million, which consist of fees
and expenses of legal advisors and Reporting Accountant of approximately RMB21.4 million
and other fees and expenses of approximately RMB29.6 million.
FUTURE PLANS AND USE OF PROCEEDS
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$26.66 per Share, we estimate that we will receive net proceeds of approximately
HK$609.8 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 40.0% of the net proceeds, or HK$243.9 million, will be used for
enhancing our R&D capabilities in the next five years;
 approximately 30% of the net proceeds, or HK$182.9 million, will be used for the
expansion of our sales network and customer base in China, enhancing our
commercialization capabilities;
 approximately 15% of the net proceeds, or HK$91.5 million, will be used for
overseas business expansion;
 approximately 5% of the net proceeds, or HK$30.5 million, will be used for
potential investment, merger, and acquisition opportunities aimed at further
strengthening our core technological capabilities and solidifying our technological
strengths; and
 approximately 10% of the net proceeds, or HK$61.0 million, as working capital and
for general corporate uses.
See “Future Plans and Use of Proceeds.”
IMPACT OF COVID-19 PANDEMIC
Since the end of December 2019, the COVID-19 pandemic has materially and adversely
affected the global economy. In response, countries and regions worldwide, including mainland
China, implemented various measures to contain the virus’s spread, such as social distancing,
travel restrictions, quarantine and remote work.
Although the recurrence of the pandemic in 2022 temporarily affected the mobility of
certain operations — such as the extended implementation and delivery processes — and
prompted us to undertake measures to mitigate the impact on our business and financial
condition, including temporary office closures, remote work arrangements, and additional
SUMMARY
–2 6–


--- page 37 ---
support for R&D activities, we believe that COVID-19 did not have any material adverse
impact on our business and financial condition during the Track Record Period and up to the
Latest Practicable Date. This assessment is primarily based on the following considerations: (i)
we did not encounter difficulties in securing timely and sufficient supplies; (ii) we did not
experience significant disruption in the development and deployment of our solutions to
customers; and (iii) there was no material labor shortage attributable to the COVID-19
pandemic. As the COVID-19 pandemic has subsided since early 2023, we do not anticipate any
further material impact from COVID-19 going forward.
DIVIDENDS AND DIVIDEND POLICY
As of December 31, 2022, 2023, 2024 and June 30, 2025, no dividend was paid or
declared by our Company or other entities comprising our Group during the Track Record
Period. Any declaration and payment, as well as the amount of dividends, will be subject to our
Articles of Association and the relevant PRC laws. We currently do not have any fixed dividend
pay-out ratio. No dividend shall be declared or payable except out of our profits and reserves
lawfully available for distribution. As confirmed by our PRC Legal Advisor, according to
relevant PRC laws, any future net profit that we make will have to be first applied to make up
for our historically accumulated losses, after which we will be obliged to allocate 10% of our
net profit to our statutory common reserve fund until such fund has reached more than 50% of
our registered capital. We will, therefore, only be able to declare dividends after (i) all our
historically accumulated losses have been made up for, and (ii) we have allocated sufficient net
profit to our statutory common reserve fund as described above.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Subsequent to the Track Record Period, we experienced a steady growth in our business
and financial performance. We signed new contracts with 48 customers in July and August
2025, with contract value amounting to approximately RMB70.1 million. These customers
span across key industries including manufacturing, consumer goods and transportation. As of
August 31, 2025, the total order backlog amounted to RMB161.9 million, spanning 103
on-going projects. Nonetheless, the results of operations in any particular period are not
necessarily indicative of our future trends.
Our Directors have confirmed that up to the date of this prospectus there has been no
material adverse change in our financial or trading position or prospects since June 30, 2025
(being the date of our latest audited financial statements) and there has been no event since
June 30, 2025 which would materially affect the information shown in the Accountant’s Report
in Appendix I to this prospectus.
We expect that we will continue to record net loss in 2025 primarily due to (i) the
relatively higher change in fair value of redeemable liabilities, and (ii) share-based payments
made to recognize employee contributions and to attract and retain talents.
SUMMARY
–2 7–


--- page 38 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of Technical Terms”.
“affiliate” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on
April 8, 2025, which will become effective on the Listing
Date and as amended from time to time, a summary of
which is set out in “Appendix V — Summary of the
Articles of Association” to this document
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of our Board
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” a day (other than a Saturday, Sunday or public holiday)
on which banks in Hong Kong are generally open for
normal business to the public
“CAGR” compound annual growth rate
“Capital Market Intermediaries” the capital market intermediaries as named in “Directors
and Parties Involved in the Global Offering”
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China”, “Mainland China” or
“PRC”
the People’s Republic of China, and for the purpose of
this prospectus and for geographical reference only and
except where the context requires, references in this
prospectus to “China” and the “PRC” do not apply to
Hong Kong, Macau Special Administrative Region and
Taiwan
DEFINITIONS
–2 8–


--- page 39 ---
“close associate(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”, “our Company” or
“the Company”
Deepexi Technology Co., Ltd. (ʮ̡),
a limited liability company established under the laws of
the PRC on May 3, 2018 under the name of Beijing
Deepexi Technology Co., Ltd. (ʮ̡)
and converted into a joint stock limited company on April
8, 2025 under the current name
“Company Law” or
“PRC Company Law”
the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended, supplemented or otherwise modified
from time to time
“Compliance Advisor” SPDB International Capital Limited
“Concert Party Agreement” the acting-in-concert agreement dated October 31, 2020
entered into between Mr. Zhao and Mr. Y ang, pursuant to
which Mr. Y ang has irrevocably agreed to act in concert
with Mr. Zhao and follow his decisions in exercising his
vote at the shareholders’ meetings of our Company
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholders
Group”
refers to Mr. Zhao, Mr. Y ang, Deepexi Huachuang,
Deepexi Huaying and Deepexi Huichuang
“Conversion of Unlisted Shares
into H Shares”
the conversion of 300,000,000 Unlisted Shares in
aggregate held by all our existing Shareholders into H
Shares upon the completion of the Global Offering
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
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“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Deepexi Huachuang” T ianjin Deepexi Huachuang Enterprise Management
Consulting Partnership (Limited Partnership) (ဈ౷ശ௴
Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited partnership
established under the laws of the PRC on November 2, 2018,
and a member of the Controlling Shareholders Group
“Deepexi Huaying” Guangzhou Deepexi Huaying Enterprise Management
Consulting Partnership (Limited Partnership) ( ᄿψဈ౷
ശᙊΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established under the laws of the PRC on July
8, 2021, and a member of the Controlling Shareholders
Group
“Deepexi Huichuang” Zhuhai Deepexi Huichuang Enterprise Management
Consulting Company Limited ( मऎဈ౷ᅆ௴Άุ၍ଣፔ
ʮ̡), a limited liability company established
under the laws of the PRC on May 8, 2021, and a member
of the Controlling Shareholders Group
“Deepexi Huiying” Tianjin Deepexi Huiying Enterprise Management
Consulting Partnership (Limited Partnership) (ဈ౷
ᅆᙊΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established under the laws of the PRC on
November 2, 2018 and our former employee shareholding
platform which was dissolved on February 16, 2022
“Director(s)” the director(s) of our Company
“Unlisted Share(s)” share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, which is/are subscribed
for or credited as paid in Renminbi and not listed on any
stock exchange
“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ
), as amended, supplemented or
otherwise modified from time to time
“ESG” Environmental, Social and Corporate Governance
DEFINITIONS
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“Exchange Participant” a person (a) who, in accordance with the Rules of the
Hong Kong Stock Exchange, may trade on or through the
Hong Kong Stock Exchange; and (b) whose name is
entered in a list, register or roll kept by the Hong Kong
Stock Exchange as a person who may trade on or through
the Hong Kong Stock Exchange
“Existing WVR Structure” the weighted voting rights structure adopted by our
Company on November 7, 2020, pursuant to which, each
of the Shares held by Mr. Zhao and Mr. Y ang is entitled
to five votes, while each of the remaining Shares held by
other Shareholders is entitled to one vote, and which will
be terminated on the day immediately preceding the date
of the Listing
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“FINI” “Fast Interface for New Issuance”, an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings
“Frost & Sullivan” or
“Industry Consultant”
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., our
industry consultant
“Frost & Sullivan Report” the industry report commissioned by us and
independently prepared by Frost & Sullivan, summary of
which is set forth in the section headed “Industry
Overview” in this prospectus
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
DEFINITIONS
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“Group”, “our Group”, “we”,
“our” or “us”
our Company and 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)
“Guangzhou Deepexi” Deepexi Guangzhou Technology Co., Ltd. (Ҧ
ʮ̡), a limited liability company established under
the laws of the PRC on June 11, 2019 and a wholly-
owned subsidiary of our Company
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Hong
Kong Stock Exchange effective from January 1, 2024 (as
amended, supplemented or otherwise modified from time
to time)
“H Share(s)” share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, which is/are to be
subscribed for and traded in HK dollars and to be listed
on the Hong Kong Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“HK” or “Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website at www.hkeipo.hk
“HK eIPO White Form
Service Provider”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website at
www.hkeipo.hk
“HK$” or “Hong Kong dollars”
or “HK dollars” or “cents”
Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“HKFRS” Hong Kong Financial Reporting Standards issued by the
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
DEFINITIONS
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“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is an HKSCC
Participant to give electronic application instructions
via HKSCC’s FINI system to apply for the Hong Kong
Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted participating in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong Offer Shares” 1,331,600 H Shares (subject to reallocation as described
in “Structure and Conditions of the Global Offering”)
initially offered by our Company for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong at the Offer
Price (plus brokerage, SFC transaction levy, AFRC
transaction levy and Hong Kong Stock Exchange trading
fee), on and subject to the terms and conditions described
in “Structure and Conditions of the Global Offering —
The Hong Kong Public Offering”
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Takeovers Code”
or “Takeovers Code”
Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC
DEFINITIONS
–3 3–


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“Hong Kong Underwriters” the underwriters listed in “Underwriting — Hong Kong
Underwriters”, being the underwriters of the Hong Kong
Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated October 17, 2025,
relating to the Hong Kong Public Offering and entered
into by, among others, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Hong
Kong Underwriters and our Company as further
described in the section headed “Underwriting —
Underwriting Arrangements and Expenses” in this
prospectus
“Independent Third Party(ies)” person(s) or company(ies) and their respective ultimate
beneficial owner(s), who/which, to the best of our
Directors’ knowledge, information and belief, having
made all reasonable enquiries, is/are third party(ies)
independent of our Company and our connected persons
as defined under the Listing Rules
“International Offer Shares” 25,300,400 H Shares (subject to reallocation) initially
offered by our Company pursuant to the International
Offering
“International Offering” the conditional placing of the International Offer Shares
by the International Underwriters at the Offer Price
outside the United States in offshore transactions in
reliance on Regulation S, on and subject to the terms and
conditions of the International Underwriting Agreement,
as further described in “Structure and Conditions of the
Global Offering — The International Offering”
“International Underwriters” the international underwriters who are expected to enter
into the International Underwriting Agreement to
underwrite the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or about October
24, 2025 by, among others, our Company, the Overall
Coordinators and the International Underwriters, as
further described in “Underwriting — The International
Offering”
DEFINITIONS
–3 4–


--- page 45 ---
“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 Sponsor-Overall
Coordinators”
the joint sponsor-overall coordinators as named in
“Directors and Parties Involved in the Global Offering”
“Joint Sponsors” the joint sponsors as named in “Directors and Parties
Involved in the Global Offering”
“Latest Practicable Date” October 10, 2025, being the latest practicable date for the
purpose of ascertaining certain information contained in
this prospectus prior to its publication
“Listing” the listing of the H Shares on the Main Board of the Stock
Exchange
“Listing Committee” the listing sub-committee of the board of directors of the
Stock Exchange
“Listing Date” the date, expected to be on or about October 28, 2025, on
which the H Shares are listed on the Stock Exchange and
from which dealings in the H Shares are permitted to
commence on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended or
supplemented from time to time
“Main Board” the stock market (excluding the option market) operated
by the Stock Exchange which is independent from and
operated in parallel with GEM of the Stock Exchange
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
DEFINITIONS
–3 5–


--- page 46 ---
“Mr. Y ang” Mr. Y ang Lei ( เᆾ), our co-founder, executive Director
and president of our product and solution staff team
(PSST) and a member of the Controlling Shareholders
Group
“Mr. Zhao” Mr. Zhao Jiehui (ሾ), our founder, chairman of the
Board, executive Director and chief executive officer and
a member of the Controlling Shareholders Group
“NDRC” National Development and Reform Commission of the
PRC (ึ)
“Nomination Committee” the nomination committee of our Board
“Offer Price” the offer price per Offer Share (exclusive of brokerage,
SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee) of HK$26.66
“Offer Share(s)” the Hong Kong Offer Share(s) and/or the International
Offer Share(s), as the context may require
“Overall Coordinators” the overall coordinators as named in “Directors and
Parties Involved in the Global Offering”
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Legal Advisor” Haiwen & Partners, our legal advisor as to PRC law and
PRC data compliance law
“Pre-IPO Investments” the Pre-IPO investments in our Company undertaken by
the Pre-IPO Investors, details of which are set out in
“History, Development and Corporate Structure – Pre-
IPO Investments”
“Pre-IPO Investors(s)” the investor(s) who participated in our Pre-IPO
Investments, details of which are set out in “History,
Development and Corporate Structure – Pre-IPO
Investments”
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
DEFINITIONS
–3 6–


--- page 47 ---
“province” a province or, where the context requires, a provincial
level autonomous region or municipality, under the direct
supervision of the central government of the PRC
“Regulation S” Regulation S under the U.S. Securities Act
“Relevant Persons” the Company and its subsidiaries, together with its
investors and shareholders and persons who might,
directly or indirectly, be involved in permitting the
listing, trading, clearing and settlement of its shares,
including HKEx and related group companies
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of our Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕ
ശɛ͏΍ձ਷̮ි၍ଣ҅), the PRC governmental
agency responsible for matters relating to foreign
exchange administration, including local branches, when
applicable
“SAMR” State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅) (formerly known as State
Administration for Industry and Commerce of the PRC
(၍ଣᐼ҅))
“SASAC” State-owned Assets Supervision and Administration
Commission of the State Council of the PRC ( ʕ਷਷ਕ৫
ึ)
“SA T” State Administration of Taxation of the PRC (೼
ਕᐼ҅)
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and
Futures Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended or supplemented from
time to time
“Share(s)” ordinary shares in the capital of our Company with a
nominal value of RMB1.00 each
DEFINITIONS
–3 7–


--- page 48 ---
“Shareholder(s)” holder(s) of Shares
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“substantial shareholder(s)” has the meaning ascribed to it in the Listing Rules
“Track Record Period” the three years ended December 31, 2022, 2023 and 2024
and six months ended June 30, 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“U.S.” or “United States” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“US$”, “USD” or “U.S. dollars” United States dollars, the lawful currency for the time
being of the United States
“V A T” value-added tax
“%” per cent
Unless otherwise expressly stated or the context otherwise requires, all data in this
prospectus is as of the date of this prospectus.
The English names of the PRC entities, PRC laws or regulations, and the PRC
governmental authorities referred to in this prospectus are translations from their Chinese
names and are for identification purposes. If there is any inconsistency, the Chinese names
shall prevail.
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
DEFINITIONS
–3 8–


--- page 49 ---
This glossary of technical terms contains explanations of certain technical terms
used in this prospectus. As such, these terms and their meanings may not correspond to
standard industry meanings or usage of these terms.
“AI” artificial intelligence
“AI agent” a system enabled by agentic AI technology that operates
autonomously to perceive its environment, process
information and execute actions toward achieving
defined objectives, either as software or embedded within
hardware
“agentic AI” goes beyond content creation, capable of making
decisions, taking actions and adapting to changing
environments, and focusing on acting autonomously to
achieve specific goals with minimal human intervention
“API” application program interface, a computer programming
approach for facilitating exchange of information and
executing instructions between different computer
systems
“at scale” the ability of to deliver solutions that empower different
functions across the entire organization in a way that is
efficient and impactful
“CDC” change data capture, a software process that identifies
and tracks changes to data in a database
“data fusion” a process of integrating multiple data sources to produce
more consistent, accurate and useful information than
that provided by any individual data source
“data governance” the process of managing the availability, usability,
integrity and security of the data in enterprise systems
“data lake” a large repository that stores raw data in its original form
“data warehouse” an organized set of structured data designed for querying
and analysis
“distillation” a process of transferring knowledge from a large model to
a smaller one
GLOSSARY OF TECHNICAL TERMS
–3 9–


--- page 50 ---
“EAR” the Export Administration Regulations, 15 C.F.R. Parts
730-744
“ECCN” the Export Control Classification Number
“ETL” extract-transformation-load, referring to the general
procedure of extracting, transforming and loading data
from data sources to the destination system
“foundation models” AI models trained on vast, immense datasets and can
fulfill a broad range of general tasks
“full-stack data fabric” an integrated full process data management structure with
full-stack data capabilities including data storage,
management, development, governance and analysis
“generative AI” designed to create content ranging from text and images,
to codes, audio and even video by learning from vast
amounts of data and applying that knowledge to generate
new, original outputs that mimic human creativity
“hybrid retrieval” a process of combining different search indices and query
strategies to identify the most relevant information for a
given query
“lakehouse” a modern data architecture that creates a single platform
by combining the key functions of data lakes (large
repositories of raw data in its original form) and data
warehouses (organized sets of structured data)
“large model” a neural network architecture containing an ultra-large
scale of parameters (typically billions or more), enabling
it to process complex patterns and relationships across
massive datasets
“lighthouse customer(s)” a select group of client(s) being early adopter in an
industry vertical
“fine-tune” the process of further training a pre-trained model on a
smaller, targeted dataset to tailor it for specific
applications
“Iceberg” an open-source project for analytic SQL tables, designed
for high performance and ease of use
GLOSSARY OF TECHNICAL TERMS
–4 0–


--- page 51 ---
“IT” Information Technology
“KA customer(s)” key accounts customer(s), in the context of our Company,
refers to a category of key clients with revenue
contribution of RMB1.5 million or more in a single year
“KV Cache management” a memory optimization strategy that selectively caches
and reuses key-value pairs from previous sequence
tokens during autoregressive inference
“kWh” kilowatt hours, a unit for measuring electrical power,
meaning one kilowatt of power for one hour
“LLM” Large Language Model, an artificial intelligence system
trained on vast amounts of text data to understand,
generate and work with human language
“Math model” an abstract description of a concrete system using
mathematical concepts and language
“MCP” Model Context Protocol, an open protocol that enables
secure, two-way connections between data sources and
AI-powered tools
“MQL” metrics query language, our proprietary technology that
enables sophisticated data asset retrieval
“multi-modal data” data captured in multiple different formats e.g., text,
images, audio, video and other forms of sensory input
“open-source” a source code that is made freely available for possible
modification and redistribution
“Q&A” question and answer
“R&D” research and development
“RAG” retrieval-augmented generation, a technique that enables
generative artificial intelligence models to retrieve and
incorporate new information
“reinforcement learning” a technique used to adapt a pre-trained large model to
optimize behavior in a dynamic environment using a
reward and punishment mechanism
GLOSSARY OF TECHNICAL TERMS
–4 1–


--- page 52 ---
“SFT” supervised fine-tuning, a technique used to adapt a
pre-trained large model to a specific downstream task
using custom labeled dataset containing in depth
domain-specific knowledge
“SQL” a domain-specific language used in programming and
designed for managing data held in a relational database
management system, or for stream processing in a
relational data stream management system
“semi-structured data” data that has some defining or consistent characteristics
but does not conform to a rigid structure
“sq.m.” square meter
“structured data” data that uses a predefined and expected format
“tokenization/tokenizing” the process of converting a wide range of raw, complex
data (which may include textual data, images, documents
and formulas) into a format that large models can
comprehend and process while preserving the semantic
relationships and contextual nuances within the data,
laying the ground for large model training
“ton” the metric ton, a unit of weight, with one metric ton equal
to 1,000 kilogrammes or 2,204.6 pounds
“unstructured data” data with no predefined format or organization (such as
in the form of documents, images and videos and often
involving complex industry-specific knowledge),
comprising the majority of enterprise data and requiring
sophisticated data capabilities to govern and process
“VLM” Vision Language Model, an AI model that blend
computer vision and natural language processing
capabilities
GLOSSARY OF TECHNICAL TERMS
–4 2–


--- page 53 ---
This prospectus includes forward-looking statements. All statements other than
statements of historical facts contained in this prospectus, including, without limitation, those
regarding our future financial position, our strategy, plans, objectives, goals, targets and future
developments in the markets where we participate or are seeking to participate, and any
statements preceded by, followed by or that include the words “believe,” “expect,” “estimate,”
“predict,” “aim,” “intend,” “will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,”
“could,” “would,” “continue,” or similar expressions or the negative thereof, are forward-
looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control, which may cause our
actual results, performance or achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking
statements. These forward-looking statements are based on numerous assumptions regarding
our present and future business strategies and the environment in which we will operate in the
future. Important factors that could cause our actual performance or achievements to differ
materially from those in the forward-looking statements include, among others, the following:
 general political and economic conditions, including those related to the PRC;
 our business prospects and our ability to successfully implement our business plans
and strategies;
 future developments, trends and conditions in the industry and markets in which we
operate or into which we intend to expand;
 our capital expenditure plans;
 the actions and developments of our competitors;
 our financial condition and performance;
 our dividend policy;
 any changes in the laws, rules and regulations of the central and local governments
in the PRC and other relevant jurisdictions and the rules, regulations and policies of
the relevant governmental authorities relating to all aspects of our business and our
business plans;
 changes or volatility in interest rates, foreign exchange rates, equity prices or other
rates or prices, including those pertaining to the PRC and the industry and markets
in which we operate;
 various business opportunities that we may pursue; and
 capital market developments, changes in the global economic conditions and
material volatility in the global financial markets.
FORW ARD-LOOKING STATEMENTS
–4 3–


--- page 54 ---
Additional factors that could cause actual performance or achievements to differ
materially include, but are not limited to, those discussed under “Risk Factors” and elsewhere
in this prospectus. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management’s view only as of the date of this prospectus. We
undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this prospectus might not occur. All
forward-looking statements contained in this prospectus are qualified by reference to the
cautionary statements set out in this section.
FORW ARD-LOOKING STATEMENTS
–4 4–


--- page 55 ---
You should carefully consider all of the information in this prospectus, including the
risks and uncertainties described below, before making an investment in our H Shares.
The following is a description of what we consider to be our material risks. 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 is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in the section
headed “Forward-Looking Statements” in this prospectus.
We believe there are certain risks and uncertainties involved in our operations, some of
which are beyond our control. We have categorized these risks and uncertainties into: (i) risks
relating to the R&D of our solutions; (ii) risks relating to the commercialization of our
solutions; (iii) risks relating to our intellectual property rights; (iv) risks relating to our
financial condition and need for additional capital; (v) risks relating to our general operations;
(vi) risks relating to doing business in the country where we operate; and (vii) risks relating
to the Global Offering.
Additional risks and uncertainties that are presently not known to us or not expressed or
implied below or that we currently deem immaterial could also harm our business, financial
condition and operating results. Y ou should consider our business and prospects in light of the
challenges we face, including the ones discussed in this section.
RISKS RELATING TO THE R&D OF OUR SOLUTIONS
The industry in which we operate is characterized by constant development. If we fail to
continuously improve our technology and provide innovative solutions that meet the
expectations of our customers, our business, financial condition and prospects may be
materially and adversely affected.
The enterprise large model AI application solution industry in which we operate is
characterized by constant development, including rapid technological evolution, frequent
introductions of new solutions, continual shifts in customer demands and constant emergence
of new industry standards and practices. Thus, our success will depend, in part, on our ability
to respond to these changes in a cost-effective and timely manner. We need to constantly
anticipate the emergence of new technologies and assess their market acceptance. We may
encounter significant unexpected technical challenges, or delays in completing the
development of new and enhanced solutions in a cost-efficient manner, which require us to
invest significant resources in R&D and also require that we:
 design innovative, accurate and efficiency-enhanced features and functions that
differentiate our solutions from those of our competitors;
RISK FACTORS
–4 5–


--- page 56 ---
 continuously improve the advancement of our technologies;
 cooperate effectively on new designs and development with our customers, suppliers
and partners;
 respond effectively to technological changes and the new product and solution
announcements by our competitors; and
 adjust to changing customer requirements, market conditions and regulatory
landscape quickly and cost-effectively.
Considering the rapid advancement of technology, there is a risk that we may not be able
to upgrade our technologies promptly, efficiently or cost-effectively, if at all. In addition, new
technologies could render our technologies, products or solutions obsolete or unattractive. As
a result, our business, results of operations and prospects may be materially and adversely
affected.
We have been and intend to continue investing significantly in R&D. If we are unable to
generate commercial returns from our R&D investments, our business, financial
condition, results of operations and prospects may be materially and adversely affected.
We are focusing our R&D efforts in developing our solutions. We have been investing
heavily in our R&D efforts. Our research and development expenses were RMB94.2 million,
RMB82.3 million, RMB81.4 million, RMB24.1 million and RMB58.2 million in 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, respectively, representing 93.7%,
63.8%, 33.5%, 39.9% and 44.1% of our total revenue in the respective periods. The industry
in which we operate is subject to rapid technological changes and is evolving quickly in terms
of technological innovation. We need to invest significant resources, including financial
resources, in R&D to make technological advances in order to expand our offerings and make
our solutions innovative and competitive in the market. As a result, we may continue to incur
significant R&D expenses in the future.
However, we cannot guarantee that our efforts will result in commercially viable products
or solutions, or that we will be able to monetize our R&D investments as anticipated.
Development activities are inherently uncertain, and we may not be able to obtain and retain
sufficient resources including qualified R&D personnel. Even if we succeed in our R&D efforts
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, products or solutions that we are developing or expect to develop
in the future obsolete or unattractive, thereby limiting our ability to recover related product and
solution development costs, which could result in a decline in our revenues, profitability and
market share.
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We entered into outsourced R&D arrangements with certain business partners for R&D
projects. The termination of any collaboration with our business partners may materially
and adversely affect our business, financial condition and prospects.
We from time to time engage independent technology companies for certain outsourced
R&D arrangements. In 2022, 2023, 2024 and six months ended June 30, 2025, we engaged in
R&D collaborations with four, four, eight and fourteen outsourcing partners, respectively,
incurring relevant R&D expenses of RMB1.0 million, RMB0.3 million, RMB6.9 million and
RMB14.6 million during the same periods. See “Business — Research and Development —
Outsourced Data Labeling and Solutions Testing Service Arrangements.” Such arrangements
may reduce our direct control over the quality, development and deployment of our solutions.
There can be no assurance that our business partners or third-party vendors will continue to
collaborate with us on commercially reasonable terms or at all. Moreover, there can be no
assurance that we will be able to establish new business partner relationships, or extend
existing relationships with our business partners when our agreements with them expire. If we
are unable to maintain our collaborations with our key business partners in relation to R&D
projects and other initiatives, our business, financial condition and prospects could be
adversely affected.
RISKS RELATING TO THE COMMERCIALIZATION OF OUR SOLUTIONS
If we are unable to compete effectively, our business, financial condition and prospects
may be materially and adversely affected.
While the enterprise large model AI application solution market is in an early stage of
development, it is, and is expected to be, increasingly competitive. We currently face and may
face more intense competition from other companies. Our competitors may have better
financial, technological or marketing resources, greater brand recognition, better supplier
relationships, or have the capacity to expand large customer bases more quickly than we do.
As a result, our competitors may be able to respond more quickly and effectively to new or
changing opportunities, technologies, standards or customer requirements than us and may
have the ability to initiate or withstand significant regulatory changes and industry evolvement.
Competition from our competitors may also result in continued pricing pressures, which may
lead to price reductions in certain of our product, solution or service lines, and may, in turn,
materially and adversely affect our profitability and market share.
In addition, new competitors or alliances may emerge with greater market share, larger
customer bases, more widely adopted proprietary technologies, greater marketing expertise,
greater financial resources and larger sales forces than us, which could put us at a competitive
disadvantage. In light of these factors, even if our products, solutions and services are more
effective than those of our competitors, current or potential customers may accept competitive
products, solutions or services in lieu of ours. If we are unable to successfully compete in the
market, our business, financial condition and prospects may be materially and adversely
affected.
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We have a limited track record in mass commercialization of our solutions.
We have a limited track record in launching, sales and marketing and mass
commercialization of our solutions. Our ability to successfully mass commercialize our
solutions may involve more inherent risks, take longer time and incur higher cost than it would
if we were a company with longer track record in launching and marketing. In particular, the
commercialization of new solutions requires additional resources.
Due to our limited track record in mass commercialization of our solutions, we cannot
guarantee that our efforts in seeking customer selection of our solutions will succeed, that the
sales results of our solutions will meet our forecast, that third parties will deploy and operate
our solutions effectively and meet overall user experience, or that be able to fully maintain
quality control over our solutions, which, individually or collectively, would materially and
adversely affect the mass commercialization of our solutions, and, in turn, would materially
and adversely affect our business and results of operations.
Our sales and marketing efforts are crucial to our business, but there is no guarantee that
our efforts will continue to be successful.
Our results of operations may fluctuate, in part, because of the intensive nature of our
sales efforts and the length and unpredictability of our sales cycle. We may invest significant
effort from the time of our initial contact with a customer to the time when they choose to
purchase or incorporate our solutions into their systems, such as evaluating the specific
organizational needs of our potential customers and educating these potential customers about
the technical capabilities and value of our solutions. However, there can be no assurance that
our efforts to market and sell our solutions will succeed, that the sales results of our solutions
will meet our forecast, or that customers will deploy and utilize our solutions effectively and
meet overall user experience.
The success of our sales and marketing efforts depends on our ability to attract, motivate
and retain qualified and professional employees who have, among other things, adequate
industry knowledge to communicate effectively with technical professionals, sufficient
experience in sales and marketing, and extensive industry connections. However, competition
for experienced sales and marketing personnel is intense. If we are unable to attract, motivate
and retain a sufficient number of qualified sales and marketing personnel to support our
business, our mass commercialization of our solutions may be adversely affected.
Our results of operations depend on sales to enterprise customers, which make product
purchasing decisions based in part on factors, or perceived factors, not directly related to the
features of the solutions, including, among others, that customer’s projections of business
growth, uncertainty about economic conditions, capital budgets and anticipated cost savings
from the implementation of our solutions, potential preference for such customer’s internally-
developed software solutions, perceptions about our business and solutions, more favorable
terms offered by potential competitors and previous technology investments. In addition,
certain decision-makers and other stakeholders within our potential customers tend to have
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vested interests in the continued use of internally developed or existing software, which may
make it more difficult for us to sell our solutions. As a result of these and other factors, our
sales efforts typically require an extensive effort throughout a customer’s organization, a
significant investment of human resources, expense and time, and there can be no assurances
that we will be successful in making a sale to a potential customer. If our sales efforts to a
potential customer do not result in sufficient revenue to justify our efforts, our business,
financial condition and results of operations could be adversely affected.
If we fail to retain existing customers, attract new customers or increase the spending by
existing customers, our business, financial condition and prospects may be materially and
adversely affected.
We have been expanding our customer base to cover various verticals. Our abilities to
retain existing customers, attract new customers, as well as increase the spending by our
customers depend on a number of factors, including our ability to offer more solutions that
address the needs of our customers at competitive prices, the strength of our technologies and
the effectiveness of our sales and marketing efforts. If we fail to retain existing customers or
attract new customers, we may not be able to grow our revenue as quickly as we anticipate, or
at all. As our customer base grows and diversifies into other verticals, we may be unable to
provide customers with solutions that meet the specific demand of such customers, and we may
be unable to provide quality customer support, which could result in customer dissatisfaction,
decreased overall demand for our solutions and loss of expected revenue. In addition, our
inability to meet customer service expectations may damage our reputation and could
consequently limit our ability to retain existing customers and attract new customers, which
would materially and adversely affect our business, financial condition and prospects.
The size of our addressable markets and the demand for our solutions may not increase
as rapidly as we anticipate due to a variety of factors, which would materially and
adversely affect our business, results of operations, financial condition and prospects.
We are pursuing opportunities in markets that are undergoing rapid changes, including
technological and regulatory changes, and it is difficult to predict the timing and size of the
opportunities for each of our solutions. Our future financial performance will depend on our
ability to make timely investments in the correct market opportunities. If one or more of these
markets experience a shift in customer or prospective customer demand, then our solutions may
not compete as effectively, if at all, and they may not be incorporated into commercialized end
customer solutions. Given the evolving nature of the markets in which we operate, it is difficult
to predict customer demand for our solutions or the future market growth. The addressable
markets for our solutions may be smaller than we have estimated, our future growth
opportunities and sales growth may be smaller than we estimate, and our future business,
results of operations and financial condition may be materially and adversely affected. Even if
the markets in which we operate grow substantially, there is no guarantee that demand for our
solutions will correlate with that growth if we fail to effectively pursue such opportunities.
There is also no guarantee that our business will be successful simply because of the future
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addressable markets of our solutions, or because of the trends of the addressable markets of our
solutions. If demand does not develop or if we cannot accurately forecast customer demand,
our future business, results of operations and financial condition would be materially and
adversely affected.
If our expansion into new verticals is not successful, our business, prospects and growth
momentum may be materially and adversely affected.
We aim to provide innovative enterprise data intelligence and AI solutions to address
diversified needs of our customers across various verticals. We have a track record of
successfully expanding into new verticals. We cannot assure you, however, that we will be able
to maintain this momentum in the future. Expanding into new verticals involves new risks and
challenges. Unfamiliarity with new verticals may make it more difficult for us to keep pace
with evolving customer demands and preferences. In addition, there may be one or more
existing market leaders in any vertical that we decide to expand into. Such companies may be
able to compete more effectively than us by leveraging their experience in doing business in
that vertical as well as their deeper industry insight and greater brand recognition. We could
be subject to additional regulatory restrictions that are relevant to these businesses. Expansion
into any new vertical may place significant strain on our management and resources, and
failure to expand successfully could have a material adverse effect on our business and
prospects.
Any failure of our solutions to perform as required, or any failure by us to offer
high-quality customer services could harm our business, financial condition and
prospects.
Our solutions are complex and are deployed in a wide variety of heterogeneous
environments. Implementing our solutions can be a complex and lengthy process since we
often tailor our solutions to a customer’s unique environment. Inability to meet the unique
customer demands may result in customer dissatisfaction or damage to our reputation, which
could materially harm our business. Further, the proper use of our solutions requires training
of the customer and the initial or ongoing support of our technical personnel as well as
maintenance services over the contract term. If training and ongoing services require more of
our expenditures than we originally estimated, our margins will be lower than projected. As we
continue to grow our business and customer base, we need to be able to continue to provide
efficient support and effective maintenance that meets our customer demands at scale. We may
not be able to recruit or retain sufficient qualified personnel with experience in supporting
customers of our solutions. As a result, we may be unable to quickly respond to accommodate
short-term increases in customer demand for technical support or maintenance assistance,
which may result in customer dissatisfaction or damage to our reputation. Furthermore, if
customer personnel are not well trained in the use of our solutions, customers may defer the
deployment of our solutions, may deploy them in a more limited manner than originally
anticipated, or may not deploy them at all.
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In addition, if our customers do not use our solutions correctly or as intended, inadequate
performance or outcomes may result. It is possible that our solutions may also be intentionally
misused or abused by customers or their employees or third parties who obtain access and use
of our solutions. Because our customers rely on our solutions to address important business
goals and challenges, the incorrect or improper use or configuration of our products, solutions
and maintenance services, failure to properly train customers on how to efficiently and
effectively use our solutions, or failure to properly provide implementation or analytical or
maintenance services for our customers may result in contract terminations or non-renewals,
reduced customer payments, negative publicity or legal claims against us.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
We may not be able to obtain or maintain adequate intellectual property protection for
our technologies and solutions, or the scope of such intellectual property protection may
not be sufficiently broad.
Our success depends in a part on our ability to protect our proprietary technology and
solutions from competition by obtaining, maintaining and enforcing our intellectual property
rights, including patent rights. We have been protecting the proprietary technologies that we
consider commercially important by, among others, filing patent applications in the PRC. As
of June 30, 2025, we owned 43 registered patents in China. See “Business — Intellectual
Property.” The patent application process may be expensive and time-consuming, and we may
not be able to file and prosecute all necessary or desirable patent applications at a reasonable
cost or in a timely manner, if at all. In addition, we may fail to identify patentable aspects of
our R&D outputs before it is too late to obtain patent protection. As a result, we may not be
able to prevent competitors from developing and commercializing competitive solutions in all
such fields.
Specifically, patents may be invalidated, and patent applications may not be granted for
several reasons, including known or unknown prior deficiencies in the patent application or the
lack of novelty of the underlying invention or technology. As such, we do not know the degree
of future protection that we will have on our proprietary technologies, if any, and we may not
be able to obtain adequate intellectual property protection with respect to our solutions.
Even if our patent applications are granted as patents, they may not be issued in a manner
that offers any substantial protection, prevent competitors from competing with us or otherwise
provide us with any competitive advantage. Our competitors may be able to circumvent our
patents by developing similar or alternative technologies, products or solutions in a
non-infringing manner. The issuance of a patent is not conclusive as to its inventor, scope,
validity or enforceability, and our patents may be challenged in the courts or patent offices.
Further, although various extensions may be available, the life of a patent and the protection
it affords are limited. For example, in the PRC, invention patents and utility model patents are
valid for 20 years and ten years from the date of application, respectively. We may face
competition for any solution even if we successfully obtain patent protection once the patent
life has expired for the solution.
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Any of the foregoing could materially and adversely affect our business, results of
operations, financial condition, competitive position and prospects.
Unauthorized use of our intellectual properties by third parties may harm our brand and
reputation and may materially and adversely affect our business. We may become
involved in lawsuits to protect or enforce our intellectual property, which could be
expensive, time-consuming and unsuccessful. Our intellectual property rights relating to
our solutions could be found invalid or unenforceable if being challenged.
Competitors may infringe, misappropriate or violate our intellectual property rights.
Unauthorized use of our intellectual properties by third parties may harm our brand and
reputation and may materially and adversely affect our business. In addition, to counter
infringement or unauthorized use, litigation may be necessary in the future to enforce or defend
our intellectual property rights, to protect our trade secrets or to determine the validity and
scope of our own intellectual property rights. This can be expensive and time-consuming. Any
claims that we assert against perceived infringers could also provoke these parties to assert
counterclaims against us alleging that we infringe their intellectual property rights. Many of
our current and potential competitors have the ability to dedicate substantially greater
resources to enforce and/or defend their intellectual property rights than we do. Accordingly,
despite our efforts, we may not be able to prevent third parties from infringing upon or
misappropriating our intellectual property. An adverse result in any litigation proceeding could
put our intellectual properties, as well as any intellectual properties that may issue in the future
from our pending intellectual property applications, at risk of being invalidated, held
unenforceable or interpreted narrowly.
Furthermore, because of the substantial amount of discovery required in connection with
intellectual property litigation, some of our confidential information could be compromised by
disclosure during this type of litigation. Defendant counterclaims alleging invalidity or
unenforceability are commonplace, and can be asserted on numerous grounds. Third parties
may also raise similar claims before administrative bodies in China or abroad, even outside the
context of litigation. Such proceedings could result in revocation or amendment to our
intellectual properties in such a way that they no longer cover and protect our solutions. The
outcome following legal assertions of invalidity and unenforceability is unpredictable.
If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability,
we would lose at least part, and perhaps all, of the intellectual property protection on our
solutions. Such a loss of intellectual property protection could materially and adversely affect
our business.
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If third parties claim that we infringe upon their intellectual property rights, we may
incur liabilities and may have to redesign or discontinue selling the solutions involved.
Some of our competitors have large intellectual property portfolios, and may claim that
our expected commercial use of our solutions have infringed their intellectual properties. These
intellectual properties have broad claims, so it might be alleged that certain features of our
solutions fall within the claims of such intellectual properties. Therefore, our competitors may
initiate legal proceedings alleging that we are infringing, misappropriating or violating their
intellectual property rights in connection with the commercialization of the relevant solutions.
Our competitors may use intellectual property litigation to gain a competitive advantage.
Whether a solution infringes the intellectual property involves an analysis of complex legal and
factual issues, the determination of which is often uncertain. 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. Any
claims of patent or other intellectual property infringement, regardless of their merit, could:
 be expensive and time-consuming to defend;
 require us to pay substantial damages to third parties;
 forbid us from making or selling solutions that incorporate the challenged
intellectual property;
 require us to redesign, reengineer or rebrand our solutions;
 require us to enter into royalty or licensing agreements in order to obtain the right
to use a third-party’s intellectual property, such agreements may not be available on
terms acceptable to us or at all;
 divert the attention of our management; or
 result in customers terminating, deferring or limiting their purchase of the affected
solutions until resolution of the litigation.
In addition, new intellectual properties obtained by our competitors could threaten the
continued life of the solution in the market even after it has already been introduced.
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There could be existing intellectual property of which we are not aware that our
operations and business may inadvertently infringe. In particular, we use open-source public
datasets in training our AI technology. Those open-source public datasets are developed and
published by third parties on reputable sources such as Hugging Face or Github. Along with
the publication of those datasets, the publishers and developers typically release their terms of
use. During the Track Record Period, we have examined the license terms of the open-source
public datasets we use to confirm that commercial use is not prohibited. However, there
remains a risk that resources and data contained in those open-source public datasets may
contain intellectual property owned by third parties other than the publishers and developers.
During the Track Record Period, we have cleaned and refined the public data we use to avoid
using data marked with a “copyright” notice. If we inadvertently use such protected content
without proper authorization, we may be exposed to claims of intellectual property
infringement. This could result in significant legal costs and damages, and could adversely
affect our reputation and business operations. We cannot assure you that we will not become
subject to intellectual property laws in other jurisdictions. If a claim of infringement brought
against us in another jurisdiction is successful, we may be required to pay substantial penalties
or other damages and fines or enter into license agreements which may not be available on
commercially reasonable terms or at all, or we may be subject to injunctions or court orders.
Even if allegations or claims lack merit, defending against them could be both costly and
time-consuming and could significantly divert the efforts and resources of our management and
other personnel.
Obtaining and maintaining our intellectual property protection depends on compliance
with various procedural, documentary, fee payment and other requirements imposed by
governmental agencies, and our intellectual property protection could be reduced or
eliminated for noncompliance with these requirements.
The governmental agencies require compliance with a number of procedural,
documentary, fee payment and other similar provisions during the intellectual property
application process and over the lifetime of the intellectual property. In 2022, 2023, 2024 and
six months ended June 30, 2025, our costs incurred in relation to the application, maintenance
and protection of intellectual properties amounted to RMB1.0 million, RMB1.5 million,
RMB1.4 million and RMB0.6 million, respectively. Non-compliance events, including failure
to respond to official actions within prescribed time limits, non-payment of periodic
maintenance fees and failure to properly legalize and submit formal documents, can result in
abandonment or lapse of the intellectual property or intellectual property application, leading
to partial or complete loss of intellectual property rights in the relevant jurisdiction. In any
such event, our competitors might be able to enter the market, which would materially and
adversely affect our business.
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Changes in intellectual property law could diminish the value of intellectual properties in
general, thereby impairing our ability to protect our solutions.
The scope of intellectual property protection is uncertain. Changes in either the
intellectual property laws or their interpretation may diminish our ability to protect our
inventions, obtain, maintain, defend, and enforce our intellectual property rights and, more
generally, could affect the value of our intellectual property or narrow the scope of our
intellectual property rights. We cannot predict whether the intellectual property applications we
are currently pursuing and may pursue in the future will be issued as intellectual property rights
in any particular jurisdiction or whether the claims of any future granted intellectual properties
will provide sufficient protection from competitors. The coverage claimed in an intellectual
property application can be significantly reduced before the intellectual property right is
issued, and its scope can be reinterpreted after issuance.
We may be unable to protect the confidentiality of our trade secrets, and we may be
subject to claims that our employees or third parties have wrongfully used or disclosed
alleged trade secrets owned by others.
In addition to our issued intellectual properties and pending intellectual property
applications, we rely on trade secrets, including unpatented know-how, technology and other
proprietary information, to protect our solutions and thus maintain our competitive position.
We protect these trade secrets, in part, by entering into non-disclosure and confidentiality
agreements, non-compete covenants or including such undertakings in the agreements with
parties that have access to them. We also enter into employment agreements with our
employees that include undertakings regarding assignment of inventions and discoveries.
Nevertheless, there can be no guarantee that an employee or a third party will not make an
unauthorized use or disclosure of our proprietary confidential information intentionally or
inadvertently. It is possible that a competitor will gain access to such information and make use
of such information, and that our competitive position will be compromised, in spite of any
legal action we might take against persons making such unauthorized disclosures. In addition,
to the extent that our employees or business partners use intellectual property owned by others
in their work for us, disputes may arise as to the rights in related or resulting know-how and
inventions.
Trade secrets are difficult to protect. Our employees or business partners might
intentionally or inadvertently disclose our trade secret information to competitors, or our trade
secrets may otherwise be misappropriated. Enforcing a claim that a third party illegally
obtained and is using any of our trade secrets is expensive and time-consuming, and the
outcome is unpredictable.
We may not be able to protect our intellectual property rights globally.
Filing, prosecuting and defending patents on our technologies and solutions can be
extremely expensive and time-consuming. We may also encounter difficulties in protecting and
defending such rights in overseas jurisdictions. Consequently, we may not be able to prevent
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third parties from practicing our inventions in all countries and regions outside the jurisdictions
where we registered our intellectual properties. Competitors may use our technologies and
solutions in jurisdictions where we have not obtained intellectual property protection to
develop their own technologies and solutions.
Many companies have encountered significant problems in protecting and defending
intellectual property rights in overseas jurisdictions. The legal systems of many other countries
and regions do not favor the enforcement of patents and other intellectual property protection,
which could make it difficult for us to stop the infringement of our intellectual properties in
such countries.
Proceedings to enforce our patent rights in overseas jurisdictions could result in
substantial cost and divert our resources and attention from other aspects of our business, could
put our patents at risk of being invalidated or interpreted narrowly and our patent applications
at risk of rejection, and could provoke third parties to assert claims against us. We may not
prevail in lawsuits that we initiate or be awarded the damages or other remedies, if any, as we
deem sufficient. Accordingly, our efforts to enforce our intellectual property rights around the
world may be inadequate to obtain a significant commercial advantage from the intellectual
properties involved.
RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR
ADDITIONAL CAPITAL
We may not be able to sustain our historical growth rates, and our historical growth may
not be indicative of our future growth or financial results.
We have achieved growth during the Track Record Period. Our revenue increased by
28.4% from RMB100.5 million in 2022 to RMB129.0 million in 2023 and further increased by
88.3% to RMB242.9 million in 2024. However, there is no assurance that we will be able to
maintain our historical growth rates in future periods. Our growth relies on a number of factors,
including overall economic growth, development of the AI and related industry, accumulation
of AI experts in China, awareness of enterprises to deploy AI applications, our investment in
technology innovation and AI solutions, our ability to attract and retain our customers, our
ability to create value for users with our innovative enterprise data intelligence and AI
solutions, our ability to manage our costs and enhance operating leverage. We cannot assure
you that we will be able to effectively manage our growth or implement our business strategies.
If the market for our solutions does not develop as we expect or if we fail to address the needs
of this dynamic market, our business, results of operations and financial condition will be
materially and adversely affected.
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We have incurred significant net losses during the Track Record Period and may not be
able to achieve or subsequently maintain profitability in the near future. We also had
deficit during the Track Record Period.
In 2022, 2023, 2024 and six months ended June 30, 2025, we incurred net losses of
RMB655.2 million, RMB502.9 million, RMB1,255.0 million and RMB308.2 million,
respectively. In addition, we recorded total deficit of RMB2,013.7 million, RMB2,423.9
million, RMB3,675.9 million and RMB3,897.2 million, respectively. We expect to continue to
incur losses for the foreseeable future as we continue investing significantly in R&D efforts
and expand our business globally. In addition, we will continue to incur costs associated with
operating as a public company going through a period of rapid growth. The size of our future
net losses will depend, in part, on the number and scope of our R&D projects and the associated
costs of those projects, the cost of commercializing any solutions, our ability to generate
revenues and the timing and amount of milestones and other payments we make or receive with
or through arrangements with third parties. We may not be able to achieve or subsequently
maintain profitability in the future. Even if we achieve profitability in the future, we may not
be able to sustain profitability in subsequent periods. Our failure to become and remain
profitable would decrease the value of our Company and could impair our ability to raise
capital, maintain our R&D efforts, expand our business or continue our operations. As a result,
you may lose substantially all of your investment in us if our business fails.
We had net current liabilities and net liabilities and recorded net operating cash outflows
historically which may continue into the foreseeable future and expose us to liquidity risk.
We recorded net current liabilities and net liabilities throughout the Track Record Period.
Our net current liabilities amounted to RMB2,039.3 million, RMB2,448.6 million,
RMB3,686.6 million and RMB3,910.8 million, respectively, as of December 31, 2022, 2023,
2024 and six months ended June 30, 2025. Our net liabilities amounted to RMB2,013.7 million,
RMB2,423.9 million, RMB3,675.9 million and RMB3,897.2 million, respectively, as of
December 31, 2022, 2023, 2024 and six months ended June 30, 2025. The net current liabilities
and net liabilities positions as of December 31, 2022, 2023 and 2024 were primarily due to (i)
an increase in the shares with preferential rights we issued to our Pre-IPO Investors, and (ii)
a decrease in cash and cash equivalents. A net current liabilities position can expose us to the
risk of shortfalls in liquidity, in which case our ability to raise funds, obtain bank loans and
declare and pay dividends will be materially and adversely affected. We recorded net cash
outflow from operating activities of RMB257.0 million, RMB194.8 million, RMB117.7 million
and RMB100.9 million in 2022, 2023, 2024 and six months ended June 30, 2025, respectively.
See “Financial Information — Liquidity and Capital Resources — Cash Flow.” We cannot
assure you that we will always be able to match the timing and amount of our cash inflows with
the timing and amounts of our payment obligations and other cash outflows. Negative
operating cash flow may require us to obtain additional financing to meet our financing needs
and obligations and support our expansion plans. In the event that we are unable to generate
sufficient cash flow from our operations or otherwise obtain sufficient external funds to finance
our business, our liquidity and financial condition may be materially and adversely affected
and we may not be able to expand our business as expected. We cannot assure you that we will
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have sufficient cash from other sources to fund our operations. If we resort to other financing
activities, we will incur additional financing costs, and we cannot guarantee that we will be
able to obtain the financing on terms acceptable to us, or at all. As a result, our business,
financial condition and results of operations may be materially and adversely affected. We
cannot guarantee that prospective business activities of our Group and/or other matters beyond
our control (such as market competition and changes to the macroeconomic environment) will
not adversely affect our operating cash flow and lead to net operating cash outflows in the
future. If we encounter long-term and continuous net operating cash outflow in the future, we
may not have sufficient working capital to cover our operating costs, and our business,
financial position and results of operations may be materially and adversely affected.
We are subject to credit risk related to delay in payment and defaults of customers, which
would 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, 2022, 2023, 2024 and June 30, 2025, our trade and bills
receivables amounted to RMB41.0 million, RMB74.4 million, RMB166.2 million and
RMB146.8 million, respectively. As of December 31, 2022, 2023, 2024 and June 30, 2025, we
recorded the impairment loss of RMB4.4 million, RMB10.1 million, RMB18.8 million and
RMB16.9 million, respectively. We experienced an increase in our trade receivables and
turnover days of trade receivables during the Track Record Period. In 2022, 2023, 2024 and six
months ended June 30, 2025, our trade receivables turnover days were 146 days, 181 days, 199
days and 237 days, respectively. See “Financial Information — Discussion of Key Items of
Consolidated Statements of Financial Position — Current Assets and Liabilities — 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 may not be able to raise adequate capital to finance our business or R&D strategies,
or we may be able to do so only on terms that significantly restrict our ability to operate
and grow our business.
We believe our cash and cash equivalents on hand, together with cash we expect to
generate from future operations, will be sufficient to meet our working capital and capital
expenditure requirements during the next 12 months. However, the implementation of our
business strategy requires a substantial outlay of capital. As we pursue our business strategies
and seek to respond to developments in our business and opportunities and trends in our
industry, our actual capital expenditures may differ from our expected capital expenditures. No
assurances can be given that our available funds and cash flow from operations will be
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sufficient to meet our cash needs for the future, or that we will not require additional equity
or debt financing. If we determine we need to obtain additional funds through external
financing and are unable to do so, we may be prevented from fully implementing our business
or R&D strategy.
We are subject to the risk of exposure to fair value change for our financial assets at fair
value through profit or loss (“FVTPL”) and equity investments designated at fair value
through other comprehensive income (“FVOCI”) and valuation uncertainty due to the use
of unobservable inputs.
Our financial assets at FVTPL and equity investments designated at FVOCI are measured
at fair value, determined using significant unobservable inputs and valuation techniques. As of
December 31, 2022, 2023, 2024 and June 30, 2025, our equity investments designated at
FVOCI amounted to RMB1.2 million, nil, nil and nil, respectively, representing our unlisted
equity investment at fair value in Jiangxi Galaxies Information Technology Co., Ltd.. The
value of these equity instruments can fluctuate due to various factors, such as market volatility,
changes in interest rates, shifts in our creditworthiness and other market-driven variables. The
valuation of these financial assets and equity instruments can be highly uncertain, especially
when unobservable inputs are used in valuation models. These inputs might not accurately
reflect actual market conditions or could be based on assumptions that may not materialize,
leading to potential discrepancies between the recorded fair value and the price we might
obtain in an actual transaction. Any changes in the fair value change of financial assets at
FVTPL may adversely affect our profit and loss statements, potentially impacting our overall
financial condition and results of operations. Our results of operations are affected by changes
in the fair value of our financial assets. As of December 31, 2022, 2023, 2024 and June 30,
2025, our financial assets at FVTPL amounted to nil, nil, RMB0.4 million and RMB0.4 million,
respectively, representing our equity interests in a listed company. There can be no assurance
that we will recognize fair value gains from financial assets in the future.
Fair value measurements for certain of our financial assets and financial liabilities are
categorized into Level 3, which involve the use of unobservable inputs. As a result, Level 3 fair
value measurements require us to apply significant estimates and assumptions with respect to
the relevant financial assets.
We may be subject to inventory obsolescence risk and liquidity risk due to a long cash
conversion cycle.
Our business expansion requires us to manage a large volume of inventory effectively.
Our inventories decreased from RMB25.8 million as of December 31, 2022 to RMB11.0
million as of December 31, 2023, then remained at a relatively stable level at RMB14.5 million
as of December 31, 2024 and RMB12.2 million as of June 30, 2025. Our inventories consisted
of contract fulfillment costs in relation to the development and deployment of our solutions.
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While our inventory turnover days improved, decreasing from 153 days in 2022 to 91
days in 2023, and further to 41 days in 2024, which remained at a relatively stable level at 40
days in six months ended June 30, 2025, we cannot guarantee that our inventories can be fully
recoverable, particularly in the event of changes in customer requirements or delays or
cancellations of projects. As our business expands, the risk of inventory obsolescence may
increase simultaneously, including the possibility that certain future products may be
misaligned with evolving client needs. The aforementioned risks may result in material and
adverse effect to our business, financial position and results of operations.
The relatively long inventory turnover days and trade and bills receivable turnover days
may lead to delays in converting our revenue into cash. Our cash conversion cycl e — a metric
to measure how efficiently we manage its working capital by tracking the number of days it
takes to convert our investments in inventory and other resources into cash flows from sales
— was 222 days, 163 days, 65 days and 71 days for the years ended December 31, 2022, 2023,
2024 and the six months ended June 30, 2025, respectively. The cash conversion cycle is
calculated by adding inventory turnover days and trade and bills receivables turnover days,
then subtracting accounts payable turnover days. The improvement in 2024 was primarily
attributable to our continued focus on enhancing cash flow efficiency through strengthened
supply chain coordination and increased development and deployment efficiency. However,
there can be no assurance that similar performance can be sustained in future periods,
particularly in light of potential fluctuations in customer payment patterns, supply chain
volatility, and broader macroeconomic conditions. A long cash conversion cycle may increase
our reliance on working capital or external financing to support our operations and growth. If
we are unable to manage our inventory and receivables efficiently or to secure adequate
financing on acceptable terms, our liquidity position, financial condition, and results of
operations could be materially and adversely affected.
RISKS RELATING TO OUR GENERAL OPERATIONS
AI technologies are constantly evolving. Any flaw or misuse of the AI technologies,
whether actual or perceived, intended or inadvertent, committed by us or by other third
parties, could harm our reputation and materially and adversely impact on our business,
financial condition, prospects and the general acceptance of AI solutions by the society.
AI technologies are in the process of development and continue to evolve. Similar to
many disruptive innovations, AI technologies present risks and challenges, such as misuse by
third parties for inappropriate purposes, for purposes breaching public confidence or even
violating applicable laws and regulations in China. Adoption of AI technologies in bias
applications or mass surveillance could affect user perception, public opinions and their
adoption. Any inappropriate, abusive or premature usage of AI technologies, whether actual or
perceived, whether intended or inadvertent and whether by us or by third parties, may dissuade
prospective customers from adopting AI solutions, may impair the general acceptance of AI
solutions by the society, may attract negative publicity and adversely impact our reputation and
may even violate applicable laws and regulations in China and subject us to legal or
administrative proceedings, pressures from activist shareholders or other organizations and
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heightened scrutiny by the regulators. Each of the foregoing events may in turn materially and
adversely affect our business, financial condition and results of operations. In addition, flaws
or deficiencies in AI technologies could undermine the accuracy and thoroughness of the
decisions and analysis made by the relevant solutions. There can be no assurance that we will
be able to detect and remedy such flaws or deficiencies in a timely manner, or at all. Any flaws
or deficiencies in AI technologies and solutions, whether actual or perceived, could materially
and adversely affect our business, financial condition, prospects and the general acceptance of
products and AI solutions by the society.
We may be subject to complex and evolving laws and regulations regarding AI industry.
The PRC government has enacted a series of laws, regulations and governmental policies to
oversee the AI industry in the past few years. See “Regulatory Overview — Regulations and
Policies on Information Industry” and “Regulatory Overview — Regulations on Privacy
Protection” for more information. Given the rapidly evolving regulatory landscape, we cannot
guarantee continuous full compliance with all applicable laws and regulations in the future.
We may be subject to complex and evolving laws and regulations regarding privacy and
data protection. Actual or alleged failure to comply with cybersecurity and data
protection and personal information protection laws and regulations could damage our
reputation, deter current and potential customers from using our solutions and could
subject us to significant legal, financial and operational consequences.
In recent years, cybersecurity, data protection and personal information protection has
become an increasing regulatory focus of government authorities across the world. The PRC
government has enacted a series of laws, regulations and governmental policies for the
protection of cybersecurity, data protection and personal information protection in the past few
years. For instance, on November 7, 2016, the Standing Committee of the National People’s
Congress promulgated the Cybersecurity Law of the People’s Republic of China ( ʕശɛ͏
), effective since June 1, 2017, created the first national-level data
protection framework for “network operators,” which may potentially include all organizations
in China that provide services over the internet or through other types of information network.
On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the
Data Security Law of the People’s Republic of China (),
effective since September 1, 2021. The Data Security Law sets out a number of obligations on
data security and privacy undertaken by entities and individuals engaged in data-related
activities. On September 24, 2024, the State Council promulgated the Regulation on Network
Data Security Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which came into effect on January
1, 2025 and further provides rules on network data security. See “Regulatory Overview —
Regulations Relating to Cybersecurity and Data Protection” and “Regulatory Overview —
Regulations on Privacy Protection” for more information.
The above regulatory developments relevant to cybersecurity, data protection and
personal information protection could generally impact the data collection, use, storage and
other data processing activities conducted by the enterprises in technology industry, including
us. We have adopted various measures to ensure legal compliance. See “Business — Data
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Security and Privacy” for more information. However, the laws and regulations regarding
cybersecurity, data protection and personal information protection in China are generally
complex and evolving, with uncertainty as to the interpretation and application thereof, which
may lead to uncertainty about the scope of our responsibility in this regard. As such, we cannot
assure you that our cybersecurity, data protection and personal information protection measures
are, and will be, always considered sufficient under applicable laws and regulations.
Additionally, the effectiveness of our protection measures is also subject to system failure,
interruption, inadequacy, security breaches or cyberattacks. If we are unable to comply with the
then-applicable laws and regulations, or to address any cybersecurity, data protection and
personal information protection concerns, such actual or alleged failure could damage our
reputation, deter current and potential users from using our solutions and could subject us to
significant legal, financial and operational consequences.
In addition, on December 28, 2021, the CAC, the NDRC, the MIIT, and several other
administrations jointly promulgated the Measures for Cybersecurity Review (ݟ
, the “ CAC Measures ”), effective on February 15, 2022, which provides that entities
meeting certain standards shall be subject to a cybersecurity review. See “Regulatory Overview
— Regulations Relating to Cybersecurity and Data Protection” for more information. Although
we are not obliged to apply for a cybersecurity review pursuant to the CAC Measures with
respect to our proposed Listing, since the interpretation and implementation of these laws and
regulations with respect to the cybersecurity review keep evolving, therefore, we cannot assure
you that there will not be any additional regulatory requirements regarding the cybersecurity
review relating to the new laws and regulations.
Further, the Measures on Security Assessment of Cross-border Data Transfer ( ᅰኽ̈
), promulgated on July 7, 2022 and effective since September 1, 2022, the
Provisions on Promoting and Regulating Cross-border Data Flows (ݴ
), promulgated and effective on March 22, 2024, have provided that the transfer of
personal information and important data by data processor meeting certain volume thresholds
or other standards as provided therein shall apply for security assessment, file with a standard
contract for cross-border data transfer or obtain a personal information protection certification.
As of the Latest Practicable Date, we had not conducted any cross-border data transferring
activities. As our business continues to grow, there may be circumstances where we engage in
such cross-border data transfers. In such case, in order to satisfy the legal and regulatory
requirements, we may need to comply with the foregoing requirements as well as any other
limitations under PRC laws then applicable. Complying with these laws and requirements
could cause us to incur substantial expenses or require us to alter or change our practices in
ways that could harm our business.
In addition to government regulation, privacy advocates and industry groups have and
may in the future propose self-regulatory standards from time to time. These and other industry
standards may legally or contractually apply to us, or we may elect to comply with such
standards. We expect that there will continue to be new proposed laws and regulations
concerning cybersecurity, data protection and personal information protection, and we cannot
yet determine the impact such future laws, regulations and standards may have on our business.
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New laws, amendments to or re-interpretations of existing laws, regulations, standards and
other obligations may require us to incur additional costs and restrict our business operations.
If so, in addition to the possibility of fines, lawsuits, regulatory investigations, public censure,
other claims and penalties, and significant costs for remediation and damage to our reputation,
we could be materially and adversely affected if legislation or regulations are expanded to
require changes in our data processing practices and policies or if the applicable legislation or
regulations are interpreted or implemented in ways that negatively impact our business,
financial condition and results of operations. Any inability to adequately address cybersecurity,
data protection or personal information protection concerns, even if unfounded, or to comply
with applicable laws, regulations, standards and other obligations relating to cybersecurity,
data protection or personal information protection could require significant resources and
efforts, which have a material effect on our business, financial condition and results of
operations.
Failure to maintain or improve the reliability, performance, security and availability of
our technologies, platforms, solutions and infrastructures to meet customers’ needs may
materially and adversely affect our business, financial condition and prospects.
The satisfactory reliability, performance, security and availability of our solutions and
underlying technologies and infrastructures are critical to our operations, customer service,
reputation and our ability to retain existing customers and partners and to attract new ones. Our
solutions are subject to unanticipated failures or disruptions, which results in various
operational risks, such as improper information processing, slower response time and
substandard user experience. During the Track Record Period, we did not encounter any failure
or interruption of our solutions. However, there is no guarantee that we will be able to
consistently maintain its reliability, performance, security and availability in the future. If our
solutions fail to properly and accurately process and manage all such information, the quality
of our solutions may be compromised, which may not meet our customer’s needs and will have
an adverse impact on our business, financial condition and prospects. If we are unable to
maintain and constantly improve our technology infrastructure and to properly handle
technological failures or disruptions, our business, financial condition and prospects, as well
as our reputation, may be materially and adversely affected.
If we are unable to attract, retain and motivate key individuals, our business, financial
condition and prospects would be materially and adversely affected.
Hiring and retaining key individuals, such as key management, technical staff,
developers, engineers and sales representatives are critical to our business, in particular, to the
R&D and commercialization of our solutions. The competition for highly skilled employees in
our industry is increasingly intense. Changes in our management team would also disrupt our
business. Our management and senior leadership team has significant industry experience, and
their knowledge and relationships would be difficult to replace. See “Directors and Senior
Management.” Changes in our management team may occur from time to time, and we cannot
predict whether significant resignations will occur or whether we will be able to recruit
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qualified personnel. In addition, changes in the interpretation and application of employment-
related laws to our workforce practices may result in increased operating costs and less
flexibility in how we meet our changing workforce needs. To help attract, retain and motivate
key individuals, employee incentives such as share incentive schemes have been, and will
continue to be, an important part of our compensation. Our employee hiring and retention also
depend on our ability to build and maintain a diverse and inclusive workplace culture and be
viewed as an employer of choice. If our share-based payment expenses or other compensation
programs and workplace culture cease to be viewed as competitive, our ability to attract, retain
and motivate key individuals would be weakened, which would in turn materially and
adversely affect our business, financial condition and prospects.
Our brand is integral to our success. If we fail to maintain our brand and reputation and
the negative publicity and allegations involving us, or become the subject of anti-
competitive, harassing or other detrimental conducts by third parties, our shareholders,
Directors, officers, employees and business partners may affect our reputation and, as a
result, our business, financial condition and prospects may be negatively affected.
We believe that maintaining and enhancing our brands is of significant importance to the
success of our business. Well-recognized brands are important to enhancing our attractiveness
to our customers. Since we operate in a highly competitive market, brand maintenance and
enhancement directly affect our ability to maintain our market position. The successful
promotion of our brand will depend on the effectiveness of our marketing efforts and amount
of word-of-mouth referrals we received from satisfied customers. We may incur extra expenses
in promoting our brand. However, we cannot guarantee that these activities are and will be
successful or that we can achieve the brand promotion effect we expect.
In addition, negative publicity and allegations involving us, our shareholders, Directors,
officers, employees and business partners, or the industry in which we operate as a whole may
materially and adversely harm our brand image and reputation and cause deterioration in the
level of market recognition of and trust in the solutions provided by us, thereby resulting in
reduced sales volumes and revenues, 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 and prospects.
We may also be the target of anti-competitive, harassing or other detrimental conduct by
third parties. Such conduct includes complaints, anonymous or otherwise, to regulatory
agencies. We thus may be subject to government or regulatory investigation and may be
required to expend significant time and incur substantial costs to address such third-party
conduct, and there is no assurance that we will be able to conclusively refute each of the
allegations within a reasonable period of time, or at all. Additionally, allegations, directly or
indirectly against us, may be posted online by anyone, whether or not related to us, on an
anonymous basis. Customers value readily available information concerning their products,
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solutions and services and often act on such information without further investigation or
authentication and without regard to its accuracy. The availability of information on social
media is virtually immediate, as is its impact. Social media immediately publish the content
posted by their subscribers and participants, often without filters or checks on the accuracy of
the content posted. Information posted may be inaccurate and adverse to us, and it may harm
our financial performance, prospects or business. The harm may be immediate without
affording us an opportunity for redress or correction. Our reputation may be negatively affected
as a result of the public dissemination of anonymous allegations or malicious statements about
our business, which, in turn, may cause us to lose market share, customers and revenues.
We may be subject to product liability claims if our solutions contain defects. We could
incur significant expenses to remediate such defects, as a result, our reputation could be
damaged and we could lose market shares, and our business, financial condition and
prospects may be adversely affected.
Our solutions may contain errors, defects, security vulnerabilities, service interruption or
software issues that are difficult to detect and correct, particularly when first introduced or
when new versions or enhancements are released, despite our internal testing. While we did not
receive any material complaints, product liability claims or product returns in relation to our
solutions during the Track Record Period, there is no assurance that such issues will not arise
in the future. Some errors or defects in our products solutions may only be discovered after
they have been commercialized and deployed, and we may incur substantial additional
development expenses and incur costs relating to fixing the errors or defects. Furthermore,
given that many of our customers use our solutions in processes that are critical to their
businesses, any error, defect, security vulnerability, service interruption or software issue in
our solutions may result in losses to our customers, which could potentially lead to lawsuits
filed against us by our customers or other parties, exposing us to potential liabilities and
damages. We may also experience revenue loss, significant expenditures of capital, a delay or
loss in market acceptance and damage to our reputation and brand, any of which could
adversely affect our reputation, business, financial condition and prospects. Furthermore, our
customers may share information about their negative experiences with others, which could
damage our reputation and result in a loss of future sales. A claim brought against us by any
of our customers would likely be time-consuming, costly to defend and may materially and
adversely affect our reputation and brand, making it harder for us to sell our solutions.
We engage third party suppliers for certain software, hardware and services, which may
subject us to supply chain risks.
We procure certain software, hardware and services such as data labeling, testing and
deployment services from third-party suppliers. Our top five suppliers in each year/period
during the Track Record Period accounted for approximately 43.3%, 33.7%, 41.9% and 37.9%
of our total purchases in 2022, 2023, 2024 and six months ended June 30, 2025, respectively.
Our largest supplier in each year/period during the Track Record Period accounted for
approximately 13.2%, 9.5%, 9.6% and 10.3% of our total purchases in 2022, 2023, 2024 and
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six months ended June 30, 2025, respectively. We may experience supply shortages or delays
in delivery as a result of natural disasters, increased demand in the industry or our suppliers’
lacking sufficient qualifications to supply.
Our engagement of these suppliers exposes us to risks, including reduced control over
costs and constraints based on the then current availability, terms, and pricing of these products
and services. These suppliers may experience disruptions in their operations due to equipment
breakdowns, labor strikes or shortages, natural disasters, material shortages, cost increases,
international trade policies and sanctions, environmental noncompliance issues or other similar
problems. In addition, we may not be able to renew contracts with our third-party suppliers or
identify substitute partners. Any failure of our third-party suppliers to perform their
responsibilities or to be in compliance with all applicable laws and regulations may have a
material negative impact on our business. We generally do not have any long-term contracts
guaranteeing supply with these suppliers. If our supply of certain products and services is
disrupted or delayed, there can be no assurance that additional supplies or services can serve
as adequate replacements or that supplies will be available on terms that are favorable to us,
if at all. Moreover, even if we can identify adequate replacements on substantially similar
terms, our business could be adversely affected until those efforts were completed. Any
disruption or delay in the supply of products and services may cause delay or other constraints
on our operations that could damage our customer relationships.
We may not be successful in implementing our business plans and strategies effectively or
at all, which could materially and adversely affect our business, financial condition and
prospects.
Our business plans and strategies are based on our assumptions of future events which
may entail certain risks and are inherently subject to uncertainties. These assumptions may not
be correct, which could affect the commercial viability of our business plans and strategies. As
such, we cannot guarantee that our business plans and strategies will be implemented
successfully as scheduled or at all.
If we fail to implement our business plans and strategies effectively and efficiently, we
may be unable to expand our operations, manage our growth, take advantage of market
opportunities as expected or remain competitive. Furthermore, even if we implement our
business plans and strategies effectively and efficiently, there may be other unexpected events
or factors beyond our control that may prevent us from achieving the desirable and profitable
results, such as the changes in local laws and regulations and governmental policies, the
availability of skilled professionals and changes in consumer demand. Moreover, our business
plans and strategies may increase our operating costs, such as higher staff costs, and increase
our cash outflows for operating and investing activities. Accordingly, if our business plans and
strategies cannot be successfully implemented, or if they do not yield ideal results, we may
have significant difficulties in recovering our costs and therefore experience a material adverse
impact on our business, financial condition and prospects.
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Our information technology networks and systems may encounter malfunction,
unexpected system failure, interruption, insufficiency, security breaches or cyber-attacks.
We rely on information technology networks and systems for electronic communications
among our personnel, customers and suppliers and for synchronization with our demand
forecast, order placements 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. While we did
not encounter any unexpected system failure, interruption, insufficiency, security breached or
cyber-attacks during the Track Record Period, we cannot guarantee that such incidents will not
occur in the future. 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 maybe materially and adversely affected, and we could experience delays
in reporting our financial results.
Although we do not collect or host any of our customer’s operational data, our platforms
process a large amount of business and operation data and our success depends in part on our
ability to provide effective data security protection in connection with our platforms and
solutions. Because many of our customers use our solutions to store, transmit, and otherwise
process proprietary, confidential, or sensitive information, and complete mission-critical tasks,
they have a lower risk tolerance for security vulnerabilities in our platforms and solutions than
for vulnerabilities in other, less critical, software products and services. If any of our
customers’ cloud or on-premises environments are breached or if unauthorized access to
customer or third-party data is otherwise obtained, public perception of us may be harmed, and
we may lose business and incur losses or liabilities.
Any accidental or willful security breaches or other unauthorized access could cause our
confidential information to be stolen and used for improper or criminal purposes. Moreover, if
we fail to implement adequate encryption of data transmitted through the networks of the
telecommunications and Internet operators we rely upon, there is a risk that
telecommunications and Internet operators or their business partners may misappropriate the
data. Security breaches, cyber-attacks or unauthorized access to confidential information could
also expose us to liabilities related to the loss of the information, time-consuming and
expensive litigations and other regulatory and legal proceedings, as well as negative publicity.
If security measures are breached because of third party action, employee error, malfeasance
or other similar factors, or if design flaws in our technology infrastructure are exposed and
exploited, our relationships with our customers and partners could be severely damaged and we
could incur significant liabilities or subject to legal or regulatory actions that may materially
and adversely affect our business, financial condition, results of operations and prospects. In
addition, concerns about our practices with regard to security of confidential information or
other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data
sharing without necessary safeguards, even if unfounded, could damage our reputation and
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operating results. During the Track Record Period and up to the Latest Practicable Date, we
have not experienced any material incidents of cyberattacks or data security breaches.
However, if any of the foregoing risks materializes, our business, financial condition, results
of operations and prospects may be materially and adversely affected.
We use open-source foundation models to provide our solutions, any error in such
software or failure to maintain these licenses could adversely affect our business.
We use open-source software in some of our solutions and expect to continue to use
open-source software in the future. Although we monitor our use of open-source software to
avoid subjecting our software to conditions we do not intend to be bound, we may face
allegations from others alleging ownership of, or seeking to enforce the terms of, an
open-source license, including by demanding release of the open-source software, derivative
works, or our proprietary source code that was developed using such software. These
allegations could also result in litigation. The terms of many open-source licenses have not
been interpreted by courts. There is a risk that these licenses could be construed in a way that
could impose unanticipated conditions or restrictions on our ability to commercialize our
solutions. In such an event, we may be required to seek licenses from third parties to continue
commercially offering our software, to make our proprietary code generally available in source
code form, to re-engineer our solutions or to discontinue the sale of our solutions if
re-engineering could not be accomplished on a timely basis, any of which could adversely
affect our business and revenue.
We are subject to risks related to sanctions , export control laws and economic or trade
restrictions, and such laws and regulations may disrupt the operations of our suppliers
and business partners and in turn adversely affect our business, financial condition and
results of operations.
Sanctions and Export Controls
Our operations are subject to deterioration in political and economic relations among
countries and sanctions and export controls administered by the government authorities in the
countries in which we operate, and other geopolitical challenges, including, but not limited to,
economic and labor conditions, increased duties, taxes and other costs and political instability.
In particular, the U.S. government imposed economic and trade sanctions directly or indirectly
affecting China-based technology companies. Such laws and regulations are likely subject to
frequent changes, and their interpretation and enforcement involves substantial uncertainties,
which may be heightened by national security concerns or driven by political and/or other
factors that are beyond our control. For instance, in recent years, the United States has
expanded sanctions and export controls restrictions on China through the Export
Administration Regulations (the “EAR”), administered by the Bureau of Industry and Security
of the U.S. Department of Commerce (the “BIS”). In addition to the United States, Japan, the
Netherlands and various other governments are also imposing controls, licensing requirements
and restrictions applicable to exports to China. These types of restrictions could impact our
ability to supply customers of affected countries, territories and entities and could restrict our
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ability to obtain components and technologies we incorporate in or use to develop our
solutions. Additionally, frequent changes in export control laws and regulations may create
uncertainties for our ability to expand our business to certain jurisdictions in the future if we
were to do so.
With respect to U.S. export controls, in October 2022, BIS issued an interim final rule
(the “BIS October 2022 IFR”) aimed at restricting China’s ability to obtain advanced
computing integrated circuits, develop and maintain supercomputers, and manufacture
advanced semiconductors. In October 2023, BIS issued another interim final rule (the “BIS
October 2023 IFR”) that updated and expanded U.S. export controls imposed by the BIS
October 2022 IFR (collectively, and together with the BIS’s April 2024 interim final rule
making technical corrections and clarifications to the BIS October 2023 IFR, the “BIS 2022/23
IFRs”). Among other measures, the BIS 2022/23 IFRs add to the Commerce Control List
(which is a list of commodities, software, and technologies that are subject to the EAR’s more
restrictive controls) certain advanced and high-performance computing integrated circuits and
computer commodities that contain these integrated circuits, and impose new or expanded
license requirements for items subject to the EAR destined for an end-use in the development
or production of supercomputers, certain types of advanced node integrated circuits and
advanced, or semiconductor manufacturing equipment in certain jurisdictions, including China.
We have procured certain U.S. branded chips in the past for use in our internal technology
infrastructure and platforms for our R&D and self-use. To our knowledge such purchases did
not violate any then-applicable U.S. export control laws. We were not and do not expect to be
affected by industry-wide chip cost surges as we procured these chips prior to the global chip
shortages, and believe we have a sufficient supply of such chips to carry out our continuous
internal R&D, as we did not deplete any U.S. branded chips for our internal R&D during the
Track Record Period, and have a balance of 16 such chips as of the Latest Practicable Date.
We also procure U.S. branded chips for incorporation into our solutions sold to customers. We
consumed nil, nil, 320 and 192 U.S. branded chips for incorporation into our solutions for
customers in 2022, 2023 and 2024 and the six months ended June 30, 2025. We did not have
inventory of such chips as of the Latest Practicable date. We primarily procure U.S. branded
chips from Chinese domestic suppliers, including Supplier L among our five largest suppliers
in 2024 and for the six months ended June 30, 2025. We also procure domestic branded chips
from domestic OEMs for incorporation into our solutions. We cannot guarantee that the
geopolitical tension will not result in more restrictive measures in the future that may affect us.
In addition to the restrictions introduced by the BIS 2022/23 IFRs, BIS maintains lists of
persons that are subject to enhanced export control restrictions. One such list, the Entity List,
includes a list of foreign persons on which certain trade restrictions are imposed, including
business, research institutions, government and private organizations, individuals and other
types of legal persons. During the Track Record Period, seven of our customers and two of our
suppliers are on or are substantially owned by entities on the Entity List or other U.S. sanctions
related lists. We believe that such customers/suppliers being on the Entity List or other U.S.
sanctions related lists does not have any material impact on our business, given that our
transactions with these entities did not involve the sale to the Entity List entities of any items
subject to the EAR. Therefore the EAR restrictions applicable to such entities as a result of
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being designated on the Entity List or other related lists were not implicated. The United States
in recent years has placed an increasing number of entities, including a number of entities in
China, on the Entity List and other restricted or prohibited parties lists. Also, certain chips of
PRC and U.S. brands we procured are subject to changes of applicable export controls. Such
introduction, interpretation and revision of the applicable export controls can be sudden and
unpredictable and subject to frequent changes. Given the sudden and unpredictable nature of
these determinations, it is difficult to predict developments in this area and we have no ability
to influence such determinations. Moreover, given the important role played by such Chinese
high-tech companies on the Entity List in the global supply chain or in China for technology
industries, prolonged restrictions against such companies could cause a material negative
impact to all such industries, which may in turn materially and adversely affect our business,
financial condition and results of operations. Similar or more expansive restrictions that may
be imposed on our business partners or their suppliers by the U.S. or other jurisdictions in the
future may materially and adversely affect such business partners or their suppliers, which
would in turn affect our business. See “Business — Legal Proceedings and Compliance” for a
more detailed discussion of related background and risks.
Given the complexity of the U.S. Export Administration Regulations and level of
information required for an exporter, reexporter, or transferor (within China) to determine
whether an item is subject to U.S. law, there could be non-compliance by suppliers where they
might supply us with goods incorporating controlled U.S.-origin content in violation of the
EAR. Because the EAR asserts liability broadly to include parties acting without need for
knowledge or reason to know a violation has occurred, will occur, or is likely to occur, there
is a risk that we could be subject to a potential BIS investigation, enforcement action, or civil
monetary penalties if our suppliers failed to comply with the EAR. To address the EAR-related
risks, we have adopted a series of export control compliance measures for the entire Group. We
have developed and are implementing an export control compliance program, focused on
screening of suppliers and customers, monitoring and review of items that are subject to the
EAR and employee training.
Outbound Investment Restrictions
On October 28, 2024, the Department of the Treasury issued the Provisions Pertaining to
U.S. Investments in Certain National Security Technologies and Products in Countries of
Concern (the “Final Rule”), which became effective on January 2, 2025. The Final Rule
implements a regulatory framework for certain U.S. investments into China (including Hong
Kong and Macau) in entities engaged in activities involving sensitive technologies critical to
national securities in three sectors, namely, semiconductors and microelectronics, quantum
information technologies, and certain artificial intelligence systems with applications that pose
national security risks, collectively defined as Covered Foreign Persons. The program would
prohibit U.S. persons from undertaking certain transactions and require notification by U.S.
persons on certain investments in Covered Foreign Persons. Under the Final Rule, U.S. Persons
face prohibitions or notification requirements for a broad range of investments in entities
associated with China, Hong Kong SAR, and Macau SAR that are engaged in any “covered
activity” in the sectors of (i) semiconductors and microelectronics, (ii) quantum information
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technologies, and (iii) artificial intelligence systems, such entities are collectively defined as
“covered foreign persons.” Although we are engaged in the development of our artificial
intelligence systems, our artificial intelligence system is not designed for any end use, such as
military end use, government intelligence or mass surveillance end use, or for the use of
cybersecurity applications, digital forensic tools, penetration test tools, or the controls of
robotic systems, which are listed and restricted under § 850.217 (d)(1)-(2) or § 850.224
(j)(1)-(2) for activities subjection to restrictions related to the artificial intelligence system
sector of the Final Rule, nor trained with a restricted quantity of computing power under the
Final Rule (i.e., trained using a quantity of computing power greater than 10^23 computational
operations or more). Thus, as advised by our Sanction Legal Advisor, based on our currently
launched products and solutions, in particular, the end use and the computing power we used
to train our artificial intelligence systems discussed above, we are not a Covered Foreign
Person as defined under the Final Rule. However, we cannot guarantee that the rule will not
negatively affect overall investor sentiment and potentially discourage investment in our
Company.
Such U.S. foreign investment laws and regulations are subject to frequent changes, and
their interpretation and enforcement involve substantial uncertainties, which may be driven by
political and/or other factors that are out of our control. They could also result in negative
publicity, require significant time and attention of the management, and subject us to fines,
penalties, or orders that we cease or modify our existing business practices. Any of these events
may have an adverse effect on our business, financial condition, or results of operations.
Furthermore, significant political, trade, or regulatory developments, such as those
stemming from the current U.S. federal administration and changes in U.S. federal policy
implemented by the U.S. Congress, the Trump administration or any future administration may
lead to circumstances beyond our control that could negatively impact our business operations.
These impacts could stem from broader economic downturns or geopolitical tensions. For
example, President Trump has increased, and has indicated his willingness to continue to
increase, the use of tariffs by the U.S. to accomplish certain U.S. policy goals. The future
direction of U.S.-China trade relations and broader trade policy remains highly uncertain.
As we currently do not and have no plans to sell to the U.S. or procure products from the
U.S., we do not foresee these policies to have a direct adverse impact on our business.
However, policy shifts and the uncertainty surrounding them could contribute to increased
market volatility. Historically, tariffs have led to increased trade and political tensions, between
not only the U.S. and China, but also between the U.S. and other countries in the international
community. There is significant uncertainty as to whether countries will be able to successfully
reach any trade deals with the U.S. Rising political tensions as a result of trade policies could
reduce trade volume, investment and other economic activities. These developments, or the
perception that any of them could occur, may have a material adverse effect on global
economic conditions and the stability of global financial markets, which in turn can adversely
impact our business and results of operations.
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Our risk management and internal control systems may not be adequate or effective.
We have designed and implemented risk management and internal control systems
comprising organizational framework policies and procedures, financial reporting processes,
compliance rules and risk management measures we believe are appropriate for our business
operations. While we seek to improve our risk management and internal control systems on a
continuous basis, we cannot guarantee that these systems are sufficiently effective in ensuring
the prevention of fraud. See “Business — Risk Management and Internal Control.” Since our
risk management and internal control systems depend on implementation by our employees, we
cannot guarantee that our 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.
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 service,
cause us to lose customers or subject us to liabilities.
We risk compromising the quality of our solutions if our employees and business partners
do not perform in accordance with our standards. We have internal policies and guidelines to
monitor and ensure the solutions 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. Nevertheless, we cannot guarantee that our employees and business
partners will not engage in any intentional or negligent misconduct and our internal policies
and guidelines may be effective in controlling unknown or unmanaged risks or losses.
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 properties 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 business, financial
condition and prospects, 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.
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Changes in the market or our solutions may affect our pricing models and adversely affect
our operating results.
Our pricing models face challenges from evolving market changes. As the market for our
solutions grows, as our competitors introduce new solutions that compete with ours or reduce
their prices, or as we enter into new verticals or international markets, we may be unable to
attract new customers or retain existing customers based on our historical pricing models.
Given our limited operating history and limited experience with our historical pricing models,
we may not be able to accurately predict customer renewal or retention. In addition, regardless
of the pricing model used, certain customers may demand higher price discounts. As a result,
we may be required to reduce our prices, offer shorter contract durations or offer alternative
pricing models, which could adversely affect our business, financial condition and prospects.
Our performance depends on favorable labor relations with our employees, and any
deterioration in labor relations, shortage of labor or material increase in wages may have
a material adverse effect on our business, financial condition and prospects.
Our success depends on our ability to hire, train, retain and motivate our employees. As
of June 30, 2025, we had 363 full-time employees. See “Business — Employees.” Although we
have not experienced any material work stoppages or strikes in the past, during the Track
Record Period, as part of our cost optimization measures that support our strategic business
planning, we have consolidated certain non-core or low-efficiency functions, which led to the
discontinuation of employment for certain personnel. In addition, due to the impact of
COVID-19, some employees voluntarily resigned. Furthermore, we cannot guarantee that any
of the work stoppages or strikes events will not arise in the future. If our employees engage
in a strike or other work stoppage, we may experience significant operational disruption and/or
accept higher labor costs, resulting in an adverse effect on our business, financial condition and
prospects. We regard favorable labor relations as a significant factor that can affect our
performance and any deterioration in our labor relations with employees could cause labor
disputes, which could result in the disruption of operations.
In addition, labor costs in regions where we operate have been increasing in recent years
and may potentially continue increasing. As such, we may have to increase our total
compensation to attract and retain the experienced professionals required to achieve our
business objectives. However, these increased costs might not be able to be passed onto
customers by increasing the selling prices of our solutions in light of market competition. In
such circumstances, our profit margin may decrease, which could have an adverse effect on our
business, financial condition and prospects.
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We may be involved in lawsuits, claims, regulatory investigations or legal proceedings and
commercial or contractual disputes in our ordinary course of business, which could
materially and adversely affect our reputation, business, 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 guarantee that we will not be involved in various
legal and other disputes in the future, which may expose us to additional risks and losses. In
addition, we may have to pay legal costs associated with such disputes, including fees relating
to appraisal, auction, execution and legal advisory services. Litigation and other disputes may
lead to inquiries, investigations and proceedings by regulatory authorities and other
governmental agencies and may result in damage to our reputation, additional operating costs
and diversion of resources and management’s attention from our core business. The disruption
of our business due to judgment, arbitration and legal proceedings against us or adverse
adjudications in proceedings against our Directors, senior management or key employees may
materially and adversely affect our reputation, business, results of operations, financial
condition and prospects.
If we fail to obtain and maintain the requisite licenses and approvals required in any
jurisdiction where we operate our business, results of operation and financial condition
may be materially and adversely affected.
We are required to obtain and maintain the requisite licenses and approvals required in
jurisdictions where we operate our business. We cannot assure you that we can successfully
update or renew the licenses or complete the filings required for our business in a timely
manner or that these licenses or filings are sufficient to conduct all of our present or future
business. Considerable uncertainties exist regarding the interpretation and implementation of
existing and future laws, regulations and policies governing our business activities. We cannot
assure you that we will not be found in violation of any future laws, regulations and policies
or any of the laws, regulations and policies currently in effect due to changes in the relevant
authorities’ interpretation of these laws, regulations and policies. If we fail to complete, obtain
or maintain any of the required licenses or approvals or make the necessary filings in the
jurisdiction where we operate our business, we may be subject to various penalties, such as
confiscation of the revenue that were generated, the imposition of fines and the 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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Our insurance coverage may be inadequate to protect us from the liabilities we may incur
or cover all of our potential costs, and as a result, our business, financial conditions and
prospects may be materially and adversely affected should any such liability or losses
arise.
We maintain insurance coverage including property insurance and employer liability
insurance. While we believe that the amount of our insurance coverage is in line with the
customary standard in the industry and is adequate for our operations, it may not be adequate
to fully compensate for all kinds of losses we may suffer in the future. Any uninsured
occurrence of business disruption, litigation or natural disaster, or significant damages to our
uninsured information technology networks and systems could have a material adverse effect
on our business, financial condition and prospects. If we were to incur substantial losses or
liabilities due to fire, explosions, floods or other natural disasters, disruption in our network
infrastructure or business operations, or any material litigation, our business, financial
condition and prospects could be materially and adversely affected. Our current insurance
coverage may not be sufficient to prevent us from suffering any loss and there can be no
assurance that we will be able to successfully claim losses under our current insurance policy
on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies,
or the compensated amount is significantly less than our actual loss, our business, financial
condition and prospects could be materially and adversely affected.
We may be subject to penalties if any failure to register for and/or make adequate
contributions to social insurance and housing provident fund for our employees as
required by the PRC regulations.
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 some of our employees in full and we engaged third-party agencies to pay
social insurance premium and housing provident funds for certain of our employees. We
estimate that the shortfall of our social insurance and housing provident funds payments in
2022, 2023, 2024 and six months ended June 30, 2025 amounted to approximately RMB19.7
million, RMB16.7 million, RMB14.1 million and RMB6.6 million, respectively. As advised by
our PRC Legal Advisor, 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
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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.
Furthermore, the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)) (the “New Judicial Interpretation”) was enacted by the Supreme
People’s Court on July 31, 2025 and effective as of September 1, 2025. According to the New
Judicial Interpretation, if the employer and its employee agree or the employee undertakes that
social insurance contributions need not be paid, the People’s Court shall deem such agreement
or undertaking invalid. Furthermore, where the employer fails to pay social insurance
contributions in accordance with the applicable laws, and the employee seeks to terminate the
labor contract and claims economic compensation from the employer pursuant to the Labor
Contract Law of the PRC, the People’s Court shall support such claims. See “Regulatory
Overview — Regulations Relating to Labor and Social Security” for details.
Given the above, 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.
Failure to comply with PRC property-related laws and regulations regarding certain of
our leased properties and to renew our leases could adversely affect our business.
As of the Latest Practicable Date, we had not registered six of lease agreements with the
relevant real estate administration bureaus in accordance with applicable laws and regulations
in China. As of the Latest Practicable Date, four of our lease agreements had not been
registered with relevant authorities primarily because the lessors are unwilling to cooperate
with the procedures and we are in the process of registering the remaining lease agreement. As
advised by our PRC Legal Advisor, the non-registration of lease agreements will not affect the
validity of the lease agreements, but the relevant local housing administrative authorities can
require us to complete registrations within a specified timeframe and we may be subject to a
fine of between RMB1,000 and RMB10,000 for any delay in making registration for each of
these lease agreements. The aggregate amount of maximum fine will be approximately
RMB60.0 thousand. As of the Latest Practicable Date, we had not been required by the relevant
local housing administrative authorities to complete the registrations, nor been penalized or
fined by the relevant authorities. Having considered the aggregate amount of maximum fines
that may be imposed and the grace period that the relevant authorities would allow before
imposition of such penalty, our Directors are of the view that such incidents would not have
any material adverse effect on our business, financial position and results of operations.
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Nevertheless, we cannot assure you that we will not receive any complaint, investigation,
proceeding, fine or other penalties in respect of our non-registration of two of our lease
agreements. If such circumstances occur, our financial condition and results of operations may
be adversely affected.
In addition, 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.
Acquisitions, investments or strategic alliances may fail and materially and adversely
affect our reputation, business and results of operations.
We may in the future enter into strategic alliances with various third parties. Strategic
alliances with third parties could subject us to a number of risks, including risks associated
with sharing proprietary information, non-performance by the counterparty and an increase in
expenses incurred in establishing new strategic alliances, any of which may materially and
adversely affect our business. We may have little ability to control or monitor their actions and
to the extent strategic third parties suffer negative publicity or harm to their reputation from
events relating to their business, we may also suffer negative publicity or harm to our
reputation by virtue of our association with such third parties.
In addition, we may acquire additional assets, technologies or businesses that are
complementary to our existing business. Future acquisitions and the subsequent integration of
new assets and businesses into our own would require significant attention from our
management and could result in a diversion of resources from our existing business, which in
turn could adversely affect our business. Acquired assets or businesses may not generate the
financial or results of operations we expect. In addition, acquisitions could result in the use of
substantial amounts of cash, potentially dilutive issuances of equity securities, the incurrence
of debt, the incurrence of significant goodwill impairment charges, amortization expenses for
other intangible assets and exposure to potential unknown liabilities of the acquired business.
Our failure to address these risks or other problems encountered in connection with our
future acquisitions and investments could cause us to fail to realize the anticipated benefits of
such acquisitions or investments, incur unanticipated liabilities and expenses and harm our
business generally. If we use our equity securities to pay for acquisitions or investments, we
may dilute the value of our Shares. If we borrow funds to finance acquisitions or investments,
such debt instruments may contain restrictive covenants that could, among other things, restrict
us from distributing dividends. Such acquisitions and investments may also lead to significant
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amortization expenses related to intangible assets, impairment charges or write-offs. Moreover,
the costs of identifying and consummating acquisitions may be significant. In addition to
possible shareholders’ approval, we may also have to obtain approvals and licenses from the
government authorities for the acquisitions and comply with applicable laws and regulations,
which could result in increased costs and delays.
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 expand 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.
We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws.
We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws
and regulations. We have direct or indirect interactions with officials and employees of
government agencies and state-owned affiliated entities in the ordinary course of business.
These interactions subject us to an increased level of compliance-related concerns. We have
implemented policies and procedures designed to ensure compliance by us and our Directors,
officers, employees, representatives, consultants, agents and business partners with 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
or anti-bribery and anti-money laundering laws and regulations could subject us to whistle-
blower complaints, adverse media coverage, investigations, and severe administrative, civil
and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of
which could adversely affect our business, financial condition and prospects.
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Our business growth, financial condition and prospects may be affected by any future
occurrence of force majeure events, changes in global and regional macroeconomic
conditions, natural disasters, health epidemics and pandemics, and social disruption and
other outbreaks.
Uncertainties about global economic conditions and regulatory changes and other factors
including fluctuation of interest rates, inflation level, unemployment, labor and healthcare
costs, access to credit, consumer confidence and other macroeconomic factors may pose risks
and materially and adversely affect demand for our solutions. In addition, force majeure events
or natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the
outbreak of a widespread health epidemic or any severe epidemic disease such as SARS, Ebola,
Zika or the COVID-19, acts of war, terrorism or other force majeure events beyond our control
may disrupt our R&D, commercialization activities and business operations, all of which could
adversely affect our business, financial condition and prospects.
Our business is subject to seasonality.
During the Track Record Period, we typically recorded higher revenue and cost of sales
in the second half of each year. See “Financial Information — Factors Affecting Our Results
of Operations and Financial Condition.” The degree of seasonality may vary from year to year
due to conditions in the industry and other factors, which makes it difficult for us to predict
the level of demand with precision. If seasonal demand exceeds our expectation, we may not
have sufficient capacity or arrange for timely delivery. If seasonal demand is lower than our
expectation, we may face increased working capital and liquidity needs. Furthermore, our
operating and financial results for an interim period may not be representative of our overall
performance for a year. We expect to continue to experience seasonal fluctuations in our
revenue, results of operations and financial condition, which could result in volatility and
adversely affect the price of our H Shares.
We have granted, and may continue to grant, certain awards under our share incentive
plans, which may result in increased share-based payment expenses, affect our financial
condition and results of operations, and potentially dilute the shareholding of our existing
shareholders.
We adopted share incentive plans including share-based payments for the benefit of our
Directors and employees to incentivize and reward the eligible persons who have contributed
to our success. In 2022, 2023, 2024 and six months ended June 30, 2025, we incurred
share-based payment expenses of RMB9.8 million, RMB92.9 million, RMB2.8 million and
RMB108.0 million, respectively. We believe the granting of share-based payments is of
significant importance to our ability to attract and retain key personnel and employees.
Nevertheless, share-based payment expenses would potentially dilute the shareholding of
existing shareholders. We may continue to grant share-based payments to employees in the
future. As a result, our share-based payment expenses may increase, which may affect our
financial condition and results of operations. We may re-evaluate the vesting schedules,
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lock-up period, or other key terms applicable to the grants under the share incentive plan from
time to time. If we choose to do so, we may experience a substantial change in our share-based
payment expenses in the reporting periods following this offering.
RISKS RELATING TO DOING BUSINESS IN THE COUNTRY WHERE WE OPERATE
Changes in the economic, political, social or legal conditions or government policies in the
country where we operate could affect our business, financial condition and prospects.
Our business, financial condition and prospects may be influenced by the general
political, economic, social and legal conditions in the country where we operate. Governments
worldwide have implemented, and may continue to introduce, among others, various policies
and measures to encourage the economic growth and guide the allocation of resources. The
industry in which we operate in general is affected by macro-economic factors, including
international, national, regional and local economic conditions, consumer demand and
discretionary spending. Any changes in these factors may have material and adverse effect on
our business, financial condition and prospects.
Y ou may experience difficulties in effecting service of legal process or enforcing foreign
judgments against us and our Directors and management.
We are a company incorporated under the PRC laws and substantially all of our assets and
subsidiaries are located in the PRC. Substantially all of our Directors and senior management
resides within the PRC. The assets of these Directors and senior management also may be
located within the PRC. The PRC does not have treaties providing for the reciprocal
recognition and enforcement of judgments of courts of most other jurisdictions. As a result,
recognition and enforcement in the PRC of judgments of a court in any of these jurisdictions
outside the PRC may be difficult. As a result, it may be difficult and time-consuming to effect
service of process upon our Directors and senior management outside the PRC. In addition,
investors may also experience difficulties in seeking recognition and enforcing foreign
judgments in the PRC if there is a lack of reciprocal recognition and enforcement of judicial
rulings and awards of other jurisdictions. Furthermore, although we will be subject to the
Listing Rules and the Takeovers Code upon the listing of our Shares on the Stock Exchange,
the holders of Shares will not be able to bring actions on the basis of violations of the Listing
Rules and must rely on the Stock Exchange to enforce its rules. Moreover, the Takeovers Code
does not have the force of law and provides only standards of commercial conduct considered
acceptable for takeover and merger transactions and share repurchases in Hong Kong.
Governmental control over capital inflow/outflow, currency conversion and fluctuations
in exchange rates may affect the value of your investment, result in investment losses, and
limit our ability to utilize our cash effectively.
The Renminbi is not currently a freely convertible currency. We receive all of our
payments from customers in Renminbi and may need to convert Renminbi into foreign
currencies for the payment of dividends, if any, to holders of our Shares. Under the Chinese
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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 SAFE or its
local branches by complying with certain procedural requirements. However, the Chinese
government may take measures at its discretion in the future to restrict access to foreign
currencies for current account transactions if foreign currencies become scarce in China. We
may not be able to pay dividends in foreign currencies to our Shareholders if the Chinese
government restricts access to foreign currencies for current account transactions. Foreign
exchange transactions under our capital account continue to be subject to significant foreign
exchange controls and require the approval of the SAFE or its local branches. These limitations
could affect our ability to obtain foreign exchange through equity financing, or to obtain
foreign exchange for capital expenditures.
Any significant revaluation of the Renminbi may materially and adversely affect our
results of operations, cash flows and financial condition. The exchange rate of the Renminbi
against the U.S. dollar and other foreign currencies fluctuates and is affected by, among other
things, the policies of the Chinese government and changes in China and in international
political and economic conditions. Since 1994, the conversion of the Renminbi into foreign
currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China,
which are set daily based on the previous business day’s interbank foreign exchange market
rates and current exchange rates on the world financial markets. It is difficult to predict how
market forces or government policies may impact the exchange rate between the Renminbi and
the Hong Kong dollar, the U.S. dollar or other currencies in the future. In addition, the PBOC
regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange
rates and achieve policies goals.
There remains significant international pressure on the Chinese government to adopt a
more flexible currency policy, which, together with domestic policy considerations, could
result in appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or other
foreign currencies. If the Renminbi appreciates against other currencies significantly, and as
we need to convert and remit the proceeds from the Global Offering and future financing into
the Renminbi for our operations, appreciation of the Renminbi against the relevant foreign
currencies would reduce the Renminbi amount we would receive from the conversion. On the
other hand, because the dividends on our Shares, if any, will be paid in Hong Kong dollars, any
devaluation of the Renminbi against the Hong Kong dollar could reduce the amount of any cash
dividends on our Shares in Hong Kong dollar terms. In addition, there are limited instruments
available for us to reduce our exposure to foreign currency risk at reasonable costs. Any of the
foregoing factors may materially and adversely affect our businesses, results of operations,
financial condition and prospects.
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We are a mainland China enterprise and we are subject to mainland China tax on our
global income and any gains on the sales of H Shares and dividends on the H Shares may
be subject to mainland China income taxes.
Under the PRC EIT Law and its implementation rules, subject to any applicable tax treaty
or similar arrangement between the mainland China and a non-mainland China investor’s
jurisdiction of residence that provides for a different income tax arrangement, mainland China
withholding tax at the rate of 10% is normally applicable to dividends from mainland China
sources payable to investors that are non-mainland China resident enterprises, which do not
have an establishment or place of business in mainland China, or which have an establishment
or place of business in mainland China if the relevant income is not effectively connected with
such establishment or place of business. Any gains realized on the transfer of shares by such
investors are subject to a 10% mainland China income tax rate if such gains are regarded as
income from sources within mainland China unless a treaty or similar arrangement provides
otherwise.
Under the PRC Individual Income Tax Law () and its
implementation rules, dividends from sources within mainland China paid to foreign individual
investors who are not mainland China residents are generally subject to a mainland China
withholding tax at a rate of 20% and gains from mainland China sources realized by such
investors on the transfer of shares are generally subject to a 20% mainland China income tax
rate, in each case, subject to any reduction or exemption set forth in applicable tax treaties and
laws in mainland China. Pursuant to the Circular on Questions Concerning the Collection of
Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (਷೼೯
[1993]045) (Guo Shui Han [2011] No. 348)
(਷೼Ռ[2011]348 ໮) dated June 28, 2011, issued by the SA T, dividends paid to non-mainland
China resident individual holders of H Shares are generally subject to individual income tax
of mainland China at the withholding tax rate of 10%, in which the non-mainland China
resident individual holder of H Shares resides as well as the tax arrangement between mainland
China and Hong Kong. Non-mainland China resident individual holders who reside in
jurisdictions that have not entered into tax treaties with mainland China are subject to a 20%
withholding tax on dividends received from us. However, pursuant to the Circular Declaring
that Individual Income Tax Continues to be Exempted over Income of Individuals from
Transfer of Shares () issued by the
MOF of mainland China and the SA T on March 30, 1998, gains of individuals derived from the
transfer of listed shares of enterprises may be exempt from individual income tax. In addition,
on December 31, 2009, the MOF, the SA T and the CSRC jointly issued the Circular on
Relevant Issues Concerning the Collection of Individual Income Tax over the Income Received
by Individuals from Transfer of Listed Shares Subject to Sales Limitation (ɛᔷᜫɪ
) (Cai Shui [2009] No. 167) which states
that individuals’ income from the transfer of listed shares on certain domestic exchanges shall
continue to be exempted from individual income tax, except for the relevant shares which are
subject to sales restrictions as defined in the Supplementary Circular on Relevant Issues
Concerning the Collection of Individual Income Tax over the Income Received by Individuals
from Transfer of the Listed Shares Subject to Sales Limitations (ࠢ
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) (Cai Shui [2010] No. 70). As of the Latest
Practicable Date, the aforesaid provision has not expressly provided that individual income tax
shall be collected from non-mainland China resident individuals on the sale of shares of
mainland China resident enterprises listed on overseas stock exchanges.
If mainland China income tax is imposed on gains realized from the transfer of our H
Shares or on dividends paid to our non-mainland China resident investors, the value of your
investment in our H Shares may be affected. Furthermore, our Shareholders whose jurisdictions
of residence have tax treaties or arrangements with mainland China may not qualify for
benefits under such tax treaties or arrangements.
Policies on foreign investment in the PRC may adversely affect our business and results
of operations.
The investment activities of foreign investors in the PRC are subject to certain regulations
regarding the industry participated and imposed to additional verification procedures by certain
authorities. The Special Management Measures (Negative List) for the Access of Foreign
Investment (2024) (݄(૶ఊ)(2024و), the “ Negative
List ”) issued by the NDRC and MOFCOM, which set out in a unified manner the restrictive
measures for the access of foreign investments such as the requirements for equity and senior
management, and the industries that are prohibited for foreign investment. The Negative List
covers 11 industries, and any field not covered by the Negative List shall be administered under
the principle of equal treatment to domestic and foreign investment. As of the Latest
Practicable Date, our main business in China does not fall within the Negative List. However,
certain industries are specifically prohibited for foreign investment, which may restrict us from
entering into these industries afterwards.
Any failure to comply with relevant regulations regarding the registration requirements
for employee share incentive plans may subject our share incentive plan participants or
us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign
Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of
Overseas Publicly Listed Company (ྌ̮ි၍ଣ
) (Hui Fa [2012] No. 7), replacing earlier rules promulgated in 2007.
Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a
continuous period of not less than one year and participate in any stock incentive plan of an
overseas publicly listed company, subject to a few exceptions, are required to register with
SAFE through a domestic qualified agent and complete certain other procedures. In addition,
an overseas-entrusted institution must be retained to handle matters in connection with the
exercise or sale of stock options and the purchase or sale of shares and interests. We and our
executive officers and other employees who are PRC citizens or who reside in China for a
continuous period of not less than one year and who have been granted options will be subject
to these regulations when our company becomes an overseas-listed company upon the
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completion of the Global Offering. Failure to complete SAFE registrations may subject them
to fines, and legal sanctions. In light of the above, we cannot assure you that we will
continuously adopt additional incentive plans for our directors, executive officers and
employees under PRC law.
In addition, SA T has issued certain circulars concerning employee share options and
restricted shares. Under these circulars, our employees working in China who exercise share
options or are granted restricted shares will be subject to PRC individual income tax. We have
obligations to file documents related to employee share options or restricted shares with
relevant tax authorities and to withhold individual income taxes of those employees who
exercise their share options. If our employees fail to pay or we fail to withhold their income
taxes according to relevant laws and regulations, we may face sanctions imposed by the tax
authorities or other PRC governmental authorities.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares, an active trading market for our
H Shares may not develop following the Global Offering and the liquidity and market
price of our H Shares may be volatile.
Prior to the Global Offering, there was no public market for our H Shares. We cannot
assure you that a public market for our H Shares with adequate liquidity and trading volume
will develop and be sustained following the completion of the Global Offering. In addition, the
Offer Price of our H Shares is expected to be fixed by agreement between the Overall
Coordinators and us and may not be an indication of the market price of our H Shares following
the completion of the Global Offering. If an active public market for our H Shares does not
develop following the completion of the Global Offering, the market price and liquidity of our
H Shares could be materially and adversely affected. The price and trading volume of our H
Shares may be highly volatile. Several factors, some of which are beyond our control, such as
variations in our prospects, changes in our pricing policy, the emergence of new technologies,
strategic alliances or acquisitions, the addition or departure of key personnel, changes in profit
forecast or recommendations by financial analysts, changes in ratings by credit rating agencies,
litigation or the removal of the restrictions on share transactions, could cause large and sudden
changes to the volume and price at which our H Shares will trade. In addition, the Stock
Exchange and other securities markets have, from time to time, experienced significant price
and volume volatility that is not related to the operating performance of any particular
company.
The liquidity, trading volume and market price of our Shares following the Global
Offering may be volatile, which could result in 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 political uncertainties in Hong
Kong and the general market conditions of the securities in Hong Kong and elsewhere in the
world. In particular, the business and performance and the market price of the shares of other
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companies engaging in similar business may affect the price and trading volume of our H
Shares. In addition to market and industry factors, the price and trading volume of our H Shares
may be highly volatile for specific business reasons, such as fluctuations in our revenue,
earnings, cash flows, investments, expenditures, regulatory developments, relationships with
our suppliers and customers, movements or activities of key personnel, or actions taken by
competitors. Moreover, shares of other companies listed on the Stock Exchange with
significant operations and assets in the PRC 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 but related to the overall political and economic conditions in Hong Kong, the
PRC or elsewhere in the world.
Future sales or issuances or perceived sales or issuances or conversion of substantial
amounts of our securities in the public market following the Global Offering, including
any future public offering in China or conversion of our unlisted Shares into H Shares,
could have a material adverse effect on the price of our H Shares and our ability to raise
additional capital in the future, and may result in dilution of your shareholding.
The price of our H Shares could decline as a result of future sales of a substantial number
of our H Shares or other securities relating to our H Shares in the public market, the issuance
of new shares or other securities, or the perception that such sales or issuances may occur.
Future sales, or anticipated sales, of substantial amounts of our securities, including any future
offerings, could also materially and adversely affect our ability to raise capital at a specific
time and on terms favorable to us. In addition, our Shareholders may experience dilution of
their holdings if we issue more securities in the future. New shares or shares-linked securities
issued by us may also confer rights and privileges that take priority over those conferred by the
H Shares.
According to the stipulations by the State Council’s securities regulatory authority and the
Articles of Association, our Unlisted Shares may be converted into H Shares and such
converted H Shares may be listed or traded on an overseas stock exchange, provided that prior
to the conversion and trading of such converted shares, the requisite internal approval
processes (but without the necessity of Shareholders’ approval by class) have been duly
completed and the administrative procedures of the relevant PRC regulatory authorities,
including the CSRC, have been completed. In addition, such conversion, trading and listing
must comply with the regulations prescribed by the State Council’s securities regulatory
authorities and the regulations, requirements and procedures prescribed by the relevant
overseas stock exchange. We can apply for the listing of all or any portion of our Unlisted
Shares on the Stock Exchange as H Shares in advance of any proposed conversion to ensure
that the conversion process can be completed promptly upon notice to the Stock Exchange and
delivery of shares for entry on the H Share register. This could increase the supply of H Shares
in the market, and future sales, or perceived sales, of the converted H Shares may materially
and adversely affect the trading price of H Shares.
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Y ou will incur immediate and significant dilution if the Offer Price of the Offer Shares is
higher than the net tangible asset value per H Share and may experience further dilution
if we issue additional Shares in the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per H Share
immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the
Global Offering will experience an immediate dilution in pro forma consolidated net tangible
asset value. There can be no assurance that if we were to immediately liquidate after the Global
Offering, any assets would be distributed to Shareholders after the creditors’ claims. To expand
our business, we may consider offering and issuing additional Shares in the future. Purchasers
of the Offer Shares may experience dilution in the net tangible asset value per Share of their
Shares if we issue additional Shares in the future at a price that is lower than the net tangible
asset value per Share at that time.
We cannot assure you when, whether and in what form or size we will pay dividends in
the future.
Our ability to pay dividends will depend on whether we are able to generate sufficient
earnings. Distribution of dividends shall be decided by our Board of Directors at their
discretion and will be subject to the approval of the general meeting. A decision to declare or
to pay dividends and the amount thereof depends on various factors, including but not limited
to our prospects, cash flows and financial position, operating and capital expenditure
requirements, distributable profits as determined under PRC GAAP or HKFRS (whichever is
lower), our Articles of Association and other constitutional documents, the PRC Company Law
and any other applicable PRC laws and regulations, market conditions, our strategy and
projection for our business, contractual restrictions and obligations, taxation, regulatory
restrictions and any other factors from time to time deemed by our Board of Directors as
relevant to the declaration or suspension of dividends. As a result, there can be no assurance
whether, when and in what form we will pay dividends in the future. Subject to any of the
above constraints, we may not be able to pay dividends in accordance with our dividend policy.
See “Financial Information — Dividends and Dividend Policy.”
Certain facts, forecasts and other statistics obtained from government publications
contained in this prospectus may not be reliable in terms of accuracy, competence or
reliance.
Certain facts, forecasts and other statistics contained in this prospectus relating to China,
the PRC economy and the industry in which we operate have been derived from various official
government publications. We have taken reasonable care in the reproduction or extraction of
the official government publications or other third-party reports for the purpose of disclosure
in this prospectus, however, we cannot guarantee the quality or reliability of such source
materials. They have not been prepared or independently verified by us, the Underwriters or
any of their respective affiliates or advisers and, therefore, we make no representation as to the
accuracy of such information obtained from the official government publications, which may
not be consistent with other information compiled within or outside the PRC. Further, there is
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no assurance that the information obtained from the official government publications are stated
or compiled on the same basis or with the same degree of accuracy as the case may be in other
jurisdictions. In all cases, investors should give consideration as to how much weight or
importance they should attach to or place on such facts.
Forward-looking information in this document is subject to risks and uncertainties.
This prospectus contains forward-looking statements and information relating to us and
our operations and prospects that are based on our current beliefs and assumptions as well as
information currently available to us. When used in this prospectus, the words “anticipate,”
“believe,” “estimate,” “expect,” “plans,” “prospects,” “going forward,” “intend” and similar
expressions, as they relate to us or our business, are intended to identify forward-looking
statements. Such statements reflect our current views with respect to future events and are
subject to risks, uncertainties and various assumptions, including the risk factors described in
this prospectus. Should one or more of these risks or uncertainties materialize, or if any of the
underlying assumptions prove incorrect, actual results may diverge significantly from the
forward-looking statements in this prospectus. Whether actual results will conform with our
expectations and predictions is subject to a number of risks and uncertainties, many of which
are beyond our control, and reflect future business decisions that are subject to change. In light
of these and other uncertainties, the inclusion of forward-looking statements in this prospectus
should not be regarded as representations that our plans or objectives will be achieved, and
investors should not place undue reliance on such forward-looking statements. All forward
looking statements contained in this prospectus are qualified by reference to the cautionary
statements set out in this section.
Y ou should read the entire prospectus carefully and we strongly caution you not to place
any reliance on any information contained in press articles or other media or research
analyst reports regarding us, our business, or our industry Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this Prospectus, there
has been press and media coverage regarding us, our business, our industry and the Global
Offering. There may be additional media coverage regarding us, our business, our industry and
the Global Offering subsequent to the date of this Prospectus but prior to the completion of the
Global Offering. Such press and media coverage may include references to certain information
that does not appear in this Prospectus, including certain operating and financial information
and projections, valuations and other information. None of us or any other person involved in
the Global Offering has authorized the disclosure of any such information in the press or media
and none of us accepts any responsibility for any such press or media coverage or the accuracy
or completeness of any such information or publication. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any such information or publication.
To the extent that any such information is inconsistent or conflicts with the information
contained in this Prospectus, we disclaim responsibility for it, and you should not rely on such
information.
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In preparation for the Global Offering, we have sought the following waivers from strict
compliance with certain provisions of the Listing Rules.
W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong, which normally means that at least two executive
directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further
provides that the requirement in Rule 8.12 may be waived by having regard to, among other
considerations, the applicant’s arrangements for maintaining regular communication with the
Hong Kong Stock Exchange.
Given that (i) our core business operations are principally located, managed and
conducted in the PRC and the Company’s head office is situated in the PRC; (ii) all of our
executive Directors and senior management principally reside in the PRC and will continue to
reside in the PRC; and (iii) the management and operation of our Group have mainly been
under supervision of the executive Directors and senior management of our Company, who are
principally responsible for the overall management, corporate strategy, planning, business
development and control of our Group’s business, we do not have, and do not contemplate in
the foreseeable future that we will have sufficient management presence in Hong Kong for the
purpose of satisfying the requirement under Rule 8.12 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with Rule 8.12 of the Listing Rules. We will ensure
that there are adequate and efficient arrangements to achieve regular and effective
communication between us and the Stock Exchange as well as compliance with the Listing
Rules by way of the following arrangements:
(a) Authorized Representatives: we have appointed Mr. Y ang Lei ( เᆾ) and Dr. Li
Qiang ( ҽ੶) as the authorized representatives of our Company (“ Authorized
Representatives ”) for the purpose of Rule 3.05 of the Listing Rules. The Authorized
Representatives will act as our principal channel of communication with the Stock
Exchange and would be readily contactable by phone and email to deal promptly
with enquiries from the Stock Exchange. The Authorized Representatives possess
valid travel documents to visit Hong Kong and are able to renew such travel
documents when they expire in order to visit Hong Kong. Our Company will provide
contact details of the Authorized Representatives to the Stock Exchange and will
inform the Stock Exchange as soon as practicable in respect of any changes in
Authorized Representatives. Accordingly, our Authorized Representatives will be
able to meet with the relevant members of the Stock Exchange to discuss any matters
in relation to our Company within a reasonable period of time. See “Directors and
Senior Management” for further biographical details of our Authorized
Representatives;
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(b) Directors: to facilitate communication with the Stock Exchange, we have provided
the Authorized Representatives and the Stock Exchange with the contact details of
our Directors (i.e. mobile phone number, office phone number, email address and
fax number (as applicable)). In the event that any of our Directors expects to travel
or otherwise be out of office, he or she will provide the phone number of the place
of his/her accommodation to the Authorized Representatives, so that the Authorized
Representatives would be able to contact all our Directors (including the
independent non-executive Directors) promptly at all times if and when the Stock
Exchange wishes to contact our Directors. To the best of our knowledge and
information, each Director who is not ordinarily resident in Hong Kong possesses or
can apply for valid travel documents to visit Hong Kong and can meet with the Stock
Exchange within a reasonable period after requested by the Stock Exchange; and
(c) Compliance Advisor: we have appointed SPDB International Capital Limited as
our Compliance Advisor in compliance with Rule 3A.19 of the Listing Rules. The
Compliance Advisor will, among other things and in addition to the Authorized
Representatives, provide us with professional advice on continuing obligations
under the Listing Rules and act as our additional channel of communication with the
Stock Exchange during the period from the Listing Date to the date on which our
Company complies with Rule 13.46 of the Listing Rules in respect of our financial
results for the first full financial year immediately after the Listing. The Compliance
Advisor will be available to answer enquiries from the Stock Exchange and will act
as an additional channel of communication with the Stock Exchange when the
Authorized Representatives are not available.
W AIVER IN RELATION TO JOINT COMPANY SECRETARIES
Rule 8.17 of the Listing Rules provides that our Company must appoint a company
secretary who satisfies the requirements under Rule 3.28 of the Listing Rules. According to
Rule 3.28 of the Listing Rules, our Company must appoint an individual, who, by virtue of
his/her academic or professional qualifications or relevant experience, is, in the opinion of the
Stock Exchange, capable of discharging the functions of company secretary. Pursuant to Note
1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the following academic or
professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister (as defined in the Legal Practitioners Ordinance (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)).
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In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant
experience”, the Stock Exchange will consider the individual’s:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the Securities and Futures Ordinance, Companies Ordinance, Companies (Winding
Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
We have appointed Dr. Li Qiang ( ҽ੶)( “ Dr. Li ”) and Ms. Y eung Siu Wai Kitty ( เʃᅆ)
(“Ms. Y eung”) as the joint company secretaries of our Company. See “Directors and Senior
Management — Joint Company Secretaries” for their biographies. Ms. Y eung is a chartered
governance professional and an associate of both The Hong Kong Chartered Governance
Institute and The Chartered Governance Institute, and therefore meets the qualification
requirements under Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the
Listing Rules.
Accordingly, while Dr. Li does not possess the qualification required of a company
secretary under Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and
the Stock Exchange has granted, a waiver from strict compliance with the requirements under
Rules 3.28 and 8.17 of the Listing Rules on the basis of the arrangements below:
(a) Dr. Li will endeavor to attend relevant training courses, including briefings on the
latest changes to the relevant applicable Hong Kong laws and regulations and the
Listing Rules which will be organized by our Company’s Hong Kong legal advisor
on an invitation basis and seminars organized by the Stock Exchange for listed
issuers from time to time;
(b) Both Dr. Li and Ms. Y eung have confirmed that each of them will be attending a
total of no less than 15 hours of training courses on the Listing Rules, corporate
governance, information disclosure, investor relations as well as the functions and
duties of the company secretary of a Hong Kong listed issuer during each financial
year as required under Rule 3.29 of the Listing Rules;
(c) Ms. Y eung will assist Dr. Li to enable him to acquire the relevant experience (as
required under Rule 3.28 of the Listing Rules) to discharge the duties and
responsibilities as the company secretary of our Company;
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(d) Dr. Li will communicate regularly with Ms. Y eung on matters relating to corporate
governance, the Listing Rules and any other laws and regulations which are relevant
to our Company and its affairs. Ms. Y eung will work closely with, and provide
assistance to, Dr. Li in the discharge of his duties as a company secretary, including
organizing our Company’s Board meetings and Shareholders’ general meetings;
(e) prior to the expiry of Dr. Li’s initial term of appointment as the company secretary
of our Company, we will evaluate his experience in order to determine if he has
acquired the qualifications required under Rules 3.28 of the Listing Rules, and
whether on-going assistance should be arranged so that Dr. Li’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; and
(f) the Company has appointed SPDB International Capital Limited as its Compliance
Advisor pursuant to Rule 3A.19 of the Listing Rules which will act as the additional
communication channel with the Stock Exchange (for a period commencing on the
Listing Date and ending on the date on which the Company complies with Rule
13.46 of the Listing Rules in respect of its financial results for the first full financial
year after the Listing Date, or until the engagement is terminated, whichever is
earlier) and provide professional guidance and advice to the Company (including Dr.
Li) as to the compliance with the Listing Rules and all other applicable laws and
regulations.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules. Such
waiver will be revoked immediately if and when (i) Dr. Li ceases to be assisted by a person
with qualifications under Rules 3.28 and 8.17 of the Listing Rules, or (ii) if there are material
breaches of the Listing Rules by us. We will liaise with the Stock Exchange before the end of
the three-year period to enable it to assess whether Dr. Li, having had the benefit of Ms.
Y eung’s assistance for three years, will have acquired relevant experience within the meaning
of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
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DIRECTORS’ RESPONSIBILITY STATEMENT
This prospectus, for which our Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules
(Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving
information to the public with regard to our Group. Our Directors, having made all reasonable
enquiries, confirm that to the best of their knowledge and belief, the information contained in
this prospectus is accurate and complete in all material respects and not misleading or
deceptive, and there are no other matters the omission of which would make any statement
herein or this prospectus misleading.
FILING PROCEDURES WITH THE CSRC
We filed with the CSRC for the application to list our H Shares on the Stock Exchange
and the Global Offering on April 18, 2025. The CSRC subsequently confirmed our completion
of filing application procedures on September 23, 2025. In completing such filing, the CSRC
accepts no responsibility for our financial soundness, nor for the accuracy of any of the
statements made or opinions expressed in this prospectus. No other filings are required to be
completed before the listing of the H Shares on the Stock Exchange.
THE HONG KONG PUBLIC OFFERING AND THIS PROSPECTUS
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. The Global Offering comprises the Hong Kong Public
Offering of initially 1,331,600 H Shares and the International Offering of initially 25,300,400
H Shares (subject to reallocation on the basis referred to in the section headed “Structure and
Conditions of the Global Offering”).
For applicants under the Hong Kong Public Offering, this prospectus sets out the terms
and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Joint Sponsors-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries, the Underwriters, any of their respective
directors, agents, employees or advisors or any other party involved in the Global Offering.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. The Hong Kong Public Offering is underwritten by the Hong Kong
Underwriters under the terms and conditions of the Hong Kong Underwriting Agreement. The
International Offering is 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 October 24, 2025.
Neither the delivery of this prospectus nor any offering, sale or delivery made in
connection with the H Shares should, under any circumstances, constitute a representation that
there has been no change or development reasonably likely to involve a change in our affairs
since the date of this prospectus or imply that the information contained in this prospectus is
correct as of any date subsequent to the date of this prospectus.
For details of the structure of the Global Offering, including its conditions, please refer
to the section headed “Structure and Conditions of the Global Offering” in this prospectus. For
the procedures for applying for our H Shares, please refer to the section headed “How to Apply
for Hong Kong Offer Shares” in this prospectus.
INFORMATION ABOUT THIS PROSPECTUS
Y ou should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information that is
different from what is contained in this prospectus. Any information or representation not made
in this prospectus must not be relied on by you as having been authorized by us, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors, the
Joint Lead Managers, any of the Underwriters, any of our or their respective directors, officers
or representatives or any other person involved in the Global Offering. Neither the delivery of
this prospectus nor any offering, sale or delivery made in connection with the H Shares should,
under any circumstances, constitute a representation that there has been no change or
development reasonably likely to involve a change in our affairs since the date of this
prospectus or imply that the information contained in this prospectus is correct as of any date
subsequent to the date of this prospectus.
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applicants under the Hong Kong Public Offering,
this prospectus set out the terms and conditions of the Hong Kong Public Offering.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for conversion of Unlisted Shares into H Shares, which
involves 300,000,000 Shares held by all our existing Shareholders. See “History, Development
and Corporate Structure” and “Share Capital” for details of our existing Shareholders and their
respective interests in the Company and relevant procedures for the conversion of Unlisted
Shares into H Shares. Such H Shares to be converted from Unlisted Shares (including the
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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Shares held by our Pre-IPO Investors) are restricted from trading for a period of one year after
the Listing. The conversion of Unlisted Shares into H Shares has been approved by the CSRC
on September 23, 2025 and is still subject to the approval by the Stock Exchange.
PROCEDURES FOR APPLICATION FOR THE HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set forth in the section
headed “How to Apply for the Hong Kong Offer Shares”.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in the
section headed “Structure and Conditions of the Global Offering”.
RESTRICTIONS ON OFFER AND SALE OF THE H SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his/her/its acquisition of Offer Shares to, confirm that
he/she/it is aware of the restrictions on offers and sales of the Offer Shares described in this
prospectus.
No action has been taken to permit a public offering of the Offer Shares or the general
distribution of this prospectus in any jurisdiction other than in Hong Kong. Accordingly, this
prospectus may not be used for the purposes of, and does not constitute, an offer or invitation
in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized
or to any person to whom it is unlawful to make such an offer or invitation. The distribution
of this prospectus and the offering of the Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of
such jurisdictions and pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom. In particular, the Offer Shares have not been
offered or sold, and will not be offered or sold, directly or indirectly, in the PRC or the U.S.
Prospective applicants for the Offer Shares should consult their financial advisors and
seek legal advice, as appropriate, to inform themselves of, and to observe, all applicable laws,
rules and regulations of any relevant jurisdiction. Prospective applicants for the Offer Shares
should also inform themselves as to the relevant legal requirements and any applicable
exchange control regulations and applicable taxes in the countries of their respective
citizenship, residence or domicile.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the approval for the listing of, and permission
to deal in, (i) the H Shares to be issued pursuant to the Global Offering; and (ii) the H Shares
to be converted from Unlisted Shares. Our Unlisted Shares may be converted to H Shares after
obtaining the approval of the CSRC, details of which are set out in “Share Capital —
Conversion of Unlisted Shares into H Shares”.
No part of our Company’s share capital or loan capital 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. All Offer Shares will be registered on our H Share Registrar in order to enable
them to be traded on the Stock Exchange.
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 Global Offering, or such longer period (not exceeding six
weeks) as may, within the said three weeks, be notified to our Company by the Stock Exchange.
COMMENCEMENT OF DEALINGS IN THE H SHARES
Dealings in the H Shares on the Stock Exchange are expected to commence at 9:00 a.m.
(Hong Kong time) on Tuesday, October 28, 2025. The H Shares will be traded in board lots of
200 H Shares each. The stock code of the H Shares will be 1384.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants the approval for the listing of, and permission to deal in, the
H Shares and we comply with the stock admission requirements of HKSCC, the H Shares will
be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the 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 HKSCC Rules and HKSCC Operational
Procedures in effect from time to time.
Investors should seek the advice of their stockbroker or other professional advisor for
details of the settlement arrangement as such arrangements may affect their rights and interests.
All necessary arrangements have been made to enable the H Shares to be admitted into CCASS.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
Persons applying for or purchasing H Shares under the Global Offering are deemed, by
their making an application or purchase, to have represented that they are not close associates
(as such term is defined in the Listing Rules) of any of our Directors or any 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 or disposing of, and/or dealing in the H
Shares or exercising any rights attached thereto. We emphasize that none of us, the Joint
Sponsors, the Joint Sponsors-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 respective directors, officers or
representatives or any other person involved in the Global Offering accepts responsibility for
any tax effects or liabilities resulting from your subscription, purchase, holding or disposing
of, or dealing in, the H Shares or your exercise of any rights attached to the H Shares.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Hong Kong Public
Offering will be registered on our H Share register of members to be maintained in Hong Kong
by our H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre,
16 Harcourt Road, Hong Kong. Our principal register of members will be maintained by us at
our headquarter in the PRC.
Dealings in the H Shares registered on our H Share register of members will be subject
to Hong Kong stamp duty. See “Statutory and General Information – D. Other Information –
11. Taxation of Holders of H Shares” in Appendix VI. For further details of Hong Kong stamp
duty, please seek professional tax advice.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by the Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the Shareholders as recorded on our H Share register
of members in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered
address of each Shareholder.
According to the Guide to the Program for “Full Circulation” of H shares promulgated by
the Shenzhen subsidiary of CSDC on September 23, 2024, 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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, amounts denominated in Hong Kong dollars and Renminbi
have been translated, for the purpose of illustration only, into U.S. dollars in this prospectus
at the following exchange rates as of the Latest Practicable Date:
HK$1.00: RMB0.91296
US$1.00: RMB7.10480
US$1.00: HK$7.78216
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.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments, or have been rounded to a set number of decimal places. Accordingly,
figures shown as totals in certain tables or charts may not be an arithmetic aggregation of the
figures preceding them. Any discrepancies in any table or chart in this prospectus between
totals and sums of amounts listed therein are due to rounding.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the
Chinese translation of this Prospectus, the English version of this prospectus shall prevail
unless otherwise stated. However, if there is any inconsistency between the names of any of
the entities mentioned in the English version of this prospectus which are not in the English
language and their English translations, the names in their respective original language shall
prevail.
The English names of companies incorporated in the PRC are translations from their
Chinese names and included for identification purpose only.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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For further information on our Directors, see “Directors and Senior Management” of this
prospectus.
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Zhao Jiehui (ሾ) Room 404, Building 34, Block 3
Liuxing Garden, Dongxiaokou Town
Changping District
Beijing, PRC
Chinese
Mr. Y ang Lei ( เᆾ) No. 16, Unit 1, No. 66
Panjiang South Road
Xiaohe District
Guiyang, PRC
Chinese
Dr. Li Qiang ( ҽ੶) Building 2232, Juyuan Road,
Mingduyuan, Konggang Street
Shunyi District
Beijing, PRC
Chinese
Mr. Cao Lianfei (࠭Room 2803, Unit 2, Tower 8
No, 996, First Phase Huafu Avenue
Tianfu New District
Chengdu, PRC
Chinese
Ms. Shi Yi (֝Room 0735, Building 2
South Station Future Area
No. 1, Y uhong Street
Industrial Avenue
Panyu District
Guangzhou, PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Address Nationality
Non-executive Director
Mr. Wang Zhenghao ( ˮ͍ख) Room 1605, Unit 1
Building 3, Block 2
Lianhuahe Hutong, Xicheng District
Beijing, PRC
Chinese
Independent non-executive Directors
Dr. Y ang Hongxia (ᒳ) Room 701, Unit 1, Building 3
Changji Tingtang Residential Area
No. 7 Xicun Team, Nantianju
Haitang District
Sanya, PRC
Chinese
Dr. Kong Xianguang ( ˆኮΈ) Room 714, Unit 1, Building 57
Residential Compound
North Campus
Xidian University
Xi’an, PRC
Chinese
Mr. Zhang Jielong (Ꮂ) Flat D, 22/F, Blk 27, Park Island
8 Pak Lai Rd, Ma Wan, NT
Hong Kong
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 9–


--- page 110 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
CMBC International Capital Limited
45/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Guotai Junan Capital Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
BOCOM International (Asia) Limited
9th Floor, Man Y ee Building
68 Des V oeux Road Central
Hong Kong
Joint Sponsor-Overall Coordinators,
Overall Coordinators
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
CMBC Securities Company Limited
45/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 111 ---
Guotai Junan Securities (Hong Kong)
Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
BOCOM International Securities Limited
15th Floor, Man Y ee Building
68 Des V oeux Road Central
Hong Kong
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
CMBC Securities Company Limited
45/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
Guotai Junan Securities (Hong Kong)
Limited
27/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 112 ---
BOCOM International Securities Limited
15th Floor, Man Y ee Building
68 Des V oeux Road Central
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon, Hong Kong
Joint Lead Manager and Capital Market
Intermediary
Y ellow River Securities Limited
Room 2701B, 27/F, Tower 1,
Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong
Auditor and Reporting Accountant 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:
Clifford Chance
27/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC law and PRC data compliance
law:
Haiwen & Partners
20/F, Fortune Financial Center
5 Dong San Huan Central Road
Chaoyang District
Beijing, PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 113 ---
Legal Advisors to the Joint Sponsors
and Underwriters
As to Hong Kong law:
King & Wood Mallesons
13/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC law:
Han Kun Law Offices
9/F, Office Tower C1, Oriental Plaza
1 East Chang An Avenue
Dongcheng District
Beijing, PRC
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Room 2504-2505, Wheelock Square
1717 Nanjing West Road
Jing’an District
Shanghai, PRC
Compliance Advisor SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
International Sanctions Legal Advisor Hogan Lovells
11th Floor, One Pacific Place
88 Queensway
Hong Kong
Receiving Bank China CITIC Bank International Limited
80th Floor, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 114 ---
Registered Office Room 1001-1002, 10th Floor, Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Head Office and Principal Place of
Business in the PRC
Room 1001-1002, 10th Floor, Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Principal Place of Business in Hong Kong Room 1910, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
Company’s Website www.deepexi.com
(The information on the website does not
form part of this prospectus)
Joint Company Secretaries Dr. Li Qiang ( ҽ੶)
Room 1001-1002, 10th Floor, Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Ms. Y eung Siu Wai Kitty ( เʃᅆ)
(ACG, HKACG)
Room 1910, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
Authorized Representatives Mr. Y ang Lei ( เᆾ)
Room 1001-1002, 10th Floor, Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Dr. Li Qiang ( ҽ੶)
Room 1001-1002, 10th Floor, Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
CORPORATE INFORMATION
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--- page 115 ---
Audit Committee Mr. Zhang Jielong (Ꮂ) (Chairman)
Dr. Y ang Hongxia (ᒳ)
Dr. Kong Xianguang ( ˆኮΈ)
Remuneration and Appraisal Committee Dr. Kong Xianguang ( ˆኮΈ) (Chairman)
Dr. Y ang Hongxia (ᒳ)
Mr. Zhao Jiehui (ሾ)
Nomination Committee Mr. Zhao Jiehui (ሾ) (Chairman)
Mr. Y ang Lei ( เᆾ)
Dr. Y ang Hongxia (ᒳ)
Dr. Kong Xianguang ( ˆኮΈ)
Mr. Zhang Jielong (Ꮂ)
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bank China Merchants Bank Co., Ltd.,
Beijing Dongzhimen Branch
1/F, Tianheng Building
No. 46, Dongzhimenwai Avenue
Dongcheng District
Beijing, PRC
CORPORATE INFORMATION
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--- page 116 ---
Certain information and statistics set out in this section and elsewhere in this
prospectus are derived from various government and other publicly available sources and
from the market research report prepared by Frost & Sullivan. Frost & Sullivan is an
independent industry consultant engaged by us, and we commissioned Frost & Sullivan
to prepare a market research report. The information from official government sources
has not been independently verified by our Company, the Joint Sponsors, the Joint
Sponsors-Overall Coordinator , the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of our or their respective directors, officers or representatives or any
other person involved in the Global Offering, and no representation is given as to its
accuracy.
OVERVIEW OF ENTERPRISE AI APPLICATION SOLUTION MARKET IN CHINA
Development of Enterprise AI Application Solution Market in China
AI has undergone significant evolution since its inception, with continuous advancements
expanding its capabilities — ranging from discriminative AI to large model AI, and from
artificial narrow intelligence (ANI) to the emerging potential of artificial general intelligence
(AGI) and the ultimate goal of artificial superintelligence (ASI). As AI becomes increasingly
integrated into the workplace, it is reshaping industries, driving disruptive innovation, and
realizing substantial productivity gains. In this context, AI application solutions have become
vital tools for organizations of all sizes, helping them tackle unique challenges and achieve
strategic objectives. Enterprise AI application solutions refer to a wide range of solutions that
integrate AI algorithms into hardware, software and services that are provided to enterprises.
Enterprise AI application solutions seamlessly integrate AI into enterprise systems, ensuring
scalability and compatibility with existing infrastructure, while delivering tangible value
through the resolution of complex, industry-specific problems and supporting long-term
business growth.
Taking advantage of the proliferation of AI and the trend of ongoing digital
transformation, the market size of enterprise AI application solution market, in terms of
revenue, has grown from RMB10.7 billion in 2020 to RMB38.6 billion in 2024, representing
a CAGR of 37.8% from 2020 to 2024. Looking forward, driven by wider adoption of enterprise
AI application solutions across diverse industries and continual innovations in AI technologies,
the market size of enterprise AI application solution market in China, in terms of revenue, is
expected to reach RMB239.4 billion in 2029 with a CAGR of 44.0% from 2024 to 2029. The
enterprise AI application solutions market in China remains relatively fragmented with over
200 market players in the market. The top five players collectively accounted for over 30% of
the market by revenue in 2024, with each generating more than RMB1.0 billion in revenue. Our
market share in 2024 in the enterprise AI application solutions market in China was 0.6%.
INDUSTRY OVERVIEW
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--- page 117 ---
2020
10.7 14.9 19.5 28.6 38.6
55.4
81.2
120.7
172.7
239.4
0.0 0.0 0.0 1.4 5.8
8.4
13.8
22.5
35.1
52.7
10.7 14.9 19.5 27.2 32.8 47.0
67.4
98.2
137.6
186.8
2020-2024
Market size of enterprise AI application solution market in China, in terms of revenue
37.8%Total
RMB Billion, 2020-2029E
44.0%
CAGR 2024-2029E
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
N/ALarge model AI application 55.5%
32.3%Discriminative AI application
Large model AI application
Discriminative AI application
41.6%
Source: Desk research, National Bureau of Statistics, Frost & Sullivan
Key Differences between Large Model AI and Discriminative AI
AI has undergone significant technological evolution over the decades, advancing
through distinct phases — from early rule-based systems to discriminative AI powered by
machine learning and deep learning, and now to large model AI, which leverages advanced
foundation models alongside techniques such as fine-tuning and model distillation. As a result,
enterprise AI application solutions can be further categorized into enterprise discriminative AI
application solutions and enterprise large model AI application solution. While discriminative
AI continues to widely adopted across many applications, large model AI is rapidly emerging
as a transformative force with vast potential for enterprises. The key differences between large
model AI application solution and traditional discriminative AI application solutions are set out
below:
Feature
Large Model AI Application
Solution
Traditional Discriminative
AI Application Solutions
Key Function /H1118/H1118/H1118/H1118/H1118/H1118 Generative AI: Perform a
wide range of tasks, including
generating original content
such as text, images, video,
audio, and software code, as
well as handling text-based
processing tasks like
summarization, translation,
and sentiment analysis in
response to user prompts or
requests
 Focus on classifying data into
predefined categories or
predict numerical values based
on input data, and primarily
used for image and object
detection, speech and audio
processing and pattern
recognition, among others
INDUSTRY OVERVIEW
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Feature
Large Model AI Application
Solution
Traditional Discriminative
AI Application Solutions
 Agentic AI: Exhibit a level of
autonomy, decision-making
capability and adaptability that
allows them to take actions and
interact with various and
changing situations for the
given goals
Output /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Contents in different media
forms, as well as actions in
response to given tasks or
external environments
 Often discrete labels (e.g.,
spam/not spam, cat/dog),
numerical predictions (e.g.,
fraud possibility)
Underlying
algorithms /H1118/H1118/H1118/H1118/H1118/H1118
 Primarily based on
Transformer architecture with
billions of parameters, and
reinforcement learning where a
model make decisions by
interacting with an
environment to maximize
cumulative rewards
 Often utilize various models
like logistic regression,
support vector machines,
decision trees, random forests,
and smaller neural networks
Training data /H1118/H1118/H1118/H1118/H1118/H1118 Massive amounts of unlabeled
data especially in the pre-
trained stage, and labeled data
in the SFT stage
 Large amounts of labeled data
where the correct output for
each input is known
Examples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Text/image/audio/video/code
generation tools and AI agents,
among others
 Image recognition, audio
processing and fraud detection,
among others
INDUSTRY OVERVIEW
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--- page 119 ---
Feature
Large Model AI Application
Solution
Traditional Discriminative
AI Application Solutions
 Both of FastData enterprise
data intelligence solution and
FastAGI enterprise AI solution
fall under large model AI
application solution. FastData
enterprise data intelligence
solution prepares data for AI,
delivering tokenized data
output for training and fine-
tuning large models and
agentic AI applications.
FastAGI enterprise AI solution
acts as a one-stop solution
enabling full processes from
knowledge base development
and model management to the
incubation of AI agents,
simplifying the complexities of
AI deployment to empower
enterprises across industries to
optimize decision-making,
enhance operational efficiency
and boost productivity.
OVERVIEW OF ENTERPRISE LARGE MODEL AI APPLICATION SOLUTION
MARKET IN CHINA
Development of Enterprise Large Model AI Application Solution Market in China
The development of large model AI has been one of the most significant advancements
in artificial intelligence in recent years, revolutionizing how enterprises operate, innovate, and
engage with customers. With the rise of models like GPT, BERT, and other Transformer-based
architectures, large model AI application solution has emerged as powerful tools for enterprises
of all sizes, driving transformation across enterprise operations and enhancing user experiences
in diverse applications. In particular, large model AI application solution not only enables
enterprises generate and process various types of content more efficiently, but also more
importantly, empowers them to make better-informed and more impactful business decisions.
While recognizing the transformative potential of large model AI, enterprises often face several
challenges and pain points when considering the development and adoption of these
applications:
 Lack of ready-to-use large model AI applications. Many enterprises, due to the
novelty of large model AI, still lack readily available applications that are
seamlessly integrated into their daily workflows. The incompatibility among
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enterprise systems, foundation models and public knowledge capabilities creates
integration challenges, which hampers their ability to realize the full potential of
large model AI, preventing substantial improvements in operational efficiency and
productivity.
 Challenges in adapting foundation models to meet specific enterprise needs.
Foundation models lack the capability to comprehend and handle industry-specific,
complex tasks. These foundation models can only provide enterprises with basic
functions such as office collaboration and intelligent assistants. These functions
offer limited added value and fail to address critical business needs, such as
decision-making support and productivity tools, which are essential for corporate
operations. To make these models relevant for a particular enterprise, it is crucial to
integrate the enterprises’ unique data and business logic into a cohesive framework,
which must then be incorporated into the training process. This approach allows for
the development of large model AI applications tailored to the enterprise, enabling
them to accurately interpret and make data-driven decisions based on the
enterprises’ distinctive business logic and analysis. However, many enterprises
struggle to fully leverage foundation models due to limitations in internal
development resources and a shortage of AI talent specialized in large model AI,
making it challenging to adapt these models to meet their specific needs.
 Unready data quality for enterprise large model AI application development.
High-quality data is essential for transforming foundation models into enterprise
large model AI applications. However, many enterprises face significant challenges
in data governance often dealing with incomplete, non-standardized, and inaccurate
data, preventing them from achieving effective, unified management of both
structured and unstructured data. The inability to manage structured, semi-structured
and unstructured data in a unified, high-quality manner hinders the provision of
standardized, high-quality training corpora, creating substantial barriers to
deploying agentic AI applications.
 Demand for optimized computing power infrastructure to support large model AI
applications. To support the high computational requirement of large model AI
applications, enterprises are driving demand for optimized computing power
services that can enhance efficiency and reduce infrastructure costs.
In order to address the aforementioned pain points faced by enterprises during the
development and adoption of large model AI technologies, enterprise large model AI
application solution is offered. Enterprise large model AI application solution, as a subset of
enterprise AI solutions, refer to applications built on large model AI capabilities, along with the
supporting services necessary when delivering integrated large model AI solutions including
model development services, data platform services, and computing power optimization
services to help enterprises to better utilize enterprise large model AI applications to realize
cost reduction and efficiency increases.
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The benefits of these components of enterprise large model AI application solution are set
out below:
 Enterprise large model AI applications. Large model AI applications are designed
to seamlessly integrate into the daily workflows of enterprises, ensuring that
enterprises can immediately benefit from AI-driven automation, decision-making,
and content generation. By providing turnkey solutions that are pre-configured and
easy to deploy, these applications reduce the complexity associated with large model
AI adoption. Enterprises can quickly leverage large model AI’s capabilities to
improve operational efficiency and productivity without having to build everything
from scratch.
 Model development services. Model development services specialize in fine-tuning
and customizing foundation models to suit the unique requirements of an enterprise,
ensuring that the AI is tailored to handle industry-specific tasks and leverage
business logic. By integrating an enterprise’s proprietary data and domain expertise
into the training process, model development services can help create large model
AI models that comprehend and process the complex, context-specific information
that is crucial for the enterprise. Supervised Fine-Tuning (SFT) and reinforcement
learning are two commonly used techniques in model development services. SFT
adapts a pre-trained large model to a specific downstream task using labeled data.
While it is a straightforward and effective method for aligning a foundation model
with task-specific outputs, it often requires a substantial amount of labeled data and
significant computational resources. Reinforcement learning is an interdisciplinary
area of machine learning and optimal control concerned with how an intelligent
agent should take actions in a dynamic environment in order to maximize a reward
signal. It’s often used when there is no direct labeling, and the model would explore
to discover an optimal strategy.
 Data platform services. Data platform services provide solutions for data collection,
storage, processing, and management, enabling enterprises to govern their data from
multiple sources in a unified, high-quality manner. More importantly, data platform
services play a crucial role in preparing data for large model AI model training by
tokenizing the organized data. Tokenization involves breaking down the raw data
into smaller, manageable units — tokens — that can be effectively processed by the
AI model. These tokens represent discrete pieces of information, such as words,
phrases, or symbols, which the model can comprehend and use to learn patterns,
relationships, and context. By converting structured, unstructured and semi-
structured data into tokens, data platforms ensure that the data is in a format that can
be efficiently fed into the training process of enterprise large model AI applications.
This step is essential for enabling the model to learn from vast amounts of diverse
data, improving its ability to generate accurate and contextually relevant outputs in
real-world applications.
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 Computing power optimization services. Computing power optimization services
enhance the efficiency of computing resources across diverse infrastructure,
enabling enterprises to deploy large model AI applications more cost-efficient.
In 2024, the market size of enterprise large model AI application solution market in
China, in terms of revenue, has reached RMB5.8 billion and is expected to reach RMB52.7
billion in 2029, growing with a CAGR of 55.5% from 2024 to 2029. The enterprise large model
AI application market accounted for 15% of the overall enterprise AI application solution
market in 2024 and is expected further to increase to 22% in 2029.
2020-2024
Market size of enterprise large model AI application solution market in China, in terms of revenue
N/A
RMB Billion, 2020-2029E
55.5%
CAGR
Total
2024-2029E
1.4
5.8
8.4
13.8
22.5
35.1
52.7
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
5% 15% 15.2% 17.0% 18.7% 20.3% 22.0%
Proportion to enterprise AI application solution
Source: Desk research, National Bureau of Statistics, Frost & Sullivan
The State of Large Model AI and Its Progression from Generative AI to Agentic AI
The state of large model AI has evolved rapidly since its inception, with a clearer
understanding emerging of its progression from generative AI to the more advanced concept of
agentic AI. While both generative AI and agentic AI are built upon large model AI and
represent advancements in the field, they diverge in their focus and application. Generative AI
is designed to create content ranging from text and images, to codes, audio and even video by
learning from vast amounts of data and applying that knowledge to generate new, original
outputs that mimic human creativity. In contrast, agentic AI goes beyond content creation, and
it is capable of making decisions, taking actions and adapting to changing environments,
focusing on acting autonomously to achieve specific goals with minimal human intervention.
Some further differences between generative AI and agentic AI are set out below:
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Feature Agentic AI Generative AI
Key Function /H1118/H1118/H1118/H1118/H1118/H1118 Exhibit a level of autonomy,
decision-making capability and
adaptability that allows them
to take actions and interact
with various and changing
situations for the given goals
 Perform a wide range of tasks,
including generating original
content such as text, images,
video, audio, and software
code, as well as handling text-
based processing tasks like
summarization, translation,
and sentiment analysis in
response to user prompts or
requests
Output /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Actions, decisions, task
completion
 Content such as text, images,
audio, video and codes
Example /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 AI agents  Chatbots, content generation
tools and code generation
tools, among others
 Both of FastData enterprise
data intelligence solution and
FastAGI enterprise AI solution
fall under large model AI
application solution. FastData
enterprise data intelligence
solution prepares data for AI,
delivering tokenized data
output for training and fine-
tuning large models and
agentic AI applications.
FastAGI enterprise AI solution
acts as a one-stop solution
enabling full processes from
knowledge base development
and model management to the
incubation of AI agents,
simplifying the complexities of
AI deployment to empower
enterprises across industries to
optimize decision-making,
enhance operational efficiency
and boost productivity.
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Although still in its early stages, agentic AI represents a paradigm shift in the way
artificial intelligence is conceptualized and applied. Unlike generative AI, which primarily
produces content based on user prompts, agentic AI is capable of acting autonomously to
achieve specific objectives within dynamic and evolving environments. As agentic AI
continues to advance, it paves the way for the broader potential of artificial general intelligence
(AGI), with the long-term vision of achieving artificial superintelligence (ASI), where AI could
surpass human cognitive capabilities and operate with a level of intelligence that exceeds that
of human beings. Solutions provided by leading market participants extends far beyond basic
generative AI capabilities such as simple data retrieval, office collaboration and simple
chatbots. They directly tackle core business challenges by providing decision-making support
and productivity enhancement tools. By arming individual employees with an extensive
knowledge pool that spans both enterprise-wide and industry-specific data, they aims to
empower businesses to make better-informed, more impactful business decisions.
Drivers of Enterprise Large Model AI Application Solution Market in China
 Open-source foundation models promote accessibility and cost efficiency. The
widespread adoption of open-source foundation large models is accelerating the
enterprise adoption of large model AI application solution by lowering technical barriers
and costs. Open-source foundation models eliminate the need for enterprises to build
models from scratch, allowing them to achieve rapid knowledge transfer and domain
adaptation, which significantly shortens development cycles and enhances efficiency.
Additionally, the collaborative nature of the open-source ecosystem fosters faster
algorithmic iteration and continuous technological advancement, making large model AI
solutions more accessible, particularly for small and medium-sized enterprises.
 Demand for intelligent solutions in industry-specific scenarios. As digital
transformation accelerates, enterprises are progressively adopting intelligent solutions
that are specifically tailored to the unique challenges of their industries. Large model AI
application solution is seen as key to driving breakthroughs that streamline workflows
and enhance overall efficiency within vertical markets, through, for example, replacing
traditional office tools with more intelligent agents capable of advanced content
generation and decision making, thereby positioning enterprises for greater agility and
competitiveness.
Future Trends of Enterprise Large Model AI Application Solution Market in China
 Development of agentic AI. Leveraging the advancements in large model technology,
agentic AI envisions autonomous agents that can perform tasks with unparalleled
consistency and reliability. These agents will function as adaptive, independent entities,
making real-time decisions and employing context-sensitive strategies. Furthermore,
agentic AI agents are anticipated to work in seamless collaboration with other AI systems,
coordinating efforts to tackle increasingly complex tasks and drive broader objectives,
thereby unlocking the full potential of enterprise large model AI application solution.
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 Expansion of application scenarios of large model AI. As large-model AI technologies
continue to mature and commercialize, enterprises are expected to increasingly adopt
large model AI application solution to address a wide range of needs across various
industries — from marketing and sales to areas such as R&D, finance, supply chain
management, and beyond, which further drive the demand for enterprise large model AI
application solution.
 Global expansion. Leveraging a mature domestic sales and service system, along with
extensive technical implementation experience, Chinese enterprise large model AI
application solution providers are accelerating their expansion into international markets.
Chinese providers, with their expertise in complex scenarios and rapid iteration
capabilities, are well-positioned to meet the growing need for scalable and efficient
solutions in the global market. By integrating localized service networks with partner
ecosystems, they can swiftly adapt to regional market demands, transforming proven
domestic best practices into globally scalable deployment strategies and driving sustained
overseas growth.
Competitive Landscape of Enterprise Large Model AI Application Solution Market in
China
The competitive landscape of the enterprise large model AI application solution market
in China is relatively concentrated, with the top five providers accounting for 39.1% of the
total market share in terms of revenue in 2024. There were approximately 100 market players
in the enterprise large model AI application market in China.
We ranked fifth in China’s enterprise large model AI application solution market, in terms
of revenue in 2024, with a market share of 4.2% and is expected to reach 4.4% in 2025. Market
share and ranking for China’s enterprise large model AI application solution market is based
on revenue attributable to the enterprise large model AI application solution segment only.
Ranking Company Revenue
(RMB Million, 2024)
Market Share
(%, 2024)
1 Company A 640 11.0%
2 Company B 560 9.7%
3 Company C 420 7.3%
4 Company D 400 6.9%
5 The Company 243 4.2%
Ranking of Top Enterprise Large Model AI Application Solution Providers in China
Source: Desk research, Expert interview, Frost & Sullivan
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Notes:
(1) Company A, founded in 2000 in Beijing, is a public company listed on both Hong Kong Stock Exchange and
NASDAQ. Company A is an AI company that offers a wide range of products and services including mobile
internet services, cloud services, intelligent driving and among others to both enterprise-grade customers and
individual customers based on various monetization method such as project-based method or subscription-base
method. Company A has less than 40 thousand employee as of December 31, 2024.
(2) Company B, founded in 1999 in Hefei, is a public company listed on Shenzhen Stock Exchange. Company B
is an AI company primarily adopting intelligent audio technology, which provides a wide range of services
including intelligent education services, consumer services, smart city business, enterprise AI solutions and
among others to both enterprise-grade customers and individual customers based on various monetization
method such as project-based method or sales of products. Company B has approximately 5,000 employee as
of December 31, 2024.
(3) Company C, founded in 1999 in Hangzhou, is a public company listed on both the Hong Kong Stock Exchange
and the New Y ork Stock Exchange. Company C provides a wide range of services across cloud and AI services,
logistics services, local lifestyle services, entertainment services, and e-commerce services to both enterprise-
grade customers and individual customers based on a variety of monetization method such as project-based
method or take rate-based method. Company C has less than 200 thousand employees as of December 31,
2024.
(4) Company D, founded in 2014 in Hong Kong, is a public company listed on the Hong Kong Stock Exchange.
Company D is an AI company primarily adopting computer vision technology, which primarily provides
computer vision AI solutions, automobile solutions, computing infrastructure solutions and among others to
enterprise-grade customers based on project-based monetization method. Company D has less than 5,000
employees as of December 31, 2024.
Labor expenses represent the Group’s major cost component in China’s enterprise large
model AI application solutions market. Fluctuation of such expense is considered relatively
stable, although salary growth has been slowing down in recent years due to a sluggish job
market, it is expected to resume moderate growth in the future in line with the market recovery.
The average annual urban salary for employees in private companies within China’s
information transmission, software, and IT services industry increased from RMB101.3
thousand in 2020 to RMB123.2 thousand in 2024, reflecting a CAGR of 5.0% from 2020 to
2024, and is expected to reach RMB144.5 thousand in 2029 with a CAGR of 4.1% from 2024
to 2029.
Entry Barriers of Enterprise Large Model AI Application Solution Market in China
 Data capability. The data capability of large model AI application solution providers is
fundamental to the development of large model AI application solution as these large
model and applications rely heavily on vast amounts of diverse, high-quality data for
training. Providers with advanced data capabilities — particularly in the integration of
data with AI technologies — are able to handle complex tasks across various industries
with greater accuracy, scalability, and relevance. Such capabilities not only enable more
efficient data processing and model training but also ensure that the resulting solutions
are adaptable to the unique needs of different sectors.
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 Engineering capability. Engineering capability is a key success factor in the enterprise
large model AI application market. It involves developing and deploying large model AI
solutions within enterprise applications, including building strong technical frameworks,
integrating complex systems, and ensuring continuous operation and maintenance tailored
to industry-specific needs. Leading market players with strong engineering capabilities
are better positioned to deliver customized, industry-specific solutions that meet
enterprise requirements. In contrast, new entrants often lack mature technology
frameworks and adaptive toolchains, making it difficult to meet the high standards of
stability, security, and response speed demanded by enterprise customers. This results in
longer product delivery cycles and higher failure rates, hindering newcomers from
matching the technological maturity of established players in the short term.
 Product capability. Leading enterprise large model AI application solution providers
continuously refine solution performance and expand functionalities by leveraging
extensive customer feedback. Through ongoing updates and iterations, they develop more
advanced large model AI application solution tailored to diverse industry-specific
scenarios. In contrast, new entrants, lacking deep industry expertise, long-term
technological accumulation, and real-world scenario validation, often struggle to support
the complex business logic required by enterprises.
 Industry know-how. Leading enterprise large model AI application solution providers
possess deep expertise in embedding business processes, understanding industry-specific
logic, and adhering to compliance regulations. Through long-term collaboration with top
industry clients, they build extensive knowledge bases that capture business rules and
scenario constraints, refining them into optimization targets for large model AI
application solution. In contrast, new entrants lacking industry know-how face prolonged
development cycles from pilot to scale, struggling with both low customer trust and
limited market presence.
Threats and Challenges of Enterprise Large Model AI Application Solution Market in
China
 High computational costs. Deploying large models require significant computational
resources, including advanced GPUs and substantial energy consumption. Enterprises
must carefully evaluate the costs of deploying large model AI application solution and be
prepared for the high ongoing operational expenses involved. While leading solution
providers can help improve computing efficiency through dedicated computing power
platforms and optimized large model development solution, the significant computational
demands may still pose a barrier to adoption for many organizations.
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 Talent shortage. The growing demand for specialized talent is becoming a key challenge
in China’s enterprise large model AI solutions market, as effective development and
deployment increasingly depend on cross-disciplinary professionals who combine deep
expertise in large models with strong domain-specific knowledge. New entrants may find
it difficult to compete with established players in attracting and retaining this highly
sought-after talent.
OVERVIEW OF OVERSEAS ENTERPRISE LARGE MODEL AI APPLICATION
SOLUTION MARKET
The development of enterprise large model AI application solution market has been
rapidly evolving on a global scale. Collaborations and knowledge exchanges between
enterprises globally contribute to the flourishing overseas enterprise large model AI application
solution market, addressing the need for global development and collaboration in the field of
large model AI. The market size of the overseas enterprise large model AI application solution
market excluding China, in terms of revenue, is expected to increase from USD6.8 billion in
2024 to USD53.7 billion in 2029 with a CAGR of 51.2% from 2024 to 2029.
2020
1.8
6.8
9.7
15.4
24.3
36.8
53.7
2020-2024
Market size of overseas enterprise large model AI application solution market, in terms of revenue
N/A
USD Billion, 2024-2029E
51.2%
CAGR
Total
2024-2029E
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Source: Desk research, Frost & Sullivan
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SOURCE OF INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a
detailed analysis and prepare an industry report on the markets in which we operate. Services
provided by Frost & Sullivan include market assessments, competitive benchmarking, and
strategic and market planning for a variety of industries. We have agreed to a total of RMB800
thousand in fees and expenses for the preparation and use of the Frost & Sullivan Report. The
payment of such an amount was not contingent upon our successful Listing or on the results
of the Frost & Sullivan Report. Apart from the Frost & Sullivan Report, we have not
commissioned any other industry report in connection with the Global Offering.
We have extracted certain information from the Frost & Sullivan Report in this section,
as well as in the sections headed “Summary,” “Risk Factors,” “Business,” “Financial
Information” and elsewhere in this prospectus to provide our potential investors with a more
comprehensive presentation of the industries in which we operate. Unless otherwise noted, all
of the data and forecasts contained in this section are derived from the Frost & Sullivan Report,
various official government publications and other publications. Frost & Sullivan prepared its
report based on its in-house database, independent third-party reports and publicly available
data from reputable industry organizations. Where necessary, Frost & Sullivan contacts
companies operating in the industry to gather and synthesize information in relation to the
market, prices and other relevant information. Frost & Sullivan believes that the basic
assumptions used in preparing the Frost & Sullivan Report, including those used to make future
projections, are factual, correct and not misleading. Frost & Sullivan has independently
analyzed the information, but the accuracy of the conclusions of its review largely relies on the
accuracy of the information collected. Frost & Sullivan’s research may be affected by the
accuracy of these assumptions and the choice of these primary and secondary sources.
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This section sets out an overview of the current laws and regulations applicable to the
Group in the PRC that may materially affect the Group and its operations. The principal
objective of this summary is to provide potential investors with an overview of the key laws
and regulations applicable to the Group.
This summary does not purport to be a comprehensive description of all the laws and
regulations applicable to the business and operations of the Group and/or which may be
important to potential investors.
REGULATIONS AND POLICIES ON INFORMATION INDUSTRY
Policies on Artificial Intelligence
The Development Plan of New Generation Artificial Intelligence (࢝
஝ྌ) which was promulgated by the State Council on July 8, 2017 and came into effect on
the same date, according to which, the State accelerates the cultivation of an artificial
intelligence industry with a major leading role, promote the in-depth integration of artificial
intelligence and various industrial fields, and form a data-driven, human-machine
collaboration, cross border integration, and co-creation and sharing of intelligent economic
forms. Data and knowledge have become the first element of economic growth, human-
machine collaboration has become the mainstream mode of production and service, cross-
border integration has become an important economic model, co-creation and sharing has
become a basic feature of economic ecology, personalized demand and customization have
become a new trend in consumption. Develop key basic software such as artificial intelligence-
oriented operating systems, databases, middleware, and development tools, break through core
hardware such as graphics processors, and study image recognition, speech recognition,
machine translation, intelligent interaction, knowledge processing, control decision-making
and other intelligent system solutions and cultivate and expand the basic software and
hardware industries for artificial intelligence applications.
The Guidelines for the Construction of the National New Generation of AI Open
Innovation Platform (ˏ), promulgated by
Ministry of Science and Technology of the PRC on August 1, 2019 and came into effect on the
same date, pointed out that “open and sharing” shall be the important philosophy in promoting
artificial intelligence innovation and industry development in China, and encouraged to open
innovation platforms for companies to do testing, and thus to form standard and modularized
models, middleware and applications for providing services to the public in the form of open
interfaces, model libraries, algorithm packages, etc.
The Guidelines for the Construction of the National New Generation Artificial Intelligence
Innovation and Development Pilot Zone (ܸ
ˏ), promulgated by Ministry of Science and Technology of the PRC on August 29, 2019,
amended on September 29, 2020 and came into effect on the same date, underlines that an
REGULATORY OVERVIEW
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environment conducive to the innovation and development of artificial intelligence shall be
created, as well as to promote the construction of artificial intelligence infrastructure and
strengthen the conditional support for the innovation and development of artificial intelligence.
National Catalog for Guidance on Industrial Restructuring
In accordance with the National Catalog for Guidance on Industrial Restructuring (2024
V ersion) (ኬͦ፽(2024و)) which was promulgated by the National
Development and Reform Commission on December 27, 2023 and came into effect on February
1, 2024, big data, cloud computing, software and information technology service and blockchain
information services within the extent permitted by PRC are under the encouraged category.
Outline of the 14th Five-Y ear Plan for National Economic and Social Development
The Outline of the 14th Five-Y ear Plan for National Economic and Social Development of
the People’s Republic of China and Outlines of Objectives in Perspective of the Y ear 2035 ( ʕ
ʞϋ஝ྌձ2035), promulgated
by the National People’s Congress on March 11, 2021 and came into effect on the same date,
points out the focus of key areas include high-end chips, operating systems, key artificial
intelligence algorithms, sensors, and PRC shall speed up technology R&D, and make
breakthroughs in basic theories, basic algorithms, and equipment materials.
Policies on the Software Industry
The Several Policies on Further Encouraging the Development of the Software and
Integrated Circuit Industries (ഄ) which
was promulgated by the State Council on January 28, 2011 and came into effect on the same
date, specifies a series of policies on tax preference, promotion of investment and scientific
research and talent support for the software industry.
REGULATIONS RELATING TO FOREIGN INVESTMENT
The Company Law of the PRC (), promulgated by the
Standing Committee of the National People’s Congress of the PRC (ɽึ੬ਕ։
ึ) (the “SCNPC”) on December 29, 1993, last amended on December 29, 2023 and came
into effect on July 1, 2024, governs the establishment, operation and management of companies
in the PRC, including foreign-invested companies. Unless foreign investment laws provide
otherwise, foreign-invested companies shall abide by the Company Law of the PRC.
Foreign investment in the PRC is subject to the Catalog of Industries for Encouraging
Foreign Investment (2022 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)) (the “Catalog”),
amended on October 26, 2022 and effective since January 1, 2023 and the Special
Administrative Measures for Foreign Investment Access (Negative List) (2024 V ersion) ( ̮
݄(૶ఊ)(2024و)) (the “Negative List”), promulgated on
September 6, 2024 and effective since November 1, 2024, both of which issued by the National
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Development and Reform Commission (ึ) (the
“NDRC”) and the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅) (the
“MOFCOM”). The Catalog and the Negative List lay out the basic framework for foreign
investment in China, classifying businesses into three categories with regard to foreign
investment: “encouraged”, “restricted”, and “prohibited”. Industries not listed in the Catalog or
the Negative List are generally deemed as falling into a fourth category, “permitted”, unless
specifically restricted by other PRC laws and regulations.
The Foreign Investment Law of the PRC () (the “FIL”),
promulgated by the National People’s Congress (ɽึ) on March 15, 2019,
effective since January 1, 2020, and the Implementation Regulations for the Foreign
Investment Law of the PRC (ૢԷ) (the “Implementation
Regulations for FIL”), promulgated by the State Council ( ਷ਕ৫) on December 26, 2019,
effective since January 1, 2020, are the principal existing law and regulation governing foreign
investment in the PRC. The FIL and the Implementation Regulations for FIL are enacted to
further expand opening-up, actively promote foreign investment, protect legitimate rights and
interests in foreign investment, and standardize foreign investment management. Pursuant to
the FIL and the Implementation Regulations for FIL, the PRC adopts a system of national
treatment plus the Negative List with respect to foreign investment administration. Foreign
investment and domestic investment in industries outside the scope of the Negative List issued
or released upon approval by the State Council would be treated equally.
On December 30, 2019, the MOFCOM and State Administration for Market Regulation ( ਷
̹ఙ္ຖ၍ଣᐼ҅) (the “SAMR”) promulgated the Measures for the Reporting of Foreign
Investment Information () (the “Reporting Measures”), which came
into effect on January 1, 2020. The Reporting Measures regulate information reporting relating
to foreign investment in the PRC. Pursuant to the Reporting Measures, foreign investors and
foreign-invested enterprises who directly or indirectly carry out investment activities in the PRC
shall report investment information to the competent departments of commerce by submitting
initial reports, change reports, cancelation reports and annual reports.
On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the Measures
on the Security Review of Foreign Investment (), effective on
January 18, 2021, setting forth provisions concerning the security review mechanism on
foreign investment, including the types of investments subject to review, review scopes and
procedures, among others. Foreign investor or relevant parties in China must declare the
security review prior to (i) the investments in the military industry, military industrial
supporting and other fields relating to the security of national defense, and investments in areas
surrounding military facilities and military industry facilities; and (ii) investments in important
agricultural products, important energy and resources, important equipment manufacturing,
important infrastructure, important transportation services, important cultural products and
services, important information technology and Internet products and services, important
financial services, key technologies and other important fields relating to national security; and
obtaining control in the target enterprise.
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REGULATIONS RELATING TO OVERSEAS LISTING
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
) (the “Overseas Listing Trial Measures”) and five relevant guidelines,
which became effective on March 31, 2023. Meanwhile, the Special Provisions of the State
Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies ( ਷
) and the Circular of the State
Council Concerning Further Strengthening the Administration of Share Issuance and Listing
Overseas (), which were
previously the main institutional basis for overseas offering and listing by domestic
enterprises, were repealed on March 31, 2023.
According to the Overseas Listing Trial Measures, PRC domestic enterprises which seek
to issue and list securities in overseas markets by direct or indirect means are required to
complete the filing procedures with and submit relevant materials to the CSRC. The Overseas
Listing Trial Measures provides that an overseas offering and listing is prohibited if there is
one of the following circumstances: (i) the listing is specifically prohibited for financing
purposes by laws, administrative regulations, or applicable requirements imposed by the State;
(ii) the overseas offering and listing might endanger national security as reviewed and
determined by competent authorities under the State Council in accordance with relevant laws;
(iii) the domestic enterprise or its controlling shareholder(s) and de facto controller(s) have
committed corruption, bribery, embezzlement, misappropriation of property, or other criminal
offenses disruptive to the order of the socialist market economy in recent three years; (iv) the
domestic enterprise is currently under judicial investigations for suspicion of criminal offenses
or materially breaching laws or regulations, where no definitive conclusions have been
reached; or (v) there are material ownership disputes with respect to equity interests held by
controlling shareholder(s) or equity interests held by other shareholders controlled by
controlling shareholder(s) and/or de facto controller(s).
The Overseas Listing Trial Measures also provides that if the issuer meets both the
following criteria, the overseas securities offering and listing conducted by such issuer will be
deemed as an indirect overseas offering and listing by PRC domestic enterprises: (i) the amount
of any of the operating revenue, total profit, total assets or net assets of the domestic enterprise
represents over 50% of that of the relevant item in the issuer’s audited consolidated financial
statements for the most recent fiscal year; and (ii) the main parts of the issuer’s business
activities are conducted in mainland China, or its principal place of business is located in
mainland China, or the majority of senior management in charge of its business operations and
management are PRC citizens or have their usual place of residence located in mainland China.
Where an issuer submits an application for an initial public offering to competent overseas
regulators, such issuer must file with the CSRC within three business days after such
application is submitted. The Overseas Listing Trial Measures also requires subsequent reports
to be filed with the CSRC on material events, such as a change of control or voluntary or forced
delisting of the issuer who has completed an overseas offering and listing.
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To enhance confidentiality and archive management for domestic enterprises’ overseas
offerings and listings, CSRC, the Ministry of Finance of the PRC (௅), National
Administration of State Secrets Protection (੗҅), and National Archives
Administration (҅) promulgated the Provisions on Strengthening Confidentiality and
Archives Administration Concerning Overseas Securities Offerings and Listings by Domestic
Enterprises (CSRC Announcement [2023] No. 44) (̋੶ྤʫΆุྤ̮೯БᗇՎձɪ̹
(ᗇ္ึʮѓ[2023]44 ໮)) on February 24, 2023, which
came into effect on March 31, 2023, and at the same time, replaced the Provisions on
Strengthening Confidentiality and Archives Administration Concerning Overseas Securities
Offerings and Listings (CSRC Announcement [2009] No. 29) (̋੶ίྤ̮೯БᗇՎၾ
(ᗇ္ึʮѓ[2009]29 ໮)). These provisions now cover
domestic joint stock companies directly listing overseas and entities indirectly listing abroad.
They outline procedural requirements and specify enterprises’ confidentiality responsibilities
and accounting archives administration, in alignment with the Overseas Listing Trial Measures.
Regulations Relating to Foreign Investment in Value-Added Telecommunications Services
Foreign direct investment in telecommunications companies in the PRC is regulated by
the Regulations for Administration of Foreign-invested Telecommunications Enterprises ( ̮
) (the “FITE Regulations”), which were promulgated by the State
Council on December 11, 2001 and amended on September 10, 2008, February 6, 2016 and
March 29, 2022. The FITE Regulations require foreign-invested telecommunications
enterprises in the PRC to be established as sino-foreign joint ventures. Unless otherwise
stipulated by the State, the equity interest acquired by the foreign investors in such enterprises
shall not exceed 50%. In addition, the foreign investors of the enterprises engaged in
value-added telecommunications services must satisfy a number of stringent performance and
operational experience requirements, including demonstrating a track record and experience in
operating such business. The enterprises that meet these requirements shall obtain approvals
from the MIIT and the MOFCOM or their authorized local branches, before launching the
value-added telecommunications business in the PRC. Moreover, pursuant to the Negative List,
foreign equity in enterprises providing value-added telecommunications business shall not
exceed 50%, but such stipulation is not applied to e-commerce, domestic multi-party
communications, store-and-forward and call centers services.
However, the State Council promulgated the Decision of the State Council on Revising
and Repealing Certain Administrative Regulations (ٙ
) on March 29, 2022, according to which the FITE Regulations was amended and such
amendment has come into effect on May 1, 2022 (the “New FITE Regulations”). The New
FITE Regulations, except as otherwise provided, no longer require stringent performance and
operational experience of the foreign investors in the enterprises providing value-added
telecommunications services. The foreign-invested telecommunications enterprises shall
obtain approvals from the MIIT or its authorized local branches prior to the commencement of
the value-added telecommunications business in the PRC. In addition, the New FITE
Regulations simplify the application process for telecommunication business operation
licenses and shorten the review period.
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The Notice of the Ministry of Information Industry of the PRC (which is the predecessor
of the “MIIT”) on Strengthening the Administration of Foreign Investment in and Operation of
V alue-added Telecommunications Business (ุ
) issued on July 13, 2006 requires foreign investors investing in and operating
value-added telecommunications services in the PRC to set up foreign-invested enterprises and
obtain licenses for such services. It prohibits domestic companies holding value-added
telecommunications services licenses from leasing, transferring or selling their licenses in any
form, or providing any resource, sites or facilities, to any foreign investors for their illegal
operation of any telecommunications business in the PRC. In addition to restricting dealings
with foreign investors, it contains a number of detailed requirements applicable to the operators
of value-added telecommunications services, including that operators or their shareholders
shall legally own the domain names and trademarks used in their daily operations and each
operator must possess the necessary facilities for its approved business operations and maintain
its facilities in the regions covered by its license.
According to the Notice of the MIIT regarding the Strengthening of Ongoing and Post
Administration of Foreign-Invested Telecommunications Enterprises (׵
) issued on October 15, 2020, the MIIT will no
longer issue Examination Letter for Foreign Investment and Operation in Telecommunications
Business (). Foreign-invested enterprises would need
to submit relevant foreign investment materials to the MIIT for obtainment or change of the
licenses for operation of telecommunications business.
REGULATIONS RELATING TO ANTI-MONOPOLY AND ANTI-UNFAIR
COMPETITION
According to the PRC Anti-Unfair Competition Law (ن
), which was adopted by the SCNPC on September 2, 1993, came into effect as of
December 1, 1993, and last amended on April 23, 2019, unfair competition refers to that the
operator disrupts the market competition order and damages the legitimate rights and interests
of other operators or consumers in violation of the provisions of the PRC Anti-Unfair
Competition Law in the production and operating activities. Pursuant to the PRC Anti-Unfair
Competition Law, operators must abide by the principle of voluntariness, equality, impartiality,
integrity and adhere to laws and business ethics during market transactions. Operators in
violation of the PRC Anti-Unfair Competition Law should bear corresponding civil,
administrative or criminal liabilities depending on the specific circumstances.
On February 7, 2021, the Anti-Monopoly Guidelines for the Internet Platform Economy
Sector () were promulgated by the Anti-Monopoly
Commission of the State Council. These guidelines outline certain practices that may, if
without justifiable reasons, constitute abuse of dominant position. The guidelines also
expressly state that concentration involving variable interest entities will also be subject to
antitrust filing requirements.
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On May 6, 2024, the SAMR issued Interim Provisions Against Unfair Competition in
Cyberspace (), which took effect on September 1, 2024. It
provides a regulatory basis for preventing and curbing unfair competition acts in cyberspace,
maintaining the market order of fair competition, encouraging innovation, protecting the
legitimate rights and interests of business operators and consumers, and promoting the
standardized, sustainable and sound development of the digital economy.
On June 24, 2022, the SCNPC adopted an amendment to the PRC Anti-Monopoly Law
(), which introduced a “safe harbor” for vertical monopoly
agreements entered into by operators whose market share falls below a specific threshold to be
set by the SAMR, granted the SAMR the power to suspend the review period in merger
investigations under specified circumstances, allowed public prosecutors to bring a civil public
interest lawsuit based on monopolistic behaviors, and significantly increased the penalties for
violation of PRC Anti-Monopoly Law, among others. This amendment emphasized the
enforcement of PRC Anti-Monopoly Law in the internet and other key industries.
The Provisions on the Review of Concentrations of Undertakings (ණʕ͡
) issued by the State Council on January 22, 2024 further clarified the factors
that should be considered to determine whether an undertaking acquires control over, or may
exercise decisive influence on, other undertakings.
REGULATIONS RELATING TO CONSUMER PROTECTION
The Consumer Protection Law of the PRC () (the
“Consumer Protection Law”) was first promulgated by the SCNPC on October 31, 1993 and was
last amended on October 25, 2013, effective on March 15, 2014. The Consumer Protection Law sets
out the obligations of business operators and the rights and interests of consumers. Business
operators must guarantee the quality, function, usage and term of validity of the goods or services
they sell or provide, if these goods and services are consumed under normal standards. The
consumers whose interests have been damaged due to their purchase of goods or acceptance of
services on online platforms may claim damages from the sellers or service providers. Online
platform operators may be subject to liabilities if the lawful rights and interests of consumers are
infringed in connection with consumers’ purchase of goods or acceptance of services on online
platforms if the platform operators fail to provide consumers with authentic contact information of
the sellers or service providers. The Implementation Rules of the Consumer Protection Law of the
PRC (ૢԷ) was promulgated by the State Council
on March 15, 2024 and came into effect on July 1, 2024, according to which, if the business
operators adopt automatic extension, automatic renewal, or other similar mechanisms in connection
with the provisions of their services, the business operators must prominently draw the attention of
the consumers before they accept the service and before the dates of automatic extension, automatic
renewal, or effectiveness of other mechanisms. The business operators cannot send commercial
information to consumers or make commercial telephone calls without the consent of the
consumers. In the event that a consumer consents to receive commercial information and/or
commercial telephone calls, the business operators must provide clear and convenient means of
cancelation and must immediately stop these behaviors if the consumer chooses to cancel.
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REGULATIONS RELATING TO CYBERSECURITY AND DATA PROTECTION
On June 22, 2007, the MPS, National Administration of State Secrets Protection (ڭ࢕
੗҅), State Council Information Office (abolished) and State Cryptography Administration
(੗ᇁ၍ଣ҅) issued the Administrative Measures for the Hierarchical Protection of
Information Security (), which regulate that the security
protection of an information system may be graded into five level. As for an information
system of Grade II or above which has been put into operation, its operator or user shall, within
30 days since the date when its security protection grade is determined, complete the
record-filing procedures at the local public security organ at the level of city divided into
districts or above. For an information system of Grade II or above newly built, its operator or
user shall, within 30 days after it is put into operation, complete the record-filing procedures
at the local public security organ at the level of municipality divided into districts or above.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕ
, the “ Cybersecurity Law ”), which became effective on June 1,
2017, pursuant to which, the state shall implement rules for graded protection of cybersecurity
and the network operators shall comply with laws and regulations and fulfill their obligations
to safeguard security of the network when conducting business and providing services. Those
who provide services through networks shall take technical measures and other necessary
measures pursuant to laws, regulations and compulsory national standards to safeguard the safe
and stable operation of the networks, respond to network security incidents effectively, prevent
illegal and criminal activities, and maintain the integrity, confidentiality and usability of
network data. Network operators of critical information infrastructure shall store within the
territory of the PRC all the personal information and important data collected and produced
within the territory of PRC. Where such information and data need to be provided abroad for
business purpose, security assessment shall be conducted pursuant to the measures developed
by the national cyberspace administration together with competent departments of the State
Council, unless otherwise provided for in laws and administrative regulations. The purchase of
network products and services by the network operators of critical information infrastructure
that may affect national security shall be subject to national security review.
On December 28, 2021, the Cyberspace Administration Of China (the “CAC”) together
with 12 other authorities, jointly promulgated the Measures for Cybersecurity Review ( ၣഖτ
) (the “CAC Measures”), which took effect on February 15, 2022 and replaced its
previous version promulgated on April 13, 2020. The CAC Measures provide that: (i) network
platform operators that are engaged in data processing activities which have or may have an
implication on national security shall undergo a cybersecurity review; (ii) network platform
operators that master personal information of more than one million users and seek to list abroad
(਷̮ɪ̹) shall file for a cybersecurity review with the Cybersecurity Review Office; (iii)
critical information infrastructure operators purchasing network products and services, which
affect or may affect national security, shall conduct a cybersecurity review as well. On March 26,
2025, we and our PRC Legal Advisor have conducted a real-name telephone consultation and
communication with the competent regulatory authority, the China Cybersecurity Review,
Certification and Market Regulation Big Data Center (Ⴉᗇձ̹ఙ္၍ɽᅰ
ኽʕː, the “CCRC”), and CCRC has confirmed that a listing in Hong Kong does not fall within
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the scope of the term of “listing abroad ( ਷̮ɪ̹)” under the CAC Measures. Given that (i)
CCRC has confirmed that listing in Hong Kong does not constitute a listing abroad ( ਷̮ɪ̹);
(ii) as of the Latest Practicable Date, we had not been notified by any competent governmental
authorities as a critical information infrastructure operator; and (iii) as of the Latest Practicable
Date, we had not received any notice that we are required to conduct a cybersecurity review or
our data processing activity affects or may affect national security, and the interpretation of
activities that “affect or may affect national security” under the current PRC laws and regulations
requires further clarification from the competent authorities, therefore, as advised by our PRC
Legal Advisor, we are not obliged to apply for a cybersecurity review pursuant to the CAC
Measures with respect to our proposed Listing. However, as further advised by our PRC Legal
Advisor, the interpretation and implementation of these laws and regulations with respect to the
cybersecurity review keep evolving, we cannot assure you that there will not be any additional
regulatory requirements regarding the cybersecurity review relating to the new laws and
regulations, and we are suggested by our PRC Legal Advisor that we should keep abreast of the
applicable laws and regulations in this regard and implement all necessary measures in a timely
manner to ensure compliance with the relevant laws and regulations.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍
, the “ Data Security Law ”), which took effect in September 2021. The Data
Security Law introduces 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 persons or
entities when such data is tampered with, destroyed, divulged, or illegally acquired or used. It
also provides for a security review procedure for the data activities which may affect national
security. In addition, the Data Security Law provides that important data processors shall
appoint a data security officer and establish a management department to take charge of data
security, and such processors shall evaluate the risk of their data activities periodically and file
assessment reports with the relevant regulatory authorities.
On July 7, 2022, the CAC issued the Measures for the Security Assessment of Data
Cross-border Transfer () which took effect on September 1, 2022.
The Measures for the Security Assessment of Data Cross-border Transfer require that any data
processor providing important data collected and generated during operations within the
territory of the PRC or personal information that should be subject to security assessment
according to law to an overseas recipient shall conduct security assessment. On March 22,
2024, the CAC issued the Provisions on Promoting and Regulating Cross-border Flow of Data
(), or the New Cross-border Data Flow Provisions, which
took effect on the same day. The New Cross-border Data Flow Provisions state that if there is
any conflict with the Measures for the Security Assessment of Data Cross-border Transfer, the
New Cross-border Data Flow Provisions shall prevail. The New Cross-border Data Flow
Provisions set out scenarios under which certain obligations for the cross-border data transfer
are waived, which include, among others, passing the security assessment of cross-border data
transfer, concluding a standard contract for the cross-border transfer of personal information
or obtaining the personal information protection certification. During the Track Record Period
and up to the Latest Practicable Date, our daily business operations have not involved any
transfer of important data or personal information to any overseas recipients.
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On September 24, 2024, the Cyber Data Security Regulations ( ၣഖᅰኽτΌ၍ଣૢ
Է) was promulgated by the State Council and has come into effect on January 1, 2025. The
Cyber Data Security Regulations is to implement general requirements on data security
management from the Cybersecurity Law, the Data Security Law, as well as the Personal
Information Protection Law, reiterating the general regulations for data processing activities
and rules of personal information protection, important data security protection, network data
cross-border transfer management, and internet platform service providers’ obligations.
On December 8, 2022, the MIIT promulgated the Measures for the Administration of Data
Security in the Field of Industry and Information Technology (Trial) (ʷჯਹᅰኽτ
ج(༊Б)), which came into effect on January 1, 2023. Data processors in the field of
industry and information technology shall take the main responsibility for the security of data
processing activities, implement hierarchical protection for various types of data, and where
different levels of data are being processed at the same time and it is difficult to take separate
protection measures, the protection shall be implemented in accordance with the requirements of
the highest levels, to ensure that the data continues to be effectively protected and legally utilized.
REGULATIONS ON PRIV ACY PROTECTION
Pursuant to the PRC Civil Code (Պ), which was promulgated
by the National People’s Congress on May 28, 2020, and became effective on January 1, 2021,
the personal information of a natural person shall be protected by law. Any organization or
individual that needs to collect, use, process, transmit, offer, disclose the personal information
of others shall do so in accordance with the law and ensure information security, and may
neither illegally collect, use, process or transmit the personal information of others, nor
illegally trade, provide or disclose the personal information of others. Anyone whose civil
rights and civil interests, including personal information, are infringed upon shall have the
right to seek tort liability against the infringer.
On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law
(, the “Personal Information Protection Law”), which took effect on
November 1, 2021. The Personal Information Protection Law requires, among others, that (i)
the processing (including the collection, storage, use, processing, transmission, provision,
disclosure and deletion) of personal information shall be processed following the principles of
lawfulness, legitimacy, necessity and good faith, and shall not be processed through
misleading, fraudulent, coercive and other means, (ii) the processing of personal information
should have a clear and reasonable purpose which should be directly related to the processing
purpose, in a method that has the least impact on personal rights and interests, and the
collection of personal information should be limited to the minimum scope necessary to
achieve the processing purpose to avoid the excessive collection of personal information.
Entities processing personal information bear responsibilities for their activities of processing
personal information, and shall adopt necessary measures to safeguard the security of the
personal information that they process.
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On November 3, 2022, the CAC, the MIIT, and the Ministry of Public Security issued
Administrative Provisions on Deep Synthesis of Internet-based Information Services ( ʝᑌ
), which took effect on January 10, 2023, impose obligations
on providers, technology supporters and users of deep synthesis technology, including
verification of user identity, implementing measures to protect data security and personal
information, content moderation, labeling content generated using deep synthesis technology,
and conducting security assessment and completing filings for provision of certain services.
On July 10, 2023, the CAC together with other relevant authorities, released the Interim
Measures on the Administration of Generative AI Services (ਕ၍ଣᅲБ፬
), which came into effect on August 15, 2023 and mainly impose compliance requirements
on providers of generative AI services. According to the Interim Measures on the Administration
of Generative AI Services, individuals or organizations that provide generative AI services of
text, image, audio, videos and other content shall be responsible as the producers of such network
information content and as the personal information processors to protect any personal
information involved. Providers of generative AI services shall enter into service agreements
with users registering for their generative AI services and shall adopt effective measures to
prevent minor users from over-relying or becoming addicted to generative AI services. In the
event that illegal content or users engaging in illegal activities using generative AI services are
discovered, the generative AI services providers are required to take appropriate measures,
including stopping the generation of such illegal content and suspending or terminating the
provision of services, undergo rectifications, keep relevant records and report to the competent
authority. Any provider of generative AI services with attribute of public opinions or capable of
social mobilization shall conduct security assessment and complete certain filings procedures in
accordance with the Administrative Provisions on Algorithm Recommendation for Internet
Information Services (). Providers of generative AI
services may be subject to penalties for non-compliance, including warning, public
denouncement, rectification orders and suspension of the provision of relevant services.
On March 7, 2025, the CAC together with other relevant authorities issued Measures for
the Identification of AI-Generated and Synthesized Content (ᅺᗆ፬
), which takes effect on September 1, 2025. According to the regulation, service providers
are required to add explicit or implicit labels to generated synthetic content and take legal
measures to regulate the dissemination of such content. When fulfilling procedures such as
algorithm filing and security assessments, service providers shall provide materials related to
the labeling of generated synthetic content in accordance with these regulations.
Our business includes FastData enterprise data intelligence solution and FastAGI
enterprise AI solution, in particular, (i) the core capability of FastData enterprise data
intelligence solution is to identify, parse, align and uniformly integrate and govern multi-modal
data such as enterprise documents, images, spreadsheets, technical drawings and complex
formulas, and output high-precision corpus format data, thereby supporting enterprise
AI-specific model training and fine-tuning and multiple generative AI applications based on
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model reasoning. As advised by our PRC Legal Advisor, generative AI-related regulations do
not apply to the solution. (ii) We are further advised by our PRC Legal Advisor that AI-related
regulations are applicable to the FastAGI enterprise AI solution as follows:
Regulation name Main requirements
Reasons for application
to our business
Our compliance with
regulatory requirements
Interim Measures on the
Administration of
Generative AI Services
(ਕ၍
) /H1118/H1118/H1118/H1118/H1118/H1118
If a provider of generative AI services identify
illegal content or users utilizing the services
for illegal activities, it shall take measures
such as stopping the generation, suspending
or terminating the provision of services to
such users, carry out rectification, keep
relevant records, and report to the relevant
competent authorities.
The Interim Measures on
the Administration of
Generative AI Services
applies to services that
use generative AI
technology to provide
content such as text,
images, audio and video
to the public in the
People’s Republic of
China. The FastAGI
enterprise AI solution
provides operational
agent, productivity agent
and workflow execution
agent, supporting
intelligent operational
decision-making based on
data analysis, inference of
complex business
knowledge and logic, and
flexible and autonomous
integration with enterprise
operations. Such solution
provides services for
generating content such
as text, images, audio and
video to the public,
therefore the Measures is
applicable.
We have been conducting
content vetting, including
manual and machine
review of the input data
and generated or
synthesized results of
users and timely dispose
the illegal and harmful
information in these data
and results. Besides, we
have formulated a
corresponding reward and
punishment system and
have included the relevant
content in the user
agreement.
Providers offering generative AI services with
public opinion attributes or social
mobilization capabilities shall carry out
security assessments in accordance with the
Administrative Provisions on Algorithm
Recommendation for Internet Information
Services (પᑥ၍ଣ஝
) and complete the corresponding filing
procedures.
We have carried out security
assessments for our
products and solutions
and completed the filing
for generative AI.
Providers shall formulate clear, specific and
operable labeling rules, carry out data
labeling quality assessments and sampling
to verify the accuracy of labeled content,
provide necessary training to labeling
personnel to enhance their awareness of law
compliance, and supervise and guide
labeling personnel in carrying out labeling
work in accordance with regulations and
rules.
We have formulated
corresponding labeling
rules and acceptance
criteria, carried out data
labeling quality
assessments and
sampling, specified the
qualification requirements
for the labeling personnel,
and provided necessary
training to its labeling
personnel.
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Regulation name Main requirements
Reasons for application
to our business
Our compliance with
regulatory requirements
Measures for the
Identification of AI-
Generated and
Synthesized Content
(࢙
) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Service providers shall add the explicit or
implicit identifications in the generated and
synthesized content.
The Measures for the
Identification of AI-
Generated and
Synthesized Content
applies to the
identification activities of
AI-generated and
synthesized content
conducted by network
information service
providers, and we carry
out identification
activities through
FastAGI enterprise AI
solution, therefore the
Measures is applicable.
We have added explicit or
implicit identifications in
the generated and
synthesized content.
Service providers shall clearly explain the
methods and styles of identifying generated
and synthesized content in their user service
agreements and remind users to carefully
read and understand the relevant
identification management requirements.
We have reflected the
relevant requirements in
the user agreement.
If a user requests a service provider to
provide generated and synthesized content
without adding an explicit identification, the
service provider may, after clearly defining
the user’s identification obligations and
usage responsibilities through the user
agreement, provide generated and
synthesized content without explicit
identification and keep relevant logs such as
the information of the provided object for
no less than six months according to law.
For generated and
synthesized content with
explicit identifications,
we will keep relevant
logs such as the
information of the
provided objects for no
less than six months.
When performing procedures such as
algorithm filing and security assessment,
service providers shall label relevant
materials in accordance with the generated
and synthesized content they provide.
We have provided the
corresponding materials
as required.
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Regulation name Main requirements
Reasons for application
to our business
Our compliance with
regulatory requirements
Administrative Provisions
on Deep Synthesis of
Internet-based
Information Services
(Υ
) /H1118/H1118/H1118/H1118/H1118/H1118
Providers of deep synthesis services shall, in
accordance with the law, verify the real
identity information of users of deep
synthesis services based on mobile phone
numbers, ID card numbers, unified social
credit codes or national network identity
authentication public services, and shall not
provide information release services to
users of deep synthesis services who have
not undergone real identity information
verification.
The Administrative
Provisions on Deep
Synthesis of Internet-
based Information
Services applies to the
provision of Internet
information services by
applying deep synthesis
technology, and our
business falls under the
category of providing
Internet-based information
services by applying deep
synthesis technology,
therefore the Provisions is
applicable.
We have conducted real
identity verification as
required and have not
provided information
release services to users
of deep synthesis services
who have not undergone
identity information
verification.
Providers shall label content generated using
deep synthesis technology.
We have labeled content
generated using deep
synthesis technology.
Providers of deep synthesis services with
public opinion attributes or social
mobilization capabilities shall go through
the filing procedures.
We have completed the
filing of the Internet-
based information
algorithm.
We are advised by our PRC Legal Advisor that (i) we have completed the required filing
under the Administrative Provisions on Algorithm Recommendation for Internet Information
Services (, the “Administrative Provisions”) and have
complied with the Administrative Provisions in all material aspects, and (ii) we have complied
with all applicable AI-related regulations in all material aspects.
REGULATIONS RELATING TO INTELLECTUAL PROPERTY
Trademark
The Trademark Law of the PRC () and the Regulation on the
Implementation of the Trademark Law of the PRC (ૢԷ)
govern trademark registration, protection, and usage in China. Enacted on August 23, 1982,
and last amended on April 23, 2019, the Trademark Law, effective from November 1, 2019,
follows the “first-to-file” principle. It grants exclusive rights to trademark registrants,
administered by the Trademark Office of the China National Intellectual Property
Administration (ᗆପᛆ҅) (the “NIPA”).
Registered trademarks are valid for ten years, renewable in ten-year increments. Renewal
procedures must be completed within twelve months before expiry, with a possible six-month
extension. The Trademark Office announces trademarks eligible for renewal. Trademark
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registrants can authorize others via licensing contracts, but licensing details must be filed with
the Trademark Office. Failure to file won’t affect bona fide third parties. Quality supervision
is the licensor’s responsibility, and licensees must maintain product quality when using the
registered trademark.
Patent
The Patent Law of the PRC () and the Implementation Rules
of the Patent Law of the PRC () govern patent activities
in China. Enacted on March 12, 1984, and last amended on October 17, 2020, the Patent Law
became effective on June 1, 2021. The Patent Office of the NIPA oversees national patent work.
Provincial, autonomous region, or municipal patent administration departments handle local
jurisdictions.
The Patent Law and its Implementation Rules recognize three patent types: “invention,”
“utility model” and “design.” Invention patents cover new technical solutions for products,
methods, or their improvements. Utility model patents apply to practical technical solutions for
product shapes, structures, or combinations. Design patents protect new aesthetic designs for
products, including shape, pattern, and color combinations. Invention patents are valid for
twenty years, design patents for fifteen years, and utility model patents for ten years from the
application date.
China follows the “first to file” principle, granting patents to the earliest applicant for the
same invention. Patentable inventions or utility models must be novel, inventive, and practical.
Patent holders’ rights are legally protected, allowing others to use the patent only with proper
authorization. Unauthorized use constitutes patent infringement unless specified by law.
Copyright
According to the Copyright Law of the PRC () promulgated
by the SCNPC on September 7, 1990, last amended on November 11, 2020 and effective on
June 1, 2021, and the Implementation Regulations of the Copyright Law of the PRC ( ʕശ
ૢԷ) promulgated by the State Council on August 2, 2002, last
amended on January 30, 2013 and effective on March 1, 2013, works of PRC citizens, legal
entities or unincorporated organizations, whether published or not, shall enjoy copyright.
Works refer to intellectual achievements in the field of literature, art and science that are
original and can be expressed in a certain form, including written works, oral works,
photographic works, video and audio works, and computer software. A copyright holder shall
enjoy a number of rights, including the right of publication, the right of authorship and the right
of reproduction.
In accordance with the Regulations on the Protection of Computer Software (ၑዚழ
ᚐૢԷ) promulgated by the State Council on June 4, 1991 and last amended on January
30, 2013, with the latest revision effective on March 1, 2013, Chinese citizen, legal person or
other organization is entitled under the copyright of the software he/it has developed, including
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the right of publication, right of acknowledgment, right of alteration, right of reproduction,
right of distribution, right of leasing, right of dissemination, right of translation and other
rights that software copyright owners shall have, regardless of whether such software has been
published.
In accordance with the Measures for Registration of Computer Software Copyright (ࠇ
) promulgated by the National Copyright Administration on April
6, 1992 and last amended on February 20, 2002, with the latest revision effective on the same
date, software copyrights, exclusive software copyright licensing contracts and transfer
contracts shall be registered, and the National Copyright Administration shall be the competent
authority for the administration of software copyright registration and has certified the China
Copyright Protection Center as the institution responsible for software registration.
Applications that comply with the rules shall be granted registration, and a corresponding
registration certificate shall be issued by the China Copyright Protection Center.
Domain Name
According to the Measures for the Administration of Internet Domain Names ( ʝᑌၣ
) issued by the MIIT on August 24, 2017 (effective from November 1, 2017),
and the Implementation Rules for National Top-Level Domain Name Registration (௟ॴ
) released by the China Internet Network Information Center on June 18,
2019 (effective on the same day), domain name owners must register their domain names. The
MIIT oversees China’s Internet domain names, while provincial, autonomous region, and
municipal telecommunications management bureaus are responsible for domain name services
within their respective regions. Registration operates on a “first come, first file” basis.
Applicants must provide accurate information and enter registration agreements with domain
name registration service providers. Upon completing the registration process, applicants
become the domain name holders.
REGULATIONS RELATING TO PROPERTY LEASING
Pursuant to the PRC Civil Code, a lessee may, upon the lessor’s consent, sublease the
leased object to a third person. The lease contract between the lessee and the lessor shall
continue to be valid despite the sublease by the lessee, and if the third person causes loss to
the leased object, the lessee shall bear the liability for compensation. A change in the
ownership of a leased object during the period that a lessee possesses the leased object in
accordance with the lease contract shall not affect the validity of the lease contract. Pursuant
to the Law on Administration of Urban Real Estate of the PRC (ήପ
), which was promulgated by the SCNPC on July 5, 1994 and was latest amended on
August 26, 2019, and the Management Measures for the Lease of Commercial Housing ( ਠ
) promulgated by the Ministry of Housing and Urban-Rural
Development on December 1, 2010, and effective on February 1, 2011, the parties to a housing
lease shall enter into a lease contract in accordance with the law. Within 30 days after the
conclusion of the housing lease contract, the parties to the lease shall go to the competent
department of construction (real estate) of the people’s government of the municipality, city or
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county where the leased housing is located to register and file the housing lease. In violation
of the foregoing provisions, the competent construction (real estate) departments of the
people’s governments of the municipalities directly under the central government, cities and
counties shall order rectification within a time limit. If rectification is not made by an
individual within the time limit, a fine of less than RMB1,000 shall be imposed. If rectification
is not made by an entity within the time limit, a fine of more than RMB1,000 but less than
RMB10,000 shall be imposed. According to the PRC Civil Code, the parties’ failure to register
the lease contract in accordance with the provisions of laws and administrative regulations does
not affect the validity of the contract.
REGULATIONS RELATING TO LABOR AND SOCIAL SECURITY
Labor Law and Labor Contract Law
According to the Labor Law of the PRC () promulgated on
July 5, 1994 and amended on August 27, 2009 and December 29, 2018, enterprises shall
establish and improve their system of workplace safety and sanitation, strictly abide by state
rules and standards on workplace safety, and conduct employees training on labor safety and
sanitation in the PRC. Labor safety and sanitation facilities shall comply with statutory
standards. Enterprises and institutions shall provide employees with a safe workplace and
sanitation conditions which are in compliance with applicable laws and regulations of labor
protection.
The Labor Contract Law of the PRC () promulgated on
June 29, 2007 and amended on December 28, 2012, and the Implementation Rules of the Labor
Contract Law of the PRC (ૢԷ) promulgated on
September 18, 2008 set out specific provisions in relation to the execution, the terms and the
termination of a labor contract and the rights and obligations of the employees and employers,
respectively. At the time of hiring, the employers shall truthfully inform the employees the
scope of work, working conditions, working place, occupational hazards, work safety, salary
and other matters which the employees request to be informed about.
Social Insurance and Housing Provident Fund
Pursuant to the Social Insurance Law of the PRC ()
which was promulgated on October 28, 2010 and with effect from July 1, 2011 and latest
amended on December 29, 2018, and the Interim Regulations on the Collection of Social
Insurance Fees (ᎈ൬ᅄᖮᅲБૢԷ) issued by the State Council on January 22,
1999 and last amended on March 24, 2019, employees shall participate in basic pension
insurance, basic medical insurance and unemployment insurance. Basic pension, medical and
unemployment insurance contributions shall be paid by both employers and employees.
Employees shall also participate in work-related injury insurance and maternity insurance.
Work-related injury insurance and maternity insurance contributions shall be paid by
employers rather than employees. Pursuant to the Notice of the General Office of the State
Council on Issuing the Plan for the Pilot Program of Combined Implementation of Maternity
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Insurance and Basic Medical Insurance for Employees (Ι೯<ᎈձ
ࣩ>) and Opinions of the General Office of the
State Council on Comprehensively Promoting the Implementation of the Combination of
Maternity Insurance and Basic Medical Insurance for Employees (પ
จԈ) promulgated on January 19, 2017 and
March 6, 2019, the maternity insurance and basic medical insurance for employees shall be
consolidated. According to the Social Insurance Law of PRC, employers must carry out social
insurance registration at the local social insurance agency, provide social insurance and pay or
withhold the relevant social insurance premiums for or on behalf of employees. For employers
failing to conduct social insurance registration, the administrative department of social
insurance shall order them to make corrections within a prescribed time limit; if they fail to do
so within the time limit, employers shall have to pay a penalty over one time but no more than
three times of the amount of the social insurance premium payable by them. Where an
employer fails to pay social insurance premiums in full or on time, the social insurance
premium collection agency shall order it to pay or make up the balance within a prescribed time
limit, and shall impose a daily late fee at the rate of 0.05% of the outstanding amount from the
due date; if still failing to pay within the time limit prescribed, a fine of one time to three times
the amount in default will be imposed on them by the competent administrative department.
According to the Regulations on the Administration of Housing Provident Fund (ג
၍ଣૢԷ) promulgated on April 3, 1999 and amended on March 24, 2002 and March
24, 2019, employers shall timely pay the housing provident fund in full and overdue or
insufficient payment shall be prohibited. Employers shall process the housing fund payment
and deposit registration in the housing provident fund administrative center. For enterprises
who violate the above laws and regulations and fail to apply for housing provident fund deposit
registration or open housing provident fund accounts for their employees, the housing
provident fund administrative center shall order the relevant enterprises to make corrections
within a designated period. Those enterprises failing to process registration of provident fund
accounts for their employees within the designated period shall be subject to a fine ranging
from RMB10,000 to RMB50,000. When enterprises violate those provisions and fail to pay the
housing provident fund in full amount as due, the housing provident fund administrative center
will order such enterprises to pay up the amount within a prescribed period; if those enterprises
still fail to comply with the regulations upon the expiration of the above-mentioned time limit,
further application will be made to the People’s Court for mandatory enforcement.
According to the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (ࣩ
༆ᙑ(ɚ)), which was promulgated on July 31, 2025 and came into effect
on September 1, 2025, if the employer and its employee agree or the employee undertakes that
social insurance contributions need not be paid, the People’s Court shall deem such agreement
or undertaking invalid. Furthermore, where the employer fails to pay social insurance
contributions in accordance with the applicable laws, and the employee seeks to terminate the
labor contract and claims economic compensation from the employer pursuant to the Labor
Contract Law of the PRC, the People’s Court shall support such claims.
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REGULATIONS RELATING TO THE PRC TAX
Income Tax Law
According to the PRC Enterprise Income Tax Law ()
promulgated by the National People’s Congress on March 16, 2007, and most recently amended
on December 29, 2018 and effective from the same date and the Enterprise Income Tax
Implementation Regulations (ૢԷ) promulgated by the
State Council on December 6, 2007, and most recently amended on December 6, 2024 and
effective from January 20, 2025, enterprises are divided into resident enterprises and
non-resident enterprises. Resident enterprises are enterprises which are set up in China in
accordance with law, or which are set up in accordance with the law of a foreign country
(region) but which are actually under the administration of institutions in China. Non-resident
enterprises are enterprises which are set up in accordance with the law of a foreign country
(region) and whose actual administrative institution is not in China, but which have institutions
or establishments in China, or which have no such institutions or establishments but have
income generated from inside China. Resident enterprises are subject to a uniform 25%
enterprise income tax rate on their worldwide income. The enterprise income tax rate is
reduced by 20% for qualifying small low-profit enterprises. The high-tech enterprises that need
full support from the PRC government will enjoy a 15% tax rate reduction for Enterprise
Income Tax.
Income Tax Relating to Dividend Distribution
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) and relevant protocols, which were promulgated by the SA T on August
21, 2006, came into effect on December 8, 2006, the withholding tax rate 5% applies to
dividends paid by a PRC company to a Hong Kong company if such Hong Kong company
directly holds at least 25% of the equity interests in a PRC company, otherwise the 10%
withholding tax rate applies.
Pursuant to the Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax Treaties (), which
was promulgated by the SA T on October 14, 2019, came into effect on January 1, 2020, non
resident taxpayers are entitled to preferential treatment under tax treaties through self-
determination, self-declaration and keeping and documenting relevant information for
inspection. Where a non-resident taxpayer self-assesses and concludes that it satisfies the
criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration
or at the time of withholding through a withholding agent, simultaneously gather and retain the
relevant materials pursuant to the regulations for future inspection, and subject to subsequent
administration by tax authorities.
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Value-added Tax
Pursuant to the Provisional Regulations on V alue-added Tax of the PRC ( ʕശɛ͏΍
೼ᅲБૢԷ), which was promulgated by the State Council on December 13, 1993
and most recently amended on November 19, 2017 effective from the same date, and the
Detailed Rules for the Implementation of the Interim Regulations of the PRC on V alue-added
Tax () which was promulgated by the MOF on
December 25, 1993 and most recently amended on October 28, 2011, and effective from
November 1, 2011, all entities or individuals in the PRC engaged in the sale of goods,
processing services, repair and replacement services, and the provision of services, sales of
intangible assets, real estate and importation of goods are required to pay value-added tax
(V A T). Unless otherwise provided, taxpayers engaged in provision of services and sales of
intangible assets are subject to a tax rate of 6%.
According to the Notice on Implementing the Pilot Program of Replacing Business Tax
with V alue-Added Tax in an All-round Manner (Cai Shui [2016] No. 36) (પකᐄ
(ৌ೼[2016]36 ໮)) promulgated by the MOF and the SA T
promulgated on March 23, 2016 and effective from May 1, 2016, and amended on July 11,
2017, December 25, 2017 and March 20, 2019, with the approval of the State Council, as of
May 1, 2016, the pilot program of replacing business tax with V A T shall be implemented across
the State, all business tax taxpayers in the construction industry, the real estate industry, the
financial industry, and the living service industry shall be included in the scope of the pilot
program, and the payment of business tax shall be replaced by the payment of V A T. According
to the Circular on Policies for Simplifying and Consolidating V alue-added Tax Rates (Cai Shui
[2017] No. 37) ((ৌ೼[2017]37 ໮)), announced by
the MOF and the SA T on April 28, 2017, and effective from July 1, 2017, the structure of
value-added tax rates will be simplified from July 1, 2017, and the 13% V A T rate will be
canceled. The scope of goods with 11% tax rate and the provisions for deducting input tax are
specified.
According to the Circular on Adjusting V alue-added Tax Rates of Ministry of Finance and
the State Administration of Taxation (Cai Shui [2018] No. 32) (׵
(ৌ೼[2018]32 ໮)) announced by the MOF and the SA T on April 4,
2018 and effective on May 1, 2018, from May 1, 2018, where a taxpayer engages in a taxable
sales activity for the value-added tax purpose or imports goods, the previous applicable 17%
and 11% tax rates are adjusted to be 16% and 10% respectively.
According to the Announcement on Relevant Policies for Deepening V alue-Added Tax
Reform (Announcement of the Ministry of Finance of the PRC, the State Taxation Administration
and the General Administration of Customs of the PRC [2019] No. 39) (ࠧ
ʮѓ(௅e೼ਕᐼ҅eऎᗫᐼ໇ʮѓ2019ϋୋ39໮)) announced by the
Ministry of Finance, the SA T, and the General Administration of Customs on March 20, 2019 and
effective from April 1, 2019, with respect to V A T taxable sales or imported goods of a V A T
general taxpayer, the originally applicable V A T rate of 16% shall be adjusted to 13%; the
originally applicable V A T rate of 10% shall be adjusted to 9%.
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REGULATIONS RELATING TO FOREIGN EXCHANGE
The principal regulation governing foreign currency exchange in China is the Foreign
Exchange Administration Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which
was promulgated by the State Council on January 29, 1996 and was last amended on August
5, 2008. Pursuant to this regulation and other PRC rules and regulations on currency
conversion, Renminbi is freely convertible for payments of current account items, such as trade
and service-related foreign exchange transactions and dividend payments, but not freely
convertible for capital account items, such as direct investment, loan or investment insecurities
outside China unless prior approval of the State Administration of Foreign Exchange (̮
ි၍ଣ҅) (the “SAFE”) or its local counterpart is obtained.
According to the Notice on Relevant Issue Concerning the Administration of Foreign
Exchange for Overseas Listing () issued by the
SAFE on December 26, 2014, the domestic companies shall register the overseas listing with
the foreign exchange control bureau located at its registered address in 15 working days after
completion of the overseas listing and issuance. The funds raised by the domestic companies
through overseas listing may be repatriated to China or deposited overseas, provided that the
intended use of the fund shall be consistent with the contents of the document and other public
disclosure documents.
According to the Guidelines for the Foreign Exchange Business under the Capital
Account (2024) (ˏ(2024و)) issued by SAFE on April 3, 2024, in
principle, the funds raised by overseas listings of domestic companies should be repatriated to
China in a timely manner, and can be repatriated in RMB or foreign currency. The use of funds
shall be consistent with the relevant contents listed in the document or corporate bond offering
documents, shareholder circulars, resolutions of the board of directors or shareholders’ meeting
and other publicly disclosed documents. Domestic companies using the funds raised from
overseas listings to carry out overseas direct investment, overseas securities investment,
overseas lending and other businesses shall comply with the relevant foreign exchange
management regulations.
The Notice on Simplifying Direct Investment-related Foreign Exchange Administration
Policies (), which was issued by
SAFE on February 13, 2015 and was amended on December 30, 2019, allowing entities and
individuals to apply for foreign exchange registrations through qualified banks. Under SAFE’s
supervision, these banks can directly review applications. On March 30, 2015, SAFE released
the Circular on Reforming Settlement Management of Foreign Capital in Foreign-invested
Enterprises (). This circular
mandates Discretionary Foreign Exchange Settlement for foreign-invested enterprises,
enabling them to settle foreign exchange capital based on operational needs, subject to
document verification. The circular emphasizes authentic and self-use principles within the
enterprise’s scope, barring use for payments beyond business scope, securities investment
(unless specified), Renminbi entrust loans, inter-enterprise borrowings, or real estate expenses
(except for self-use by foreign-invested real estate enterprises).
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The Circular of Further Improving and Adjusting the Direct Investment-related Foreign
Exchange Administration Policies ()
(the “SAFE Circular 13”), which was promulgated on November 19, 2012 by the SAFE,
became effective on December 17, 2012 and last amended on May 4, 2015, October 10, 2018
and December 30, 2019, cancels the administrative approvals of foreign exchange registration
of direct domestic investment and direct overseas investment and simplifies the procedure of
foreign exchange-related registration. Pursuant to SAFE Circular 13, investors should register
with banks for direct domestic investment and direct overseas investment.
The Circular on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account ()
(the “SAFE Circular 16”), was promulgated by SAFE on June 9, 2016 and was amended on
December 4, 2023. Pursuant to the SAFE Circular 16, enterprises registered in the PRC may
also convert their foreign debts from foreign currency to Renminbi on a self-discretionary
basis. The SAFE Circular 16 reiterates the principle that Renminbi converted from foreign
currency-denominated capital of a company may not be directly or indirectly used for purposes
beyond its business scope or prohibited by PRC Laws, while such converted Renminbi shall not
be provided as loans to its non-affiliated entities.
On January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of
Foreign Exchange Administration and Optimizing Genuineness and Compliance V erification
(), which stipulates several
capital control measures with respect to the outbound remittance of profit from domestic
entities to offshore entities, including: (i) banks should check board resolutions regarding
profit distribution, the original version of tax filing records, and audited financial statements
pursuant to the principle of genuine transactions; and (ii) domestic entities should hold income
to account for previous years’ losses before remitting the profits. Moreover, pursuant to this
circular, domestic entities should make detailed explanations of the sources of capital and
utilization arrangements, and provide board resolutions, contracts, and other proof when
completing the registration procedures in connection with an outbound investment.
The Notice for Further Advancing the Facilitation of Cross-border Trade and Investment
() was promulgated by the SAFE on October
23, 2019, and was amended on December 4, 2023. Among others, it allows all FIEs to use
Renminbi 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.
According to the Circular of the State Administration for Foreign Exchange on
Optimizing Foreign Exchange Administration to Support the Development of Foreign-related
Business () promulgated with
effect from April 10, 2020 by the SAFE, the reform of facilitating the payments of incomes
under the capital accounts shall be promoted nationwide. Under the prerequisite of ensuring
true and compliant use of funds and compliance and complying with the prevailing
administrative provisions on use of income from capital projects, enterprises which satisfy the
criteria are allowed to use income under the capital account, such as capital funds, foreign debt
and overseas listing, for domestic payment, without the need to provide proof materials for
veracity to the bank beforehand for each transaction.
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OVERVIEW
We were founded by Mr. Zhao and Mr. Y ang, our executive Directors, with our
predecessor incorporated as a limited liability company in the PRC in 2018 under the name of
Beijing Deepexi Technology Co., Ltd. (ʮ̡)( “ Deepexi Limited ”),
primarily engaged in delivering enterprise AI solutions, empowering enterprises to integrate
their data, decisions and operations efficiently at scale. For biographical details of Mr. Zhao
and Mr. Y ang, see “Directors and Senior Management” in this prospectus. After years of
development, despite the substantial scale of China’s enterprise AI application solution market,
where we held a 0.6% market share in 2024, within the enterprise large model AI application
segment which accounted for 15% of the overall enterprise AI application solution market in
2024, we ranked fifth in terms of revenue, with a market share of 4.2%. Our proprietary large
model is the industry’s first general-purpose enterprise operational decision-making large
model to complete dual regulatory filings for both deep synthesis algorithm and generative AI
services, according to Frost & Sullivan.
From January 2019 to February 2025, we have completed several rounds of Pre-IPO
Investments. On April 8, 2025, in anticipation of the proposed Listing, Deepexi Limited was
converted from a limited liability company into a joint stock company with limited liabilities,
and was renamed Deepexi Technology Co., Ltd. (ʮ̡) (the “ Conversion ”).
OUR KEY MILESTONES
The following is a summary of our Group’s key business development milestones:
Y ear Milestone
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Deepexi Limited was incorporated under the laws of the PRC as
a limited liability company.
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We launched our first commercialized products focusing on
enterprise management and introduced FastData enterprise data
intelligence solution.
We were accredited as “High-tech Enterprise” ( ৷อҦஔΆุ)b y
Beijing Municipal Science & Technology Commission (߅
ึ), Beijing Municipal Finance Bureau (݁
҅) and Beijing Municipal Tax Bureau of State Taxation
Administration (೼ਕᐼ҅̏ԯ̹೼ਕ҅).
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We were accredited as “Specialized and Innovative Small and
Medium Sized Enterprise of Beijing Municipality” ( ̏ԯ̹“ਖ਼ၚ
तอ”ʕʃΆุ) by Beijing Municipal Bureau of Economy and
Information Technology (ʷ҅).
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Y ear Milestone
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We continually upgraded our FastData enterprise data
intelligence solution, achieving broad commercialization.
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We have partnered with Chinese Software Developer Network
(CSDN), a leading IT community in China, to create the
Deepnova knowledge platform.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We introduced the FastAGI enterprise AI solution.
Our Company was accredited as one of the unicorn enterprises by
the Global Future Unicorn Index 2023 of Hurun Institute.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We achieved broad commercialization of our FastAGI enterprise
AI solution across multiple verticals.
We were awarded as one of the Forbes Top 50 AI Enterprises of
China.
We were accredited as a National Specialized and Innovative
“Little Giant” Enterprise (ॴਖ਼ၚतอ“ʃ̶ɛ”Άุ)b y
Ministry of Industry and Information Technology (ʷ
௅).
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We were converted from a limited liability company into a joint
stock company with limited liabilities, and was renamed Deepexi
Technology Co., Ltd. (ʮ̡).
Our proprietary large model is the industry’s first general-
purpose enterprise operational decision-making large model to
complete dual regulatory filings for both deep synthesis
algorithm and generative AI services, according to Frost &
Sullivan.
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OUR MAJOR SUBSIDIARY
As of the Latest Practicable Date, the following subsidiary made a material contribution
to our results of operation during the Track Record Period:
Name of subsidiary
Place of
incorporation
Date of
incorporation Shareholding
Principal
business activities
Guangzhou
Deepexi /H1118/H1118/H1118/H1118/H1118
PRC June 11, 2019 100% Provision of solution
delivery services
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
1. Establishment of our predecessor and early capital increase and transfer
Deepexi Limited was incorporated as a limited liability company under the laws of the
PRC in 2018. As of November 9, 2018, the registered capital of Deepexi Limited was
RMB20,000,000 and its shareholding structure was as follows:
Name of Shareholder
Registered capital
subscribed for
Approximate
equity interest
(RMB) (%)
Mr. Zhao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,750,000 38.75
Mr. Y ang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,000,000 15.00
Deepexi Huachuang 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,850,000 34.25
Deepexi Huiying 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/H11182,400,000 12.00
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,000,000 100.00
Note:
1. Deepexi Huachuang and Deepeexi Huiying are our current and former employee shareholding platforms
controlled by Mr. Zhao.
2. Pre-IPO Investments
From January 2019 to February 2025, we have completed several rounds of Pre-IPO
Investments. See “— Pre-IPO Investments” in this section for subsequent shareholding
changes resulting from the Pre-IPO Investments.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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3. 2019 Restructuring and 2020 Restructuring
In September 2019, for the purpose of exploring possible financing and listing on
overseas markets, as discussed among our then shareholders including our overseas investors,
we decided to conduct a series of restructurings (the “ 2019 Restructuring ”) to establish an
offshore holding company structure, pursuant to which Deepexi Global Inc. (“ Deepexi
Cayman ”) was incorporated to issue shares or equity-related instruments to our then Pre-IPO
Investors to mirror their investments in Deepexi Limited as well as to engage in Series A
Investments and Series A+ Investments. See “— Pre-IPO Investments” for details. We also
adopted a VIE structure (the “ 2019 Contractual Arrangements ”), pursuant to which we were
able to, through Deepexi Cayman (through its wholly-owned subsidiaries Deepexi Global
Limited (“ Deepexi HK ”) and Beijing Kuntao Technology Co., Ltd. (ʮ̡)
(“Beijing Kuntao ”)), exercise control over and enjoy all the economic benefits to be derived
from the operations of our business in the PRC.
After the adoption of the 2019 Contractual Arrangements, we had not made decisions to
expand our business scope and did not engage in any foreign investment restricted or
prohibited business. As advised by our PRC Legal Advisor, our businesses are not subject to
foreign investments restrictions under the Special Management Measures (Negative List) for
the Access of Foreign Investment (2024 V ersion) (݄(૶
ఊ)(2024و)) issued by the NDRC and the MOFCOM. In 2020, as discussed among our
then shareholders and us, in anticipation of potential domestic financings and the proposed
Listing, we decided to conduct a series of recapitalization to re-integrate our businesses into
Deepexi Limited and terminate the 2019 Contractual Arrangements (the “ 2020
Restructuring ”). After completion of the 2020 Restructuring, including termination of the
2019 Contractual Arrangements, our Company became the holding company of all operating
entities of our Group, and the investments from our then Pre-IPO Investors in Deepexi Cayman
have been reflected in our Company. Subsequently, Deepexi Cayman, Deepexi HK and Beijing
Kuntao were deregistered.
Each of the 2019 Restructuring and 2020 Restructuring is merely recapitalization of
Deepexi Limited and Deepexi Cayman without change in the ownership of our Group’s
business before and after the 2019 Restructuring and the 2020 Restructuring. No listing
application was made by us to any other stock exchange prior to our proposed Listing on the
Stock Exchange. Our PRC Legal Advisor has confirmed that the aforesaid 2019 Restructuring
and 2020 Restructuring have been legally completed and we obtained the requisite legal
approvals from the PRC competent authorities or made all necessary registration or filings with
the relevant local branch of the State Administration for Market Regulation (̹ఙ္ຖ၍
ଣᐼ҅) in all material respects. The 2019 Contractual Arrangements has been effectively
unwound as of December 23, 2020.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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4. The Conversion
In anticipation of the proposed Listing, pursuant to shareholders’ resolutions and a
promoters’ agreement dated March 14, 2025 entered into by all our existing Shareholders, on
April 8, 2025, our Company was converted from a limited liability company to a joint stock
company with limited liability and was renamed Deepexi Technology Co., Ltd. (΅
ʮ̡). Upon completion of the Conversion, the total issued share capital of our Company
was 300,000,000 Shares with a nominal value of RMB1.00 each, which were subscribed by all
our existing Shareholders in proportion to their respective interests in Deepexi Limited before
the Conversion. For details of our shareholding structure, see “Capitalization of our Company”
in this section.
TERMINATION OF EXISTING WVR STRUCTURE UPON LISTING
Pursuant to the Existing WVR Structure adopted by our Company on November 7, 2020,
each of the Shares held by Mr. Zhao and Mr. Y ang was entitled to five votes, while each of the
remaining Shares held by other Shareholders was entitled to one vote.
In anticipation of the proposed Global Offering and in order to comply with relevant
requirements of the Listing Rules, on April 9, 2025, the Shareholders of our Company entered
into a supplemental agreement to the shareholders’ agreement to, among others, terminate the
Existing WVR Structure on the day immediately preceding the date of the Listing. In addition,
the Articles of Association which do not contain weighted voting rights structure was adopted
and will become effective upon the Listing Date. Therefore, our Company will not have any
weighted voting right arrangements or structure as defined under Rule 8A.02 of the Listing
Rules upon Listing.
OUR EMPLOYEE SHAREHOLDING PLATFORMS
In recognition of the contributions of our employees and to incentivize them to further
promote our development, Deepexi Huachuang and Deepexi Huaying were established as our
employee shareholding platforms in the PRC, and our Company has adopted two employee
incentive schemes (the “ Employee Incentive Schemes ”) with similar terms and conditions.
The Employee Incentive Scheme in relation to Deepexi Huachuang was adopted on July 8,
2021 and amended on December 7, 2023, by a resolution of our Shareholders, respectively. The
Employee Incentive Scheme in relation to Deepexi Huaying was adopted on December 7, 2023
by a resolution of our Shareholders.
In accordance with the terms of the Employee Incentive Schemes and the grant
agreements, eligible participants and grantees (the “ Participants ”), including the founders of
the Company, senior management, core technological and business employees and other
employees of the Group as the Board deems appropriate, shall subscribe for limited partnership
interests in the Company’s employee shareholding platforms (or in their limited partners), and
make corresponding contribution according to the amount and grant approved by the Board,
thereby holding indirect interest in the Shares. Except as approved by the Board or otherwise
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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stipulated by the terms of the Employee Incentive Schemes, the Participants could not transfer
their direct or indirect interests in the Employee Shareholding Platforms before the Listing. In
addition, the underlying Shares held by the Participants who are not certain members of the
founders group as specified in the Employee Incentive Schemes are subject to a lock-up period
starting from the grant date till 3 years after the Listing Date to dispose of their limited
partnership interests. The Participants shall be required to withdraw from the Employee
Incentive Schemes due to death or termination of employment pursuant to the terms of the
Employee Incentive Scheme.
As of the Latest Practicable Date, all of the awards underlying an aggregate of 43,663,800
Shares of the Company under the Employee Incentive Schemes have been granted and vested,
and, as a result, the grantees held the limited partnership interests in our employee
shareholding platforms.
Pursuant to the relevant partnership agreements, the general partners are responsible for
the management and administration of the partnerships. The limited partners are not allowed
to transfer their partnership interests to parties other than the existing partners unless otherwise
agreed. The general partner of Deepexi Huachuang and Deepexi Huaying is Deepexi
Huichuang, which is held as to 99% by Mr. Zhao and 1% by Mr. Cao Lianfei, our Director.
Deepexi Huichuang held 1.03% and 0.39% partnership interests in Deepexi Huachuang and
Deepexi Huaying, respectively.
The limited partners of Deepexi Huachuang are Mr. Zhao, who holds 18.30% of its
partnership interest, Zhuhai Deepexi No. 1 Enterprise Management Consultancy Partnership
(Limited Partnership) ( मऎဈ౷ఠΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Zhuhai Deepexi
No. 1 ”), which holds 77.59% of its partnership interests, Zhuhai Deepexi No. 2 Enterprise
Management Consultancy Partnership (Limited Partnership) ( मऎဈ౷൩Άุ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“ Zhuhai Deepexi No. 2 ”), which holds 2.09% of its partnership interests, and
Zhuhai Deepexi No. 3 Enterprise Management Consultancy Partnership (Limited Partnership)
(मऎဈ౷䂋Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Zhuhai Deepexi No. 3 ”), which holds
0.99% of its partnership interests.
The general partner of Zhuhai Deepexi No. 1 is Mr. Zhao, who holds 3.11% of its
partnership interests. The limited partners of Zhuhai Deepexi No. 1 are 40 employees of our
Company, among whom, Mr. Y ang, Dr. Li Qiang, Mr. Cao Lianfei and Ms. Shi Yi, our
Directors, and Ms. Hong Le, a member of our senior management, hold 4.14%, 11.82%,
12.29%, 4.61%, 0.16% of its limited partnership interests, respectively, and the remaining
63.86% limited partnership interests are held by 35 employees who are not Directors or senior
management of our Company. The general partner of Zhuhai Deepexi No. 2 is Mr. Zhao who
holds 9.98% of its partnership interests, and the remaining 90.02% limited partnership interests
are held by 41 employees who are not Directors or senior management of our Company. The
general partner of Zhuhai Deepexi No. 3 is Mr. Zhao who holds 36.86% of its partnership
interests, and the remaining 63.14% limited partnership interests are held by 35 employees who
are not Directors or senior management of our Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The limited partners of Deepexi Huaying are Zhuhai Deepexi No. 1, Zhuhai Deepexi
No. 2 and Zhuhai Deepexi No. 3, and each of them holds 89.57%, 9.14% and 0.90% limited
partnership interests of Deepexi Huaying, respectively.
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
Save as disclosed above, since our establishment and up to the Latest Practicable Date,
we had no major acquisitions, disposals or mergers.
PRE-IPO INVESTMENTS
1. Pre-IPO Investments before the 2019 Restructuring
(1) Series Angel Financing
In January 2019, Tianjin Dehui and Chuzhe Zhixin completed the subscription for the
registered capital of our Company of RMB2,352,941 and RMB1,176,471 at the consideration
of RMB10 million and RMB5 million, respectively. Upon completion of the subscription, the
registered share capital of our Company increased from RMB20,000,000 to RMB23,529,412.
(2) Series Pre-A Financing
In March 2019, four investors completed the subscription for registered capital of our
Company as set out below. Upon completion of the subscription, the registered share capital
of our Company increased from RMB23,529,412 to RMB32,258,065.
Name of Series Pre-A Investor
Registered capital
subscribed for Consideration
(RMB) (RMB million)
Zhuhai Zhike /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,838,710 30.0
Tianjin Dehui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,485,769 15.4
Chuzhe Zhixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118436,432 2.7
Nanjing Suning Shunying Equity Investment
Partnership (Limited Partnership) (ԯᘽྐྵන
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Suning
Shunying ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118967,742 6.0
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/H11188,728,653 54.1
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2. Pre-IPO Investments in Deepexi Cayman
Following the 2019 Restructuring and prior to the 2020 Restructuring, several Pre-IPO
Investors invested in Deepexi Cayman from September 2019 to May 2020, details of which are
as follows:
(1) Series A Financing
On September 24, 2019, Deepexi Cayman and Deepexi Limited entered into certain
agreements with the Series A Investors as set out below, pursuant to which the Series A
Investors subscribed for Series A preferred shares, Series A warrants
(1) and Series A convertible
promissory note of Deepexi Cayman.
Name of Series A Investor Nature of Interests
Number of Shares
subscribed
for/may be
subscribed for Consideration
(USD million)
Evolution Fund I, L.P
(“Evolution Fund ”) /H1118/H1118/H1118
Series A Preferred
Shares
7,231,767 8.7
Evolution Fund I
Co-investment, L.P .
(“Evolution
Co-investment ”) /H1118/H1118/H1118/H1118/H1118/H1118
Series A Preferred
Shares
1,084,765 1.3
IDG CHINA V enture
Capital Fund V L.P .
(“IDG CHINA V ”) /H1118/H1118/H1118/H1118
Series A Preferred
Shares
6,294,617 7.57
IDG CHINA V
INVESTORS L.P .
(“IDG CHINA V
INVESTORS ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Series A Preferred
Shares
358,609 0.43
BAI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Series A Preferred
Shares
1,663,306 2.0
Lighthouse /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Series A Preferred
Shares
831,653 1.0
Beijing Gaoling Zhikun
Enterprise Management
Consultancy Center
(Limited Partnership)
(̏ԯ৷ᵌ౽տΆุ၍ଣ
ፔ༔ʕː(Υྫ))
(“Beijing Zhikun ”) /H1118/H1118/H1118/H1118
Series A Warrants 6,653,226 8.0
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Series A Investor Nature of Interests
Number of Shares
subscribed
for/may be
subscribed for Consideration
(USD million)
Suning Shunying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Series A Warrants 831,653 1.0
DDZ Investment, L.P .
(“DDZ Investment ”) /H1118/H1118/H1118
Series A Convertible
Promissory
Note
(2)
1,663,306 2.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,612,902 32.0
Notes:
(1) The Series A Warrants were terminated on December 16, 2020 in the 2020 Restructuring.
(2) On April 17, 2020, DDZ Investment and DDZ Holdings issued a notice of conversion to Deepexi
Cayman, pursuant to which (i) DDZ Investment transferred the Series A convertible promissory note it
held in Deepexi Cayman to DDZ Holdings, and (ii) DDZ Holdings exercised its conversion rights to
convert such convertible promissory note into 1,663,306 Series A Preferred Shares. On even date, DDZ
Holdings entered into a joinder agreement with Deepexi Cayman, pursuant to which all the rights and
obligations of DDZ Investment under the Series A Preferred Share Purchase Agreement dated September
24, 2019 was assumed by DDZ Holdings.
(2) Series A+ Financing
On April 17, 2020, Deepexi Cayman and Deepexi Limited entered into a Series A+
Preferred Share Purchase Agreement with the Series A+ investors as set out below, pursuant to
which the Series A+ Investors subscribed for Series A+ Preferred Shares of Deepexi Cayman.
Name of Series A+ Investor
Number of Shares
subscribed for Consideration
(USD million)
HH AUT-XV Holdings Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,336,406 10.0
CHH AUT-XV Holdings Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,168,203 5.0
BAI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,069,124 8.0
Evolution Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,986,375 4.71
Evolution Co-investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118447,956 0.71
Lighthouse /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,900,922 3.0
DDZ Holdings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,267,281 2.0
CMVC Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,900,922 3.0
IDG CHINA 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/H1118/H1118/H11181,498,718 2.37
IDG CHINA V INVESTORS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,383 0.13
Chuxin LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118950,461 1.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,611,751 40.42
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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3. Changes in registered capital of Deepexi Limited
In March 2020, as part of the 2019 Restructuring, pursuant to the shareholders’
resolutions dated January 1, 2020, Deepexi Limited reduced its registered capital from
RMB32,258,065 to RMB20,000,000. Upon completion of such registered capital reduction,
Zhuhai Zhike, Tianjin Dehui, Chuzhe Zhixin and Suning Shunying ceased to be shareholders
of Deepexi Limited, while their investment interests in our Group were reflected in the
shareholding of Deepexi Cayman instead. After several capital changes among Mr. Zhao, Mr.
Y ang and our employee shareholding platforms from June 2020 to November 2020 for the
purpose of administrative management and business needs, the shareholding of Deepexi
Limited was changed as follows:
Name of Shareholder
Registered capital
subscribed for
Approximate
equity interest
(RMB) (%)
Mr. Zhao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,000,000 38.75
Mr. Y ang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,483,871 15.0
Deepexi Huachuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,954,839 34.25
Deepexi Huiying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,787,097 12.0
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/H111823,225,807 100.0
4. Subscription of Shares in our Company during the 2020 Restructuring
As part of the 2020 Restructuring, from December 2020 to March 2021, Series Angel
Investors, Series Pre-A Investors, Series A Investors (reclassified as Series A1 Investors) and
Series A+ Investors (reclassified as Series A2 Investors), through their investment entities,
completed the subscription for the registered capital of Deepexi Limited reflecting their
respective investment in Deepexi Cayman before the 2020 Restructuring. In addition, as part
of the 2020 Restructuring, all agreements and arrangements at Deepexi Cayman level with then
Pre-IPO Investors had been terminated.
Upon completion of the above subscriptions, the registered capital of our Company
increased from RMB23,225,807 to RMB54,414,636, and the shareholding of our Company was
as follows:
Name of Shareholder
Registered capital
subscribed for
Approximate
equity interest
(RMB) (%)
Mr. Zhao (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,117,742 20.43
Mr. Y ang(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,000,000 5.51
Deepexi Huachuang (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,108,065 16.74
Tianjin Dehui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,838,710 8.89
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 162 ---
Name of Shareholder
Registered capital
subscribed for
Approximate
equity interest
(RMB) (%)
Beijing Gaoling Zhipu Enterprise Management
Consultancy Center (Limited Partnership)
(̏ԯ৷ᵌ౽౷Άุ၍ଣፔ༔ʕː(Υྫ))
(“Beijing Zhipu ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,838,710 8.89
5Y Evolution Holding II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,916,955 7.20
Pleasure Focus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,745,776 5.05
BAI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,244,143 4.12
Beijing Zhikun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,217,742 4.08
HH AUT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,112,135 3.88
Ruihui Haina
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,522,545 2.80
Chuzhe Zhixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,296,083 2.38
Suning Shunying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,244,960 2.29
CHH AUT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,056,068 1.94
DDZ Holdings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118976,862 1.80
Lighthouse /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118910,859 1.67
CMVC Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118633,641 1.16
Chuxin LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118316,820 0.58
Chuxin 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/H1118/H1118316,820 0.58
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/H111854,414,636 100.0
5. Series A3 Financing and Equity Transfer in March 2021
In March 2021, each of Zhizhao No. 2 and Shanghai AI subscribed for the registered
capital of our Company of RMB938,183 at a consideration of approximately RMB34.3 million,
respectively. Upon completion of the subscription, the registered capital of our Company
increased from RMB54,414,636 to RMB56,291,002.
Notes:
(1) On November 7, 2020, Mr. Y ang and Deepexi Huiying agreed to transfer RMB483,871 and
RMB669,355 of our Company’s registered capital held by them to Deepexi Huachuang. Deepexi
Huiying also agreed to transfer RMB2,117,742 of the Company’s registered capital to Mr. Zhao. The
above equity transfers were at nil consideration as the underlying registered capital they originally
subscribed for had not yet been paid up.
(2) On May 18, 2020, Deepexi Cayman and Deepexi Limited entered into a deposit agreement (the “ Ruihui
Deposit Agreement ”) with Ruihui Haina, pursuant to which Ruihui Haina paid RMB50 million to
Deepexi Limited to guarantee the subscription of Series A+ Preferred Shares of Deepexi Cayman by
Ruihui Haina and/or its associates in the amount of RMB50 million. Such deposit would be refunded
to Ruihui Haina upon subscription of Series A+ Preferred Shares in Deepexi Cayman by Ruihui Haina.
On December 29, 2020, the deposit under the Ruihui Deposit Agreement was converted into investment
in Deepexi Limited, and the Ruihui Deposit Agreement was terminated on the same date.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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In March 2021, (i) Beijing Zhipu transferred the registered capital of our Company of
RMB4,838,710 to Zhuhai Zhike at the consideration of RMB30 million. Beijing Zhipu and
Zhuhai Zhike are under common control; and (ii) Beijing Zhikun transferred the registered
capital of our Company of RMB2,217,742 to Zhuhai Songheng at the consideration of
approximately RMB56.6 million. Beijing Zhikun and Zhuhai Songheng are under common
control.
6. Series A4 Financing
In April 2021, 11 investors as set out below subscribed for registered capital of our
Company. Upon completion of the subscription, the registered capital of our Company
increased from RMB56,291,002 to RMB62,165,411.
Name of Pre-IPO Investor
Registered capital
subscribed for Consideration
(RMB)
SPDBI Waltz Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,814,550 USD20 million
Pleasure Focus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118791,501 USD5.6 million
Chuxin LLC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201,382 USD1.4 million
HH AUT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118711,349 USD5.1 million
CHH AUT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118355,674 USD2.5 million
5Y Evolution Holding II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408,765 USD2.9 million
BAI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,194 USD1.7 million
Axilight /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,055 USD0.7 million
CM Innovation Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,125 RMB3.1 million
Zhizhao No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,907 RMB4.6 million
Shanghai AI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,907 RMB4.6 million
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/H11185,874,409
RMB12.27 million and
USD39.88 million
Note: On December 4, 2020, SPDBI Waltz entered into convertible promissory note subscription agreement
with, among others, the Company and Deepexi Cayman, pursuant to which SPDBI Waltz provided a loan
of USD20 million to Deepexi Cayman, and the Company granted SPDBI Waltz the right to subscribe
for corresponding amount of Shares in its Series A4 Financing upon completion of the 2020
Restructuring.
7. Equity Transfer in July 2021
In July 2021, Suning Shunying transferred the registered capital of our Company of
RMB1,244,960 to Chuxin Growth at the consideration of RMB70 million. The consideration
of such equity transfer was determined based on arm’s length negotiation between the parties
and the equity transfer was approved by our then shareholders. To the best knowledge of our
Company, the consideration of such equity transfer had been settled by September 2, 2021.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 164 ---
8. Series B1 Financing
In February 2022, Mr. Zhao, Deepexi Huaying and eight investors subscribed for our
Company’s increased registered capital as set out below. Upon completion of the subscription,
the registered capital of our Company was increased from RMB62,165,411 to RMB71,902,418.
Name of Shareholder
Registered capital
subscribed for Consideration
(RMB)
Mr. Zhao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,554,136 RMB1.55 million
Deepexi Huaying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,554,136 RMB1.55 million
Jiequan Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,444,364 RMB100 million
Xinyuan Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,444,364 RMB100 million
Y ouxuan Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,444,364 RMB100 million
Yinxu Y ouxuan No. 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279,744 RMB19.4 million
Angel Prosperity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118932,481 USD10 million
SPDBI Star /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118466,241 USD5 million
BOCOM AM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118466,241 USD5 million
Qingdao Ruidi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,936 RMB10.5 million
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/H11189,737,007
RMB332.93 million
and USD20 million
9. Series B2 Financing
In September 2022, Gongqingcheng Hangjian and Tianjin Ruidi subscribed for the
registered capital of our Company of RMB1,230,929 at a consideration of RMB100 million and
the registered capital of our Company of RMB123,093 at a consideration of RMB10 million,
respectively. Upon completion of the subscription, the registered share capital of our Company
increased from RMB71,902,418 to RMB73,256,440.
10. Equity Transfer in February 2025
According to the relevant PRC laws and regulations, the shareholders of the Company
need to pay up its total issued share capital before it could be incorporated as a joint stock
company. In order to raise funds to subscribe for the Company’s issued share capital to
facilitate the Conversion, in February 2025, (i) Mr. Zhao transferred the registered capital of
our Company in the amount of RMB592,333 to CMBC Financial Investment at a consideration
of approximately RMB24.3 million, and (ii) Mr. Y ang transferred the registered capital of our
Company in the amount of RMB140,232 to CMBC Financial Investment at a consideration of
approximately RMB5.7 million. The consideration of such equity transfer was determined
based on arm’s length negotiation between the parties and the equity transfer was approved by
our then shareholders.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the Latest Practicable Date, we have received several rounds of Pre-IPO Investments since our establishment. The following table
summarizes the key terms of the Pre-IPO Investments to our Company made by the Pre-IPO Investors through share subscription:
Pre-IPO Investment Series Angel Financing Series Pre-A Financing
Series A Financing
(reclassified as
Series A1 Financing)
Series A+ Financing
(reclassified as
Series A2 Financing)
Series A3
Financing
Series A4
Financing
Share Transfer in July
2021
Series B1
Financing
Series B2
Financing
Share Transfer in
February 2025
Date of first investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 9, 2018 March 7, 2019 September 24, 2019 April 17, 2020 March 8, 2021 December 4, 2020 July 16, 2021 August 3, 2021 May 30, 2022 January 13, 2025
Settlement Date (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 16, 2018 April 16, 2019 October 4, 2019 January 14, 2021 March 8, 2021 June 24, 2021 September 2, 2021 October 25, 2021 August 3, 2022 January 13, 2025
Total amount of registered capital
subscribed for/transferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB3,529,412 RMB8,728,653 RMB8,870,967 RMB10,059,797 RMB1,876,366 RMB5,874,409 RMB1,244,960 RMB6,628,735 (2) RMB1,354,022 RMB732,565
Cost per Share (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB1.04 RMB1.51 RMB6.23 RMB8.15 RMB8.93 RMB11.25 RMB13.73 RMB16.92 RMB19.84 RMB10.0
Discount to the Offer Price (3) /H1118/H1118/H1118/H1118/H1118/H111895.73% 93.80% 74.41% 66.52% 63.32% 53.78% 43.60% 30.49% 18.49% 58.91%
Total funds received by
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB15 million RMB54.1 million USD23 million
and RMB63.69
million
USD40.42 million
and RMB50
million
RMB68.6 million USD39.88 million
and RMB12.27
million
N/A USD20 million
and RMB329.83
million
RMB110 million N/A
Implied pre-money valuations (4) /H1118/H1118/H1118/H1118/H1118RMB98.7 million RMB165.9 million USD128.0 million USD210.0 million USD290.0 million USD400.0 million N/A USD700.0 million USD918.1 million N/A
Implied post-money valuation (5) /H1118/H1118/H1118/H1118/H1118RMB113.7 million RMB220.0 million USD160.0 million USD257.6 million USD300.0 million USD441.7 million N/A USD771.1 million USD935.4 million N/A
Use of proceeds from the Pre-IPO
Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, all of the funds raised from the Pre-IPO Investments had been utilized. All of such proceeds were utilized for the R&D , capital expenditures and general working capital needs of our Group.
Strategic benefits the Pre-IPO Investments
brought to our Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118
At the time of the Pre-IPO Investments, our Directors were of the view that our Company would benefit from the additional capital provided by the Pre-IP O Investors’ investments in our Company and their knowledge and
experience.
Basis of determining the consideration paid /H1118The consideration for the Pre-IPO Investments 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, (i)
status of milestones and prospects of commercialization of our specialist technology products; (ii) strategic layout, execution efficiency and ot her factors of our Company, and (iii) the timing of the investments, the market
value, and the prospects of our business.
Lock-up period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC laws, each of the existing Shareholders of the Company (including the Pre-IPO Investors) are not permitted to dispose o f any of the Shares held by them within the 12 months immediately
following the Listing Date.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Pre-IPO Investment Series Angel Financing Series Pre-A Financing
Series A Financing
(reclassified as
Series A1 Financing)
Series A+ Financing
(reclassified as
Series A2 Financing)
Series A3
Financing
Series A4
Financing
Share Transfer in July
2021
Series B1
Financing
Series B2
Financing
Share Transfer in
February 2025
Reasons for fluctuations in valuation as
compared to Series B2 Financing, being
the immediate previous round of pre-IPO
Investment to our Company /H1118/H1118/H1118/H1118/H1118/H1118
The fluctuations in valuation were due to the general business status of our Group, and in particular, the launch and commercialization of our special ist technology products, the advancement of our R&D, and the prevailing
market sentiment amongst the venture capital markets at the time when the investments were made as detailed below:
1. In 2019, we launched our first commercialized products focusing on enterprise management and introduced FastData enterprise data intelligence s olution;
2. In 2021, we continually upgraded our FastData enterprise data intelligence solution, achieving broad commercialization and becoming one of our c urrent major business segments; and
3. In 2022, our revenue exceeded RMB100 million. We have also partnered with CSDN, a leading IT community in China, to create the Deepnova knowledge pla tform.
Reasons for fluctuations in valuation as
compared between the valuation in the
Global Offering and the valuation in
Series B2 Financing, being the latest
round of Pre-IPO Investment to our
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We continued to development our products and achieved various business milestones after our Series B2 Financing in September 2022. In 2023, we launch ed our FastAGI solution. In 2024, our FastData solution continued to
expand, and we realized broad commercialization of our FastAGI enterprise AI solution across multiple verticals, with our total revenue exceeding R MB200 million.
Notes:
(1) Refers to the settlement date of the first investment in Deepexi Cayman or Deepexi Limited by relevant Pre-IPO Investors.
(2) Calculated (i) with reference to the averaged central parity exchange rate published by the PBOC on the respective settlement date, and (ii) based on the number of shares of
the Company after the Conversion.
(3) The discount to the Offer Price is calculated based on the assumption that the Offer Price is HK$26.66 per Offer Share.
(4) The implied pre-money valuation is calculated based on (i) the cost per share paid to the Company for the corresponding round of Pre-IPO Investment and (ii) the issued share
capital of the Company immediately prior to the corresponding round of Pre-IPO Investment.
(5) The implied post-money valuation is the sum of (i) the pre-money valuation for the corresponding round of Pre-IPO Investment and (ii) the total fun ds received by the Company
from the corresponding round of Pre-IPO Investment.
(6) For details of equity transfers between Pre-IPO Investors, see “— 5. Series A3 Financing and Equity Transfer in March 2021”, “— 7. Equity Transfer i n July 2021” and “—
10. Equity Transfer in February 2025” in this section.
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Special rights of the Pre-IPO Investors
Pursuant to the shareholders’ agreement entered in connection with the Pre-IPO
Investments among the Company and the Pre-IPO Investors, the Pre-IPO Investors had been
granted certain special rights in relation to the Company. In anticipation of the proposed Global
Offering and in order to comply with relevant requirements of the Listing Rules, on April 9,
2025, the Shareholders entered into a supplemental agreement to the shareholders’ agreement,
pursuant to which, among others, the redemption rights granted to the Pre-IPO Investors under
the shareholders’ agreement have been terminated on the date preceding the first submission
of the Listing application to the Stock Exchange for the purpose of the Global Offering. All
other special rights under the Pre-IPO Investments shall cease to be effective and be terminated
on the date preceding the Listing Date in accordance with Chapter 4.2 of the Guide for New
Listing Applicants issued by the Stock Exchange, which include, among others, rights of first
refusal, co-sale rights, pre-emptive rights, information rights, liquidation preferences and
director appointment rights. At the earlier of (i) 18 months after the termination of the
redemption rights or such longer period as agreed by the Pre-IPO Investors, or (ii) the date
when the Listing application is rejected, returned or terminated or is otherwise withdrawn by
us, the above special rights so terminated shall be automatically reinstated and restated.
Compliance with the Guide for New Listing Applicants
On the basis that (i) the consideration for the last Pre-IPO Investment was irrevocably
settled on a date, which is more than 28 days before the date of the first submission of the first
listing application form, and (ii) the special rights granted to the Pre-IPO Investors will be
suspended upon filing of a listing application and/or shall cease to be effective and be
discontinued prior to the proposed Listing Date, the Joint Sponsors confirm that the Pre-IPO
Investments are in compliance with Chapter 4.2 of the Guide for New Listing Applicants issued
by the Stock Exchange.
PRC Legal Advisor’s confirmation
Our PRC Legal Advisor has confirmed that we have legally completed, settled, and
obtained the requisite legal approvals from the PRC competent authorities or made all
necessary registration or filings with the relevant local branch of the State Administration for
Market Regulation (̹ఙ္ຖ၍ଣᐼ҅) with respect to all the aforesaid Pre-IPO
Investments, capital reduction and increases and equity transfers in all material respects.
Information relating to our key Pre-IPO Investors
Set out below is a description of our Sophisticated Independent Investors (as defined in
Chapter 2.5 of the Guide for New Listing Applicants issued by the Stock Exchange, “ SIIs ”).
We have five SIIs, all of which respectively holds more than 3% of the total issued shares of
the Company as of the Latest Practicable Date. Save for being a Shareholder of our Company
and as disclosed otherwise, each of our SII is independent from and not connected with any
Director, chief executive or substantial shareholder of our Company, its subsidiaries or any of
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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their respective associates (within the meaning of the Listing Rules). Save as disclosed herein,
each of the Pre-IPO Investors is independent from each other. Each of the Pre-IPO Investors
and their respective ultimate beneficial owners is an Independent Third Party of our Company.
Our Pathfinder SIIs
(a) Hillhouse SIIs (being HH AUT and CHH AUT):
HH AUT and CHH AUT are limited liability companies incorporated under the laws of
Hong Kong. Both HH AUT and CHH AUT are ultimately managed and controlled by
Hillhouse Investment Management, Ltd. (“ Hillhouse ”), an exempted company
incorporated under the laws of the Cayman Islands. As at the Latest Practicable Date, HH
AUT and CHH AUT holds approximately 3.85% and 1.93% of the total issued shares of
the Company, respectively.
Founded in 2005, Hillhouse is a global private equity firm of investment professionals
and operating executives who are focused on building and investing in high quality
business franchises that achieve sustainable growth. Independent proprietary research and
industry expertise, in conjunction with world-class operating and management
capabilities, are key to Hillhouse’s investment approach. Hillhouse partners with
exceptional entrepreneurs and management teams to create value, often with a focus on
innovation and growth. Hillhouse invests in the fields of healthcare, business services,
broad consumption and industrials. Hillhouse manages assets on behalf of institutional
clients from across the globe. We became acquainted with Hillhouse through their own
industry research during our Series A2 Financing. As of April 17, 2020
1 and June 30,
2025 2, Hillhouse’s assets under management (the “ AUM”) was over HK$15 billion. In
compliance with Rule 18C.05 of the Listing Rules, Hillhouse SIIs held approximately
5.78% and 5.78% of the total issued share capital of our Company, as of October 15, 2025
(being the date of submission of the Company’s listing application) and October 15, 2024
(being the commencement date of the pre-application 12-month period), respectively.
(b) 5Y Capital SII (being 5Y Evolution Holding II):
5Y Evolution Holding II is a limited company incorporated under the laws of Hong Kong.
5Y Evolution Holding II is owned by Evolution Fund I, L.P . and Evolution Fund I
Co-investment, L.P . which are exempted limited partnerships established under the laws
of the Cayman Islands.
1 Being the date on which the Hillhouse SIIs signed the first relevant definitive agreement for their investment
in the Company.
2 Being a date not more than six months prior to the date of the Company’s first Listing application.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Each of Evolution Fund I, L.P . and Evolution Fund I Co-investment, L.P . is controlled by
5Y Capital GP Limited, as their general partner. Liu Qin is entitled to exercise 100% of
the voting power of all issued shares in 5Y Capital GP Limited at its general meeting.
Each of Evolution Fund I, L.P . and Evolution Fund I Co-investment, L.P . has 73 and 26
limited partners. None of the limited partner has contributed an amount exceeding 30%
of the total commitment of Evolution Fund I, L.P . and Evolution Fund I Co-investment,
L.P ., and none of the limited partner has held a cumulative limited partner interest
exceeding 30% across Evolution Fund I, L.P . and Evolution Fund I Co-investment, L.P ..
Evolution Fund I, L.P . and Evolution Fund I Co-investment, L.P . are private funds of 5Y
Capital, whose primary purpose is to make equity investments in private companies. 5Y
Capital is a venture capital firm which specializes in fostering the growth of outstanding
companies in the technology, life sciences, and consumer innovation sectors. The
unwavering commitment of 5Y Capital is to serve as the premier, enduring, and most
impactful investor for top-tier entrepreneurs. In addition to our Company, 5Y Capital has
invested in other technology companies such as Xiaomi Corporation (stock code: 1810),
Kuaishou Technology (stock code: 1024), XPeng Inc. (stock code: 9868), Kingsoft Office
(Shanghai Stock Exchange, stock code: 688111), Horizon Robotics (stock code: 9660),
Pony AI Inc. (NASDAQ ticker: PONY) and XtalPi Holdings Limited (stock code: 2228)
etc. As of the Latest Practicable Date, 5Y Evolution Holding II holds approximately
5.90% of the total issued shares of the Company.
Our Group became acquainted with 5Y Capital during our Series A1 Financing. As of
June 30, 2019
3 and June 30, 2025 2, the aggregate fund size of USD-denominated funds
managed by 5Y Capital was approximately US$2.7 billion and US$5 billion, respectively.
In compliance with Rule 18C.05 of the Listing Rules, 5Y Capital SII held approximately
5.90% and 5.90% of the total issued share capital of our Company, as of October 15, 2025
(being the date of submission of the Company’s listing application) and October 15, 2024
(being the commencement date of the pre-application 12-month period), respectively.
(c) Tianjin Dehui:
Tianjin Dehui is a limited partnership established under the laws of the PRC. As of the
Latest Practicable Date, its limited partners are (i) Suzhou Hexie Chaoyue Phase II
Investment Center (Limited Partnership) ( ᘽψձፓ൴൳ɚಂҳ༟ʕː(Υྫ))
(“Suzhou Hexie ”), which holds approximately 60.39% interests of Tianjin Dehui. Suzhou
Hexie has 21 limited partners and none of them hold more than 30% of the interests of
Suzhou Hexie. The general partner of Suzhou Hexie is Shenzhen Y ueqi Enterprise
Management Partnership (Limited Partnership) ( ଉέ൳փΆุ၍ଣΥྫΆุ(Υྫ))
(“Shenzhen Yueqi ”), holding approximately 2.0% of its interests; and (ii) Shenzhen
Hexie Chaoyue Phase II Equity Investment Fund Partnership (Limited Partnership) ( ଉέ
ΥྫΆุ(Υྫ)) (“ Shenzhen Hexie ”), which holds
3 Being a date not more than six months prior to September 24, 2019, the date on which the 5Y Capital SII signed
the first relevant definitive agreement for their investment in the Company.
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approximately 39.61% interests in Tianjin Dehui. Shenzhen Hexie has 11 limited partners
and none of them hold more than 30% of the interests of Shenzhen Hexie. The general
partner of Shenzhen Hexie is Shenzhen Y ueqi, holding approximately 2.0% of its
interests. The general partner of Tianjin Dehui is Shenzhen Y ueqi, which holds
approximately 0.0004% interests in Tianjin Dehui. Shenzhen Y ueqi is held as to 50.0% by
each of Xizang Hexie Enterprise Management Co., Ltd. (ʮ̡)
(“Xizang Hexie ”), and Xizang Y ueqi Enterprise Management Co., Ltd. ( Гᔛ൳փΆุ၍
ʮ̡)( “ Xizang Yueqi ”). The general partner of Shenzhen Y ueqi is Xizang Y ueqi,
which is wholly owned by Hexie Aiqi Investment Management (Beijing) Co., Ltd. ( ձፓ
ฌփҳ༟၍ଣ(̏ԯ)ʮ̡)( “ Hexie Aiqi ”). The ultimate beneficial owners of Hexie
Aiqi are Niu Kuiguang, Li Jianguang and Wang Jingbo. Each of Tianjin Dehui and its
ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable
Date, Tianjin Dehui holds approximately 6.61% of the total issued shares of our
Company.
Our Group became acquainted with Tianjin Dehui by way of personal acquaintance with
its partner. Tianjin Dehui is a special purpose vehicle under Hexie Aiqi with a primary
purpose of holding investments, mainly in PRC venture stage companies in most vibrant
industries with strong potential: consumer technology, advanced manufacturing/new
energy, consumer and healthcare.
As of the Latest Practicable Date, Tianjin Dehui hold approximately 6.61% of the total
issued shares of our Company. The AUM of the fund manager of Hexie Aiqi and its
affiliates was approximately HK$23.6 billion as of June 30, 2018
4, and approximately
HK$53.7 billion as of June 30, 2025 2, respectively. In compliance with Rule 18C.05 of
the Listing Rules, Tianjin Dehui held approximately 6.61% and 6.61% of the total issued
share capital of our Company, as of October 15, 2025 (being the date of submission of the
Company’s listing application) and October 15, 2024 (being the commencement date of
the pre-application 12-month period), respectively.
(d) CIIT AM SIIs (being Y ouxuan Fund, Xinyuan Fund and Jiequan Fund):
Each of Y ouxuan Fund, Xinyuan Fund and Jiequan Fund is a limited partnership
established under the laws of the PRC. As of the Latest Practicable Date, Y ouxuan Fund,
Xinyuan Fund and Jiequan Fund collectively hold approximately 5.92% of the total issued
shares of the Company. The general partner of each of Y ouxuan Fund and Xinyuan Fund
is Xingtou (Beijing) Capital Management Co., Ltd. ( ጳҳ(̏ԯ)ʮ̡),
which is wholly owned by China Industrial International Trust Asset Management
Company Limited (ʮ̡)( “ CIIT AM ”). The general partner of
Jiequan Fund is Xingtou (Pingtan) Capital Management Co., Ltd. ( ጳҳ(̻ᆐ)༟͉၍ଣϞ
ʮ̡), which is wholly owned by CIIT AM. CIIT AM serves as a professional platform
for Industrial Bank Co., Ltd. (“ CIB”, a company listed on the Shanghai Stock Exchange
4 Being a date not more than six months prior to November 9, 2018, the date on which Tianjin Dehui signed the
first relevant definitive agreement for their investment in the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(stock code: 601166)) to carry out private equity investment and related asset
management business. CIIT AM is wholly owned by China Industrial International Trust
Limited (ʮ̡), which is in turn owned as to 73% by CIB.
The limited partners of Y ouxuan Fund include (i) CIB Wealth Assets Management Co.,
Ltd. (ʮ̡), which holds approximately 75.3% interests in
Y ouxuan Fund and is ultimately owned by CIB, and (ii) two other entities, neither of
whom hold more than 30% interests in Y ouxuan Fund. The limited partners of Xinyuan
Fund include (i) Fuzhou Economic and Technological Development Zone Xingrui
Hesheng Equity Investment Partnership (Limited Partnership) ( ၅ψ຾᏶Ҧஔක೯ਜጳြ
ᛆҳ༟ΥྫΆุ(Υྫ)), which holds approximately 39.0% interests in
Xinyuan Fund and is ultimately owned by CIB, (ii) Danyang Investment Group Company
Limited (ʮ̡), which holds approximately 36.0% interests in Xinyuan
Fund and is ultimately owned by the Danyang Municipality State-owned Assets Operation
Service Center (ਕʕː), and (iii) two other entities, neither of
whom individually hold more than 30% interests in Xinyuan Fund. The limited partners
of Jiequan Fund include (i) CIIT AM, which holds approximately 39.0% interests in
Jiequan Fund, and (ii) four other entities, none of whom individually hold more than 30%
interests in Jiequan Fund.
Our Group became acquainted with CIIT AM SIIs through the research conducted by
them during our Series B1 Financing. The AUM of CIIT AM (being the parent company
of the general partners of CIIT AM SIIs) and its controlled entities amounted to RMB97.2
billion as of March 31, 2021
5 and RMB93.2 billion as of June 30, 2025 2. In compliance
with Rule 18C.05 of the Listing Rules, CIIT AM SIIs collectively held approximately
5.92% of the total issued share capital of our Company, as of October 15, 2025 (being the
date of submission of the Company’s listing application) and October 15, 2024 (being the
commencement date of the pre-application 12-month period), respectively.
Our Pathfinder SIIs, in aggregate, held approximately 24.21% and 24.21% of the total
issued share capital of our Company, as of October 15, 2025 (being the date of submission
of the Company’s listing application) and October 15, 2024 (being the commencement
date of the pre-application 12-month period), respectively.
Our Other SIIs
(e) SPDBI SIIs (being SPDBI Waltz and SPDBI Star):
Each of SPDBI Waltz and SPDBI Star is an exempted company incorporated under the
laws of the Cayman Islands, which is primarily engaged in investment business. SPDBI
Waltz and SPDBI Star are wholly owned by SPDBI New Economy I LPF, whose general
partner is SPDBI Deep Management Limited. SPDBI Deep Management Limited is
5 Being a date not more than six months prior to August 3, 2021, the date on which the CIIT AM SIIs signed
the first relevant definitive agreement for their investment in the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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wholly owned by SPDB International (Hong Kong) Limited (“ SPDBI HK ”), which is in
turn ultimately wholly-owned by SPDB International Holdings Limited (“ SPDBI ”),
which is wholly-owned by Shanghai Pudong Development Bank Co., Ltd.. The only
limited partner holding more than 30% of interests in SPDBI New Economy I LPF is
SPDBI HK. SPDB International Investment Management Limited (“ SPDBI IM ”) is
wholly-owned by SPDBI and is affiliated with SPDBI HK. SPDB International Capital
Limited, which is controlled by SPDBI, is also one of the Joint Sponsors.
Our Group became acquainted with SPDBI SIIs through the research conducted by them
during our Series A4 Financing. As at the Latest Practicable Date, SPDBI Waltz and
SPDBI Star in aggregate hold approximately 4.48% of the total issued shares of the
Company. The AUM of SPDBI IM was over RMB80 billion as of June 30, 2020
6 and over
RMB50 billion as of June 30, 2025 2.
Other Key Pre-IPO Investors
We set out below descriptions of our other Pre-IPO Investors which, together with Mr.
Zhao, Mr. Y ang, Deepexi Huachuang, Deepexi Huaying and the SIIs, held more than 90% of
our total issued share capital as of the date of this prospectus:
(a) Pleasure Focus: Pleasure Focus is an investment holding company incorporated
under the laws of Hong Kong and is owned as to 94.61% by IDG China V enture
Capital Fund V L.P . and 5.39% by IDG China V Investors L.P .. IDG China V enture
Capital Fund V L.P . and IDG China V Investors L.P ., both Cayman exempted limited
partnership, are venture capital funds with a primary purpose of making equity
investments, mainly in seed and growth stage companies in China, focusing on
companies in the information technology, media, healthcare, energy, clean
technology and non-technology consumer businesses and services related industries,
including, but not limited to, companies engaged in software, internet, telecom,
media and managed healthcare business. As of the Latest Practicable Date, Pleasure
Focus holds approximately 4.83% of the total issued shares of the Company.
(b) Zhuhai Zhike: Zhuhai Zhike is a limited partnership established under the laws of
the PRC. As of the Latest Practicable Date, the general partner of Zhuhai Zhike is
Gaoling Zhicheng Changjiang (Hubei) Equity Investment Management
Center (Limited Partnership) (Ϫ(ಳ̏)ᛆҳ༟၍ଣʕː(Υྫ))
(“Zhicheng Changjiang ”), which holds approximately 0.03% interests in Zhuhai
Zhike. The general partner of Zhicheng Changjiang is Zhuhai Gaoling Zhicheng
Private Equity Fund Management Co., Ltd. (ʮ̡)
(“Gaoling Zhicheng ”), a private fund management company established under the
laws of the PRC ultimately controlled by Ms. Zhu Xiuhua (ڀThe limited
partners holding more than 30% partnership interests of Zhicheng Changjiang
6 Being a date not more than six months prior to December 4, 2020, the date on which the SPDBI SIIs signed
the first relevant definitive agreement for their investment in the Company.
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include Kunshan Xinghua Investment Consulting Center (Limited Partnership) (׺
ʆጳശҳ༟ፔ༔ʕː(Υྫ)) (“ Kunshan Xinghua ”) (as to approximately
58.08% limited partnership interests) and Zhuhai Zhifeng Chuangcheng Investment
Partnership (Limited Partnership) ( मऎ౽ᔮ௴༐ҳ༟ΥྫΆุ(Υྫ))
(“Zhuhai Zhifeng ”) (as to approximately 38.77% limited partnership interests).
Kunshan Xinghua is ultimately controlled by Gaoling Zhicheng and ultimately
beneficially owned by Zhang Haiyan. Zhuhai Zhifeng is owned as to approximately
54.55% by Dong Ran and approximately 45.45% by Yin Cong. The limited partner
of Zhuhai Zhike is a private equity fund managed by Gaoling Zhicheng, and no
limited partner of such private equity fund holds more than one-third of its
partnership interest. As of the Latest Practicable Date, Zhuhai Zhike holds
approximately 6.61% of the total issued shares of the Company.
(c) Zhuhai Songheng: Zhuhai Songheng is a limited partnership established under the
laws of the PRC. As of the Latest Practicable Date, the general partner of Zhuhai
Songheng is Zhicheng Changjiang, which holds approximately 0.01% interests in
Zhuhai Songheng. The limited partner of Zhuhai Songheng is Wuhan Gaoling
Zhicheng Phase II AI Equity Investment Fund Partnership (Limited Partnership) (؛
ΥྫΆุ(Υྫ)( “ Wuhan Zhicheng ”)),
which holds approximately 99.99% interests in Zhuhai Songheng. Wuhan Zhicheng is
a private equity fund managed by Gaoling Zhicheng as its general partner, and no
limited partner of Wuhan Zhicheng holds more than one-third of its partnership
interest. As at the Latest Practicable Date, Zhuhai Songheng holds approximately
3.03% of the total issued shares of the Company.
(d) Chuxin Entities (being Chuzhe Zhixin, Chuxin Growth, Chuxin LLC and
Chuxin Limited): Chuzhe Zhixin is a limited partnership established under the laws
of the PRC with its general partner being Heqin Chuzhe Zhixin Equity Investment
Management Center (Limited Partnership) (ᛆҳ༟၍ଣʕː(ࠢ
Υྫ), which holds approximately 2.65% of the interests of Chuzhe Zhixin. Chuzhe
Zhixin has 12 limited partners and none of them hold more than 30% of the interests
of Chuzhe Zhixin. Chuzhe Zhixin is ultimately controlled by Tian Jiangchuan ( ͞Ϫ
ʇ).
Chuxin Growth is an exempted company incorporated under the laws of the Cayman
Islands. Chuxin Growth is wholly-owned by Chuxin Capital Growth SPC for and on
behalf of Chuxin Capital Growth SP I. The class A shareholder and management
shareholder of Chuxin Capital Growth SP I is Chuxin Investment Management
Limited, which is ultimately controlled by Tian Jiangchuan ( ͞Ϫʇ). Chuxin
Capital Growth SP I has five class B shareholders; among them, Pacific Creation
Limited and FY Capital Master Fund L.P . holds 41.67% and 33.33% of interests of
Chuxin Capital Growth SP I, respectively. None of the remaining class B
shareholders holds more than 30% of the interests of Chuxin Capital Growth SP I.
Pacific Creation Limited is ultimately controlled by Ren Jun (ࠏand FY Capital
Master Fund L.P . is ultimately controlled by Sino V entures Group Limited, which is
wholly owned by Zhang Wangjin.
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Chuxin LLC is limited liability company incorporated under the laws of the Cayman
Islands. The membership interests of Chuxin LLC is wholly owned by Fung Shing
Investments Ltd, which is in turn wholly-owned by Liao Xingan (τ). The
power and authority of daily operation and management of Chuxin LLC are vested
in Tian Jiangchuan ( ͞Ϫʇ) and Mu Tong ( ጒᐘ) as managers of Chuxin LLC.
Chuxin Limited is a company incorporated under the laws of the British Virgin
Islands. Chuxin Limited is owned as to 66.67% by Team Title Limited, which is
ultimately controlled by Li Shuwei ( ҽૺਃ), and as to 33.33% by Zto Msm Holding
Limited, which is ultimately controlled by Tiger Hill Trust, which is ultimately
controlled by Ma Shumin.
As at the Latest Practicable Date, each of Chuzhe Zhixin, Chuxin Growth, Chuxin
LLC and Chuxin Limited holds approximately 1.77%, 1.70%, 0.71% and 0.43% of
the total issued shares of the Company.
(e) Zhizhao No. 2: Zhizhao No. 2 is a limited partnership established under the laws of
the PRC. As of the Latest Practicable Date, the general partner of Zhizhao No. 2 is
Shanghai Lingang Kechuang Investment Co., Ltd. (ʮ
̡)( “ Lingang Kechuang ”), a company incorporated under the laws of the PRC
engaged in private equity fund and venture capital investment and asset management
in science and technology sectors and ultimately controlled by Wu Wei. The largest
limited partner of Zhizhao No. 2 is Shanghai Lingang Zhizhao Phase II Equity
Investment Fund Partnership (Limited Partnership) (ᛆҳ༟ਿ
ΥྫΆุ(Υྫ)) (“ Zhizao Phase II ”), which holds approximately 99.60%
interests in Zhizhao No. 2. Zhizhao Phase II is a private equity fund managed by
Lingang Kechuang as its general partner. The largest limited partners of Zhizhao
Phase II are Shanghai Lingang Economic Development Group Technology
Investment Co., Ltd. (ʮ̡) (holding
approximately 36.98% limited partnership interest), a company ultimately
controlled by Shanghai Municipal State-owned Assets Supervision and
Administration Commission, and Shanghai Lingang Special Area Private Fund
Management Co., Ltd. (ʮ̡) (holding
approximately 36.98% limited partnership interest), a company ultimately
controlled by the Financial Settlement and State-owned Asset Affairs Center of
China (Shanghai) Pilot Free Trade Zone Lingang Special Area Management
Committee ( ʕ਷(ɪऎ)ึৌਕഐၑձ਷Ϟ༟ପ
ԫਕʕː). No other limited partners of Zhizhao Phase II hold more than one-third
of its partnership interest. As at the Latest Practicable Date, Zhizhao No. 2 holds
approximately 1.41% of the total issued shares of the Company.
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(f) Shanghai AI: Shanghai AI is a limited partnership established under the laws of the
PRC. As of the Latest Practicable Date, the general partner of Shanghai AI is
Shanghai AI Industrial Investment Management Center (Limited Partnership) ( ɪऎ
ɛʈ౽ঐପุҳ༟၍ଣʕː(Υྫ)), an investment fund vehicle which holds
approximately 0.50% partnership interests of Shanghai AI and is ultimately
controlled by Wu Wei. Shanghai AI has eight limited partners and none of them hold
more than 30% of the interests of Shanghai AI. As at the Latest Practicable Date,
Shanghai AI holds approximately 1.41% of the total issued shares of the Company.
(g) BAI: BAI is a company incorporated under the laws of Germany, which is
wholly owned by Reinhard Mohn GmbH. Reinhard Mohn GmbH is wholly
owned by Bertelsmann SE & Co. KGaA, which is controlled by Bertelsmann
V erwaltungsgesellschaft. Bertelsmann V erwaltungsgesellschaft is controlled by
Mr. Christoph Mohn. BAI is a leading venture capital fund focusing on Chinese
companies and entrepreneurs that can leverage the multiplier effect of China’s
technology, talent, and supply chain advantages and to expand globally in consumer
retail and services, fintech, media and content innovation, and other areas. As at the
Latest Practicable Date, BAI holds approximately 3.38% of the total issued shares
of the Company.
(h) Ruihui Haina: Ruihui Haina is a limited partnership established under the laws of
the PRC. As of the Latest Practicable Date, the general partner of Ruihui Haina is
River Gorges Xintai (Beijing) Private Equity Fund Management Co., Ltd. (㒥
इ(̏ԯ)ʮ̡), a company established under the laws of the PRC
ultimately owned as to 40% and 40% equity interest by the State-owned Assets
Supervision and Administration Commission of the State Council and the State-
owned Assets Supervision and Administration Commission of Beijing Haidian
People’s Government, respectively. Ruihui Haina has seven limited partners and its
largest limited partners are Three Gorges Capital Holdings Co., Ltd. (ٰ
ப΂ʮ̡) (which is ultimately controlled by SASAC) and Beijing Haidian
District State-owned Properties Investment & Management Co., Ltd. ( ̏ԯ̹ऎὅਜ
ʮ̡), hold 42.54% and 37.41% of the interests in Ruihui
Haina, respectively. As at the Latest Practicable Date, Ruihui Haina holds
approximately 2.08% of the total issued shares of the Company.
(i) Lighthouse: Lighthouse is an exempted limited partnership incorporated under the
laws of the Cayman Islands. Its general partner is Lighthousecap International Inc.,
which is controlled by Zheng Xuanle. The limited partners of Lighthouse include:
(i) Axiom Asia V , L.P ., which holds approximately 38.46% interest of Lighthouse
and is ultimately controlled by Lau Zhi Y uan, Loh Siew Kee, Lee Sao Wei and Ng
Chi Man Edmond; (ii) other independent third entities and none of them hold more
than 30% of the interests of Lighthouse. As at the Latest Practicable Date,
Lighthouse holds approximately 1.24% of the total issued shares of the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 176 ---
(j) Axilight: Axilight is an exempted limited partnership incorporated under the laws
of the Cayman Islands. Its general partner is Lighthousecap International Inc., which
is controlled by Zheng Xuanle. The limited partners of Axilight include: (i) Axiom
Asia 6, L.P ., which holds approximately 56.91% interest of Axilight and is
ultimately controlled by Loh Siew Kee, Lau Zhi Y uan, Lee Sao Wei and Ng Chi Man
Edmond; (ii) Axiom Asia 6-A SCSp, SICA V-RAIF, which holds approximately
36.76% interest of Axilight and is ultimately controlled by Loh Siew Kee, Lau Zhi
Y uan, Lee Sao Wei and Ng Chi Man Edmond. Axiom Asia 6-A SCSp, SICA V-RAIF
has one shareholder that holds more than 30% of the shares, which is BAYVK
P4-Fonds, a public pension fund; and (iii) an independent third party which holds
approximately 6.33% the interests of Axilight. As at the Latest Practicable Date,
Axilight holds approximately 0.13% of the total issued shares of the Company.
(k) Qingdao Ruidi: Qingdao Ruidi is a limited partnership established under the laws
of the PRC. As of the Latest Practicable Date, the general partner of Qingdao Ruidi
is Ningbo Meishan Bonded Port Ruiyuan Investment Management Co., Ltd. (ت
ʮ̡), which is ultimately controlled by Zheng
Xuanle. The limited partner of Qingdao Ruidi is Zhao Su ( Ⴛ஺), which holds
approximately 99.91% interest of Qingdao Ruidi. As at the Latest Practicable Date,
Qingdao Ruidi holds approximately 0.21% of the total issued shares of the
Company.
(l) Tianjin Ruidi: Tianjin Ruidi is a limited partnership established under the laws of
the PRC. As of the Latest Practicable Date, the general partner of Tianjin Ruidi is
Ningbo Meishan Bonded Port Ruiyuan Investment Management Co., Ltd. (ૠʆ
ʮ̡), which is ultimately controlled by Zheng Xuanle.
The limited partners of Tianjian Ruidi include: (i) Liang Min ( ૑ઽ), which holds
approximately 49.95% interest of Tianjin Ruidi; and (ii) three individuals and none
of them hold more than 30% of the interests of Tianjin Ruidi. As at the Latest
Practicable Date, Tianjin Ruidi holds approximately 0.17% of the total issued shares
of the Company.
(m) Angel Prosperity: Angel Prosperity is a limited company incorporated under the
laws of Hong Kong, and it is ultimately wholly owned by Guotai Junan International
Holdings Limited (“ GTJA Holdings ”), a company listed on the Stock Exchange
(stock code: 1788). Guotai Junan Capital Limited, one of our Joint Sponsors, is
indirectly wholly owned by GTJA Holdings. As at the Latest Practicable Date, Angel
Prosperity holds approximately 1.27% of the total issued shares of the Company.
(n) DDZ Holdings: DDZ HK Investment Holdings Limited (“ DDZ Holdings ”) is a
company incorporated under the laws of Hong Kong. DDZ Holdings is owned by
DDZ Investment Holdings Limited and is ultimately controlled by Jeffrey Jian
ZHOU. As at the Latest Practicable Date, DDZ Holdings holds approximately 1.33%
of the total issued shares of the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 177 ---
(o) CMBC Financial Investment: CMBC Financial Investment is a company
incorporated under the laws of the PRC. It is indirectly wholly owned by CMBC
International Holdings Limited, which is in turn wholly-owned by China Minsheng
Bank Corp., Ltd., a company listed on the Shanghai Stock Exchange (stock code:
600016) and the Stock Exchange (stock code: 1988). CMBC Financial Investment
and CMBC International Capital Limited, one of our Joint Sponsors, are members
of a “sponsor group” as defined under the Listing Rules. As at the Latest Practicable
Date, CMBC Financial Investment holds approximately 1.00% of the total issued
shares of the Company.
(p) CM Innovation Fund: CM Innovation Fund is a limited partnership established
under the laws of the PRC. As of the Latest Practicable Date, its general partner is
China Merchants V enture Capital Management Co., Ltd. (ࠢ
ப΂ʮ̡), which holds 0.1% of its interests and is ultimately controlled by China
Merchants Group (ʮ̡), a company wholly owned by the State
Council. The limited partner of CM Innovation Fund is Shenzhen Zhaokong
Investment Co., Ltd. (ப΂ʮ̡), which holds approximately
99.9% interests of CM Innovation Fund and is ultimately controlled by China
Merchants Group. As at the Latest Practicable Date, CM Innovation Fund holds
approximately 0.09% of the total issued shares of the Company.
(q) CMVC Fund: CMVC Fund is an exempted limited partnership incorporated under
the laws of the Cayman Islands. The general partner of CMVC Fund is China
Merchants V enture Capital GP (International) Limited and the only limited partner
of CMVC Fund is Corilla Investment Limited, both of which are ultimately
controlled by China Merchants Group, which is in turn ultimately controlled by the
State Council of the PRC. As at the Latest Practicable Date, CMVC Fund holds
approximately 0.87% of the total issued shares of the Company.
(r) BOCOM AM: BOCOM AM is a limited company incorporated in Hong Kong and
is wholly owned by BOCOM International Holdings Company Limited, a company
incorporated in Hong Kong with limited liability and whose shares are listed on The
Stock Exchange of Hong Kong Limited (stock code: 3329). BOCOM AM is a
licensed corporation under the Hong Kong Securities and Futures Ordinance with
Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset
management) regulated activities. BOCOM AM and BOCOM International (Asia)
Limited, one of our Joint Sponsors, are members of a “sponsor group” as defined
under the Listing Rules. As at the Latest Practicable Date, BOCOM AM holds
approximately 0.64% of the total issued shares of the Company.
(s) Gongqingcheng Hangjian: Gongqingcheng Hangjian is a limited partnership
established under the laws of the PRC. As of the Latest Practicable Date, the general
partner of Gongqingcheng Hangjian is Shenzhen Putai Investment Development
Co., Ltd. (ʮ̡), which holds approximately 0.01%
interests of Gongqingcheng Hangjian and is ultimately controlled by A VIC Industry
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 178 ---
— Finance Holdings Co., Ltd. (ʮ̡), a company listed
on the Shanghai Stock Exchange (stock code: 600705). The limited partner of
Gongqingcheng Hangjian is Beihai Hangjin Ruiying Investment Development Co.,
Ltd. (ʮ̡), which holds 99.99% of the interests of
Gongqingcheng Hangjian and is held as to 50% by each of Y an Zhigang (࡝)
and Dong Jinglei ( ໨౺ᆾ). As at the Latest Practicable Date, Gongqingcheng
Hangjian holds approximately 1.68% of the total issued shares of the Company.
(t) Yinxu Y ouxuan No. 1: Yinxu Y ouxuan No. 1 is a limited partnership established
under the laws of the PRC. As of the Latest Practicable Date, the general partner of
Yinxu Y ouxuan No. 1 is Qingdao Zhirui Enterprise Management Consultancy
Partnership (Limited Partnership) (౽ቚΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)),
which is ultimately controlled by Able Great Development Limited, a company
incorporated under the laws of Hong Kong and wholly-owned by YST1 Trust. The
settlor of YST1 Trust is Mr. Ren Jun (ࠏdirector of Rencent International
Holdings Limited. The limited partners of Yinxu Y ouxuan No. 1 include: (i)
Y ancheng Zhirui Enterprise Management Consultancy Co., Ltd. (̹౽ቚΆุ၍
ʮ̡), which holds approximately 55.97% of Yinxu Y ouxuan No. 1 and
is ultimately controlled by Guan Y anyi (່) and Guan Y ujie ( ၍͗ᆎ); and (ii)
11 entities and none of them hold more than 30% of the interests of Yinxu Y ouxuan
No. 1. As at the Latest Practicable Date, Yinxu Y ouxuan No. 1 holds approximately
0.38% of the total issued shares of the Company.
Meaningful investment from SIIs
We have received investments from our Pathfinder SIIs as identified above, each having
invested in the Group for at least 12 months prior to the first submission of our listing
application to the Stock Exchange for the purpose of the Global Offering. In accordance with
Chapter 2.5 of the Guide for New Listing Applicants issued by the Stock Exchange, each of
Hillhouse SIIs, 5Y Capital SII, Tianjin Dehui and CIIT AM SIIs holds more than 3%, and in
aggregate more than 10%, of the issued share capital of the Company as of the date of our
listing application and throughout the pre-application 12-month period. For details of the
ownership percentage of shareholding in our Company’s share capital of each of the SIIs, see
“— Capitalization of Our Company.”
As of the Latest Practicable Date, our SIIs held, in aggregate, approximately 28.68% in
the total issued share capital of our Company. At Listing, such SIIs will hold, in aggregate,
26.35% in the total issued share capital of our Company, assuming that our expected market
capitalization at the time of Listing will exceed HK$4 billion but less than HK$15 billion.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 179 ---
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 (assuming that the
Conversion of Unlisted Shares into H Shares is completed).
As of the Latest Practicable Date
Immediately following the
completion of the Global Offering
and the Conversion of Unlisted
Shares into H Shares
No. Name of Shareholder
Number of
Unlisted Shares
Held
Approximate
Shareholding
Percentage
Number of H
Shares Held
Approximate
Shareholding
Percentage
1. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Zhao 49,468,200 16.49% 49,468,200 15.14%
2. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Y ang 11,711,400 3.90% 11,711,400 3.59%
3. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Deepexi Huachuang 37,299,300 12.43% 37,299,300 11.42%
4. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Deepexi Huaying 6,364,500 2.12% 6,364,500 1.95%
5. /H1118/H1118/H1118/H1118/H1118/H1118/H1118HH AUT (1) 11,562,600 3.85% 11,562,600 3.54%
6. /H1118/H1118/H1118/H1118/H1118/H1118/H1118CHH AUT (2) 5,781,300 1.93% 5,781,300 1.77%
7. /H1118/H1118/H1118/H1118/H1118/H1118/H11185Y Evolution Holding II (3) 17,714,700 5.90% 17,714,700 5.42%
8. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Tianjin Dehui (4) 19,815,600 6.61% 19,815,600 6.07%
9. /H1118/H1118/H1118/H1118/H1118/H1118/H1118Y ouxuan Fund (5) 5,915,100 1.97% 5,915,100 1.81%
10. /H1118/H1118/H1118/H1118/H1118/H1118Xinyuan Fund (6) 5,915,100 1.97% 5,915,100 1.81%
11. /H1118/H1118/H1118/H1118/H1118/H1118Jiequan Fund (7) 5,915,100 1.97% 5,915,100 1.81%
12. /H1118/H1118/H1118/H1118/H1118/H1118SPDBI Waltz (8) 11,526,000 3.84% 11,526,000 3.53%
13. /H1118/H1118/H1118/H1118/H1118/H1118SPDBI Star (9) 1,909,200 0.64% 1,909,200 0.58%
14. /H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Zhike (10) 19,815,600 6.61% 19,815,600 6.07%
15. /H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Songheng (11) 9,082,200 3.03% 9,082,200 2.78%
16. /H1118/H1118/H1118/H1118/H1118/H1118Pleasure Focus (12) 14,485,800 4.83% 14,485,800 4.43%
17. /H1118/H1118/H1118/H1118/H1118/H1118Chuzhe Zhixin (13) 5,307,600 1.77% 5,307,600 1.62%
18. /H1118/H1118/H1118/H1118/H1118/H1118Chuxin Growth (14) 5,098,200 1.70% 5,098,200 1.56%
19. /H1118/H1118/H1118/H1118/H1118/H1118Chuxin LLC (15) 2,122,200 0.71% 2,122,200 0.65%
20. /H1118/H1118/H1118/H1118/H1118/H1118Chuxin Limited (16) 1,297,500 0.43% 1,297,500 0.40%
21. /H1118/H1118/H1118/H1118/H1118/H1118Lighthouse (17) 3,730,200 1.24% 3,730,200 1.14%
22. /H1118/H1118/H1118/H1118/H1118/H1118Qingdao Ruidi (18) 618,000 0.21% 618,000 0.19%
23. /H1118/H1118/H1118/H1118/H1118/H1118Tianjin Ruidi (19) 504,000 0.17% 504,000 0.15%
24. /H1118/H1118/H1118/H1118/H1118/H1118Axilight (20) 389,100 0.13% 389,100 0.12%
25. /H1118/H1118/H1118/H1118/H1118/H1118Zhizhao No. 2 (21) 4,243,200 1.41% 4,243,200 1.30%
26. /H1118/H1118/H1118/H1118/H1118/H1118Shanghai AI (22) 4,243,200 1.41% 4,243,200 1.30%
27. /H1118/H1118/H1118/H1118/H1118/H1118CMVC Fund (23) 2,595,000 0.87% 2,595,000 0.79%
28. /H1118/H1118/H1118/H1118/H1118/H1118CM Innovation Fund (24) 270,900 0.09% 270,900 0.08%
29. /H1118/H1118/H1118/H1118/H1118/H1118BAI(25) 10,149,300 3.38% 10,149,300 3.11%
30. /H1118/H1118/H1118/H1118/H1118/H1118Ruihui Haina (26) 6,235,200 2.08% 6,235,200 1.91%
31. /H1118/H1118/H1118/H1118/H1118/H1118Gongqingcheng Hangjian (27) 5,040,900 1.68% 5,040,900 1.54%
32. /H1118/H1118/H1118/H1118/H1118/H1118Angel Prosperity (28) 3,818,700 1.27% 3,818,700 1.17%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 180 ---
As of the Latest Practicable Date
Immediately following the
completion of the Global Offering
and the Conversion of Unlisted
Shares into H Shares
No. Name of Shareholder
Number of
Unlisted Shares
Held
Approximate
Shareholding
Percentage
Number of H
Shares Held
Approximate
Shareholding
Percentage
33. /H1118/H1118/H1118/H1118/H1118/H1118DDZ Holdings (29) 4,000,200 1.33% 4,000,200 1.22%
34. /H1118/H1118/H1118/H1118/H1118/H1118CMBC Financial
Investment (30)
3,000,000 1.00% 3,000,000 0.92%
35. /H1118/H1118/H1118/H1118/H1118/H1118BOCOM AM (31) 1,909,200 0.64% 1,909,200 0.58%
36. /H1118/H1118/H1118/H1118/H1118/H1118Yinxu Y ouxuan No. 1 (32) 1,145,700 0.38% 1,145,700 0.35%
Subtotal /H1118/H1118/H1118/H1118 300,000,000 100.0% 300,000,000 91.85%
Other H Shareholders – – 26,632,000 8.15%
Total /H1118/H1118/H1118/H1118/H1118 300,000,000 100.0% 326,632,000 100.0%
Notes:
(1) Represents HH AUT-XV HK Holdings Limited (“ HH AUT ”).
(2) Represents CHH AUT-XV HK Holdings Limited (“ CHH AUT ”).
(3) Represents Evolution Holding II Limited (“ 5Y Evolution Holding II ”).
(4) Represents Tianjin Dehui Investment Management Partnership (Limited Partnership) (ᅃሾҳ༟၍
ଣΥྫΆุ(Υྫ)) (“ Tianjin Dehui ”).
(5) Represents Beijing Xingtou Y ouxuan Entrepreneurship Investment Fund (Limited Partnership) ( ̏ԯጳ
ږ(Υྫ)) (“ Y ouxuan Fund ”).
(6) Represents Jiangsu Xingtou Xinyuan Equity Investment Fund (Limited Partnership) (ᛆ
ږ(Υྫ)) (“ Xinyuan Fund ”).
(7) Represents Jiangsu Jiequan Green Industry Equity Investment Fund (Limited Partnership) (ၠ
ږ(Υྫ)) (“ Jiequan Fund ”).
(8) Represents SPDBI Waltz Limited (“ SPDBI Waltz ”).
(9) Represents SPDBI Star Limited (“ SPDBI Star ”).
(10) Represents Zhuhai Gaoling Zhike Equity Investment Partnership (Limited Partnership) (߅
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Zhuhai Zhike ”).
(11) Represents Zhuhai Songheng Enterprise Management Partnership (Limited Partnership) ( मऎ੩㛬Άุ
၍ଣΥྫΆุ(Υྫ)) (“ Zhuhai Songheng ”).
(12) Represents Pleasure Focus Limited (“ Pleasure Focus ”).
(13) Represents Guangzhou Chuzhe Zhixin Equity Investment Partnership (Limited Partnership) (٫ڋ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Chuzhe Zhixin ”).
(14) Represents Chuxin Growth Management Fund I Limited (“ Chuxin Growth ”).
(15) Represents Chuxin Investment Capital I LLC (“ Chuxin LLC ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 181 ---
(16) Represents Chuxin Investment Capital I Limited (“ Chuxin Limited ”).
(17) Represents Lighthouse International Growth Fund L.P . (“ Lighthouse ”).
(18) Represents Qingdao Ruidi Private Equity Investment Fund Partnership (Limited Partnership) (ࠔ
ΥྫΆุ(Υྫ)) (“ Qingdao Ruidi ”).
(19) Represents Tianjin Ruidi Equity Investment Fund Partnership (Limited Partnership) (ᛆҳ
ΥྫΆุ(Υྫ)) (“ Tianjin Ruidi ”).
(20) Represents Axilight AA6_LH1 International L.P . (“ Axilight ”).
(21) Represents Nanjing Zhizhao No. 2 Equity Investment Partnership (Limited Partnership) (ԯ౽Ί൩໮
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Zhizhao No. 2 ”).
(22) Represents Shanghai AI Industrial Equity Investment Fund Partnership (Limited Partnership) ( ɪऎɛʈ
ΥྫΆุ(Υྫ)) (“ Shanghai AI ”).
(23) Represents China Merchants V enture Capital Fund, L.P . (Υྫ)( “ CMVC
Fund ”).
(24) Represents Shenzhen China Merchant Innovation Investment Fund Center (Limited Partnership) ( ଉέ
ʕː(Υྫ)) (“ CM Innovation Fund ”).
(25) Represents BAI GmbH (“ BAI”).
(26) Represents Beijing Ruihui Haina Technology Industrial Fund (Limited Partnership) (Ҧ
ږ(Υྫ)) (“ Ruihui Haina ”).
(27) Represents Gongqingcheng Hangjian Equity Investment Fund Partnership (Limited Partnership) (ڡ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Gongqingcheng Hangjian ”).
(28) Represents Angel Prosperity Investment HK II Limited (“ Angel Prosperity ”).
(29) Represents DDZ HK Investment Holdings Limited (“ DDZ Holdings ”).
(30) Represents CMBC Financial Investment Capital Management (Beijing) Co., Ltd. (ҳ༟͉၍ଣ(̏
ԯ)ʮ̡)( “ CMBC Financial Investment ”).
(31) Represents BOCOM International Asset Management Limited (ʮ̡)( “BOCOM
AM”).
(32) Represents Qingdao Yinxu Y ouxuan No. 1 Private Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) (“ Yinxu Y ouxuan No. 1 ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PUBLIC FLOAT AND FREE FLOAT
Satisfaction of the Public Float Requirement
Based on HK$26.66 per Offer Share, the expected market capitalization of the H Shares
of our Company would be HK$8,708.0 million, therefore the minimum prescribed percentage
of H Shares held by public at the time of Listing pursuant to Rule 19A.13A(1) of the Listing
Rules would be the higher of (i) the percentage that would result in the expected market value
of H Shares held by the public to be HK$1,500,000,000 at the time of Listing; and (ii) 15%.
Immediately upon completion of the Global Offering (assuming the Conversion of
Unlisted Shares into H Shares is completed), the Company will have 326,632,000 H Shares,
among which:
(i) among the 300,000,000 H Shares,
a. the 104,843,400 H Shares held by Mr. Zhao, Mr. Y ang, Deepexi Huachuang
and Deepexi Huaying to be converted from Unlisted Shares pursuant to the
Conversion of Unlisted Shares into H Shares of the Company and Listing on
the Stock Exchange (representing approximately 32.10% of our total issued
Shares upon Listing) will not be counted towards the public float for the
purpose of Rule 19A.13A(1) of the Listing Rules after the Listing as such
Shares are held by our Controlling Shareholders Group and therefore constitute
Shares held by core connected persons of our Company;
b. the 195,156,600 H Shares to be converted from Unlisted Shares pursuant to the
Conversion of Unlisted Shares into H Shares of the Company and Listing on
the Stock Exchange (representing approximately 59.75% of our total issued
Shares upon Listing). These H Shares are held by our Pre-IPO Investors, and
will be counted towards the public float for the purpose of Rule 19A.13A(1)
of the Listing Rules after the Listing as these entities will not be core
connected persons of our Company upon Listing nor are they accustomed to
take instructions from the Company’s core connected persons in relation to the
acquisition, disposal, voting or other disposition of their Shares and their
acquisition of Shares were not financed directly or indirectly by the Company’s
core connected persons; and
(ii) 26,632,000 H Shares will be issued pursuant to the Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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In light of above, immediately following the completion of the Global Offering, the total
number of the H Shares expected to be held by the public represents approximately 67.90% of
the total issued share capital of our Company, thereby satisfying the public float requirement
under Rule 19A.13A(1) of the Listing Rules.
Satisfaction of the Free Float Requirement
Rule 19A.13C(1) of the Listing Rules provides that, where a new applicant is a PRC
issuer with no other listed shares at the time of listing, this will normally mean that the portion
of H shares for which listing is sought that are held by the public and not subject to any
disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise),
at the time of listing, must: (a) represent at least 10% of the total number of issued shares in
the class to which H shares belong at the time of listing (excluding treasury shares), with an
expected market value at the time of listing of not less than HK$50,000,000; or (b) have an
expected market value at the time of listing of not less than HK$600,000,000.
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all
existing Shareholders (including the Pre-IPO Investors) cannot dispose of any of the Shares
held by them. As such, H Shares held by the existing Shareholders as of the date of this
prospectus shall not be counted towards the free float of the H Shares of the Company at the
time of Listing. Based on an Offer Price of HK$26.66 per Offer Share, the Company will
satisfy the free float requirement under Rule 19A.13C(1) of the Listing Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 184 ---
LOCK-UP PERIODS
Pursuant to the PRC Company Law, each of the existing Shareholders of the Company as
of the Latest Practicable Date are not permitted to dispose of any of the Shares held by them
within the 12 months immediately following the Listing Date. In addition, our Controlling
Shareholders Group are subject to relevant lock-up requirements under Rule 10.07 of the
Listing Rules.
The table below sets out the list of persons who are, together with their respective close
associates, subject to lock-up requirements pursuant to Rule 18C.14 of the Listing Rules:
Name Position/Capacity
Aggregate number of
Shares held immediately
following the completion
of the Global Offering (1)
Approximate
shareholding percentage
immediately following
completion of the
Global Offering (1)
Lock-up period for a
Commercial Company
Key persons and their close associates
Mr. Zhao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Founder, executive
Director, chairman of
the Board and chief
executive officer
49,468,200 15.14% The period commencing
on the date of this
prospectus and ending
on the date which is
12 months from the
Listing Date, i.e.
October 27, 2026,
subject to other
arrangements among
the Shareholders.
(3)
Mr. Y ang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Co-Founder, executive
Director and president
of our product and
solution staff team
(PSST)
11,711,400 3.59%
Deepexi Huachuang /H1118/H1118/H1118/H1118Employee shareholding
platforms controlled
by Mr. Zhao and
where the Company’s
founders, executive
Directors, senior
management and core
R&D team members
held partnership
interests
37,299,300 11.42% The period commencing
on the date of this
prospectus and ending
on the date which is
12 months from the
Listing Date, i.e.
October 27, 2026.
Deepexi Huaying /H1118/H1118/H1118/H1118/H1118 6,364,500 1.95%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name Position/Capacity
Aggregate number of
Shares held immediately
following the completion
of the Global Offering (1)
Approximate
shareholding percentage
immediately following
completion of the
Global Offering (1)
Lock-up period for a
Commercial Company
Pathfinder SIIs
CHH AUT and HH AUT /H1118Pathfinder SIIs 17,343,900 5.31% The period commencing
on the date of this
prospectus and ending
on the date which is
6 months from the
Listing Date, i.e.
October 27, 2026
(2).
5Y Evolution Holding II /H1118Pathfinder SII 17,714,700 5.42%
Tianjin Dehui /H1118/H1118/H1118/H1118/H1118/H1118/H1118Pathfinder SII 19,815,600 6.07%
Y ouxuan Fund, Xinyuan
Fund and Jiequan
Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Pathfinder SIIs 17,745,300 5.43%
Notes:
(1) Assuming that the Conversion of Unlisted Shares into H Shares is completed.
(2) Pursuant to Rule 18C.14 of the Listing Rules, the Shares held by the Pathfinder SIIs are subject to a
6-month lock-up period; pursuant to relevant PRC laws, the Shares held by the Pathfinder SIIs are
subject to a 12-month lock-up period.
(3) In addition to the lock-up requirements under PRC Company law and Rule 18C.14 of the Listing Rules,
pursuant to the shareholders agreement dated February 6, 2025, as long as any of Tianjin Dehui,
Pleasure focus, HH AUT, CHH AUT, Zhuhai Songheng, Zhuhai Zhike, 5Y Evolution Holding II, Jiequan
Fund, Xinyuan Fund and Y ouxuan Fund holds the Shares of the Company, neither Mr. Zhao nor Mr.
Y ang shall dispose of more than 15% of the Shares they held as at the Listing Date without the written
consent of such investors. Such lock-up requirement will be released upon the date on which such
investors received 100% or more of their respective investment return.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 186 ---
CORPORATE STRUCTURE
Corporate Structure 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:
Our Company
Mr. Zhao(1)
Deepexi Huachuang(1)(3) Deepexi Huaying(1)(3)
Mr. Yang(1) Pre-IPO Investors(2)
12.43% 2.12% 16.49% 3.90% 65.06%
Deepexi Huichuang(1)
99.00%
as general partner
Hong Kong Deepexi
Technology Limited
100%
Beijing Deepexi
Intelligent
Technology Co., Ltd.
(⋾ẓ㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Shenzhen Deepexi
Zhiyun Technology
Co., Ltd.
(㷘✚㻛㙕㙡曙䦸㉧
㛰昷⅓⏟)
100%
Nantong Deepexi
Intelligent
Technology Co., Ltd.
(⌾态㻛㙕㙡僤
䦸㉧㛰昷⅓⏟

100%
Wuxi Deepexi
Technology Co., Ltd.
(䄈挒㻛㙕䦸㉧㛰
昷⅓⏟)
100%
Suzhou Deepexi
Zhiyun Technology
Co., Ltd.
(嗮ⷅ㻛㙕㙡曙䦸
㉧㛰昷⅓⏟)
100%
Deepexi Zhiyun
(Beijing)
Technology Co., Ltd.
(㻛㙕㙡曙Ƌ⋾ẓƌ
䦸㉧㛰昷⅓⏟)
100%
Sichuan Deepexi
Intelligent
Technology Co., Ltd.
(⛂ⷄ㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Shanghai Deepexi
Technology Co., Ltd.
(ᷱ㵞㻛㙕䦸㉧
㛰昷⅓⏟)
100%
Chengdu Deepexi
Technology Co., Ltd.
(ㇷ惤㻛㙕䦸㉧㛰
昷⅓⏟)
100%
Shenzhen  Deepexi
Intelligent
Technology Co., Ltd.
(㷘✚㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Guangzhou
Deepexi
100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes :
(1) As of the Latest Practicable Date and under the Existing WVR Structure and the Concert Party Agreement, Mr. Zhao is entitled to exercise 64.17% voti ng rights attached
to the 34.95% of the Shares in our Company, and Mr. Y ang is entitled to exercise 10.75% voting rights attached to the 3.9% of the Shares in our Company. See “Relationship
with Our Controlling Shareholders Group” for details.
(2) See “— Pre-IPO Investments” and “— Capitalization of Our Company” above for details of the Pre-IPO Shareholders and their respective shareholdin g in our Company.
(3) As of the Latest Practicable Date, each of Deepexi Huachuang and Deepexi Huaying held 12.43% and 2.12% of the total issued share capital of our Compa ny. See “Our
Employee Shareholding Platforms” in this section for further details.
Corporate Structure immediately following the Global Offering
The following diagram illustrates the simplified corporate and shareholding structure of our Company immediately following the completion
of the Global Offering (assuming that the Conversion of Unlisted Shares into H Shares is completed):
Our Company
Mr. Zhao(1) Mr. Yang(1) Pre-IPO Investors(2)
11.42% 1.95% 15.14% 3.59% 59.75%
Other H Shareholders
8.15%
99.00%
Deepexi Huichuang(1)
as general partner
Deepexi Huachuang(1)(3) Deepexi Huaying(1)(3)
Hong Kong Deepexi
Technology Limited
100%
Beijing Deepexi
Intelligent
Technology Co., Ltd.
(⋾ẓ㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Shenzhen Deepexi
Zhiyun Technology
Co., Ltd.
(㷘✚㻛㙕㙡曙䦸㉧
㛰昷⅓⏟)
100%
Nantong Deepexi
Intelligent
Technology Co., Ltd.
(⌾态㻛㙕㙡僤
䦸㉧㛰昷⅓⏟

100%
Wuxi Deepexi
Technology Co., Ltd.
(䄈挒㻛㙕䦸㉧㛰
昷⅓⏟)
100%
Suzhou Deepexi
Zhiyun Technology
Co., Ltd.
(嗮ⷅ㻛㙕㙡曙䦸
㉧㛰昷⅓⏟)
100%
Deepexi Zhiyun
(Beijing)
Technology Co., Ltd.
(㻛㙕㙡曙Ƌ⋾ẓƌ
䦸㉧㛰昷⅓⏟)
100%
Sichuan Deepexi
Intelligent
Technology Co., Ltd.
(⛂ⷄ㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Shanghai Deepexi
Technology Co., Ltd.
(ᷱ㵞㻛㙕䦸㉧
㛰昷⅓⏟)
100%
Chengdu Deepexi
Technology Co., Ltd.
(ㇷ惤㻛㙕䦸㉧㛰
昷⅓⏟)
100%
Shenzhen  Deepexi
Intelligent
Technology Co., Ltd.
(㷘✚㻛㙕㙡僤䦸
㉧㛰昷⅓⏟)
100%
Guangzhou
Deepexi
100%
Note: See the respective notes under “Corporate Structure immediately prior to the Completion of the Global Offering.”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We specialize in delivering enterprise large model AI application solutions, empowering
enterprises to integrate their data, decisions and operations efficiently at scale. We offer
enterprise customers our FastData enterprise data intelligence solution (or FastData solution)
and FastAGI enterprise AI solution (or FastAGI solution) underpinned by our FastData Foil
Data Fusion Platform and the Deepexi enterprise large model platform, which serve as the
foundational infrastructure for deploying and implementing agentic AI applications. We ranked
fifth in China’s enterprise large model AI application solution market, in terms of revenue in
2024, with a market share of 4.2%.
Our solutions empower customers across industries to optimize decision-making, enhance
operational efficiency and boost productivity. We have achieved large-scale commercialization
across industries such as consumer goods, manufacturing, healthcare and transportation. As of
June 30, 2025, we served 283 enterprise customers, including 94 customers with multiple
engagements, representing 33.2% of our customer base, reflecting our strong customer loyalty
and satisfaction.
We have demonstrated rapid revenue growth during the Track Record Period. Our revenue
increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million in 2023. Our
revenue further grew by 88.3% to RMB242.9 million in 2024, achieving a CAGR of 55.5%
from 2022 to 2024. Our revenue increased by 118.4% from RMB60.5 million in the six months
ended June 30, 2024 to RMB132.1 million in the six months ended June 30, 2025. This
sustained growth underscores the effectiveness of our strategic initiatives and our ability to
consistently meet the evolving needs of enterprise customers.
Market Opportunities
The market size of enterprise AI application solution in China, in terms of revenue,
reached RMB38.6 billion in 2024, and it is expected to reach RMB239.4 billion in 2029 with
a CAGR of 44.0% from 2024 to 2029. Given the substantial scale of China’s enterprise AI
application solution market, we held a 0.6% market share in 2024.
The enterprise large model AI application market accounted for 15% of the overall
enterprise AI application solution market in 2024. The market size of enterprise large model
AI application in China, in terms of revenue, reached RMB5.8 billion in 2024 and is expected
to reach RMB52.7 billion in 2029 with a CAGR of 55.5% from 2024 to 2029. We ranked fifth
in China’s enterprise large model AI application solution market, in terms of revenue in 2024,
with a market share of 4.2%.
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The emergence of large models is driving the development of enterprise large model AI
applications, especially agentic AI applications. The use of open-source foundation models has
emerged as a dominant industry trend, significantly narrowing the efficiency gaps between AI
applications caused by differences in foundation models. This shift has reshaped the AI
application competitive landscape, with data quality, model training capabilities and computing
power becoming critical factors influencing market competitiveness. However, these factors
also pose significant challenges to the deployment and implementation of agentic AI
applications across industries which our solutions aim to tackle. Specifically:
 Inconsistent Data Quality : High-quality data is essential for fine-tuning open-
source foundation models into enterprise-specific models. However, enterprises
often face issues such as incomplete, non-standardized and inaccurate data
governance. The inability to govern structured and semi-structured, unstructured
data in a unified, high-quality manner hinders the provision of standardized,
high-quality training corpora, creating substantial barriers to deploying agentic AI
applications.
 Challenges in Training Enterprise-Specific Models : Open-source foundation
models lack industry-specific capabilities and can only provide enterprises with
basic functions such as data retrieval, office collaboration and simple chatbots,
which fail to provide enterprises with operational decision-making support or
enhance productivity. These models must be adapted using company-specific
business rules and analysis, before they are ready for agentic AI applications. Such
adaptation, however, require players to have insights and understanding of industry
insights and the necessary capabilities to understand enterprise needs and train
models effectively, making it difficult to develop applicable enterprise-specific
models.
 Low Compatibility with Enterprise Systems : Deploying agentic AI applications
also involves coupling open-source foundation models with existing public
knowledge capabilities (often represented by smaller models or other forms).
However, the incompatibility among enterprise systems, open-source foundation
models and public knowledge capabilities creates integration challenges.
Additionally, enterprises often operate multiple fragmented systems, further
complicating data flow and information sharing, which exacerbates the difficulties
in deploying agentic AI applications.
 High Costs of Computing Power Deployment : While the emergence of open-
source foundation models has significantly reduced the costs associated with model
training, deploying agentic AI applications still requires substantial computing
power. For many enterprises, this presents a significant financial challenge.
Designed to tackle the above industry pain points, our solutions are poised for success.
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Our Development Journey
Since our inception in 2018, we have been committed to driving AI transformation for
enterprises in China through continuous business development, optimization and innovation.
The following outlines the key milestones in our evolution:
2018
Pioneering data governance to enable
data-driven decision-making
Building the FastData Foil
Data Fusion Platform, integrating data
governance with AI
Integration of AI with
industry scenarios to drive enterprise
AI transformation
2021
Present and Future
• Focusing on data analysis, data
development and governance, lakehouse
engines and data integration.
• Standardizing and unifying the
management of complex data.
• Deeply embedding AI into enterprise
operations to facilitate structural
transformation.
• Continuously innovating to bring
impactful technology to enterprises
across various industries.
• Continuously focusing on the
combination of data governance and AI,
closely integrating with various industry
scenarios.
• Exploring the integration of data and AI,
launching the FastAGI enterprise
AI solution to assist enterprises in
refined operations and intelligent
decision-making.
• Building the FastData Foil Data Fusion
Platform and continually upgrading
FastData enterprise data intelligence
solution, achieving broad
commercialization.
• Facilitating enterprises to build a more
agile data analysis system.
Phase 1: Pioneering Data Governance to Enable Data-Driven Decision-Making
In the initial phase of our development, we focused on mastering data processing,
leveraging our self-developed lakehouse architecture to specialize in data storage, integration,
governance, development and analysis, cultivating our core capabilities. We introduced the
FastData enterprise data intelligence solution, offering full-stack data fabric capabilities from
data storage to analysis, transforming complex data into actionable business insights,
standardizing management and bridging the gap between data and business. This facilitates
enterprises’ real-time data analytical capabilities and agile decision-making processes, driving
cost reduction and operational efficiency. We began collaboration with leading enterprises in
industry verticals during this phase.
Phase 2: Building the FastData Foil Data Fusion Platform — Integrating Data Governance
with AI
In 2021, we entered the second phase of our development, focusing on the integration of
data governance and AI. Data capabilities form the core barrier for enterprise AI deployment.
During this phase, we built the FastData Foil Data Fusion Platform, encompassing lakehouse
capabilities, real-time and offline data processing and unified governance. This platform
seamlessly integrates the entire data value chain, from data storage and analysis to value
realization. Based on this platform, we continually upgraded our FastData enterprise data
intelligence solution, which empowers enterprises to achieve real-time governance, analysis
and full-process data value chain tracking of multi-modal, multi-dimensional and multi-
indicator data.
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Specifically, our FastData Foil Data Fusion Platform is capable of tokenizing raw data,
converting it into a format that large models can comprehend and process, laying the ground
for large model training. Leveraging this capability, we introduced the FastAGI enterprise AI
solution in late 2023.
During this phase, we began to achieve scalable commercialization. The cumulative
number of customers we served grew from 129 as of December 31, 2022 to 245 as of December
31, 2024, and further increased to 283 as of June 30, 2025. Our revenue increased from
RMB100.5 million in 2022 to RMB242.9 million in 2024, achieving a CAGR of 55.5%. Market
validation is evident through strong customer adoption and our growing industry reputation.
Present and Future: Integration of AI with Industry Scenarios to Drive Enterprise AI
Transformation
Today, leveraging the coupling of open-source foundation models with public knowledge
capabilities, as well as extensive data from different industries and experience from
collaborations with industry leaders, we developed the Deepexi enterprise large model
platform. This platform incorporates foundational capabilities across various verticals and can
be trained and fine-tuned into to enterprise-specific large models through supervised
fine-tuning (SFT), where a pre-trained large model is adapted to a specific downstream task
using labeled dataset, and reinforcement learning, an interdisciplinary area combining machine
learning and optimal control that focuses on how an intelligent agent should take actions in a
dynamic environment in order to maximize a reward signal. These models power our FastAGI
enterprise AI solution with embedded agentic AI applications, which are capable of processing
industry-specific data and performing multi-step reasoning to assist enterprises in completing
complex tasks and enhancing operational efficiency.
Looking ahead, we believe all industries will undergo AI-driven transformation. We plan
to focus on data engineering, model engineering and application engineering as the core of our
AI development, while exploring diverse hybrid technology stacks to enhance our solutions.
By deeply integrating with industry scenarios, we aim to continuously build and operationalize
scenario-specific AI applications, providing full-cycle services for enterprise AI deployment.
Our Technology Infrastructure
Through sustained R&D investment, we have built a technology infrastructure to support
the scalable commercialization of our AI applications. Key components include the following.
FastData Foil Data Fusion Platform
Our FastData Foil Data Fusion Platform combines the scalability of data lakes (massive
storage systems that hold raw, unprocessed business data) with the reliability of data
warehouses (governed datasets), creating a hybrid “lakehouse” architecture. Coupled with the
ability to integrate real-time and off-line data processing in one engine, it eliminates data silos
(isolated departmental data stores that hinder efficiency) and manages diverse data types of
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enterprises including structured, unstructured and semi-structured data under a unified
governance framework, enabling high-speed processing of massive, real-time, multi-modal
data, providing the critical basis for training and fine-tuning large models into enterprise-
specific models.
Deepexi Enterprise Large Model Platform
Our Deepexi platform combines public knowledge and industry-specific data with
mainstream open-source foundation models. We train and fine-tune these foundation models
using supervised fine-tuning (“SFT,” which adapts a pre-trained large model to a specific task
using labeled data) and reinforcement learning (which guides an intelligent agent to take
optimal actions in a dynamic environment to maximize rewards). Combined with accumulated
industry data, these above methods power the development of the Deepexi enterprise large
model platform: a general-purpose model for operational decision-making that integrates
cross-domain knowledge retrieval, reasoning, and decision-making capabilities. It also offers
foundational deployment capabilities such as data interaction, multi-system integration and
information security to support efficient enterprise-level deployment for customers.
Together, these platforms form the core of our technology infrastructure, enabling us to
deliver scalable, industry-specific AI solutions that drive enterprise AI transformation.
Our Solutions
Our FastData enterprise data intelligence solution and FastAGI enterprise AI solution
empower enterprises to integrate their data, decisions and operations efficiently at scale. Our
solution extends far beyond basic AI capabilities such as simple data retrieval, office
collaboration and simple chatbots. It directly tackles core business challenges by providing
operational decision-making support and productivity enhancement tools.
FastData Enterprise Data Intelligence Solution
Leveraging our proprietary FastData Foil Data Fusion Platform, our FastData solution
tackles this challenge by enabling enterprises to efficiently govern structured, unstructured and
semi-structured multi-modal data, building high-quality knowledge bases. By standardizing
and unifying the governance of multi-modal data (e.g., knowledge, documents, drawings,
formulas), it aims to bridge the gap between raw information and real-world business needs for
faster, more accurate data access, reduced development costs, and sharper decision-making.
FastData solution also prepares data for AI, delivering tokenized data output for training
and fine-tuning large models and agentic AI applications. Its data output also powers business
intelligence and analytics, ensuring enterprises derive maximum value from their information
assets.
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FastAGI Enterprise AI Solution
Based on our Deepexi enterprise large model platform, our FastAGI solution, launched
and commercialized in late 2023, delivers multi-scenario agentic AI applications tailored to
various industries, including consumer goods, manufacturing, healthcare and transportation.
FastAGI solution acts as a one-stop solution enabling full processes from knowledge base
development and model management to the incubation of AI agents, simplifying the
complexities of AI deployment to empower enterprises across industries to optimize decision-
making, enhance operational efficiency and boost productivity.
The following diagram illustrates our solutions and technology infrastructure:
Enterprise AI Solution
Structured data
Data Output
Data Fusion Platform
Unified Data Governance
Multi-modal Data
ETL (Extract, Transform, Load)
Deepexi enterprise large model platform
Enterprise Data
Intelligence Solution
Healthcare
Manufacturing
Consumer
goods
 Transportation
Operational
agent
Productivity
agent
Data tokenization
Workflow
execution agent
Semi-structured data Unstructured data
... ...
Our Commercialization Strategy
Guided by our mission, we focus on serving industry leaders in verticals with
customer-centric solutions. For example, in the consumer goods sector, we provided FastData
and FastAGI solutions to a leading fashion footwear company in China based in Shenzhen, and
are replicating our success to industry leaders in other subsectors such as the sportswear sector,
enhancing their operational analysis and decision-making capabilities across various scenarios.
By serving industry leaders, we gain deeper insights into sector-specific challenges, making
our solutions more attractive to new customers, which allow us to quickly replicate to other
enterprises in the vertical. This enables efficient scaling, creating a self-enforcing mechanism
that drives customer acquisition.
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During the Track Record Period, the number of enterprises using our FastAGI enterprise
AI solutions increased from two in 2023 to 20 in 2024, respectively. The number of enterprises
using our FastAGI enterprise AI solutions was 27 in the six months ended June 30, 2025. The
total revenue generated from our FastAGI enterprise AI solution was RMB6.5 million,
RMB90.4 million and RMB73.1 million in 2023, 2024 and six months ended June 30, 2025,
respectively. The average revenue per user rose from RMB3.3 million in 2023 to RMB4.5
million in 2024. This growth demonstrates the success of our commercialization strategy and
the strong market recognition of our solutions.
Our AI Network
We have formed collaborations with well-known universities, AI hardware developers
and software providers to build a AI network. This network enhances our R&D capabilities,
diversifies our technology stack and enriches our product portfolio. Insights gained from
serving industrial customers further drive product innovation, ensuring our solutions meet
evolving market demands and customer expectations.
In 2024, we partnered with a renowned Chinese university to build the “Data+AI” data
intelligence R&D laboratory, focusing on model security, AI agent optimization and addressing
challenges in training and fine-tuning domain-specific models and ensuring large model
controllability. Through research initiatives, technical community building and practical
applications, we aim to validate the business value of large models and accelerate the
transformation of technological innovations into real-world solutions. These efforts strengthen
our collaboration with academic institutions, bolster our R&D capabilities and solidify our
industry position.
Additionally, we have partnered with CSDN, a leading IT community in China, to create
the Deepnova knowledge platform. This platform allows developers worldwide to share
challenges and collaborate on AI application development, contributing our expertise and
fostering knowledge exchange within the developer community.
Together, these initiatives reinforce our market position, driving innovation and
delivering value to our customers and partners.
OUR STRENGTHS
A Fast-Growing Contributor to China’s Enterprise AI Transformation
Since our founding in 2018, we have been committed to driving AI transformation for
enterprises through continuous innovation and optimization. Today, we have built a technology
system that integrates data intelligence with AI, delivering high-quality AI solutions to
businesses.
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Our proprietary large model is the industry’s first general-purpose enterprise operational
decision-making large model to complete dual regulatory filings for both deep synthesis
algorithm and generative AI services, according to Frost & Sullivan.
We pioneered enterprise large model AI application in commercial solutions and led
numerous technological advancements. For example, in 2023, we launched and continually
iterated our data fusion platform, which is capable of tokenizing raw data, providing critical
data for training and fine-tuning open-source foundation models through SFT and
reinforcement learning into enterprise-specific models. Our accumulated expertise in data
significantly enhances the logical reasoning and problem-solving capabilities of our agentic AI
solutions, solidifying our competitive edge.
Commercialization-Oriented Proprietary Technological Capabilities
Our commercialization-oriented technological capabilities are a core competitive
advantage driving our future growth. As the use of open-source foundation model becomes a
prominent trend, our strengths in data engineering, model engineering and application
engineering solidify our competitive advantage in enterprise large model AI application
market. Our ability to train and fine-tune open-source foundation models through SFT and
reinforcement learning for the development of AI agents that goes beyond conventional AI
capabilities delivers real business impact and enables scalable commercialization.
 Data Engineering : Leveraging years of accumulated expertise in data lakehouse
architecture and data fusion capabilities, we are capable of unified governance of
structured, unstructured and semi-structured multi-modal data. Our multi-modal
data governance framework extracts semantic insights, identifying, parsing and
synthesizing data to achieve data fusion through generation of high-quality,
industry-specific data. This high-quality data not only supports enterprise data
governance and analytics but also serves as the groundwork for training and
fine-tuning enterprise-specific models from open-source foundation models, critical
for enhancing logical reasoning and problem-solving capabilities.
 Model Engineering : We have developed a suite of reinforcement learning and
model distillation techniques to efficiently build up our Deepexi enterprise large
model platform. This platform integrates knowledge models (fast-thinking models
for retrieval tasks) and reasoning models (slow-thinking models for decision-making
tasks). The reasoning models, trained through SFT and reinforcement learning,
deliver high-accuracy learning and inference capabilities. Our proprietary model
task planning mechanism optimizes the coordination of knowledge and reasoning
models, enabling flexible and efficient utilization of tools such as data processing,
computation, statistics and coding to support diverse enterprise AI scenarios. We
also innovate at the computing layer to improve deployment cost-efficiency and
performance. For instance, our proprietary task-driven dynamic batch data
processing increases memory data throughput by three times compared to one-time
batch data processing. Our optimized KV Cache management capability reduces
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first-token latency by six to eight times compared to traditional solutions,
significantly improving inference performance. These advancements enable
heterogeneous computing acceleration, significantly reducing the deployment cost
of our Fast5000E solution compared with that of market-standard computing
solutions for comparable models.
 Application Engineering : Our agentic AI applications center around three types of
AI agents, operational agent, productivity agent and workflow execution agent. Our
operational agent is designed to optimize operational decision-making by
integrating enterprise-specific data and industry knowledge. Our productivity agent
is designed to processes complex industry knowledge and customer’s unstructured
data, such as involving complicated engineering drawings and designs, to provide
intelligent assistance to enhance productivity. Our workflow execution agent is
designed to execute complex, multi-step actions autonomously based on results and
decisions made by our operational and productivity agent. The deployment of these
agents empower enterprises across industries to optimize decision-making, enhance
operational efficiency and boost productivity.
Strategic Industry Entry Cultivating Loyal, High-Value Customer Base
Strategically partnering with industry leaders drives our success. As of December 31,
2024, we served 117 key account (KA) customers, each contributing over RMB1.5 million in
revenue in a single year, including leading enterprise customers across consumer goods,
manufacturing, healthcare and transportation sectors. From 2022 to 2024, revenue from KA
customers grew from RMB83.5 million to RMB217.1 million, while the average annual
revenue per KA customer increased from RMB3.8 million to RMB4.8 million. Serving these
industry leaders has enabled us to accumulate industry-specific insights, enhance data
processing capabilities and strengthen brand influence.
Our efficient capability within verticals further creates a self-reinforcing mechanism that
drives customer acquisition. By leveraging our growing influence, product and technological
strength, we efficiently scale solutions across customers in the same industry. For instance, we
quickly acquired 32 new customers in the consumer goods sector within four years after
entering into collaboration with our lighthouse customer, a leading fashion footwear company
in China based in Shenzhen in 2021; we quickly acquired 26 new customers in the
manufacturing sector within two years after entering into collaboration with our lighthouse
customer, China Haisum Engineering Co., Ltd. in 2023, demonstrating our efficient replication
capabilities. We also began to penetrate the medical and transportation industry by entering
into collaboration with a prominent overseas public healthcare operator and a provincial
transportation leader and expect to quickly replicate within these industries.
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Backing from Top-Tier Global Investors
Our strategic shareholder structure provides a solid foundation for long-term growth. We
are supported by prominent independent investors, including Hillhouse, 5Y Capital and BAI.
Additionally, we have attracted industry-focused investors such as Shanghai AI. These
partnerships enhance our industry reputation, drive technological innovation and strengthen
our market competitiveness. Leveraging the strategic insights and industry expertise of our
investors, we are well-positioned to seize market opportunities and accelerate growth. We
believe this strong investor backing will further fuel our expansion, solidify our market
position, and drive sustained success.
Strategic Leadership Driving Rapid Growth
Our founding team combines strategic foresight, deep industry expertise and strong AI
research and management capabilities. With an average of 10 years of industry experience, our
leaders are proactive and results-driven, consistently pushing the boundaries of innovation.
Under their guidance, we have achieved strong financial performance and established a proven
commercialization track record.
Our CEO and founder, Mr. Zhao, pioneered the development of a multi-modal real-time
lakehouse architecture to create an data fusion platform and its corresponding enterprise large
model. Prior to founding the Company, he held key technical roles at several Chinese
technology and internet conglomerates, where he led teams to achieve significant technological
and commercial milestones and gained extensive management experience.
Our success is also driven by a dedicated team of 147 R&D professionals as of June 30,
2025, representing approximately 40.5% of our workforce. With extensive expertise in AI, big
data and software engineering, they continuously innovate and refine our technological
infrastructure and solutions, ensuring we remain at the industry forefront.
OUR STRATEGIES
With our aspiration to drive long-term impact through inclusive and advanced technology,
we have developed the following key strategies:
Further Strengthening R&D Capabilities and Expanding Solutions Portfolio
We plan to enhance the R&D of our technological infrastructure and solutions,
strengthening our core technologies and expanding our R&D team:
 At the data level, we aim to deepen our capabilities in processing, parsing, and
analyzing multi-modal data, including video and audio, to improve data
augmentation, synthesis and generalization. This will enable seamless integration
with enterprise-specific model training and AI applications.
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 At the large model level, we intend to leverage industry-specific data to
continuously improve the accuracy and performance of large models, enriching the
foundational capabilities of our Deepexi enterprise large model platform.
 At the solutions level, to meet diverse needs of customers across different verticals
and meet the demands of varying technological systems and market stages, we plan
to accelerate product iterations, enhance agentic AI application capabilities and
expand our reach to serve more industries, enabling enterprises to deploy AI
solutions faster, more economically and with greater ease.
Attracting Top Talent to Build a Stable and Motivated Workforce
We aim to strengthen our talent management system, aligning recruitment, training and
incentives with our strategic goals to build a stable, skilled and motivated workforce:
We plan to develop targeted training programs for different functions and levels, covering
technical, managerial and marketing teams, and implement a full lifecycle talent management
system that covers recruitment, training, motivation and evaluation to enhance employee
engagement and stability.
We intend to continue building a diverse R&D team with diverse expertise in
mathematics, cognitive science, AI engineering, algorithms and chip design. We aim to recruit
specialists in deep learning, reinforcement learning, AI ethics and edge computing to drive
innovation in product design, manufacturing, process management and quality control.
We plan to attract international talent to foster a global perspective, supporting our
overseas expansion and enabling localized sales and operations teams in different regions to
deliver tailored services.
Expanding Coverage of Industry Leading Customers and Strengthening Partnerships
across Industry Value Chain
We plan to strengthen our sales and delivery teams to increase direct engagement with
industry leaders, enhancing our appeal to top-tier customers. By expanding our coverage of
industry-leading enterprises, we aim to deepen industry insights for extending enterprise-
specific model and relevant agentic AI applications while boosting our brand influence and
market penetration.
Additionally, we are committed to strengthening partnerships with (i) leading enterprises
to maintain and grow our customer base across industries and enabling efficient scaling of
application scenarios; (ii) partners along the industry value chain to further strengthen our
technological capabilities; and (iii) academic and research institutions through initiatives such
as joint research laboratories to expand industry expertise and domain knowledge, fostering
sustained co-development in AI.
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In terms of community development, we aim to enhance the Deepnova knowledge
platform by open-sourcing key components of our technology stack, including heterogeneous
computing adaptation layers, multi-modal data ETL components and data analysis languages
such as MQL. This will further cultivate the Deepnova knowledge platform, improving
developer productivity and collaboration, while actively participating in the widespread
adoption of enterprise AI applications.
Expanding Global Presence
We anticipate sustained high growth in the global enterprise large model AI application
solution market, which presents significant opportunities. The market size of the overseas
enterprise large model AI application solution market excluding China, in terms of revenue, is
expected to increase from USD6.8 billion in 2024 to USD53.7 billion in 2029 with a CAGR
of 51.2% from 2024 to 2029. Building on our existing overseas projects, we aim to accelerate
international expansion by entering new regions and markets. We currently carry out our
overseas business operations in Hong Kong. Following successful pilot solution deployment in
Hong Kong, we plan to explore opportunities in regions such as Southeast Asia and the Middle
East.
To achieve these goals, we intend to leverage our domestic project experience and product
strengths to establish overseas R&D headquarters, focusing on core technologies such as
enterprise-specific large model applications and drive innovation through gathering global
expertise and insights. Additionally, we plan to set up overseas marketing headquarters to
deepen local market insights and build a global brand strategy, enabling sustained market
expansion and business growth.
Additionally, we plan to adopt series of targeted measures to obtain orders from overseas
customers and compete with local market players, which primarily include (i) building a
pipeline of potential clients through industry databases, trade fair directories and other
professional channels supported by market research for tailored engagement strategies; (ii)
launching pilot projects with two or three key enterprises in target markets; and (iii) partnering
with local system integrators and IT service providers to leverage their customer networks and
market presence. We will also prioritize localizing our solutions by establishing local technical
teams to customize our offerings based on regional industry needs and ensure compliance with
applicable cybersecurity and regulatory requirements. See “Future Plans and Use of Proceeds.”
As a first step, we actively expanded our international footprint across Southeast Asia and the
Middle East during the six months ended June 30, 2025. We established regional channel
partnerships to accelerate the adoption of our solutions across industry sectors including
healthcare and finance, with joint initiative already underway in key markets such as Singapore
and Saudi Arabia.
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Pursuing Strategic Acquisitions to Enhance Competitive Advantages
To further develop and expand our business, we may explore potential acquisitions, joint
ventures, and strategic alliances, such as with technology companies who have strong
industry-specific AI or large model capabilities. These initiatives aim to complement our core
technological capabilities and solidify our technological strengths. We plan to prioritize targets
with complementary products or innovative technologies that align with our technologies and
solutions, creating synergies and expanding our R&D expertise. As of the Latest Practicable
Date, we had not identified or entered into any letter of intention to acquire any potential target.
OUR OFFERINGS
We specialize in delivering enterprise large model AI application solutions to enterprises.
We operate a project-based business model. We offer two solutions based on our technology
infrastructure: (i) FastData enterprise data intelligence solution based on our FastData Foil
Data Fusion Platform, and (ii) FastAGI enterprise AI solution based on our Deepexi enterprise
large model platform. Our solutions and platforms are built based on mainstream open-source
foundation models.
Our FastData solution helps customers set up a strong data system that is ready for AI.
It brings together different types of data, such as spreadsheets, documents, diagrams and
reports, into one place where they are easy to manage. Then, it prepares that data in a format
that AI tools can understand and use effectively. Our FastData solution facilitates our
customers to build a foundational data infrastructure, specializing in the unified governance of
multimodal data (structured, semi-structured business data and unstructured content such as
documents, engineering diagrams and medical reports) and delivering data output through the
tokenization process of breaking down text or data into smaller units (token), to make it easier
for computers to process and analyze.
Our FastAGI solution acts as the practical AI layer that turns prepared data into useful AI
tools for different businesses. It is built on our Deepexi platform, which is capable of creating
accurate, enterprise-specific AI models by tailoring them to apply in different businesses.
FastAGI solution also makes it easier to build and apply these AI tools in real-world business
scenarios. FastAGI solution enables the development of accurate enterprise-specific models
through specialized adjustment techniques and optimizes deployment of AI agents for practical
enterprise use.
Customers can use each of our FastData and FastAGI solutions alone or together.
FastData solution organizes and prepares clean, ready-to-use data in real time. FastAGI
solution then uses that data to build and run smart AI tools for business tasks. When used
together, they cover everything from getting data ready to putting AI into action.
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Our solution extends far beyond basic AI capabilities such as simple data retrieval, office
collaboration and simple chatbots. It directly tackles core business painpoints by providing
operational decision-making support and productivity enhancement tools. We recognize that
data integration is paramount for true business impact. Going beyond generative AI
applications limited to simple question-and-answer capabilities, our platforms seamlessly
integrate with customer’s existing data infrastructure. This integration allows for a data + AI
driven approach that drives our development of agentic AI applications, unlocking the potential
for AI-powered insights and actions directly relevant to our customer’s business operations.
Our portfolio integrates data intelligence and AI capabilities to deliver a cohesive data +
AI driven solution that empowers enterprises across industries to optimize decision-making,
enhance operational efficiency and boost productivity.
The following diagram illustrates the relationship between our technology infrastructure
and solutions:
Enterprise AI Solution
Structured data
Data Output
Data Fusion Platform
Unified Data Governance
Multi-modal Data
ETL (Extract, Transform, Load)
Deepexi enterprise large model platform
Enterprise Data
Intelligence Solution
Healthcare
Manufacturing
Consumer
goods
 Transportation
Operational
agent
Productivity
agent
Data tokenization
Workflow
execution agent
Semi-structured data Unstructured data
... ...
FastData Enterprise Data Intelligence Solution
Today’s enterprises deal with massive amounts of data, including documents, images,
spreadsheets, technical drawings, complex formulas, often unstructured and scattered in
different formats and systems. Our FastData solution tackles this challenge by enabling
enterprises to efficiently govern structured, unstructured and semi-structured multi-modal data,
building high-quality knowledge bases. By standardizing and unifying the governance of
multi-modal data (e.g., knowledge, documents, drawings, formulas), it bridges the gap between
raw information and real-world business needs for faster, more accurate data access, reduced
development costs, and sharper decision-making.
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FastData solution also prepares data for AI, delivering tokenized data output for training
and fine-tuning large models and agentic AI applications. Its data output also powers business
intelligence and analytics, ensuring enterprises derive maximum value from their information
assets.
Structured data
Semi-structured
data
Unstructured data
U
FastData Foil Data Fusion Platform
Unified Data Governance
Lakehouse
 Data tokenization
... ...
Agentic AI Applications
Model Training
Business Intelligence
and Analytic Applications
Multi-modal
Data ETL
Generate
Data Output
Raw data Our FastData solution Data ready for AI applications
FastData solution brings customers’ different types of data into one easy-to-manage
platform (unified data governance) and prepares such data in a format that AI tools can
understand and use effectively (structured, computer-readable data output that can support AI
workloads).
FastData solution organizes and prepares enterprise data so it is ready for AI applications
to use. It has two primary functions: (i) it formats information properly to train enterprise-
specific AI models for specific business needs; and (ii) it can provide unified and
well-governed data for custom AI tools help teams understand their data better and make
informed business decisions. The solution works smoothly with our Deepexi enterprise large
model platform or customer’s own AI infrastructure, and can seamlessly connect to existing
business infrastructure implemented by the enterprises. This allows companies to automatically
turn data insights into real actions. By making complex data understandable and useful, it helps
businesses make smarter decisions across all departments.
FastData Foil Data Fusion Platform
Our FastData solution uses our FastData Foil Data Fusion Platform to bring together data
from different systems and keep it organized. This helps ensure that the data is clean and useful
for training AI models that are tailored to each business. For specific industries, we use this
processed data to fine-tune our Deepexi platform, creating custom AI models which are in turn
used to build FastAGI solution that matches the needs of different customers.
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Our FastData Foil Data Fusion Platform features the following technological advantages:
Unified data governance
We provide businesses with a centralized and secure platform to organize all their data
through a cohesive framework, including structured databases, documents, images, and other
formats, using consistent categorization and labels, making data easier to find and use. By
minimizing the errors and costs of fragmented data systems, enterprises gain a trusted
foundation for fast, accurate decision-making. Role-based hierarchical access controls enable
granular permission management, allowing enterprises to enforce data security policies at
organizational, departmental, and individual levels. This structured governance also facilitates
secure, seamless live data sharing across departments and partner systems for cross-functional
collaboration — eliminating duplicate data governance efforts and inefficiencies while
enabling richer contextual insights through blended internal and external datasets.
Data lakehouse connecting and managing scattered data sources
Our integrated data lakehouse platform solves critical data fragmentation challenges by
merging the scalability of data lakes with the reliability of data warehouses:
/H18537Integrates real-time and off-line data processing in one engine, eliminating data
silos;
/H18537Ensures minute-level data freshness via full-chain CDC (Change Data Capture,
end-to-end tracking of database changes in real time) for real-time synchronization
with business systems;
/H18537Supports heterogeneous data sources with expandable plug-in adapters, enabling
rapid integration of new data pipelines.
Data tokenization laying the foundation for large model training
Our FastData Foil Data Fusion Platform tokenizes raw data, converting it into a format
that large models can comprehend and process, laying the ground for large model training.
Tokenization involves analyzing diverse inputs including textual data, images, documents and
formulas, identifying and categorizing key elements while establishing meaningful connections
between data points, ensuring contextual relationships remain intact while converting inputs
into a format that is easily interpretable by large model algorithms. This tokenization capability
enhances the quality of training data, preserving critical business context, thereby enhancing
accuracy and promptness of responses by large models. This empowers the training and
fine-tuning of our Deepexi industry-specific large model, setting the foundation for our
FastAGI enterprise AI solution.
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As the platform accumulates experience with leading customers across industry sectors,
it continuously strengthens its ability to process diverse industry-specific data formats with
increasing efficiency. The platform has developed specialized capabilities to interpret and
standardize various complex data types, from technical drawings in manufacturing and
construction, to analytical charts in healthcare and scientific formulas in engineering. This
growing library of format recognition and processing expertise directly translates into more
accurate AI model performance with decreased errors, while significantly lowering the
adoption barrier for new industries. The platform’s expanding capacity to comprehend and
organize unique industry data formats and business logic makes expansion into additional
sectors progressively smoother, as the core challenge of adapting to specialized knowledge
representations has already been addressed through prior implementations. The platform value
grows cumulatively with each new industry application, continually improving accuracy and
broadening applicability.
Our FastData Foil Data Fusion Platform is designed to support exabyte-level (EB-level)
storage capacity for enterprise multi-modal data, with current commercial deployments
achieving petabyte-level (PB-level) storage volumes. FastData Foil Data Fusion Platform is
capable of processing 1.9 billion tasks per minute (equivalent to approximately 31.7 million
tasks per second) while 1.0 billion tasks per minute is common across the industry, supporting
high throughput in concurrent data processing scenarios. In terms of system performance, core
data operations and analytics functions operate at millisecond-level latency, while end-to-end
real-time data processing has been demonstrated at sub-second level, with practical
implementations achieving latency as low as 0.5 seconds, while the industry benchmark is
typically considered at 3 seconds. These metrics reflect FastData solution’s technical
scalability and suitability for high-frequency, low-latency enterprise AI workloads.
FastAGI Enterprise AI Solution
FastAGI solution is our enterprise agentic AI solution based on our Deepexi enterprise
large model platform designed to seamlessly integrate and accelerate the implementation of AI
solutions across various business functions. By arming individual employees with an extensive
knowledge pool that spans both enterprise-wide and industry-specific data, our solution aims
to empower businesses to make better-informed, more accurate business decisions.
FastAGI solution offers sophisticated functionalities built around a user-friendly human-
machine interface (HMI) and underpinned by a corpus engineering system. Its technological
advantages include the following:
 Intelligent analysis enabling data + AI driven decision-making. Our operational
agent delivers an enhanced user experience through augmented visual analytics that
combine natural language processing with data analysis for interactive dialogue with
users. This seamless interaction empowers users to derive insights more effectively
and efficiently, fostering a data + AI driven decision-making environment.
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 AI Agent Incubation. FastAGI solution supports agent-based development,
allowing businesses to develop custom AI agents to perform tasks, make decisions
and interact with environments on behalf of users and tailor them to specific tasks
and workflows. The platform provides tools to facilitate the creation, deployment
and management of these agents. For example, these AI agents interact with various
internal and external systems through APIs to autonomously execute diverse tasks,
emphasizing seamless user interaction. This significantly enhances the platform’s
adaptability and customizability.
 Native MCP (model context protocol) framework. FastAGI solution enable the
seamless integration of data and tasks from both enterprise internal systems and
external data sources through the native MCP framework.
 Complex Scenario Coordination. Our solution excels in handling complex,
multi-step intelligent processes by leveraging AI agent workflow management
capabilities and a deep understanding of user intent to enable AI systems to deliver
efficient support autonomously. This enables highly efficient AI assistance across
numerous domains, improve productivity and enhancing decision-making quality,
especially for multifaceted business problems.
 Unified User Interface. Our solution provides a consistent and intuitive interactive
system for accessing all FastAGI solution features by integrating multiple
applications, tools or platforms into one seamless experience for users, whether
interacting with the core large model or custom-built agents. This ease of use lowers
the difficulty to utilize the features empowered by FastAGI solution, allowing both
technical and non-technical personnel to utilize the platform effectively.
The following chart sets forth the structure and functions of our FastAGI solution, based
on the Deepexi enterprise large model platform:
Healthcare
Manufacturing
Consumer
goods
• Business Analysis and
Diagnosis
• Decision Support and
Execution
• Complex Engineering
design interpretation
• Parameter Optimization
• Clinical Semantic Extraction
• Multi-Scenario Report
Generation
 ... ...
Operational agent Work flow execution agent
Deepexi enterprise large model platform Cost-Effective Local
DeploymentHigh Accuracy
Enterprise-Specific Model
Productivity agent
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Further trained and fine-tuned
by customers’ data
Possesses Industry-specific
reasoning capabilities
Tailored to Enterprise –
Specific business logic
High Accuracy
 D
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Model Security
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Our solution centers around three types of AI agents: operational agent, productivity
agent and workflow execution agent.
 Operational agent : helps business make better business decisions by combining
company’s live data with industry know-how.
 Productivity agent : handles complex technical information such as engineering
designs and manufacturing details to boost productivity.
 Workflow execution agent : executes complex, multi-step actions autonomously
based on results and decisions made by our operational and productivity agents.
FastAGI solution acts as a one-stop platform enabling complete processes from
knowledge base development and model management to the incubation of AI agents,
simplifying the complexities of AI deployment and fostering a smooth transition from data
integration to practical analysis to empower enterprises across industries to optimize
decision-making, enhance operational efficiency and boost productivity.
Deepexi Enterprise Large Model Platform
As the foundational structure for the FastAGI solution, our Deepexi platform leverages
mainstream open-source AI models like DeepSeek and Qwen, and combines them with public
knowledge and industry-specific data. We train and fine-tune these models to create a
powerful, general-purpose AI system that can understand, reason, and support decision-making
across different business areas. Our Deepexi platform also includes built-in tools for handling
data, connecting with other systems, and keeping information secure, making it easier for
companies to use AI effectively.
The Deepexi enterprise large model platform, compatible with heterogeneous computing
environments, can then be deployed locally to be further trained and fine-tuned by our
customer’s data processed by FastData Foil Data Fusion Platform to form enterprise-specific
large models with industry-specific reasoning capabilities and tailored to the customer’s
business logic to deliver outputs with hierarchical access controls and automated workflow
capabilities, forming a solid foundation for deploying our agentic AI enterprise-specific
applications.
Our Deepexi enterprise large model platform features the below technological
advantages:
 High Accuracy. Our model is able to achieve high accuracy of up to 89.7%. by
analyzing user intent and limiting outputs to verified industry knowledge and the
enterprise’s dataset, and alerts users if queries exceed this scope, enhancing the
reliability and accuracy of the results. In comparison, the industry benchmark stands
at 82.9%.
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 Model Security. Our security framework uses smart search tools and role-based
access controls to protect customer data and AI models. It keeps sensitive
information safe and ensures the AI system runs reliably and securely. In particular,
our model achieved a low false negative rate of only 5.9% and a recall rate of 94.2%,
while the industry benchmark shows a false negative rate of 25.7% and a recalled
rate of 74.3%, demonstrating its ability to identify risks comprehensively while
minimizing the likelihood of misclassifying harmful content as safe.
 Cost-Effective Local Deployment. Our solutions are designed to run efficiently on
a company’s own systems, helping reduce costs and improve performance. They
support flexible system setups (known as heterogeneous clusters), come with
ready-to-use configurations, and include our patented technologies such as task-
driven dynamic batch data processing (which processes data in a steady flow) and
optimized KV cache (a method for speeding up memory access), to make
deployment smoother and more effective.
As we work with more customers across different industries, our Deepexi enterprise large
model platform continues to improve its core strengths. These include: (i) using precision-
tuning tools that monitor and adjust AI accuracy for specific business tasks to make the
platform more reliable for professional use; (ii) adapting AI models to fit business scenarios
more quickly and cost-effectively; and (iii) learning from each customer engagement to better
understand the unique business logic of different industries. After each project, a dedicated
team extracts useful insights and knowledge to create custom training materials such as
industry-specific corpus data for model training that help further refine the Deepexi platform.
Fast5000E Computing Power Platform
To further optimize deployment at the computing power level, we developed Fast5000E,
an integrated platform with FastAGI solution built in. It supports agile computational power
deployment and management based on customer scenarios through integration and
optimization with our platforms, ensuring that our solutions have the necessary resources to
operate efficiently and responsively. It provides the scalable infrastructure needed to handle
intensive computing tasks, enabling rapid deployment and real-time processing capabilities
required by FastAGI solution. Fast5000E is compatible with mainstream hardware available on
the market and supports heterogeneous computing to reduce switching cost for customers.
Moreover, it incorporates our proprietary patented technology such as task-driven dynamic
batch data processing, KV cache optimization and proximity inference to enhance memory
management and maximize the utilization of computing power. Our FastAGI solution is
primarily delivered in software form with minimum hardware composition. The hardware
component under our FastAGI solution is flexible as an option based on customers’
preferences.
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Application Scenarios
Our FastAGI solution, together with our FastData solution, delivers multi-scenario
agentic AI applications underpinned by data capabilities tailored to various industries,
including consumer goods, manufacturing, healthcare and transportation. For example, for the
consumer goods sector, our operational agent revolutionizes operational management by
enabling intelligent decision-making. For the manufacturing sector, our productivity agent acts
as a smart brain for engineering design, fostering human-machine collaboration to enhance
design efficiency and accuracy. As another example, the combination of our operational and
productivity agents empowers the healthcare industry by enhancing both operational efficiency
and improving healthcare outcomes. Our workflow execution agent is deployed for all
customers to carry out the associated workflows based on the insights and decisions facilitated
by our operational and productivity agents.
Use Case: Customer X, a leading fashion footwear company in China
Customer X, based in Shenzhen, is a leading fashion footwear company in China. Its
retail model encompasses the entire value chain of brand retail, spanning from fashion trend
analysis to omnichannel customer engagement. Customer X’s key objective of collaborating
with us is using data to present factual insights, underpin management processes and boost
decision-making efficiency through AI. This approach aims to establish a fully integrated
digital and intelligent operational cycle across the entire value chain, with a focus on enhancing
decision-making across merchandise and brand management.
We collaborated with Customer X to design and implement a data + AI driven agentic AI
solution centered around our FastAGI and FastData solutions to empower the operational
aspects of Customer X. Leveraging industry-specific capabilities of our Deepexi enterprise
large model platform and public knowledge base for the consumer goods industry and training
data of Customer X processed through our FastData solution, we built a customized
enterprise-specific large model for Customer X, based on which we deployed agentic AI
applications for Customer X that integrates core capabilities including AI-enabled data
acquisition and query, business analysis and diagnosis and decision support and execution. Our
solution operates within Customer X’s operational framework, interacting with the decision-
making aspects of over 40 business modules and connecting more than 10 systems. Our
solution provides intelligent support across various levels and corporate roles from stores to
headquarters, such as AI data analyst for analyzing individual store data against local
competitors, or AI product operation strategist for managing and planning the product
lifecycle. Our solution’s seamless integration with the existing systems of Customer X has
facilitated the development of an intelligent operational framework across various business
scenarios, markedly improving operational efficiency and the quality of decision-making.
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Our solution included:
 AI-generated Data Acquisition and Query
/H18537Instant Data Access. Through voice or text conversational interaction, store
staff can swiftly access a range of sales, inventory and personnel metrics,
including sales figures, sales rankings and details on key promotional products.
/H18537Efficient Data Query Experience. Utilizing natural language processing
capabilities, users can intuitively retrieve the necessary data without complex
technical procedures, significantly improving store operational efficiency.
The below screenshots are examples of store operation data access, where, based on
AI-generated data acquisition and query, the store staff can access various operational data:
Note: On-site store managers and staffs can easily and timely access the data they need using an AI-powered mobile
query tool that supports both voice and text interactions. For example, they can ask about yesterday’s sales
achievement rates, individual staff sales rankings, or check which store has stock available for a specific
product to arrange a transfer between the stores.
 Business Analysis and Diagnosis
/H18537Operational Diagnosis. The AI data analyst performs thorough analysis of
operational data, incorporating business rules and analytical frameworks to
produce multi-faceted data reports that uncover business opportunities and
potential challenges.
/H18537Multidimansional Store Operation Insights. The AI data analyst integrates
expert methodologies with vast historical data to swiftly generate detailed
reports, encompassing operational assessments, root cause analysis, risk
forecasts and optimization recommendations.
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The below screenshots are examples of business analysis and diagnosis, where the AI data analyst can produce data reports based on analysis
of operating data, incorporating business rules and analytical frameworks to do operational assessments, root cause analysis, risk forecasts and
optimization recommendations:
Note: This system can also generate detailed data analysis and evaluation reports based on real-time data and scenario-specific business analysis framew orks. These reports include
assessments of store performance, root cause analysis for specific issues, forecasts for potential risks and actionable operation optimization su ggestions, providing a
comprehensive support for operating managers to gain deep insights of the store’s conditions and make strategic decisions timely and efficiently.
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 Decision Support and Execution
/H18537Rapid Report Generation. The solution integrates seamlessly into existing data
review processes to produce AI diagnostic reports with a single click,
encompassing analyses of inventory management, pricing, product feedback
and market trends.
/H18537Data + AI Driven Decision-Making. The solution utilizes structured and
unstructured data from both internal and external sources across the product
lifecycle, harnessing AI capabilities to offer intelligent decision support for
various stages of daily product operations, such as inventory planning and
management, pricing adjustments, sales and marketing, among others. The
solution thoroughly combines multi-dimensional data, including sales,
inventory, market, industry and frontline store feedback with large models and
domain-specific AI algorithms working collaboratively to optimize the
decision-making process in product operations.
The below screenshot shows an example where our solution combines multi-dimensional
data, including sales, inventory, market, industry and front line store feedback with large
models and domain-specific algorithms working collaboratively to optimize the decision-
making process in product operations:
Note: By integrating internal and external information, including actual inventory and sales figures, market research
feedbacks and industry trend insights, this system intelligently generates recommendations for restocking,
price adjustments and product transfer arrangements. This enables business teams to make faster and more
accurate decisions on product operations.
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Our collaboration with Customer X resulted in a significant transformation of their
operations. Key achievements include:
 Deployment across approximately 300 cities and over 8,000 stores within a one year
period, demonstrating the system’s scalability and broad applicability.
 Our chatbot handled over a hundred thousand queries by ten thousand users within
a one year period, achieving a semantic coverage and intent recognition rates of over
90%.
 High accuracy in data-driven insights.
 Inventory data reveals that, our solution effectively prioritized replenishment for
high-performing SKUs (sell-through >85%) and avoided unnecessary replenishment
for low-performing ones, aligning with actual sales results, optimizing inventory
management and reducing inefficiencies.
 Typically, within one to two minutes and within the confines of data permissions, a
comparable store analysis report can be generated based solely on the store name.
This significantly enhances decision-making efficiency in scenarios such as store
inspections and headquarters assessments of benchmark stores.
 Enhanced decision-making across merchandise and brand management, leading to
improved resource allocation and optimized operations.
Use Case: China Haisum Engineering Co., Ltd. (“Haisum”)
We collaborated with Haisum, a leading state-owned, publicly traded engineering design
corporation in China, to develop an agentic AI solution based on FastData and FastAGI
solutions to leverage AI to significantly enhance efficiency and expertise within their
engineering design processes.
Leveraging the industry-specific capabilities of our Deepexi enterprise large model and
public knowledge base for the manufacturing sector and Haisum’s desensitized training data
processed through our FastData solution, we locally deployed a customized enterprise-specific
large model for Haisum. This is based on an extensive knowledge base consisting of nearly a
thousand professional technical documents, resulting in a substantial corpus of text snippets,
question-answer pairs and standard graphics. The customized enterprise large model is capable
of processing text, images, tables and formulas, enabling applications such as document
classification, layout analysis and image/formula recognition. Based on this, we deployed an
agentic AI solution designed to provide proactive support to engineers throughout the design
lifecycle. Its capabilities include the analysis of existing documentation, the generation of
supplementary documents, and assistance in drawing and designing reviews. Our SFT and
reinforcement learning methodology further refines the accuracy of the model.
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The below screenshot is an example of an engineering drawing analysis where the user
inputs a complex engineering drawing and our solution outputs an analysis of the drawing,
including the detailed technical specifications and parameters recognized from the drawing:
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The below screenshot is an example of engineering parameters calculation where our
solution calculates the local compressive strength based on a complex engineering scenario
provided, and provides the detailed calculation process:
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Key achievements of our collaboration include:
 Our solution achieved a high accuracy rate, demonstrating the effectiveness of our
AI technology in a high-precision industry.
 Response times for professional queries were reduced to under five seconds.
 The optimized embedding and reranking models within the RAG system resulted in
a substantial increase in recall rate. Leveraging the capabilities of multi-modal
models such as Math and Vision Language Models (VLMs), we have enhanced the
accuracy of typical formula computations and substitution calculations.
Use Case: Han’s Laser Technology Industry Group Co., Ltd. (“Han’s Laser”)
Han’s Laser, a global leader in intelligent manufacturing equipment, sought to leverage
AI to optimize its manufacturing processes and enhance product quality. Their challenge
involved analyzing vast amounts of data from thousands of machines and equipment to identify
patterns, diagnose issues and recommend improvements. Leveraging our Deepexi enterprise
large model’s industry-specific capabilities and public knowledge base for laser cutting, we
built a customized enterprise-specific large model for Han’s Laser. Based on this and training
data of Han’s Laser processed through our FastData solution, we deployed an agentic AI
solution for the laser cutting process based on FastAGI solution, facilitating tasks such as fault
diagnosis and parameter optimization.
The below screenshot is an example where the user inputs a set of parameters for laser
cutting, and our solution outputs an analysis and evaluation for each parameter and gives
recommendations on ways to optimize the parameters:
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The project is led by Han’s Smart Control Technology Co., a wholly-owned subsidiary of
Han’s Laser, and is currently in development. Our solution is designed to realize proactive fault
analysis, automate the generation of process specifications and significantly improve cutting
quality. Our AI fault diagnosis function provided real-time feedback on equipment status,
reducing maintenance costs and improving overall production efficiency. Additionally, process
parameter optimization enabled precise control and real-time monitoring of process flows and
parameters, leading to significant improvement in cutting quality. This project aims to
represent a significant advancement in intelligent manufacturing, driving intelligent
transformation in laser production processes.
Use Case: A Prominent Overseas Public Healthcare Operator
We entered into collaboration with a prominent overseas public healthcare operator that
oversees over 40 public hospitals and 100 clinics, serving more than five million patients
annually. In collaboration with the headquarters’ AI laboratory, we are planning and building
a one-stop agentic intelligent medical solution that continuously innovates AI applications
from broad public use to specialized medical fields.
The official platform of the public healthcare operator is an APP that provides healthcare
such as health management, outpatient appointment and online payment for residents. We have
integrated AI into the APP , overcoming several significant technical challenges:
 High Accuracy Rate: Our solution utilizes powerful constraint retrieval based on a
medical knowledge base and is able to achieve high accuracy in answering queries
within the scope of the professional knowledge base and specific customer data
range.
 Complex Workflow Navigation: Our solution is able to precisely interpret
multi-turn dialogues, supporting intricate commands.
 Dynamic Knowledge Evolution: Our solution facilitates the continuous
development and updating of the knowledge base.
By developing an integrated large-scale model technology stack, we enhance patient
medical experiences through multi-scenario medical report generation, achieving:
 Multi-style scenario adaptation : Our solution dynamically generates medical
reports tailored for diverse use cases, including legal, police, and clinical
documentation, with automated style and formatting adjustments to meet specific
requirements.
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 Model evaluation and optimization : We provide full-cycle AI model services, from
selection and evaluation to model engineering and fine-tuning for different writing
styles, optimizing models to solve problems such as repetition, inaccuracies and
unstructured text.
Aside from delivering an integrated FastData and FastAGI solutions, we also offer
standalone applications to address specific industry needs. When applied independently, our
FastData solution supports enterprises to govern multi-modal data and enables the construction
of high-quality knowledge base, streamlining workflows and providing meaningful outputs that
supports agile, data-driven decision-making. Meanwhile, our FastAGI solution delivers
multi-scenario agentic AI applications customized for specific industries, empowering users
with intelligent decision-making, interactive operations and AI-powered workflow automation
which enhances operational efficiency and precision across business functions.
Use Case of the Standalone Application of FastData Solution: A Leading Digital Fabrication
Solutions Provider
We provided FastData solution to a leading provider of digital fabrication solutions for
electronic circuits to empower its data governance and intelligent analysis. Our solution
consolidated its data platforms and established stringent data governance procedures, while
systematically organizing and managing its data assets. By streamlining workflows and
strengthening execution, the project significantly enhanced data quality and reliability. It also
reduced response times for data query requests, enabling faster and more agile decision-
making. Leveraging clean and well-structured data, along with extensive association analysis
and domain analysis, this solution provides cross-function insights to deliver specific,
measurable insights tied to actionable operational steps in different functions across supply
chain, finance and marketing. Guided by accurate business narratives, analytical conclusions
and tailored recommendations, we believe it provides support to decision makers to make rapid
decisions, ensuring that the decisions are executed efficiently and directly at the operational
level.
Use Case of the Standalone Application of FastAGI Solution: A Museum
We developed an AI-powered solution for a museum using our FastAGI solution,
implementing an intelligent service system that operates on two parallel tracks. For public
visitors, the system delivers round-the-clock interactive experiences across various scenarios
through smart exhibit terminals. Its offerings include detailed exhibit explanations, scientific
insights, interactive educational scenarios, navigation assistance, as well as immersive
simulations. For staff operations, the system integrates nine AI-driven workflows including
intelligent document retrieval, multi-source summarization, automated meeting notes, report
drafting, text optimization, weekly report generation and access to a technology knowledge
base, significantly enhancing administrative efficiency and streamline daily operations for
staffs.
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Ongoing partnerships:
In addition, we are redesigning the AI marketing campaign process for one of Asia’s
leading health and beauty retailers, breaking through the efficiency bottleneck of manually
analyzing marketing needs, reducing the misallocation of marketing resources caused by
parameter misinterpretation and building an automated marketing engine that responds flexibly
to the market.
As of the Latest Practicable Date, we are developing an intelligent operations platform for
a globally-leading sportswear company based in Fujian, China, aimed at enhancing its
operational efficiency and user experience through AI technology.
We collaborated with six provincial transportation leaders to co-develop transportation
large models, enabling multi-modal data fusion, domain-specific model training and fine-
tuning to seamlessly integrate data, operational knowledge and business workflows and
construct AI agents with multi-scenario adaptation, achieving automation and intelligent
coordination across the transportation business chain.
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Specialist Technology Industries
The table below sets out a summary for how each of our FastData and FastAGI solutions fall within acceptable sectors of a Specialist
Technology Industry as defined under Chapter 18C of the Listing Rules:
Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
FastData Solution /H1118/H1118/H1118(i) Artificial intelligence
(AI-empowered algorithm
programming: image
recognition, natural language
processing (NLP), machine
learning and deep learning);
and
(ii) Artificial intelligence (AI
solutions: the design and
provision of AI solutions
used in different industry
verticals).
FastData solution is based on a data intelligence platform that enables the
high-speed processing of both structured and unstructured data, serving as a
foundational infrastructure for AI-driven enterprise applications. Going
beyond basic data processing capabilities, the ability to comprehend and
dissect complex, unstructured data requires extensive machine learning
algorithms. FastData solution combines layout, text, table, and formula
parsing capabilities with Visual Language Models (VLMs) to deconstruct
complex multi-modal data while taking into account the customer’s business
logic. It leverages AI algorithms to tokenize raw, multi-modal data,
transforming them into actionable insights and into formats optimized for AI
applications, large model training and fine-tuning, and real-time decision-
making across industries.
FastData solution’s Modern Data Stack (MDS) architecture incorporates NLP
(Natural Language Processing) algorithms, including an innovative NLP-to-
SQL (Structured Query Language) conversion feature. This allows users to
input natural language business queries that are automatically translated into
SQL commands, enabling real-time data retrieval and improving analysis
efficiency.
Leveraging its foundational technologies, FastData solution empowers enterprise customers
across different industries, with the below examples:
 Consumer goods industry : For retail companies, FastData solution helps our clients
predict by integrating and processing diverse data streams. The platform consolidates
historical sales records (item-location-time dimensions), real-time inventory data,
external factors (weather, competitor landscape) and product characteristics to generate
granular demand data at the SKU-level and store-level. These insights directly inform
replenishment strategies and inventory allocation decisions. The solution enhances key
retail metrics including sales conversion rates, inventory turnover and supply chain
responsiveness.
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Manufacturing industry : In manufacturing, FastData solution acts as a powerful data
refinery, turning complex technical documents and data into clean, AI-friendly fuel. For
engineering knowledge, it is able to comprehend and analyze technical documents
containing formulas, parameters and specifications through machine learning algorithms,
preserving their precise meaning while converting them into digital formats AI systems
can work with. When processing mechanical drawings and diagrams, it intelligently
identifies key components, extracts measurements and maps relationships between
different elements, like an expert engineer. All such diverse and complex information,
whether from PDF manuals, CAD drawings or equipment sensors, are organized in a
unified smart catalog. The processed, tokenized data output enables the development of
AI models to support decision-making in the manufacturing process.
 Healthcare industry : FastData solution empowers healthcare data management by
transforming complex medical information through machine learning algorithms into
structured, computer-readable outputs that can support AI workloads. FastData solution
intelligently processes diverse clinical data, including lab reports, imaging studies, and
medical device outputs, extracting and standardizing critical information while preserving
vital clinical context. It automatically analyzes text-based pathology reports, interprets
medical charts and scans and deciphers results generated by medical devices, recognizing
relationships between different data types such as lab values and patient conditions. All
this information is organized in a unified, searchable medical knowledge base that
maintains temporal relationships and clinical relevance. FastData solution implements
security measures to protect sensitive health information, with hierarchical access
controls. The processed, tokenized output enables healthcare organizations to develop
accurate diagnostic AI models, power clinical decision support systems, and generate
real-time patient monitoring insights.
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Transportation industry : In transportation sector applications, FastData solution provides
critical data processing capabilities for road maintenance and emergency response
systems. FastData solution can handle diverse data modalities using machine learning
algorithms including road surface scan images, surveillance camera feeds and traffic laws
and regulations and standardize such information for AI model consumption. By creating
structured, analysis-ready datasets from unstructured inputs, FastData solution enables
the development of accurate roadway condition monitoring AI models that support
automated hazard detection (cracks, potholes and surface deterioration), priority-based
repair scheduling and rapid emergency incident response, improving inspection efficiency
and incident resolution times compared to manual processes.
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
FastAGI Solution /H1118/H1118/H1118/H1118Artificial intelligence (AI
solutions: the design and
provision of AI solutions used in
different industry verticals)
FastAGI solution is our enterprise agentic AI solution based on our
proprietary enterprise multi-modal large model technology stack designed to
seamlessly integrate and accelerate the implementation of AI solutions across
various business functions for customers in different industries. FastAGI
solution extends beyond basic AI capabilities such as data retrieval, office
collaboration and simple chatbots. It directly tackles core business painpoints
by providing operational decision-making support and productivity
enhancement tools. FastAGI solution centers around three types of AI agents,
operational agent, productivity agent and workflow execution agent. The
operational agent optimizes operational decision-making by integrating
enterprise-specific real-time data and industry knowledge; the productivity
agent processes complex industry knowledge and unstructured data, such as
involving interpreting complicated engineering designs and manufacturing
processes, to boost productivity; the workflow execution agent executes
complex, multi-step actions autonomously based on results and decisions
made by the operational and productivity agents.
FastAGI solution empowers different industry verticals in the following ways:
 Consumer goods industry : FastAGI solution empowers consumer goods companies by
transforming data into immediate, actionable business decisions acting as an around-the-
clock digital operations team that continuously analyzes inventory levels, competitor
activities and market trends to optimize different aspects of retail management.
At the store level, FastAGI solution functions like an AI store manager, monitoring
real-time performance metrics to provide advice for staffing, inventory placement and
promotional strategies. For product management, it tracks each item’s complete lifecycle
across store locations, making smart recommendations about when to reorder, transfer
stock between stores or initiate markdowns. FastAGI solution also serves as a strategic
advisor, comparing store performance with different stores to suggest pricing and product
assortment strategies. FastAGI solution has empowered our customers to achieve faster
response to market changes, better inventory management and improved operational
efficiency.
 Manufacturing industry : FastAGI solution transforms manufacturing operations by
integrating AI across core engineering design and manufacturing processes, generating
optimized manufacturing routes, procedures and engineering parameter recommendations
while enabling quality improvement through reverse-engineering capabilities. For
engineering design teams, FastAGI solution provides intelligent assistance in product
design, constructs industry-standard knowledge base, and offers automated engineering
drawing review and analysis through its productivity agents. For example, for our
manufacturing customers, FastAGI solution is able to interpret engineering drawings and
provide construction guidance directly to field workers, and recommend optimized
processing parameters and performs equipment diagnostics autonomously, enhancing
efficiency and quality control.
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Specialist Technology
Products
Specialist Technology Industry
Acceptable Sector(s) Main Technology/Function Analysis How it Empowers Different Industry Verticals
 Healthcare industry : FastAGI solution empowers healthcare operations by deploying
specialized AI assistants across the care continuum. For patients, it provides intelligent
digital companions that offer personalized guidance on treatments, test results, and
medication management. Healthcare teams benefit from AI-powered diagnostic support
and automated report generation, which streamline clinical workflows while maintaining
medical accuracy. The system creates a connected network of AI agents that collaborate,
from simplifying patient interactions to assisting complex medical decision-making. This
includes automating time-consuming administrative tasks such as generating specialized
reports for various institutions. For clinical specialties, FastAGI solution delivers tailored
assistance by learning department-specific protocols, such as supporting anesthesiologists
with preoperative assessments.
 Transportation industry : FastAGI solution delivers intelligence for transportation
systems through a combination of its operational and productivity AI agents, including
monitoring industry developments and providing smart mobility recommendations. For
infrastructure operators, FastAGI solution enables granular project control from
operational management and risk control to contract payment recovery.
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Our Directors are of the view that based on the information above, each of solutions fall
within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C
of the Listing Rules.
Based on the following analysis and the view of the Directors and Frost & Sullivan, the
Joint Sponsors are of the view that each of our solutions fall within an acceptable sector of a
Specialist Technology Industry as defined under Chapter 18C of the Listing Rules:
(1) Our FastData solution is empowered by AI algorithms developed through extensive
natural language processing, machine learning and deep learning. Going beyond
basic data processing capabilities, the ability to comprehend and dissect complex,
unstructured data (such as engineering diagrams and medical reports) requires
extensive machine learning algorithms. For example, it uses Visual Language
Models (VLMs), a type of deep learning model, to deconstruct complex multi-modal
data while taking into account the customer’s business logic. It leverages AI
algorithms to tokenize raw, multi-modal data, transforming them into actionable
insights and into formats optimized for AI applications and large model training and
fine-tuning, and to support real-time decision-making across industries. The
FastData solution is based on a data intelligence platform that enables the
high-speed processing of both structured and unstructured data, serving as the
foundational infrastructure for AI-driven enterprise applications.
(2) Our FastAGI solution is an enterprise AI solution that empowers businesses across
industries by deploying specialized AI agents that enhance decision-making,
productivity, and workflow automation. Unlike basic AI tools, it combines different
AI agents to optimize real-time business decisions, interprets and retrieves complex
data including engineering designs or medical reports, providing responses with
high accuracy and automates multi-step tasks. For example, for the consumer goods
industry, it refines demand forecasting and inventory strategies; in manufacturing, it
assists with optimizing manufacturing processes and engineering analysis
diagnostics; in healthcare, it supports clinical decisions and patient management.
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Commercialization
We adopt a transaction-based model for our solutions. We started to commercialize our
FastData and FastAGI solutions in 2019 and 2023, respectively.
The following chart illustrates the commercialization timeline of our major products,
reflecting our continuous commercial application of technologies:
Specialist Technology Product Launch
Start of Revenue
Generation
FastData /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118June 2019 November 2019
FastAGI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 2023 December 2023
Our commercialization centers around increasing engagement with industry leaders,
enhancing our appeal to top-tier customers. By serving industry leaders across different
verticals, we gain deeper insights into sector-specific challenges, making our solutions more
attractive to new customers. This enables efficient scaling and drives customer acquisition
while boosting our brand influence and market penetration.
The number of customers each period increased from 56 in 2022 to 71 in 2023 and further
to 89 in 2024 and 54 in the six months ended June 30, 2025. Cumulatively, we served 129, 178,
245 and 283 customers as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively. Our revenue increased by 28.4% from RMB100.5 million in 2022 to RMB129.0
million in 2023, and further increased by 88.3% to RMB242.9 million in 2024. Our revenue
further increased by 118.4% from RMB60.5 million in the six months ended June 30, 2024 to
RMB132.1 million in the six months ended June 30, 2025.
The table below sets forth our revenue breakdown in absolute amounts and as percentages
of our total revenue for the years indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentages)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H1118100,468 100.0 122,491 94.9 152,530 62.8 35,390 58.5 59,031 44.7
FastAGI enterprise AI solution /H1118 – – 6,549 5.1 90,396 37.2 25,107 41.5 73,072 55.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100.0 129,040 100.0 242,926 100.0 60,497 100.0 132,103 100.0
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Key Operating Data
The table below sets forth key metrics of our FastData and FastAGI solutions:
Y ear ended December 31,
Six months ended
June 30,
2022 2023 2024 2025
FastData FastAGI FastData FastAGI FastData FastAGI FastData FastAGI
Number of customers during
the year/period (1) /H1118/H1118/H1118/H1118/H1118/H111856 – 70 (4) 2(4) 80(5) 20(5) 35(6) 27(6)
Number of new customers (2) /H1118/H1118 43 – 51 (7) 2(7) 62(8) 18(8) 24(9) 23(9)
Cumulative customers served /H1118/H1118129 – 177 (10) 2(10) 236(11) 20(11) 255(12) 43(12)
Average customer value (3)
(RMB in thousands) /H1118/H1118/H1118/H1118/H11181,794 – 1,750 3,274 1,907 4,520 1,687 2,706 (17)
No. of contracts that
recognized revenue during
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 – 100 2 105 22 44 32
Order backlog as of the end of
period (RMB in million) /H1118/H1118/H111863.7 – 48.3 4.3 29.1 18.8 54.1
(18) 56.0 (18)
No. of early termination/
cancelation of contracts /H1118/H1118/H11181–2–1–––
Tender success rate (13) /H1118/H1118/H1118/H111841% – 45% – 52% 50% 50% 57%
Average customer acquisition
cost (14) (RMB in million) /H1118/H1118 27.9 19.9 12.4 11.5
Overall customer retention
rate (15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.1% 33.9% (19) 26.8% 14.6%
Overall net dollar retention
rate (16) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860.8% 161.3% (20) 72.5% 74.1%
(1) Number of customers during the year/period is defined as those in the specified year/period.
(2) Number of new customer equals to the number of customers in the current period who did not contribute
revenue in the previous year.
(3) Average customer value for a given period is calculated by dividing revenue in that period by the
number of customers for the same period.
(4) There was one overlapping customer of FastData solution and FastAGI solution in 2023.
(5) There were 11 overlapping customers of FastData solution and FastAGI solution in 2024.
(6) There were eight overlapping customers of FastData solution and FastAGI solution in the six months
ended June 30, 2025.
(7) There was one overlapping new customer of FastData solution and FastAGI solution in 2023.
(8) There were eight overlapping new customers of FastData solution and FastAGI solution in 2024.
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(9) There were four overlapping new customers of FastData solution and FastAGI solution in the six months
ended June 30, 2025.
(10) There was one overlapping cumulative customer of FastData solution and FastAGI solution in 2023.
(11) There were 11 overlapping cumulative customers of FastData solution and FastAGI solution in 2024.
(12) There were 15 overlapping cumulative customers of FastData solution and FastAGI solution in the six
months ended June 30, 2025.
(13) We primarily acquire customers through direct customer engagement and negotiations rather than
participating in a bidding process. Only approximately 16% of our revenue were attributed to contracts
won through bidding during the Track Record Period.
(14) Average customer acquisition cost is calculated by dividing the selling and marketing expenses for the
period by the number of new customers acquired in the same period.
(15) Overall customer retention rate is calculated by subtracting the number of new customers acquired
during the period from the total number of customers at the end of the period, and dividing the result
by the total number of customers at the beginning of the period (i.e., the total number of customers at
the end of the prior period) and multiplied by 100%.
(16) Overall net dollar retention rate equals the revenue of a current period from customers that contributed
to our revenue for both the current and previous periods divided by the revenue of the previous period
and multiplied by 100%.
(17) Our average customer value for FastAGI solution in the six months ended June 30, 2025 was relatively
low, primarily due to the expansion of our FastAGI solution market that brings broader customer
coverage and an increase in application scenarios, and the growing number of FastAGI solution led to
a decrease in the average customer value.
(18) Our order backlog for both FastData and FastAGI solutions at the end of six months ended June 30, 2025
was relatively high, primarily due to an increase in newly signed orders in 2025, and as the period covers
only six months, some of the new orders had not yet entered the closing stage.
(19) Our overall customer retention rate increased from 24.1% in 2022 to 33.9% in 2023, primarily due to
the commencement of our FastAGI solution deliveries, which further enhanced customer engagement.
Our overall customer retention rate decreased from 33.9% in 2023 to 26.8% in 2024, primarily due to
an increase in new customer acquisitions.
(20) Our overall net dollar retention rate increased significantly from 60.8% in 2023 to 161.3% in 2024,
primarily due to expanded adoption of our solutions by certain existing customers, supported by
adjustments in their internal business resource allocations.
During the Track Record Period, a significant portion of our revenue was derived from
new customers, primarily because: (i) our strategic repositioning or the launch of new products
and solutions; (ii) a misalignment between the annual procurement focus of certain previously
engaged customers and our core business offerings, such as when their business or budgetary
needs temporarily shift away from the scope of our offerings during the period; and (iii) the
completion of major system deployments of certain previously engaged customers, who,
despite no longer contributing to our revenue, may still maintain ongoing relationships with us
through warranty periods, maintenance services or system upgrades. Customers typically
placed orders once annually, with a minority procuring twice or more per year. The average
procurement cycle ranged from three to six months.
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Major Contracts
The table below set forth the details of our top three customer contracts in terms of
revenue contribution for each year/period of the Track Record Period for FastData and FastAGI
solutions:
Y ear ended December 31, 2022
Background
Contract
sum Revenue
Place of
implementation Solutions provided
Contract
duration
(RMB’000) (RMB’000)
Customer A among our five
largest customers in each of
2022, 2023 and 2024, a public
company listed on Shenzhen
Stock Exchange engaged in
R&D, production and sales of
automobiles. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
15,000 14,144 Chongqing, China Our FastData solution
enhanced the customer’s
full-chain marketing system
covering pre-sale, in-sale
and post-sale stages.
February 2022 –
December
2022
Customer D among our five
largest customers in 2022, a
company engaged in in
production and sales of cleaning
and personal care products. /H1118/H1118/H1118
5,270 4,913 Zhejiang, China Our FastData solution enabled
the customer to unify and
analyze data across its core
business functions including
R&D, supply chain,
production, and sales,
streamlining enterprise-wide
operations.
March 2022 –
December
2022
A company engaged in production
and sales of fodder as well as
animal husbandry services. /H1118/H1118/H1118
4,800 4,482 Sichuan, China Our FastData solution
enhanced the customer’s
digital marketing and supply
chain system.
February 2021 –
June 2022
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Y ear ended December 31, 2023
Background
Contract
sum Revenue
Place of
implementation Solutions provided
Contract
duration
(RMB’000) (RMB’000)
Customer A among our five
largest customers in each of
2022, 2023 and 2024, a public
company listed on Shenzhen
Stock Exchange engaged in
R&D, production and sales of
automobiles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
16,000 8,021 Chongqing, China Our FastData solution
empowered the customer’s
digital marketing system to
enhance user lifecycle
management, operational
efficiency and market
responsiveness in the
evolving electric vehicles
sector.
June 2023 –
August 2024
Customer L among our five
largest customers in 2024, a
company engaged in big data
technology development and
application /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
5,700 5,044 Shanghai, China Our FastAGI solution enabled
the intelligent upgrade of
engineering design systems
through knowledge base
construction and providing
decision-making support for
design teams.
December 2023
– December
2023
Customer I among our five largest
customers in 2023, a company
engaged in network technology
R&D and software
development. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
5,470 5,023 Guangdong, China Our FastData solution
enhanced the digital
marketing system for the
sales of vehicles.
February 2023 –
May 2023
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Y ear ended December 31, 2024
Background
Contract
sum Revenue
Place of
implementation Solutions provided
Contract
duration
(RMB’000) (RMB’000)
Customer K among our five
largest customers in 2024, a
company engaged in sales and
service of computers, network
products and equipment,
software products and systems,
wires and cables and computer
accessories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
17,000 15,044 Jiangsu, China Our FastAGI solution enabled
the construction of an
energy knowledge base and
the implementation of AI
applications.
November 2024
– December
2024
Customer L among our five
largest customers in 2024, a
company engaged in big data
technology development and
application /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
15,400 13,628 Shanghai, China Our FastAGI solution enabled
intelligent Q&A for
technical provisions, smart
retrieval of internal standard
diagrams and a wide range
of AI applications.
September 2024
– December
2024
A company engaged in internet
data services. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11,394 10,492 Shanxi, China Our FastData and FastAGI
solutions supported
intelligent management of
coal supply chain services
from raw material
procurement to sales.
September 2024
– December
2024
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Six months ended June 30, 2025
Background
Contract
sum Revenue
Place of
implementation Solutions provided
Contract
duration
(RMB’000) (RMB’000)
Customer P among our five largest
customers in the six months
ended June 30, 2025, a
company engaged in traffic big
data mining and analysis and
cloud computing applications /H1118/H1118
9,700 8,960 Guizhou, China Our FastData solution
supported the integrated
traffic information service
platform, delivering high-
performance, multi-scenario,
and highly interactive data
support services.
March 2025 –
June 2025
Customer O among our five
largest customers in the six
months ended June 30, 2025, a
company engaged in the
manufacturing, assembly, and
sales of electrical equipment /H1118/H1118
10,070 8,912 Jiangsu, China Our FastAGI solution
supported data processing,
model training, and
inference capabilities,
enabling the development of
an early disaster warning
system and a dynamic
impedance matching system
for power grids.
March 2025 –
April 2025
Customer A among our five
largest customers in each of
2022, 2023 and 2024, a public
company listed on Shenzhen
Stock Exchange engaged in
R&D, production and sales of
automobiles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11,994 5,069 Chongqing, China Our FastData solution
supported collection,
governance, analysis and
visualization of human and
vehicle data in digital
marketing and vehicle R&D
process.
June 2024 –
2025
OUR PROPRIETARY TECHNOLOGIES
Data Engineering:
 Unified Multi-modal Metadata : This technology enables the integration of structured,
unstructured, graph and vector data for effective multi-modal data governance,
enterprise-grade search functions and precise semantic processing.
 MQL: This technology provides sophisticated data asset retrieval based on a unified
framework and leverages semantic modeling to achieve highly accurate data intelligence
analysis, with high accuracy rates.
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Model Engineering:
 Task-driven dynamic batch data processing : Enhances task processing by aggregating
multiple requests into a single batch, allowing for simultaneous handling. This approach
optimizes memory utilization and significantly increases throughput, enabling our system
to manage far greater volumes of data concurrently. As a result, we achieve a significant
improvement in efficiency compared to traditional one-time batch data processing
methods that process tasks individually.
 KV Cache Optimization : Specifically designed to enhance performance in applications
involving multi-turn dialogues and hybrid knowledge retrieval. By employing a key-value
caching mechanism, this system efficiently stores critical computational results,
eliminating the need for redundant calculations for similar requests. This leads to
substantial improvements in inference performance and efficiency, achieving reductions
in the latency of the first response by six to eight times according to internal test results,
while also allowing more users to interact with the system concurrently without
compromising performance.
 Proximity Inference : Optimizes response times by distributing key-value caches
generated by remote services to nearby computational resources in scenarios where data
processing occurs remotely. This strategic approach reduces the latency associated with
the initial response, thereby significantly enhancing user experience and enabling faster
interactions with the system.
Application Engineering:
 Hybrid Enhanced Retrieval : This capability enables the precise retrieval of integrated
data, knowledge, documents and graphs, ensuring efficient and accurate information
access.
 Custom Workflow and Agent Orchestration : This technology supports the development
of contextualized intelligent applications. It allows for quick expansion using workflows,
facilitating continuous construction, evaluation, deployment and operation of intelligent
agents.
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RESEARCH AND DEVELOPMENT
Our ability to develop new technologies, design new solutions and enhance existing
solutions is critical for maintaining our market position.
R&D Team
Our R&D team consists of dedicated talents with profound industry expertise, focusing
on developing and commercializing our solutions which help maintain our technological
advantages and market competitiveness. Each of our core R&D team members has extensive
working experience in data, AI, large models and software programming, in reputable domestic
or overseas technology companies. Each of our core R&D team members has their specialized
areas and the following table sets out their profile:
Core R&D team member Profile
ZHANG Zhaozhong
(ੵႻʕ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A technology expert in AI and big data with over 10 years of
experience in R&D. Previously held key R&D positions at
leading technology companies such as Alibaba. Currently leads
our AI R&D, specifically large model and agentic platforms.
BAI Haifeng
(ࢤ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A professional with over 15 years of experience in the
technology sector holding key R&D positions at globally
leading technology companies such as IBM and Microsoft, and
possess extensive expertise in cloud computing technologies,
SaaS-based distributed software architecture and e-commerce
platform design. Currently serves as the head of R&D at our
Company.
WU Xiaoqian
(ۃ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A senior technology expert with over 12 years of experience in
the technology sector, recognized in the industry for
contributions to distributed database innovation. Previously held
key R&D positions at a leading technology company, and led the
development of large-scale platform software architecture
systems. Currently serves as our chief architect, leading the
development of our FastData platform, Deepexi large model and
foundational computing power.
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Core R&D team member Profile
WU Zhongqin
(юʕා) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An expert with seven years of experience in the technology
sector, specializing in neural network training, model fine-
tuning and visual AI, previously held R&D positions at leading
technology companies. Currently leading multi-modal model
architecture R&D for our Deepexi enterprise large models.
HUANG Rongping
(ර࿲̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Leads the R&D and deployment of our Deepexi enterprise large
models with extensive experience in AI algorithms and large
model R&D, with publications in highly recognized conferences
on multi-modal large models.
LV Xin ( ѐ㒥) /H1118/H1118/H1118/H1118/H1118/H1118Head of our FastAGI agentic AI product R&D with over
10 years of experience in technology and engineering,
previously served as business line director in a technology
company and specializing in integrating AI with enterprise data
for scalable model deployment.
CHEN Feng (ࢤ)H1118/H1118Our technology expert with over seven years of experience,
leading our enterprise large model architecture design and
practical applications. Highly recognized in the industry with
published bestsellers in data and large model fields.
JIAN Y onghua
(ശ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Our data lake and large model architect with expertise in
lakehouse systems and domain-specific model fine-tuning,
previously held position as an engineer in a digital technology
company. An open-source contributor with multiple patents in
data lakes and large models.
Y ANG Weiliang
(ڥ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chief architect of our Fast5000E computing platform with
extensive experience in large model training, inference
acceleration, and big data system design. Previously held
position as an software architect in a leading technology
company.
CHEN Ying ( ௓጑) /H1118/H1118A veteran in technology for retail, FMCG, healthcare and
transportation with over 10 years of experience. Leading our
healthcare AI solutions, focusing on clinical applications for
industry-level large model products.
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Our R&D team consisted of 238, 182, 143 and 147 members as of December 31, 2022,
2023, 2024 and six months ended June 30, 2025, respectively, representing 53.8%, 48.8%,
44.3% and 40.5% of our total employees during the same periods. We incurred research and
development expenses of RMB94.2 million, RMB82.3 million, RMB81.4 million, RMB24.1
million and RMB58.2 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and
2025, respectively, representing 93.7%, 63.8%, 33.5%, 39.9% and 44.1% of our total revenue
for the respective periods.
We retain key management and technical staff with competitive remuneration packages
and welfare benefits. We also invest in continuing education and training programs to upskill
our key management and technical staff. In the event of termination of employment requested
by a key staff member, we closely communicate with the staff member for the reason of
departure and provide feedback for us.
In addition, to further mitigate the impact of potential departures, we have implemented
the following measures: (i) all employees are required to sign non-compete and intellectual
property ownership agreements upon onboarding, ensuring that patents and copyrights remain
with us; (ii) core technical documentation is centrally managed under a tiered access control
system to safeguard proprietary knowledge; (iii) we conduct comprehensive resignation
procedures, including the handover of ongoing projects and client relationships; and (iv)
departing employees are required to sign the confidentiality agreement, and for key
management and technical personnel, we assess on a case-by-case basis whether to enforce
non-compete clauses. Our Directors are of the view that the fluctuations in our R&D
headcounts during the Track Record Period has not caused delays in the development or launch
of our products or solutions during the Track Record Period, nor are they expected to
negatively affect our future R&D capabilities.
The salient terms of agreements with management and technical staff are set out below:
 Ownership of intellectual properties . We hold the intellectual property rights,
including patent rights, proprietary technology rights, copyrights and related
interests, to any proprietary technology, patented products and other works created
or contributed to by the employee as part of their duties during their term of
employment.
 No conflict . Employees shall not engage in any other job during their term of
employment.
 Non-competition . We have the right to unilaterally initiate a non-competition period
of up to two years following the termination of employment. During the term of
employment and the non-competition period initiated by us, employees shall not
engage in any competitive behavior specified in the agreements.
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 Confidentiality . During the term of employment, except as necessary to perform
their duties, and for all time thereafter, employees shall not, without our prior
written consent, disclose, divulge, announce, publish, impart, transfer or otherwise
make known to any third party, or in any way use any information, such as technical
and trade secrets, belonging to us or belonging to any other party for which we have
a duty of confidentiality.
To improve our R&D capability at the group level, we have established incentive
programs for our R&D employees. For employees who contribute materially to our intellectual
properties, special rewards are provided to the responsible employee primarily in the form of
cash.
Key Research Projects
Our current R&D efforts are focused on enhancing the processing and analysis of
multi-modal data while seamlessly integrating data synthesis with the training of large models
for industry scenarios and our enterprise AI applications. We aim to develop autonomous
agentic AI applications capable of independent task management and adaptation, creating
self-sustaining intelligent applications. We plan to continue to construct industry-specific large
models from accumulated sector-specific data, continuously optimizing their accuracy.
Additionally, we aim to expand our enterprise AI applications across various domains,
leveraging project experience to develop innovative products and services that are replicable
and ready for rapid deployment, ultimately driving better collaborative outcomes and economic
benefits.
FastData Solution
 2019: Began commercialization of FastData solution and continually upgraded and
iterated in the following years
 2021: Real-time data lakehouse and intelligent analytics
o Lakehouse engine for natural language analytics. We commenced the R&D of
real-time lakehouse technology, launching a lakehouse engine and intelligent
analytics with NLP-to-SQL algorithms to support natural language querying.
o We have obtained or commenced application of the following patents from the above
R&D efforts: Method, System and Storage Medium for Automatic Wood Defect
Detection; Method for Pore Detection Based on Full-Face Images; Method,
Apparatus, Electronic Device and Storage Medium for Wood Board Color
Recognition; and Method, System, Electronic Device and Storage Medium for
Product Sales Prediction.
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o We have also obtained or commenced application of the following software
copyrights: DEEPEXI DataFacts for FastAI Intelligent Analytics Service System;
and DEEPEXI FastAI Data Intelligent Analytics Service Platform.
 2022: Modern data stack architecture
o Modern data stack architecture. We conducted the R&D of a modern data stack
architecture to support full process data ingestion, development, governance,
storage and AI-powered analytics.
o We have obtained or commenced application of the following patents from the above
R&D efforts: Method and System for Generating Cypher Statements Based on
Model; Method, System, Device and Storage Medium for Sales Prediction Based on
Fusion Model; Method for Solid Wood Quality Detection; Method, Apparatus,
Electronic Device and Storage Medium for Wood Board Defect Detection.
o We have also obtained or commenced application of the following software
copyrights: DEEPEXI FastData for DataSense Data Perception Platform; and
DEEPEXI FastData for SenseFlow Data Science Analytics Engine Software.
 2023: Unstructured data processing and tokenization
o Unified governance and tokenization. We focused on R&D to solidify unified
governance of multi-modal data, supporting both business intelligence and analytics
applications, as well as data tokenization for model training.
o Unstructured data processing. We commenced the R&D for enhanced capabilities
of processing unstructured data for FastData solution, positioning it as a core
foundation for enterprise AI large model training and fine-tuning.
o We have obtained or commenced application of the following patent from the above
R&D efforts: System, Method and Storage Medium for Mask Appearance
Inspection.
o We have also obtained or commenced application of the following software
copyright: DEEPEXI FastData DataSense Data Analytic Platform.
 2024: Continued enhancement and iteration
o Iteration on unconstructed data processing. We continued the R&D on iterations of
unconstructed data processing and tokenization to enhance AI large model training.
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 2025: Handling more diverse data types and enhancing security
o Recognition and governance of new data types. We focused on the R&D for our
solution to enable customers to identify, parse and store several new types of data,
including spatial data, map-based data and building data, aiming to expand FastData
solution’s adaptability to complex, real-world task performance.
o Graph-based cataloging. We focused on the R&D to upgrade our catalog system to
visually map relationships between different data types for easier management.
o Enhanced data security. We continued the R&D to strengthen data security features
through tracking tools that follow data from source to use, ensuring full visibility
and control.
o We have obtained or commenced application of the following patent from the above
R&D efforts: Method, Apparatus and Device for Early Warning and Prevention of
Sensitive Data Leakage.
FastAGI Solution
 2021: R&D of foundational capability of using natural language to conduct data
analysis
o Natural language data querying. We commenced the R&D of foundational
capabilities for enabling business users to perform data analysis using natural
language, allowing them to query data metrics in everyday language. This reduced
reliance on technical teams for data access and accelerated operational decision-
making.
o Low-code workflow configuration. We commenced the R&D of low-code and
user-friendly technology to visually configure business logic through drag-and-drop
components to minimize coding requirements of users while supporting complex
operational workflows.
o We have obtained or commenced application of the following patents from the above
R&D efforts: An Algorithm for Data Exploration and Analysis Using Natural
Language; and Entity Alignment Method Based on Graph Structure Information and
Text Semantic Model.
o We have also obtained or commenced application of the following software
copyright: Deepexi Low-Code Technology Platform.
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 2022: Knowledge base construction and complex document processing
o Complex document processing. We commenced the R&D of AI solutions capable of
learning from customer data and documents using text clustering algorithms to
automatically analyze and structure document collections to process document
hierarchies and formats, converting raw files into organized knowledge base for AI
model training and reference.
o We have obtained or commenced application of the following patent from the above
R&D efforts: Text Clustering Method, Device, Equipment, and Storage Medium.
 2023: Smart workflow automation and decision-making support
o Real-time decision intelligence. We commenced the R&D of smart workflow
automation by integrating real-time data processing with large models to develop
business decision support capabilities, analyzing operational data streams to identify
patterns and generate contextual recommendations.
o Complex document parsing. We commenced the R&D to support the capabilities to
process technical materials such as formulas, tables and engineering drawings,
converting specialized documents into structured data for AI applications.
o We have obtained or commenced application of the following patent from the above
R&D efforts: An Intelligent Decision-Making System and Method for Large-Scale
Data Models; A Complex Data Processing System and Method Based on Large-Scale
Models; A Data Mining System and Method Based on Large-Scale Models; and A
Carbon Footprint Accounting System and Method Based on Large-Scale Models and
Blockchain.
o We have also obtained or commenced application of the following software
copyright: DEEPEXI FastAGI Model Toolchain Platform.
 2024: Upgraded AI agents
o Complete agent workflow. We continued the R&D to upgrade FastAGI solution’s AI
agents, enabling a complete workflow that covers knowledge base construction,
model development management and agent building.
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 2025: Building enterprise-level agentic AI
o Enterprise AI. We are upgrading our FastAGI solution with smarter multimodal
analysis, introducing cross-domain research tools and self-learning AI features that
automatically understand user needs.
o Deepexi enterprise large model platform. We are enhancing the platform to
efficiently run customized AI models across different IT systems, delivering reliable
performance for enterprise applications.
o Root cause analysis. We are improving our automated diagnostics system that
identifies key business patterns and generates real-time insights.
o Industry-specific intelligent agents applications. We continue to develop
specialized AI agents for consumer goods, manufacturing, transportation and
healthcare industries, incorporating industry knowledge for smarter decision-
making.
o We have obtained or commenced application of the following patent from the above
R&D efforts: Methods and Apparatus for Inference Acceleration on Domestic
Heterogeneous Computing Platforms; Methods and System for Lightweight
Knowledge Base Construction Based on Pre-Merged Large Models; and System and
Methods for Root Cause Analysis Based on Dynamic Causal Graphs and Large
Model Collaboration.
R&D Collaborations with Universities
We collaborate with universities for joint research initiatives aim to validate the business
value of large models and accelerate the transformation of technological innovations into
real-world solutions. In 2022, 2023, 2024 and six months ended June 30, 2025, we collaborated
with nil, nil, one and two universities for joint research, and the relevant costs amounted to nil,
nil, RMB1.3 million and RMB2.4 million, respectively. These efforts further strengthen our
R&D capabilities and industry reputation.
The salient terms of our standard project contracts with universities during the Track
Record Period are set out below:
Payment and delivery. We are responsible for timely payment, typically through
milestone payments. Suppliers are responsible for delivering the agreed-upon deliverables at
each project milestone as specified in the contract. Suppliers are also responsible to complete
the project within the prescribed time period.
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Quality control. If the project deliverables fail to meet the agreed requirements, we will
grant the supplier a specified period to optimize the deliverables. If the deliverables still do not
meet the milestone requirements after optimization, both parties shall negotiate on the final
resolution.
Confidentiality. Without our prior consent, the supplier shall not process, transfer or
disclose any confidential information we provide.
Intellectual Property. All outcomes resulting from the research and development under
this contract shall be owned by us. We reserve the right to apply for patents and/or software
copyrights for such outcomes, and the supplier shall provide necessary cooperation during the
application process.
Termination. The agreements will be terminated automatically upon completion of the
right and obligation of both parties, or if the technology under development has already been
publicly disclosed by a third party.
Outsourced Data Labeling and Solutions Testing Service Arrangements
Although the majority of our R&D are conducted in-house, from time to time, we engage
independent technology companies for certain labor-intensive and relatively standardized
procedures including data labeling and solutions testing services. In particular, we outsource
our data labeling service, which primarily involves processing raw multimodal data such as
documents, tables, images and formula, into high-quality training corpus that support the
parsing model training on our data fusion platform. Following model training and fine-tuning,
our outsourced model testing service subsequently helps evaluate the performance of
enterprise-specific models on our Deepexi enterprise large model platform. We have
strategically chosen to outsource these services to optimize our cost structure, enhance
operational flexibility and swiftly respond to market demands. By leveraging outsource service
providers with standardized workflow, we are able to efficiently execute complex tasks and
testing across multiple scenarios and devices without requiring significant capital investment.
This approach allows us to scale resources quickly in response to project demands, while
enabling our internal teams to remain focused on solution development. The major salient
terms of our standard outsourced data labeling and solutions testing service agreements are set
out below:
 Term. The term of the data labeling and solutions testing service agreement shall
remain in effect until all rights and obligations of the parties under the agreement
have been fully performed and discharged, including the completion of the specific
project deliverables as defined in the agreement, unless earlier terminated in
accordance with the provisions thereof.
 Principal rights and obligations of parties involved . We provide technical
specifications and requirements for the service provider who are responsible for data
labeling and solutions testing services.
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 Payments . We are responsible for making payment for data labeling and solutions
testing service in several instalments by milestone.
 Intellectual Property . The final deliverables and associated intellectual property
rights arising from the performance of this agreement shall be owned by us or jointly
owned by both parties, as defined in the specific agreements. We may use the
deliverables within the scope of cooperation free of charge, with any profits derived
belonging to us. The service provider shall not commercialize any deliverables, or
disclose, transfer or grant any deliverables without our written consent.
 Confidentiality . Either party is responsible for keeping strict confidentiality of all
the information provided by the other party, and is responsible for any breach of
confidentiality.
In 2022, 2023, 2024 and six months ended June 30, 2025, we engaged four, four, eight
and fourteen outsourcing partners, respectively, and our outsourced R&D expenses amounted
to RMB1.0 million, RMB0.3 million, RMB6.9 million and RMB14.6 million, representing
1.0%, 0.4%, 8.4% and 25.0% of our total research and development expenses in the same
periods.
R&D Process
The following illustrates our in-house R&D process:
Our R&D process is divided into several key stages: project initiation, project planning,
product development, product validation and product release.
Project Initiation : During this phase, we conduct thorough market research to assess the
project’s market value and potential demand. We also evaluate the resources required, technical
feasibility, and carry out a financial budget analysis to ensure the project’s sustainability and
profitability.
Project Planning : Upon successful project initiation, we assemble a highly skilled and
experienced team. This team formulates the project plan, analyses, and confirms the specific
requirements of the project, and establishes time and resource allocation strategies to ensure
the smooth progression of subsequent development work.
Product Development Stage : At this stage, developers focus on the detailed design of
module functions, taking into full consideration the compatibility of interfaces, and the
decoupling and complexity of requirements. The developers rigorously follow the schedule for
coding, code self-checks, and self-testing. Additionally, each design phase undergoes thorough
review to ensure design quality and overall project consistency.
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Product Validation : After completing product development, we move into the product
validation stage, wherein we conduct multiple tests, including functionality, performance, and
security testing, to confirm that the product meets established standards and customer
expectations.
Product Release : Once product validation is successfully completed, the product enters
the final process before release. We verify the quality of the developed product and ensure that
all functions are correctly implemented. Detailed user manuals, pricing lists and other relevant
procedural documents are prepared to support market launch and customer usage.
INTELLECTUAL PROPERTY
Intellectual property rights are important to our business. Our future commercial success
depends, in part, on our ability to obtain and maintain patents and other intellectual property
and proprietary protections for commercially important technologies, inventions and
know-how related to our business, defend and enforce our patents, preserve the confidentiality
of our trade secrets, and operate without infringing, misappropriating or otherwise violating the
valid, enforceable intellectual property rights of third parties.
As of June 30, 2025, we had 43 registered patents and 41 patent applications in China.
As of June 30, 2025, we also had 443 trademarks, 233 copyrights and 17 domain names in
China. See “Appendix VI — Statutory and General Information — B. Further Information
About Our Business — 2. Intellectual Property Rights.” During the Track Record Period and
up to the Latest Practicable Date, we did not encounter any impediments in intellectual
property rights applications.
We acquire patents through self-development. As of June 30, 2025, with respect to our
specialist technology products, we self-developed and solely owned all intellectual properties
and had no co-own or co-share arrangements of our intellectual properties with third parties.
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The table below lists the portfolio of material patents, patent applications and software
copyrights for our core technologies of which we were the registered owner as of the Latest
Practicable Date:
Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
FastData /H1118Data lineage query method,
apparatus, medium and
electronic device
CN202410222467.4 Enables hybrid
enhanced data
retrieval
Method, apparatus and
device for constructing
scheduling task DAG
based on SQL lineage
CN202311544928.1 Enables hybrid
enhanced data
retrieval
Method, apparatus and
device for MySQL-based
data lineage map
processing
CN202311544923.9 Enables hybrid
enhanced data
retrieval
Method and apparatus for
constructing a data
lineage map
ZL202311181062.2 Unifies multi-modal
metadata
Real-time data ingestion
method based on Flink
ZL202311133058.9 Unifies multi-modal
metadata
Method, apparatus and
storage medium for
row-level access control
of data
CN202311086994.9 Enables hybrid
enhanced data
retrieval
Data deduplication
management device,
system, method and
storage medium
ZL202310826800.8 Unifies multi-modal
metadata
Method, device and system
of Oracle Log-based data
collection
CN202310783822.0 Unifies multi-modal
metadata
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
Method, platform,
apparatus, device and
storage medium for ETL
task processing
CN202310453351.7 Unifies multi-modal
metadata
Method, system, device and
storage medium for
custom rule-based data
processing
CN202310402180.5 Enables task-driven
dynamic batch
data processing
Rapid retrieval method and
system for databases
ZL202310281123.6 Enables MQL data
retrieval based on
unified data asset
Method, system and device
for accelerated lakehouse
processing
CN202310130822.0 Unifies multi-modal
metadata
Method, apparatus, device
and system for data
correction and imputation
ZL202310126921.1 Unifies multi-modal
metadata
Method and apparatus for
automated generation of
database commands
CN202310124995.1 Unifies multi-modal
metadata
Method, apparatus and
electronic device for
dynamic scaling of
distributed storage
CN202310124993.2 Unifies multi-modal
metadata
Method and system for data
transmission
CN202310118703.3 Unifies multi-modal
metadata
Method, apparatus and
system for multi-source
data query
CN202211717003.8 Unifies multi-modal
metadata
Method, apparatus and
system for Clickhouse-
based data analysis
CN202211717001.9 Unifies multi-modal
metadata
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
Local caching method,
apparatus and medium for
OLAP analytics databases
ZL202211672971.1 Unifies multi-modal
metadata
Greenplum automatic
cold-temperature-hot
partitioning data
migration system
ZL202211464232.3 Unifies multi-modal
metadata
Method and system for
real-time change data
grabbing from database
ZL202211462125.7 Unifies multi-modal
metadata
Method and system for
intelligent control of
computing resources in
data integration
operations
ZL202211440650.9 Unifies multi-modal
metadata
Method and system for
capturing change data
based on Elasticsearch
plugin
ZL202211440649.6 Unifies multi-modal
metadata
Method for reducing
equality-deletes
generation in iceberg
upsert operations
ZL202211360115.2 Enables MQL data
retrieval based on
unified data asset
Lightweight data migration
device and method
ZL202211360109.7 Unifies multi-modal
metadata
Method, apparatus,
electronic device and
storage medium for
interface call-based
configuration
CN202211276057.5 Unifies multi-modal
metadata
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
Method and system for
value distribution
statistics in real-time
streaming scenarios
CN202210414542.8 Unifies multi-modal
metadata
Method and system for
dynamic Schema
evolution of Iceberg
tables in Flink data
streams
CN202210414537.7 Unifies multi-modal
metadata
Method, apparatus and
storage medium for text
data cleansing
CN202210041398.8 Unifies multi-modal
metadata
Method, system, device
and storage medium for
real-time stream data
processing
CN202210033729.3 Unifies multi-modal
metadata
Computer with graphical
user interface for data
quality management
software
ZL202130751290.4 Unifies multi-modal
metadata
Computer with graphical
interface for offline data
processing software
ZL202130685690.X Unifies multi-modal
metadata
Computer with Clustered
Container Management
Software GUI
ZL202130621086.0 Unifies multi-modal
metadata
Apparatus for distributed
real-time data ingestion
CN202111567545.7 Unifies multi-modal
metadata
Method for database
software development
based on database
index-aware
CN202111496772.5 Unifies multi-modal
metadata
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
Data permission processing
method and computer-
readable recording
medium
ZL202110926318.2 Enables MQL data
retrieval based on
unified data asset
Method and system for
financial data processing
ZL202110925002.1 Enables customized
workflow and
intelligent agent
orchestration
Target object search
method, system,
electronic device and
storage medium
ZL202110924993.1 Enables hybrid
enhanced data
retrieval
Integrated environment
building method,
apparatus, electronic
device and storage
medium
ZL202110646019.3 Unifies multi-modal
metadata
Security sandbox system to
support secure fusion of
multiple data sources
ZL202110401069.5 Unifies multi-modal
metadata
Data security control
device, system, method
and its readable storage
medium
ZL202110225799.4 Unifies multi-modal
metadata
Method, apparatus and
storage medium for
building a data warehouse
based on a business
model
ZL202010449486.2 Unifies multi-modal
metadata
Method, apparatus and
device for proactive early
warning of sensitive data
leakage
BEIJ-2025-1-009852 Enables task-driven
dynamic batch
data processing
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
FastAGI /H1118/H1118Method, system and device
for knowledge base
construction based on
large models
CN202511044525.X Enables hybrid
enhanced data
retrieval
Method, apparatus and
device based on Trino
common table expression
for SQL execution
optimization
CN202410147185.2 Enables MQL data
retrieval based on
unified data asset
Method for virtual metric
layer construction
CN202410147183.3 Enables MQL data
retrieval based on
unified data asset
Method, apparatus and
device of resource
scheduling for ultra-large-
scale clusters
CN202410222470.6 Enables task-driven
dynamic batch
data processing
System and method for
LLM-based data mining
CN202311749286.9 Similarity analysis
(proximity
inference)
System and method for
LLM-based complex data
processing
CN202311749282.0 Enables task-driven
dynamic batch
data processing
Intelligent decision-making
system and method for
data large models
ZL202311586372.2 Enables hybrid
enhanced data
retrieval
Method, system and device
for automatic structural
optimization of table data
ZL202310851427.1 KV cache
optimization
Method and system for
generating cypher
statements based on
models
ZL202211384171.X Enables hybrid
enhanced data
retrieval
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Specialist
Technology
Products Core Technology
Patent/Patent
Applications Functions
Method, apparatus, device
and storage medium for
text clustering
CN202210017422.4 Unifies multi-modal
metadata
Method of entity alignment
for combing graph
structure information and
text semantic models
CN202111616769.2 Unifies multi-modal
metadata
Algorithm for data
exploration and analysis
via natural language
CN202111496828.7 Enables customized
workflow and
intelligent agent
orchestration
Method, apparatus and
device for inference
acceleration
BEIJ-2025-1-008568 KV cache
optimization/Enables
task-driven
dynamic batch
data processing
We confirm that all of the above listed patents are significant for carrying out the key
functions of our Specialist Technology Products, and no other material patents are directly
applied in our Specialist Technology Products.
Our industry consultant, Frost & Sullivan, confirms, and our Directors are of the view,
that based on the information above, each of our solutions falls within an acceptable sector of
a Specialist Technology Industry, namely Artificial Intelligence under Next-generation
Information Technology as defined under Chapter 18C of the Listing Rules, given that (i) our
FastData enterprise data intelligence solution enables enterprises to efficiently govern
structured, unstructured and semi-structured multi-modal data, and to further provide tokenized
data output for model training and agentic AI applications as well as data output for business
intelligence and analytics applications; and (ii) our FastAGI enterprise AI solution not only
delivers multi-scenario agentic AI applications tailored to various industries based on our
Deepexi enterprise large model platform, but also further optimize large model deployment at
the computing power level through an integrated platform with FastAGI solution built-in.
Regarding the tenure of our intellectual properties: (i) for patents, according to the Patent
Law of the PRC, the validity period of an invention patent is 20 years from the filing date; and
(ii) for copyright, according to the Copyright Law of the PRC, except for the rights of
authorship, modification and the protection of the integrity of the work, which are not subject
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to time limitations, the publication right of a legal entity’s software copyright is protected for
fifty years, ending on December 31 of the fiftieth year after the completion of the creation. The
protection period for other copyrights is fifty years, ending on December 31 of the fiftieth year
after the first publication.
Regarding the payment obligations in relation to our intellectual properties: (i) for issued
invention patents, we are mainly required to pay the annual patent fee to competent authorities.
We have kept track of the payment requirements for annual fees and made payment
accordingly; and (ii) for pending patents, we are mainly required to pay the application fee, the
substantive examination fee and the re-examination fee, depending on the examination
progress, and we made the payment as required by the competent authorities as of the Latest
Practicable Date. In 2022, 2023, 2024 and six months ended June 30, 2025, our costs incurred
in relation to the application, maintenance and protection of intellectual properties amounted
to RMB1.0 million, RMB1.5 million, RMB1.4 million and RMB0.6 million, respectively. As
the intellectual properties for each of our Specialist Technology Products are all self-
developed, and have not been licensed or transferred from third parties, so there are no
corresponding license or transfer fees that we are obligated to pay.
The term of an individual patent may vary based on the countries/regions in which it is
granted. In China, the term of an issued patent for invention is generally 20 years from the
filing date of the earliest non-provisional patent application on which the patent is based in the
applicable country. The actual protection afforded by a patent varies on a claim-by-claim and
country-by-country basis and depends upon many factors, including the type of patent, the
scope of its coverage, the availability of any patent term extension or adjustment, the
availability of legal remedies in a particular country/region and the validity and enforceability
of the patent. We cannot provide any assurance that patents will issue with respect to any of
our owned or licensed pending patent applications or any such patent applications that may be
filed in the future, nor can we provide any assurance that any of our owned or licensed issued
patents or any such patents that may be issued in the future will be commercially useful in
protecting our product candidates and methods of designing the same. See “Risk Factors —
Risks Relating to Our Intellectual Property Rights — We may not be able to obtain or maintain
adequate intellectual property protection for our technologies and solutions, or the scope of
such intellectual property protection may not be sufficiently broad.”
We may rely, in some circumstances, on trade secrets and/or confidential information to
protect aspects of our technology. We seek to protect our proprietary technology and processes,
in part, by entering into confidentiality agreements with consultants, advisors and contractors.
We have entered into confidentiality agreements and non-competition agreements with our
senior management and certain key members of our R&D team and other employees who have
access to trade secrets or confidential information about our business. Our standard
employment contract, which we use to employ our employees, contains an assignment clause,
under which we own all the rights to all inventions, technology, know-how and trade secrets
derived during the course of such employee’s work.
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These agreements may not provide sufficient protection of our trade secret and/or
confidential information. These agreements may also be breached, resulting in the
misappropriation of our trade secret and/or confidential information, and we may not have an
adequate remedy for any such breach. In addition, our trade secret and/or confidential
information may become known or be independently developed by a third party, or misused by
any collaborator to whom we disclose such information. Despite any measures taken to protect
our intellectual property, unauthorized parties may attempt to or successfully copy aspects of
our products or to obtain or use information that we regard as proprietary without our consent.
As a result, we may be unable to sufficiently protect our trade secrets and proprietary
information. See “Risk Factors — Risks Relating to Our Intellectual Property Rights — We
may be unable to protect the confidentiality of our trade secrets, and we may be subject to
claims that our employees or third parties have wrongfully used or disclosed alleged trade
secrets owned by others.”
We also seek to preserve the integrity and confidentiality of our data and trade secrets by
maintaining physical security of our premises and physical and electronic security of our
information technology systems. Despite any measures taken to protect our data and
intellectual property, unauthorized parties may attempt to or successfully gain access to and use
information that we regard as proprietary. See “Risk Factors — Risks Relating to Our General
Operations — Our information technology networks and systems may encounter malfunction,
unexpected system failure, interruption, insufficiency, security breaches or cyber-attacks.”
As of the Latest Practicable Date, we were not involved in any legal, arbitral or
administrative proceedings or claims of infringement of any intellectual property rights, in
which we may be a claimant or a respondent, nor were we subject to any legal claims or
proceedings that may have an influence on the R&D for Specialist Technology Products. Our
Directors confirm that they are not aware of any legal, arbitral or administrative proceedings
of infringement of any third parties’ intellectual property rights by us as of the Latest
Practicable Date. See “Risk Factors — Risk Relating to Our Intellectual Property Rights.”
DATA SECURITY AND PRIV ACY
During the Track Record Period and up to the Latest Practicable Date, our users are
enterprises rather than individuals, and our solutions are deployed on our customers’ own
on-premises infrastructure and operated exclusively within customer-controlled environments,
with all data processing activities being carried out under our customers’ exclusive
management.
When we provide our FastData or FastAGI solutions to our customers, the purposes, the
types, and scope of data processing are all determined and conducted upon the customers’
instructions and requirements. All data processing takes place exclusively within the
customers’ own environments and systems. In the above cases, we do not collect any data from
our customers, nor do we store or own any of such data that is being processed or has been
processed. Upon delivery of the product solutions, customers obtain the datasets suitable for
large model development or customized large model products, while we retain a series of
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source code files. These source code files embed the engineered capabilities with respect to the
iterative optimization and continuous improvement, which our platform has developed in the
course of serving our customers. The source code files do not contain any customer data nor
personal information.
Our Deepexi enterprise large model platform provides businesses with customized AI
solutions by leveraging and enhancing open-source foundation models such as DeepSeek and
Qwen. Our end-to-end platform enables organizations to develop secure, proprietary AI models
tailored to their specific needs while maintaining full control over their data and intellectual
property. Before we use the open-source foundation models for training and fine-tuning our
Deepexi Enterprise Large Model Platform (the Commercial Use ), we will verify the license
agreements of those open-source foundation models, typically published alongside those
models, to ensure there are no restrictions on Commercial Use. Our PRC legal advisor has
advised us that the current PRC laws do not prohibit the business arrangement pattern of the
Commercial Use based on the license agreements governing those open-source foundation
models. However, our PRC Legal Advisor has also advised us that, given that the laws and
regulations regarding AI industry are complex and evolving and that certain open-source
licenses have not been interpreted by competent administrative agencies or courts in the PRC,
the PRC government authorities may take a position contrary to the opinion of our PRC Legal
Advisor.
The model development process begins with adapting general-purpose AI models to
specialized business applications. Using client-provided data in private, secure environments,
our platform fine-tunes these models through proven training techniques. The system
continuously evaluates and improves model performance, ensuring optimal accuracy for
enterprise use cases ranging from customer support to document processing. For deployment,
we offer optimized inference engines that deliver reliable, production-ready AI capabilities that
integrate seamlessly with existing IT infrastructure.
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The following illustrates the training process of enterprise-specific large models and the
sources of data used for each step, all of which is carried out at customers’ own on-premises
infrastructure, and no customer data is stored on or processed by our own systems to ensure
maximum security of customer’s data.
Further training
and fine-tuning
Open-source public datasets
and Q&A pairs
generated therefrom
Our proprietary training materials
(generalized insights and knowledge
applicable to different industry),
drafted in-house
Training and
fine-tuning
Filtered,
processed and
refined by us
Enterprise-specific large models
Customer’s own data,
business processes and logic,
and industry-specific data
obtained by the customer
Deepexi enterprise large model
Open-source foundation models
such as DeepSeek, Qwen
In the form of SQL
codes and textual
descriptions
Specifically, when delivering FastAGI solution to customers, we will run our Deepexi
enterprise large model locally within the customer’s environment and systems. The Deepexi
enterprise large model is our self-developed large model, trained and developed on the basis
of open-source foundational large models. The data sources we use to train our Deepexi
enterprise large model include proprietary data and public data:
 proprietary data refers to the technical solutions for specific business scenarios, the
format of which are SQL (Structured Query Language) codes or textual descriptions.
Such data is written by our employees and constitutes the primary source of training
data, and we maintain complete ownership of the resulting intellectual property.
 public data refers to such data we obtain from open-source datasets from reputable
sources such as Hugging Face or Github, all properly licensed for commercial use
at no cost, as well as the question-answer pairs generated therefrom.
Neither type of data that we used as training data as mentioned above contains the data
of our customer or personal information. To ensure the legality of our training data sources, we
have implemented the following measures: (1) before acquiring the public data from any
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specific open-source dataset, we will verify the license agreement of such public datasets to
ensure there are no restrictions on commercial use; (2) we clean and refine such public data to
eliminate any potential personal information and to avoid using data marked with a “copyright”
notice.
In providing deployment, testing and maintenance services for our FastData and FastAGI
solutions on customers’ on-premises infrastructure, we may assign personnel to customer sites
under confidentiality agreements. Where requested by the customer, our on-site personnel may
participate in data processing activities conducted by the customer through use of our products.
Such participation is strictly limited to:
 Processing performed exclusively on the customer’s local equipment; and
 Activities necessary for and within the scope of services provided under our service
contract.
Under such arrangement, the customers determine the purposes and methods of all data
processing. Therefore, in accordance with the Cyber Data Security Regulations and the
Personal Information Protection Law, the customers (rather than us) are the data processor,
while we act solely as the entrusted party, an entity entrusted by our customers to process
personal information on their behalf for the purposes of their data processing activities. As part
of the services we provide to our customers, we participate in the customers’ data processing
activities as an entrusted party and we acquire consents from our customers for such
participation pursuant to our service contracts with the customers. Our customers are then in
turn responsible for obtaining the necessary consents from end users.
Our data collected and generated in the course of our business operation primarily include
our own source code, technical plan, financial data and human resource information. We store
all of the above data collected and generated in the course of business operations in Chinese
mainland without involving cross-border data transmission.
We attach the greatest importance to data security and protection. We have formulated an
Information Security Management System and adopted our standard protective measures
including confidentiality categorization, access control, data encryption and desensitization to
prevent unauthorized access, leakage, improper use or modification of, damage to or loss of
data. To be precise:
 We have implemented internal policies and guidelines in relation to data compliance
management, classification and grading and information security incident
management. Our internal control guidelines cover the full lifecycle of data
processing including data collection, data encryption and transportation, data
storage security, data backup and recovery, data processing, proper use of data, and
data destruction and disposition.
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 We implement internal authorization and authentication procedures and policies,
which require that our employees only have access to data which is directly relevant
and necessary for their responsibilities and for limited purposes and are required to
verify authorization beyond such scope. We also implement corresponding
authorization and authentication system to ensure that our confidential and
important data can only be accessed for authorized use and by authorized personnel.
 We have established the information security management unit. The unit is
responsible for formulating data and information security strategies, and decision-
making in important data and information security incidents.
 We use firewalls, anti-malware, network security protection applications at both
software and hardware levels to protect data privacy and securely store such data.
To minimize the risk of data loss or leakage, we conduct regular data backup and
data recovery tests. If we find any server operating system with any security
loopholes, we will upgrade the security protection to ensure the security of all server
systems and applications.
 We adopted and provided our data usage and privacy policy for our Deepexi large
model, which described our data security and personal information protection
practices.
As a proof of the security and reliability of our data protection technologies, we have
completed various information security, privacy and compliance certifications/validations. For
example, in November 2023 and March 2025, we have obtained the level three for Level
Guarantee Certificate (Information System Security Level Protection Filing Certificate) and in
November 2024, we passed ISO27001 (international standard for information security) and
obtained the “Information Safety Management System Certification”. During the Track Record
Period, we are not aware of any investigation, penalty or legal proceedings against us with
respect to cybersecurity, data and personal information protection.
During the Track Record Period and up to the Latest Practicable Date, (i) 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,
(ii) there had been no investigation or other legal proceeding pending or threatened against us
initiated by competent government authorities or third parties with respect to cybersecurity,
data and personal information protection, and (iii) we had not experienced material leakage of
personal information in relation to laws and regulations of cybersecurity, data protection and
personal information protection. Based on the above, as well as that (i) the Company currently
does not directly obtain or store customer’s data in its primary business; (ii) the Company has
implemented internal policies and technological measures on protecting cybersecurity, data
security and personal information; and (iii) the Company will continuously pay close attention
to the legislative and regulatory development in cybersecurity, data protection, personal
information protection and the legality use of the training data, maintain ongoing
communication with relevant government authorities and implement all necessary measures in
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a timely manner to ensure continuous compliance with the relevant laws and regulation, our
PRC Legal Advisor is of the view that, during the Track Record Period and up to the Latest
Practicable Date, (i) the Company has implemented compliance measures concerning
cybersecurity, data protection and personal information protection in accordance with the
requirements of relevant cybersecurity, data and personal information protection laws and
regulations in all material aspects and (ii) has complied with the relevant data protection and
privacy, and cybersecurity regulations in all material aspects. See “Risk Factors — Risks
Relating to Our General Operations — We may be subject to complex and evolving laws and
regulations regarding privacy and data protection. Actual or alleged failure to comply with
cybersecurity and data protection and personal information protection laws and regulations
could damage our reputation, deter current and potential customers from using our solutions
and could subject us to significant legal, financial and operational consequences.”
SALES AND MARKETING
We have built a professional sales and marketing team with industry insights and
extensive industry experience, allowing them to proactively identify market opportunities and
effectively communicate the value of our technologies and the performance of our solutions.
We primarily engage in direct sales with our customers. During the Track Record Period and
up to the Latest Practicable Date, we operated within China and did not export our products
overseas, and our PRC Legal Advisor confirms that we did not violate the applicable PRC
sanctions and export control laws and regulations.
As of June 30, 2025, our sales and marketing team comprised 70 employees. We have
established sales offices in major cities in mainland China. Through these sales offices, we
have extended our reach to almost all provinces in Mainland China. Leveraging its deep
industry experiences, our sales and marketing team identifies market trends and customers’
demands thoroughly and simultaneously works closely with our R&D team to ensure that they
can accurately address customer pain points and deliver products and services to the
customers’ satisfaction in a timely manner.
Certain members of our sales and marketing team are responsible for serving our key
customers, and such arrangement allows us to maintain close relationships with such
customers, understand and anticipate their needs and identify new business opportunities. This
arrangement enables us to continuously enrich our offerings, improve our capabilities and
promote wider adoption of our solutions, thus generating more revenues and driving
sustainable growth of our business.
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The following flowchart illustrates the process from customer acquisition to aftersales
services, including the roles of outsourced service providers:
Aftersales
maintenance
services (in-house
performed)/
warranty period
(usually 1 year)
Customer Acquisition
Solution delivery to
customer and local
deployment
Outsourced onsite deployment services (1)
(as needed)
Our FastData/FastAGI solution
Procured hardware/software
(as needed)
In-house developed data,
model and application
engineering technologies,
software and algorithms
Outsourced data labelling
and solutions testing
services(2)
(as needed)
(usually 1 y
Customer Acquisition
Solution design
(in-house performed)
and contract signing
Solution delivery to
customer and local
deployment(3)
Customer acceptance
and revenue
recognition(4)
Outsourced onsite deployment services (1)
(as needed)
Our FastData/FastAGI solution
Procured hardware/software
(as needed)
In-house developed data,
model and application
engineering technologies,
software and algorithms
Outsourced data labeling
and solutions testing
services(2)
(as needed)
2 ~ 8
months
2 ~ 6
months
2 ~ 8
months
2 ~ 6
months
Notes:
(1) Associated costs are recorded under cost of sales.
(2) Associated costs are recorded under R&D expenses.
(3) Solutions are typically delivered as a software platform or sometimes a combination of software and hardware
(Fast5000E) depending on customer needs. During the deployment process, our software is installed on the
customer’s cloud servers or local hardware, testing is conducted, then our solution is connected to customer’s
existing business systems either through standard APIs or custom system adjustments.
(4) Revenue is recognized at a point in time when the software platform and related services are delivered to the
customer’s designated place, inspected and accepted by the customer.
Pricing
We determine the price of our solutions based on a number of factors, including (i) our
cost structure, including the cost of software and hardware components and research and
development expenses; (ii) the level of customization and technical requirements of each
solution, such as the functions required and the complexity of the solutions; and (iii) the
comparable market prices in light of the competitive landscape. By maintaining open
communications with our customers on the pricing of our solutions, we strive to provide
competitive pricing for our customers. We typically charge our customers a fixed total price on
a project basis. During the Track Record Period, the average fee per project was approximately
RMB1.8 million for FastData solution engagements and approximately RMB3.5 million for
FastAGI solution engagements.
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Our solutions typically include both customized and standardized portions, and we charge
customers as a bundle taking into consideration numerous factors such as customer
requirements, negotiations with customers, discounts for large purchases, among others. For
customers that require customization, adjustments or need for on-site deployment on top of the
standard offerings, we will evaluate the costs associated with such customization and on-site
deployment and provide a quote for customers, subject to negotiations. During the Track
Record Period, the price range of our solutions sold to our KA customers range from
approximately RMB1.5 million to RMB7.0 million.
Marketing and Branding
We have employed a marketing and branding strategy by utilizing various channels to
reach potential customers, including in-person and online events, content marketing, partner
marketing, developer outreach, social media and public relations. We have hosted and
participated in various offline events, such as industry conferences, product launch events and
developer forums to showcase customer success stories and developer breakthroughs and to
deepen industry connections. Such high-profile events allow us to demonstrate how AI
applications can empower public and private sectors. In addition, we further enhance
awareness of our brand and promote our new and existing products and services through online
channels. Examples of such efforts include regular sharing on our social media platforms and
interacting with developers through code-sharing platforms.
CUSTOMERS
We primarily sell our solutions to customers in China (including Hong Kong) across
sectors such as consumer goods, manufacturing, healthcare and transportation, among others,
and all of our revenue during the Track Record Period was generated from China (including
Hong Kong). The majority of our customers are end users of our products and services, while
some of our customers are system integrators. Some end users for our solutions engage system
integrators when selecting suppliers and solution providers. Such system integrators help end
users by directly negotiating with a large number of suppliers or solution providers, although
in most cases the end users will also need to approve and confirm the suppliers selection.
Although a portion of our customers are system integrators, not end users, we do not believe
our business model is a distributorship model. As stated above, system integrators are not
distributors that we engage to broaden our sales channels; rather, they are agents selected by
our end users to implement their projects, and the ultimate decisions as to which service
provider to choose are primarily made by the end users. Regardless of whether our contracts
were entered into directly with our end users or with system integrators, there is no material
disparity in contract terms and the scope of our services. When we enter into a contract with
a system integrator, we recognize such system integrator, instead of the relevant end user, as
our customer. This practice of engaging system integrators selected by end users to implement
projects is an industry norm in the AI industry and not considered as a distributorship model,
according to Frost & Sullivan. As such, we do not believe system integrators to be our
distributors, and do not believe their involvement as our direct customers raises any concern
in relation to inventory risk, cannibalization or recoverability of accounts receivables.
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Revenue from our five largest customers in each year/period during the Track Record
Period was RMB43.5 million, RMB58.8 million, RMB74.2 million and RMB41.9 million in
2022, 2023, 2024 and the six months ended June 30, 2025, respectively, accounting for 43.3%,
45.6%, 30.5% and 31.7% of our total revenue for the same periods, respectively. Revenue from
our largest customer in each year/period during the Track Record Period was RMB20.9 million,
RMB15.8 million, RMB18.9 million and RMB9.4 million in 2022, 2023, 2024 and the six
months ended June 30, 2025, respectively, accounting for 20.8%, 12.2%, 7.8% and 7.1% of our
total revenue for the same periods, respectively. See “Risk Factors — Risk Relating to the
Commercialization of Our Solutions — If we fail to retain existing customers, attract new
customers or increase the spending by existing customers, our business, financial condition and
prospects may be materially and adversely affected.”
The tables below set forth the information of our top five customers in each year/period
during the Track Record Period:
Y ear ended December 31, 2022
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer A /H1118/H1118A public company
located in
Chongqing, China
and listed on
Shenzhen Stock
Exchange,
operating in the
manufacturing
industry and
primarily
engaging in R&D,
production and
sales of
automobiles.
FastData solution
for customer’s
digital marketing
and vehicle
R&D systems
20,946 20.8 2022 30 days Telegraphic
transfer
BUSINESS
– 250 –


--- page 261 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer B /H1118/H1118A state-owned
company located
in Guangdong,
China, operating
in the
transportation
industry and
primarily
engaging in
digital logistics
services.
FastData solution
for the
customer’s
carbon emission
management
platform
8,102 8.1 2020 30 days Telegraphic
transfer
Customer C /H1118/H1118A state-owned
company located
in Jiangsu, China,
operating in the
cultural and
tourism industry
and primarily
engaging in
developing and
operating cultural
tourism
destinations.
FastData solution
for the
customer’s smart
tourism and data
platform
4,950 4.9 2020 30 days Telegraphic
transfer
Customer D /H1118/H1118A limited liability
company located
in Zhejiang,
China, operating
in the consumer
goods industry
and primarily
engaging in
production and
sales of cleaning
and personal care
products.
FastData solution
for the
customer’s
enterprise-wide
data intelligence
platform
4,912 4.9 2022 30 days Telegraphic
transfer
BUSINESS
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--- page 262 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer E /H1118/H1118A limited liability
company located
in Beijing, China,
operating as a
system integrator
and primarily
engaging in
comprehensive
e-commerce
services.
FastData solution
for end users’
e-commerce
operations
system
4,591 4.6 2020 30 days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118 43,501 43.3
Y ear ended December 31, 2023
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer F /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
in the consumer
goods industry
and primarily
engaging in
IT system
development.
FastData and
FastAGI
solutions for the
customer’s end-
to-end
merchandise
operations
system
15,775 12.2 2021 Ten
days
Telegraphic
transfer
BUSINESS
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--- page 263 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer G /H1118/H1118A limited liability
company located
in Sichuan,
China, operating
in the consumer
goods industry
and primarily
engaging in the
R&D and sales of
health
management
products and
services.
FastData solution
for the
customer’s
enterprise data
management and
analytics system
13,546 10.5 2019 90 days Telegraphic
transfer
Customer H /H1118/H1118A state-owned
limited liability
company located
in Sichuan,
China, operating
as a system
integrator and
primarily
engaging in the
development,
manufacture and
sales of electrical
equipment.
FastData solution
for end users’
enterprise data
platform and
production
management
system
11,214 8.7 2020 20 days Telegraphic
transfer
Customer I /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
as a system
integrator and
primarily
engaging in
network
technology R&D
and software
development.
FastData solution
for end users’
intelligent
marketing and
customer
lifecycle
management
system
9,185 7.1 2023 20 days Telegraphic
transfer
BUSINESS
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--- page 264 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer A /H1118/H1118A public company
located in
Chongqing, China
and listed on
Shenzhen Stock
Exchange,
operating in the
manufacturing
industry and
primarily
engaging in R&D,
production and
sales of
automobiles.
FastData solution
for the
customer’s
digital marketing
and vehicle
R&D systems
9,099 7.1 2022 30 days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118 58,819 45.6
Y ear ended December 31, 2024
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer J /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
in the
manufacturing
industry and
primarily
engaging in
network
technology
services.
FastData and
FastAGI
solutions for the
customer’s
cross-border
e-commerce
system
18,910 7.8 2024 20 days Telegraphic
transfer
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--- page 265 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer K /H1118/H1118A limited liability
company located
in Jiangsu, China,
operating in the
energy industry
and primarily
engaging in sales
and service of
computers,
network products
and equipment,
software products
and systems,
wires and cables,
and computer
accessories.
FastAGI solution
for the
customer’s
energy
knowledge
system
15,044 6.1 2024 20 days Telegraphic
transfer
Customer A /H1118/H1118A public company
located in
Chongqing, China
and listed on
Shenzhen Stock
Exchange,
operating in the
manufacturing
industry and
primarily
engaging in R&D,
production and
sales of
automobiles.
FastData solution
for the
customer’s
digital marketing
and vehicle
R&D system
14,470 6.0 2022 30 days Telegraphic
transfer
BUSINESS
– 255 –


--- page 266 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer L /H1118/H1118A limited liability
company located
in Jiangsu, China,
operating as a
system integrator
and primarily
engaging in big
data technology
development and
application.
FastAGI solution
for end users’
engineering
design system
13,628 5.6 2023 15 days Telegraphic
transfer
Customer M /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
in the
manufacturing
industry and
primarily
engaging in
software and IT
services.
FastData and
FastAGI
solutions to
support the
building of a
comprehensive
integrated
information
system
12,117 5.0 2024 30 days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118 74,170 30.5
BUSINESS
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--- page 267 ---
Six months ended June 30, 2025
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer N /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
in education
industry and
primarily
engaging in
information
technology
services.
FastData and
FastAGI
solutions for the
integrated
technology
solutions
9,434 7.1 2024 Seven
days
Telegraphic
Transfer
Customer O /H1118/H1118A limited liability
company located
in Jiangsu, China,
operating in the
electronic device
industry and
primarily
engaging in the
production,
assembly and
sales of electrical
equipment.
FastAGI solution
for the digital
power grid
system
9,113 6.9 2025 Seven
days
Telegraphic
Transfer
Customer P /H1118/H1118A limited liability
company located
in Guizhou,
China, operating
in the information
technology
industry and
primarily
engaging in the
traffic big data
mining and
analysis and
cloud computing
applications.
FastData solution
for the
intelligent
transportation
system
8,960 6.8 2025 20 days Telegraphic
Transfer
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--- page 268 ---
Customers Background Solutions provided Revenue
%o f
total
revenue
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Customer Q /H1118/H1118A limited liability
company located
in Jiangsu, China,
operating in the
information
technology
industry, and
primarily
engaging in
providing service
and solutions for
data center.
FastData and
FastAGI
solutions for the
integrated
technology
solutions
7,560 5.7 2025 Ten
days
Telegraphic
Transfer
Customer F /H1118/H1118A limited liability
company located
in Guangdong,
China, operating
in the consumer
goods industry
and primarily
engaging in IT
system
development.
FastData and
FastAGI
solutions for
information
systems in
footwear and
apparel industry
6,842 5.2 2021 Ten
days
Telegraphic
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118 41,909 31.7
During the Track Record Period, Customer C, whose subsidiary is a 10% associate of our
Company, was among our five largest customers in 2022. As of the Latest Practicable Date and
save as disclosed, none of our Directors, their respective close associates or any of our
shareholders (who, to the knowledge of our Directors, owned more than 5% of our issued share
capital) had any interest in any of our five largest customers in each year/period during the
Track Record Period.
BUSINESS
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--- page 269 ---
Salient Terms of Agreements with Customers
The salient terms of our standard sales agreements for our solutions during the Track
Record Period are set out below:
 Product specifications . Our customers typically set forth specific product
specification requirements for products ordered, such as solution name, model,
configuration and features.
 Term. We typically enter into contracts with a duration of one year. However, the
specific term may be determined on a case-by-case basis depending on the nature of
the engagement.
 Payment and credit term . We generally charge a fixed total price for the agreement.
The customer shall make payments in installments according to the agreed-upon
milestones. Customers typically make an initial proportion of the total agreement
value payable upon execution (usually around 30%), followed by subsequent
installments tied to the achievement of key milestones, such as 30% upon system
go-live, with approximately 30% due upon satisfactory acceptance of the
deliverables. The remaining balance is retained as a warranty payment and is paid
upon full expiration of the warranty period. We typically offer a 20-day credit term
for each payment milestone.
 Warranty. The warranty period generally lasts for one year after the product or
solution was accepted by the customer.
 Intellectual Property . Each party shall retain ownership of the intellectual property
rights it possessed prior to the execution of this contract. We retain ownership of the
intellectual property rights related to the products we provide, including the
embedded software. Any intellectual property generated during the performance of
this contract shall be jointly owned by both parties.
 Confidentiality . All confidential information provided by us shall not be disclosed
to any third party.
 Termination . The contract automatically terminate once all parties have fulfilled
their respective obligations. We also reserve the right to unilaterally terminate the
contract by written notice if the customer fails to make milestone payments within
a specified grace period. In the event of a force majeure lasting beyond a certain
duration, both parties may negotiate to decide whether to terminate the contract.
During the Track Record Period, we did not experience any material breach of agreements
with our customers.
BUSINESS
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--- page 270 ---
SUPPLIERS
Our suppliers primarily comprise technology and IT companies. Purchases from our five
largest suppliers in each year/period during the Track Record Period were to RMB20.2 million,
RMB15.5 million, RMB57.3 million and RMB33.3 million in 2022, 2023, 2024 and the six
months ended June 30, 2025, respectively, representing 43.3%, 33.7%, 41.9% and 37.9% of our
total purchases for the same periods, respectively. Purchases from our largest supplier in each
year/period during the Track Record Period were RMB6.2 million, RMB4.4 million, RMB13.1
million and RMB9.1 million in 2022, 2023, 2024 and six months ended June 30, 2025,
respectively, representing 13.2%, 9.5%, 9.6% and 10.3% of our total purchases for the same
periods, respectively. See “Risk Factors — Risks Relating to Our General Operations — We
engage third party suppliers for certain software, hardware and services, which may subject us
to supply chain risks.”
The tables below set forth the basic information of our Group’s top five suppliers in each
year/period during the Track Record Period:
Y ear ended December 31, 2022
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier A /H1118/H1118A limited liability
company located
in Guangdong,
China, primarily
engaging in office
software and
network
application
services.
On-site
deployment
6,194 13.2 2021 30 days Telegraphic
transfer
Supplier B /H1118/H1118A state-owned
company located
in Chongqing,
China, primarily
engaging in
communication
network
construction and
maintenance and
information
system integration
On-site
deployment
4,387 9.4 2022 30 days Telegraphic
transfer
BUSINESS
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--- page 271 ---
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier C /H1118/H1118A limited liability
company located
in Shanghai,
China, primarily
engaging in
traveling
business.
Corporate
travel
services
3,561 7.6 2021 27 days Telegraphic
transfer
Supplier D /H1118/H1118A limited liability
company located
in Guangdong,
China, primarily
engaging in IT
consultant
services and IT
system
development.
On-site
deployment;
Data
labeling
and
solution
testing
3,109 6.7 2021 15 days Telegraphic
transfer
Supplier E /H1118/H1118A joint stock
company with
limited liability
located in
Guangdong,
China, primarily
engaging in
software
development and
technological
service.
On-site
deployment
2,978 6.4 2021 Ten days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118 20,229 43.3
BUSINESS
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--- page 272 ---
Y ear ended December 31, 2023
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier F /H1118/H1118A limited liability
company located
in Shanghai,
China, primarily
engaging in
Infrastructure
system
development and
integration.
Software and
hardware
4,381 9.5 2023 60 days Telegraphic
transfer
Supplier G /H1118/H1118A limited liability
company located
in Guangdong,
China, primarily
engaging in
enterprise
management and
information
solution
development and
application.
On-site
deployment
4,221 9.2 2023 30 days Telegraphic
transfer
Supplier C /H1118/H1118A limited liability
company located
in Shanghai,
China, primarily
engaging in
traveling
business.
Corporate
travel
services
2,514 5.5 2021 27 days Telegraphic
transfer
Supplier H /H1118/H1118A limited liability
company located
in Liaoning,
China, primarily
engaging in
software and IT
services.
On-site
deployment
2,206 4.8 2023 15 days Telegraphic
transfer
BUSINESS
– 262 –


--- page 273 ---
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier E /H1118/H1118A limited liability
company located
in Guangdong,
China, primarily
engaging in IT
consultant
services and IT
system
development.
On-site
deployment
2,151 4.7 2021 Ten days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118 15,473 33.7
Y ear ended December 31, 2024
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier I /H1118/H1118/H1118A joint stock
company with
limited liability
located in
Sichuan, China,
primarily
engaging in
software
development and
application.
On-site
deployment;
Software
and
hardware;
Data
labeling
and
solution
testing
13,093 9.6 2024 Seven
days
Telegraphic
transfer
Supplier J /H1118/H1118/H1118A limited liability
company located
in Shanghai,
China, primarily
engaging in IT
network and
security product
planning and IT
infrastructure
system
construction.
Software and
hardware
12,743 9.4 2024 120 days Telegraphic
transfer
BUSINESS
– 263 –


--- page 274 ---
Suppliers Background
Products/
services
purchased
Purchase
amount
%o f
total
purchases
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier K /H1118/H1118A joint stock
company with
limited liability
located in
Guangdong,
China, primarily
engaging in
software system
development and
application.
On-site
deployment;
Data
labeling
and
solution
testing
12,616 9.2 2024 30 days Telegraphic
transfer
Supplier L /H1118/H1118A joint stock
company with
limited liability
located in
Jiangsu, China,
primarily
engaging in
software system
development and
application.
Software and
hardware
10,195 7.4 2024 20 days Telegraphic
transfer
Supplier M /H1118/H1118A joint stock
company with
limited liability
located in
Beijing, China,
primarily
engaging in
software system
development and
application.
On-site
deployment;
Data
labeling
and
solution
testing
8,679 6.3 2024 15 days Telegraphic
transfer
Total /H1118/H1118/H1118/H1118/H1118 57,327 41.9
BUSINESS
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--- page 275 ---
Six months ended June 30, 2025
Suppliers Background
Product/services
purchased
Purchase
amount
%o f
total
purchase
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier L /H1118/H1118/H1118A joint stock
company with
limited liability
located in
Jiangsu, China,
primarily
engaging in
software and
cloud platform
development.
Software and
hardware
9,076 10.3 2024 20 days Telegraphic
Transfer
Supplier N /H1118/H1118A limited liability
company located
in Sichuan,
China, primarily
engaging in
providing cloud
service for media
sector.
Software and
hardware
7,503 8.5 2025 120
days
Telegraphic
Transfer
Supplier O /H1118/H1118A limited liability
company located
in Chongqing,
China, primarily
engaging in
providing
information
technology and
IoT services.
Cloud resources 6,415 7.3 2025 Seven
days
Telegraphic
Transfer
BUSINESS
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--- page 276 ---
Suppliers Background
Product/services
purchased
Purchase
amount
%o f
total
purchase
Y ear of
commencement
of business
relationship
Credit
terms
Payment
method
(RMB’000)
Supplier P /H1118/H1118/H1118A public company
located in
Beijing, China,
primarily
engaging in
providing
artificial
intelligent-based
human resource
solutions.
Data labeling and
solution testing
5,714 6.5 2025 Ten
days
Telegraphic
Transfer
Supplier Q /H1118/H1118A limited liability
company located
in Jiangsu, China,
primarily
engaging in
providing
manufacturing,
sales, technical
consulting
services and data
services in power
and energy saving
sector.
Data labeling and
solution testing
4,627 5.3 2021 30 days Telegraphic
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118 33,335 37.9
As of the Latest Practicable Date, none of our Directors, their respective close associates
or any of our shareholders (who, to the knowledge of the Directors, owned more than 5% of
our issued share capital) had any interest in any of our five largest suppliers in each year/period
during the Track Record Period.
Procurement
We procure certain software, hardware and services such as data labeling, solutions
testing and on-site deployment services from qualified suppliers to maintain quality standards
and optimize our cost structure. We have a dedicated team to procure raw materials and
components to meet our specific requirements. On-site deployment primarily involves the
installation and deployment of our solutions and integration with the customer’s business
systems, as well as testing and validation. While we are capable of performing such services
by ourselves, for less complex deployments that require relatively little customization for the
BUSINESS
– 266 –


--- page 277 ---
customer, we may engage outsourced providers for on-site deployment since such process is
relatively standardized and labor intensive. During the on-site deployment process, we would
have our own staff members on-site for supervision and management, regardless of whether we
engage outsourced providers for the on-site deployment services.
Selection and Engagement of Suppliers
When selecting suppliers, we take into account a number of factors, including the
suppliers’ background, technical capability, quality, cost, production capability and delivery
efficiency. We have implemented a supplier management system that defines the admission of
suppliers, management of qualified suppliers and termination of unqualified suppliers to ensure
the efficiency of our supplier management.
We carry out performance assessments to ensure the product quality and service of our
suppliers and inform the suppliers of our assessment result and rectification requirements. In
addition, we conduct examinations on the deliverables to ensure the consistency of the high
quality of our solutions. If certain deliverables fail to meet our stringent testing standards, we
are entitled to request the return of such raw materials and components.
We also collaborate with multiple suppliers to ensure a stable supply. In addition, we
implement measures such as raising supplier entry standards and conducting regular
evaluations of supplier qualifications to ensure the suppliers’ supply capacity and maintain the
stable supply. During the Track Record Period and up to the Latest Practicable Date, we did
not experience shortages of, our software, hardware and services that materially affected our
operations.
Salient Terms of Agreements with Suppliers
The salient terms of our standard purchase contract with AI hardware developers during
the Track Record Period are set out below:
Specifications. The product name, specification, price, quantity, delivery timeline and
other detailed items are specified in the agreements.
Payment and delivery. We are responsible for timely payment, typically through down
payments followed by the remaining balance within several days of acceptance provided no
major defects exists. We usually accept delivery either at the Supplier’s site or at our site. If
delivery is made at the Supplier’s site, we will handle transportation and bear the relevant
costs. If delivery is made to our site, the Supplier will be responsible for delivery and its
associated costs.
Quality control. If products are found non-compliant after acceptance, we will provide
written objection to the Supplier, who must resolve the issue within a specified period after
receiving the written notice.
BUSINESS
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--- page 278 ---
Quality Guarantee. Suppliers typically offer a three-year warranty period.
Confidentiality. Suppliers are obligated to maintain the confidentiality regarding
specifications and any related information learned during contract negotiation and execution.
Termination. We are entitled to terminate the contract if the delivery is delayed for more
than a number of days agreed upon, or by other means as set forth in the agreement.
The salient terms of our standard purchase contract with software providers during the
Track Record Period are set out below:
Specifications. The product name, price, quantity, delivery timeline and other detailed
items are specified in the agreements.
Payment and delivery. We are responsible for timely payment, typically through
milestone payments followed by the remaining balance within several days of acceptance
provided no major defects exists. Suppliers are responsible for delivery by providing download
files and license keys via email after receiving our initial payment. Suppliers are also
responsible to complete the project within the prescribed time period.
Quality Guarantee. Suppliers typically offer an one-year warranty period. During the
maintenance period, suppliers are responsible for software updates, reinstallation and
providing operational guidance services. Suppliers may provide on-site maintenance or remote
control maintenance depending on the situation.
Confidentiality. Both the Suppliers and us shall keep confidential information obtained
during the discussion and execution of the contract confidential. Unless otherwise obtained
prior consent from the other party, no confidential information shall be disclosed to any third
party. Compensation shall be made for any losses caused to the other party due to a breach of
confidentiality.
Intellectual Property. Supplier proprietary technology used in the development of the
software shall remain the property of the supplier. All intellectual property generated by us
using the software and database shall belong to us.
Termination. We are entitled to terminate the contract if the delivery is delayed for more
than a number of days agreed upon, or by other means as set forth in the agreement.
BUSINESS
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OVERLAPPING OF CUSTOMERS AND SUPPLIERS
Customer E, one of our five largest customers in 2022, was also a supplier during the
Track Record Period. Customer E contributed to 4.6%, nil, nil and nil of our revenue in 2022,
2023, 2024 and six months ended June 30, 2025, respectively, and 0.1%, nil, nil and nil of our
purchase amounts in the same periods, respectively. We sold our FastData solution to Customer
E during the Track Record Period. As a separate and independent matter, we also procured
cloud services from Customer E during the Track Record Period.
Customer K, one of our five largest customers in 2024, was also a supplier during the
Track Record Period. Customer K contributed to nil, nil, 6.1% and nil of our revenue in 2022,
2023, 2024 and six months ended June 30, 2025, respectively, and nil, nil, nil and 1.9% of our
purchase amounts in the same periods. We sold our FastAGI solution to Customer K during the
Track Record Period. As a separate and independent matter, we also procured computing power
resource service from Customer K during the Track Record Period.
Customer L, one of our five largest customers in 2024, was also a supplier during the
Track Record Period. Customer L contributed to nil, nil, 5.6% and nil of our revenue in 2022,
2023, 2024 and six months ended June 30, 2025, respectively, and nil, nil, 0.6% and nil of our
purchase amounts in the same periods. We sold our FastAGI solution to Customer L during the
Track Record Period. As a separate and independent matter, we also procured technology
service from Customer L during the Track Record Period.
Supplier Q, one of our five largest suppliers in the six months ended June 30, 2025, was
also a customer during the Track Record Period. Supplier Q contributed to nil, nil, nil and 3.2%
of our revenue in 2022, 2023, 2024 and six months ended June 30, 2025, respectively, and nil,
nil, nil and 5.3% of our purchase amounts in the same periods. We procure technology service
and cloud service from Supplier Q during the Track Record Period. As a separate and
independent matter, we also sold our FastAGI solution to Supplier Q during the Track Record
Period.
All of our sales to and purchases from Customer E, Customer K, Customer L and Supplier
Q were conducted in the ordinary course of business under normal commercial terms and on
arm’s length basis.
QUALITY CONTROL
We are committed to maintaining the highest level of quality in our solutions. We have
designed and implemented a quality management system that provides the framework for
continuous improvement of products and processes. We have also implemented a management
review control process to conduct regular systematic reviews of our quality management
system, in order to closely monitor the implementation of our quality management system.
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any material complaints, product liability claims or product returns in relation to
our solutions.
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R&D Activities
We develop our solutions in accordance with the requirements of relevant laws and
regulations and industry practices as well as our internal quality control procedures. We
conduct a series of rigorous evaluation and validation processes during the whole process of
our R&D activities to ensure quality of our solutions. Specifically, (i) in the initiation phase,
we conduct thorough market research to assess potential demand and project viability; (ii) in
the planning phase, we develop a detailed project plan and conduct analyses to establish project
strategies; (iii) in the development and validation phase, we implement our solutions, and test
and validate the results; and (iv) in the closing phase, we summarize the lessons learned report.
Supply Chain Management
We maintain a structured supplier management framework that ensures oversight through
clearly defined roles and responsibilities. Our procurement department serves as the central
coordinating body, maintaining supplier records and facilitating performance evaluations.
Concurrently, our project teams conduct operational supervision through overseeing
contractual compliance and milestone approvals, validating quality and security standards, and
testing deliverables against our specifications.
Our supplier management framework incorporates regular performance assessments,
phased deliverables review and continuous feedback mechanisms. This integrated approach
ensures accountability, combining technical validation with contractual and operational
governance to optimize supplier management and project outcomes.
COMPETITION
The market size of enterprise AI application solution in China, in terms of revenue,
reached RMB38.6 billion in 2024, and it is expected to reach RMB239.4 billion in 2029 with
a CAGR of 44.0% from 2024 to 2029. Given the substantial scale of China’s enterprise AI
application solution market, we held a 0.6% market share in 2024.
The enterprise large model AI application market accounted for 15% of the overall
enterprise AI application solution market in 2024. The market size of enterprise large model
AI application solution, in terms of revenue, has reached RMB5.8 billion in 2024, and it is
expected to reach RMB52.7 billion in 2029 with a CAGR of 55.5% from 2024 to 2029. We
ranked fifth in China’s enterprise large model AI application solution market, in terms of
revenue in 2024, with a market share of 4.2%. The competitive landscape of the enterprise
large model AI application solution market in China is relatively concentrated, with the top five
providers accounting for 39.1% of the total market share in terms of revenue in 2024. Although
we believe that we have technological strengths, we may face competition from established
market players which may possess more resources and skills in R&D and sales and marketing.
See “Risk Factors — Risk Relating to the R&D of Our Solutions — The industry in which we
operate is characterized by constant development. If we fail to continuously improve our
technology and provide innovative solutions that meet the expectations of our customers, our
business, financial condition and prospects may be materially and adversely affected.”
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Competitive Landscape
We ranked fifth in China’s enterprise large model AI application solution market, in terms
of revenue in 2024, with a market share of 4.2%. Market share and ranking for China’s
enterprise large model AI application solution market is based on revenue attributable to the
enterprise large model AI application solution segment only.
Ranking Company Revenue
(RMB Million, 2024)
Market Share
(%, 2024)
1 Company A 640 11.0%
2 Company B 560 9.7%
3 Company C 420 7.3%
4 Company D 400 6.9%
5 The Company 243 4.2%
Ranking of Top Enterprise Large Model AI Application Solution Providers in China
Source: Frost & Sullivan
Notes:
(1) Company A, founded in 2000 in Beijing, is a public company listed on both Hong Kong Stock Exchange and
NASDAQ. Company A is an AI company that offers a wide range of products and services including mobile
internet services, cloud services, intelligent driving and among others to both enterprise-grade customers and
individual customers based on various monetization method such as project-based method or subscription-
based method. Company A has less than 40 thousand employees as of December 31, 2024.
(2) Company B, founded in 1999 in Hefei, is a public company listed on Shenzhen Stock Exchange. Company B
is an AI company primarily adopting intelligent audio technology, which provides a wide range of services
including intelligent education services, consumer services, smart city business, enterprise AI solutions and
among others to both enterprise-grade customers and individual customers based on various monetization
method such as project-based method or sales of products. Company B has approximately 5,000 employee as
of December 31, 2024.
(3) Company C, founded in 1999 in Hangzhou, is a public company listed on both the Hong Kong Stock Exchange
and the New Y ork Stock Exchange. Company C provides a wide range of services across cloud and AI services,
logistics services, local lifestyle services, entertainment services, and e-commerce services to both enterprise-
grade customers and individual customers based on a variety of monetization method such as project-based
method or take rate-based method. Company C has less than 200 thousand employee as of December 31, 2024.
(4) Company D, founded in 2014 in Hong Kong, is a public company listed on the Hong Kong Stock Exchange.
Company D is an AI company primarily adopting computer vision technology, which primarily provides
computer vision AI solutions, automobile solutions, computing infrastructure solutions and among others to
enterprise-grade customers based on project-based monetization method. Company D has less than 5,000
employees as of December 31, 2024.
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EMPLOYEES
We believe that our professional workforce is the driving force of our long-term growth.
As of June 30, 2025, we had 363 full-time employees. The following table sets forth the
number of our employees by function as of the dates indicated:
Employee Function
As of December 31, As of June 30,
2022 2023 2024 2025
Number of
employees
%o f
Total
Number of
employees
%o f
Total
Number of
employees
%o f
Total
Number of
employees
%o f
Total
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118238 53.9 182 48.8 143 44.3 147 40.5
Product Delivery /H1118/H1118/H1118/H111878 17.6 81 21.7 85 26.3 98 27.0
Sales and Marketing /H1118/H1118 68 15.4 60 16.1 49 15.2 70 19.3
Administration and
others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 13.1 50 13.4 46 14.2 48 13.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118442 100.0 373 100.0 323 100.0 363 100.0
During the Track Record Period, we strategically adjusted our human resources in
alignment with our business development phases. In 2022, 2023, 2024 and six months ended June
30, 2025, we dismissed 233, 151, 101 and 18 employees, respectively, and 123, 56, 23 and 20
employees resigned in the same periods. As advised by our PRC Legal Advisor, during the Track
Record Period and up to the Latest Practicable Date, (i) we were not involved in any material
litigation relating to the dismissal of employees, and (ii) we had not been and were not involved
in any non-compliance incidents in relation to the dismissal of employees that led to fines or
other penalties that could have a material adverse effect on our business, financial condition or
results of operations.
Our workforce adjustments during the Track Record Period were strategically planned to
align with our business development phases, including (i) optimizing certain roles driven by
efficiency considerations and implemented only after our product development and technical
capabilities had matured; (ii) executing targeted and planned personnel adjustment plan, with
reductions in mature projects and reinforcements in key emerging areas to ensure continuity in
critical technology developments; for example, as the FastData solution business line matured
and required less intensive resource allocation, while newer initiatives such as the FastAGI
solution business line (which began commercialization in 2023) demanded different skill sets,
we implemented a workforce adjustment accordingly; (iii) substantially improving our R&D
capabilities through improved engineering practices; (iv) establishing well-structured internal
control system governing the full process of human resource management, covering
recruitment, employee administration, compensation and incentives and resignation or
dismissal processes, supported by regular policy reviews, and (v) further strengthening our
team by recruiting and retaining AI algorithm experts, system architects and industry
specialists to maintain alignment between our technical advancement and product
competitiveness, primarily through initiatives including providing clear promotion pathway,
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establishing management trainee schemes to build our internal talent framework, granting
equity-based incentives and project-based incentives to R&D personnels, offering diversified
training programs, as well as maintaining competitive compensation schemes. Given the above,
our Directors are of the view and the Joint Sponsors concur that our historical workforce
adjustments did not have a material impact on our operations and financial conditions.
Our success depends on our ability to attract, retain and motivate qualified personnel, and
we believe that our high-quality talent pool is one of our core strengths. We adopt high
standards and strict procedures in our recruitment to ensure the quality of new hiring and use
various methods for our recruitment, including campus recruitment, online recruitment and
internal recommendation to satisfy our demands for different types of talents.
As required under PRC regulations, we participate in various employee social security
plans that are organized by applicable local municipal and provincial governments, including
housing, pension, medical, work-related injury, maternity and unemployment benefit plans.
During the Track Record Period, we did not make social insurance and housing provident fund
contributions for some of our employees in full and we engaged third-party agencies to pay
social insurance premium and housing provident funds for certain of our employees. As
advised by our PRC Legal Advisor, as long as we make full payment within the stipulated
deadline, if required by relevant authorities in the future, the likelihood that the relevant
competent authorities would collectively seek to recover the historically unpaid social
insurance from us and/or impose administrative penalties on us due to our failure to make full
payment of the social insurance is remote, and the likelihood that the competent authorities
would seek to recover the historically unpaid housing provident funds and/or impose any
administrative penalties on us due to our failure to make full payment of the housing provident
funds is remote, on the grounds that (i) during the Track Record Period and up to the Latest
Practicable Date, no material administrative action, fine or penalty had been imposed by the
relevant regulatory authorities with respect to the above incidents, contributions, nor had we
received any order or been informed to settle the under-contributions; 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 (஫࿏ໝྼ਷ਕ
ٝstrictly prohibits local authorities
to conduct self-collection of historical unpaid social insurance contributions from companies.
The New Judicial Interpretation was enacted by the Supreme People’s Court on July 31, 2025
and effective as of September 1, 2025. See “Regulatory Overview — Regulations Relating to
Labor and Social Security” for details. Our Directors are of the view that the New Judicial
Interpretation would not have a material adverse effect on our business, financial condition or
results of operations and no provision were made in respect of the aforesaid underpayment of
social insurance and housing provident fund, based on the following considerations: (i) as
further advised by the PRC Legal Advisor, the New Judicial Interpretation does not expand
penalty exposure or repeal existing laws, and upon its implementation, the likelihood that the
relevant competent authorities would collectively seek to recover the historically unpaid social
insurance and housing provident funds from us and/or impose administrative penalties on us
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still remains remote; and (ii) any shortfall in social insurance and housing provident fund
contributions, regardless of the reason (including cases resulting from employees’ election),
has been included in our shortfall calculation.
We have established internal policies and procedures to ensure that we make contributions
in relation to social insurance and housing provident funds for all of our employees. These
internal policies and procedures include formulating our calculation and payment methods in
compliance with the relevant laws and regulations. In particular:
 We have designated our human resources department to review and monitor the
reporting and contributions of social insurance and housing provident fund on
regular basis;
 We plan to communicate with our employees with a view to seeking their
understanding and cooperation in complying with the applicable payment base,
which also requires additional contributions from our employees;
 We will keep abreast of latest developments in PRC laws and regulations in relation
to social insurance and housing provident funds; and
 We will consult our PRC legal counsel on a regular basis for advice on relevant PRC
laws and regulations to keep us abreast of relevant regulatory developments.
We are committed to be fully compliant with the applicable laws and regulations by
making statutory contributions to the social insurance and housing provident fund based on the
actual salary level of our employees going forward. As an upward adjustment of our payment
base will also correspondingly increase the contribution amount by our employees, we are also
in the process of communicating with our employees with a view to seeking their
understanding and cooperation in complying with the applicable payment base. Considering
that our compliance with the relevant laws and regulations is also in part subject to cooperation
from our employees, we expect to gradually rectify our payment base for all of our employees
going forward. We will use our best endeavors to comply with the requirements in full as soon
as practicable and in any event by December 31, 2026 as an extended amount of time may be
required to continually communicate with employees to gain their cooperation to comply with
the required payment base. For employees joining us in the future, we will fully contribute to
social insurance and the housing provident fund according to their actual salary. We will seek
assistance from our legal advisors and confirm with the relevant authorities on our assessment
of the adjusted payment base.
We enter into employment contracts and agreements regarding confidentiality, intellectual
property and non-competition with our executive officers, managers and employees. In
addition, we usually enter into proprietary information and inventions agreement with our core
employees, under which we have all right, title and interest relating to any and all inventions
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by such employee during the term of his/her employment. Further, when employees are hired,
we give them an employee handbook, which informs them of our policies and their rights in
all material respects, from recruitment, compliance, salary, benefits, performance assessment
to training and development.
We provide our employees with competitive remuneration and benefits. We place
significant emphasis on investing in our employees and have established a well-rounded talent
development system. Our training programs are categorized into company-level, department-
level and function-level training. Prior to commencing their roles, new employees are required
to complete relevant training and pass examinations. We offer a wide range of specialized
training aimed at enhancing the professional skills of our employees. In addition, we have
cultivated a number of internal training courses and developed a series of targeted professional
courses to effectively implement our talent development strategy, foster the growth of key
talents and enhance the managerial proficiency of our team.
As of the Latest Practicable Date, we had not established any labor union. We had
maintained a good relationship with our employees and did not have any material labor dispute
during the Track Record Period and up to the Latest Practicable Date.
INSURANCE
We maintain insurance policies that are required under PRC laws and regulations, and
based on our assessment of our operational needs and industry practice. We maintain insurance
coverage including property insurance and employer liability insurance. We believe that the
amount of our insurance coverage is in line with the customary standard in the industry and is
adequate for our operations. During the Track Record Period, we did not make any material
insurance claims in relation to our business. See “Risk Factors — Risks Relating to Our
General Operations — Our insurance coverage may be inadequate to protect us from the
liabilities we may incur or cover all of our potential costs, and as a result, our business,
financial conditions and prospects may be materially and adversely affected should any such
liability or losses arise.”
INFORMATION TECHNOLOGY SYSTEM
IT is fundamental to our competitive edge and operational efficiency. We primarily utilize
our OA system that evolves in tandem with our business growth, ensuring they meet our varied
operational demands. Our OA system underpins key areas such as sales management, supply
chain management, customer management, employee management, financial management and
project management.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any material IT system failure or downtime that had a material adverse effect on
our business operations. See “Risk Factors — Risks Relating to Our General Operations — Our
information technology networks and systems may encounter malfunction, unexpected system
failure, interruption, insufficiency, security breaches or cyber-attacks.”
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We acknowledge the critical importance of Environmental, Social, and Governance
(“ESG”) factors in driving sustainable development and have seamlessly integrated ESG
principles into our operational management. Through the establishment of systems and the
implementation of a series of practical and effective measures, we are progressively enhancing
our ESG management practices. This approach fosters our balanced advancement in economic
efficiency, social responsibility and environmental protection, thereby laying a foundation for
the realization of our sustainable development objectives. We commit to complying with the
Appendix C2 Environmental, Social and Governance Reporting Code of Main Board Listing
Rules annually and develop ESG-related policies that fully meet the requirements of ESG
management.
Material ESG issues underpin our sustainable development management. We are
committed to the principle of stakeholder engagement and regularly perform materiality
assessments to thoroughly evaluate these issues. The ESG issues we have identified include,
but are not limited to, response to climate change, resource management, product
responsibility, intellectual property, data security and privacy protection, human capital
management, occupational health and safety and business ethics.
ESG Governance
We have developed policies and frameworks encompassing human resource management,
product quality and privacy protection. In addition, we have implemented a range of effective
measures to advance ESG management, thereby safeguarding our sustainable development. At
present, we are in the process of formulating ESG policies that will address the following
areas: (i) ESG management framework, which includes stakeholder communication
mechanisms, ESG issue identification processes, the establishment of key performance
indicators and ESG risk management and mitigation strategies; and (ii) business ethics
policies, covering aspects such as anti-corruption, anti-fraud and anti-unfair competition
measures.
We plan to progressively refine our ESG governance framework upon the Listing, with
the board of directors taking responsibility for overseeing, evaluating and prioritizing
ESG-related issues. This approach will further delineate the Board’s ESG management policies
and strategies. Furthermore, we plan to establish ESG-related objectives tailored to our
business realities, with the Board annually monitoring the progress of these objectives and
regularly evaluating our ESG performance.
In addition, we plan to form an ESG working group comprising members from key
functional departments, which will be tasked with assessing and identifying ESG-related risks,
developing management policies and action plans and providing regular progress updates to the
Board.
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We are dedicated to creating transparent and efficient communication channels, actively
engaging with stakeholder feedback and suggestions and continually enhancing our ESG risk
and opportunity management capabilities to align with stakeholder expectations. We will
bolster risk management through both internal and external audits to ensure compliant business
operations.
Climate-Related Risks and Opportunities
Climate change exerts a profound influence on the global economy and industrial
development, positioning the green and low-carbon transition as a pivotal opportunity for
fostering sustainable social progress. As a data intelligence service provider, we fully
recognize the potential impact of climate change on the operational environment and
proactively identify climate-related risks and opportunities to drive the advancement of green
data and intelligent technology.
Risk and Opportunity Assessment and Response
Aligned with our business characteristics and international sustainable development
standards, we identify climate-related risks and opportunities and develop appropriate response
measures. This strategy is designed to bolster climate resilience and ensure the resilient
operation of our business.
Climate Change Risk
 Physical Risks. Extreme weather events, such as heavy rain, floods and high
temperatures, can affect the stable operation of data centers and cloud computing
infrastructure. To mitigate these risks, we have implemented a risk management
framework. In terms of risk response capability, we regularly monitor extreme weather
conditions, develop and update emergency plans and conduct emergency drills for
relevant personnel to ensure a rapid response to unexpected events. Regarding risk
resistance capability, we safeguard personnel safety, business continuity, and fixed assets
by purchasing insurance, thereby minimising potential economic losses from extreme
weather. For business continuity assurance, we optimize our data storage architecture and
select data center suppliers with resilience to climate change, ensuring stable operations
even under extreme weather conditions.
 Transition Risks. Transition risks stem mainly from the uncertainties linked to the global
move towards a low-carbon economy, encompassing changes in climate policies, rapid
technological advancements and shifts in market preferences. We diligently track global
trends in climate change response and ecological protection, actively developing and
implementing a “Carbon Peaking and Carbon Neutrality” digital platform. This platform
promotes the development of zero-carbon smart energy through the unified collection and
management of energy consumption data, enterprise carbon asset account management
SaaS, and carbon inventory reports. It aids the green transition of regional industrial
economies and significantly enhances our capacity to tackle climate change.
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Climate Change Opportunity
 Resource Efficiency Opportunities. Under the green transformation initiative for AI
computing power, we actively establish a technology framework that aligns with
low-carbon objectives. Leveraging our solutions and technologies, we systematically
implement optimization strategies, enhancing computational task processing efficiency
while significantly reducing computing power consumption, thereby advancing the
development of high-performance, energy-efficient AI infrastructure.
 Product and Service Opportunities. Propelled by the “Carbon Peaking and Carbon
Neutrality” objectives, the demand for low-carbon intelligent transformation across
industries is steadily increasing. Through data analysis and modeling, we support
enterprises in optimizing energy management and boosting operational efficiency to meet
the low-carbon transition requirements of upstream customers. For example, in the digital
Carbon Peaking and Carbon Neutrality sector, we create intelligent Carbon Peaking and
Carbon Neutrality models to provide technical support for enterprises in achieving their
Carbon Peaking and Carbon Neutrality targets.
Looking ahead, we plan to maintain a strong focus on global climate policies and market
trends, actively refining business strategies to deliver more intelligent, efficient, and
environmentally friendly data intelligence services to customers, with the aim of achieving
low-carbon and sustainable development goals. Concurrently, we plan to continually enhance
our processes for identifying and assessing climate-related risks and opportunities, and
strengthen climate risk assessment and financial analysis to ensure that our business
development aligns with sustainability objectives.
The total volume and intensity of our greenhouse gas (“ GHG”) emissions during the
Track Record Period were as follows:
Y ear ended December 31,
Six months
ended
June 30,
Unit 2022 2023 2024 2025
Scope 1 GHG emissions (1) /H1118/H1118/H1118tCO2e ––––
Scope 2 GHG emissions (2) /H1118/H1118/H1118tCO2e 108.4 150.6 123.9 53.9
Scope 3 GHG emissions (3) /H1118/H1118/H1118tCO2e 652.1 825.2 499.6 273.4
GHG emissions
(Scop e 1 + Scope 2) /H1118/H1118/H1118/H1118/H1118
tCO2e 108.4 150.6 123.9 53.9
GHG emission intensity (4)
(Scop e 1 + Scope 2) /H1118/H1118/H1118/H1118/H1118
tCO2e/RMB
million
Revenue
1.1 1.2 0.5 0.4
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(1) Our Scope 1 emissions comprise direct greenhouse gas emissions from sources owned or controlled by
the Company. As we are not engaged in manufacturing activities, our business operations do not
generate any material direct emissions from energy consumption.
(2) Scope 2 emissions represent indirect greenhouse gas emissions from our consumption of purchased
electricity. For calculation purposes, we apply the official 2022 national grid average emission factor of
0.5856 tCO
2e/MWh as published in the Official Announcement on CO 2 Emission Factors for Electricity
in 2022 by China’s Ministry of Ecology and Environment.
(3) Scope 3 emissions refer to indirect emissions related to operations and supply chains. Our Scope 3
emissions are primarily generated from business travel activities.
(4) Due to business expansion, we leased additional office space in 2023, which resulted in higher overall
electricity consumption and, consequently, an increase in our greenhouse gas (GHG) emission intensity
compared to 2022. Due to our strategic restructuring of our organizational structure and personnel
allocation, greenhouse gas emissions and emission intensity have decreased in 2024.
Environmental Protection
Our company is committed to the philosophy of green and low-carbon development. We
strictly comply with the Environmental Protection Law of the People’s Republic of China and
other applicable laws and regulations, and we actively fulfill our corporate environmental
responsibilities. We have established internal management systems such as the Environmental
Policy, integrating environmental sustainability into our corporate strategy and daily
operations. We conduct assessments of potential environmental risks associated with our
business activities. Leveraging green data technologies, we aim to drive sustainable
development across our operations.
Environmental Targets
We are committed to fostering green and low-carbon operations, actively engaging in
energy conservation, emission reduction and efficient resource utilization to support the
achievement of sustainable development goals. In alignment with our business characteristics,
we have established environmental targets in areas such as emissions management, energy
consumption and water resource utilization to ensure a systematic and effective approach to
environmental management.
 Emissions Target : In alignment with the “Carbon Peaking and Carbon Neutrality”
objectives and our commitment to low-carbon operations, we aim to decrease the
carbon dioxide emission intensity (tons per million RMB revenue) of our operations
by 10% from baseline of 2022 by 2030.
 Energy Use Target : By enhancing energy consumption management and improving
energy efficiency, we aim to reduce electricity consumption density (kilowatt-hours
per million RMB revenue) by 10% from baseline of 2022 by 2030.
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 Water Resource Utilization Target : Through the promotion of water-saving
measures to prevent wastage, we aim to reduce water use intensity (tons per million
RMB revenue) by 15% from baseline of 2022 by 2030.
Energy Management
We rigorously comply with the Energy Conservation Law of the People’s Republic of
China and other relevant laws and regulations. We have implemented internal systems, such as
the environmental policy, to embed energy conservation and emission reduction into our daily
operations. Our primary energy consumption arises from purchased electricity for office
spaces. We actively champion green office practices by optimizing energy management,
utilizing energy-efficient equipment, and effectively regulating air conditioning and lighting
systems within office areas to enhance energy efficiency. In the realm of data intelligence
services, we focus on optimizing green computing power for AI models, leveraging our
products and technologies to effectively reduce operational energy consumption and enhance
overall system energy efficiency through measures such as algorithmic architecture
streamlining, lightweight model design and task scheduling optimization. Although we do not
currently own server cluster infrastructure, we will further refine our energy management
system, explore integrated applications of low-carbon technologies and advance granular
management and green transformation of computing resources to drive sustainable AI
infrastructure development.
The total energy consumption during the Track Record Period was as follows:
Y ear ended December 31,
Six months
ended
June 30,
Unit 2022 2023 2024 2025
Direct energy consumption /H1118/H1118k W h ––––
Indirect energy consumption
— Purchased electricity (1) /H1118
kWh 185,159.9 257,224.3 211,651.9 92,085.1
Total energy
consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
kWh 185,159.9 257,224.3 211,651.9 92,085.1
Energy consumption (2)
Intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
kWh per
RMB
10,000
revenue
18.4 19.9 8.6 7.0
(1) Our purchased electricity consumption is sourced from regional office utility bills. For offices where
historical data is unavailable, 2024 electricity usage patterns are applied as the estimation basis for prior
years.
(2) Due to business expansion, we leased additional office space in 2023, leading to an increase in overall
electricity consumption as compared to 2022. Due to our strategic restructuring of our organizational
structure and personnel allocation, energy consumption and energy intensity have decreased in 2024.
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Water Resource Management
We rigorously comply with water resource management regulations, uphold the principle
of water conservation and places significant emphasis on the utilization of water resources. We
are dedicated to achieving efficient water management within our business operations. Our
daily water usage is primarily focused on domestic use within office spaces. We actively
advocate for water-saving practices and have implemented water-efficient facilities in office
areas, such as installing water-saving taps and optimizing water supply systems, to effectively
reduce water consumption.
The total water consumption during the Track Record Period was as follows:
Y ear ended December 31,
Six months
ended
June 30,
Unit 2022 2023 2024 2025
Water consumption (1) /H1118/H1118/H1118/H1118/H1118/H1118m3 3,950.8 3,768.5 3,415.8 1,693.9
Water consumption (2)
intensity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
m3 per
RMB
10,000
revenue
0.4 0.3 0.1 0.1
(1) The Company estimates office water usage based on the Beijing Local Standard DB11/T 1764.29-2021
Water Quota — Part 29: Office Buildings, applying the prescribed quota of 0.7 m 3/(m2·year) to total
office floor area.
(2) Due to the company’s strategic restructuring of its organizational structure and personnel allocation,
water consumption and water intensity have decreased.
Emissions Management
Due to the nature of our business, we do not operate any production or manufacturing
facilities, and therefore do not generate significant amounts of wastewater, exhaust gases or
solid waste. We strive to minimize the environmental impact of our operations through internal
management. We strictly comply with relevant emissions management laws, regulations and
industry standards to reduce the risk of pollution from emissions. In our daily operations, we
generate typical office waste, including paper, electronic equipment and packaging materials.
Committed to the goal of reducing emissions, we implement targeted management through
scientific and reasonable environmental measures. All emissions are centrally processed in
compliance with regulations to minimize their environmental impact.
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Product Responsibility
As a provider of data intelligence and AI solutions, our Company is committed to
delivering efficient and intelligent digital solutions to our clients. We have established an AI
Ethics Policy to actively promote responsible AI governance. This policy outlines key
principles related to AI ethics and emphasizes the careful evaluation of AI technologies across
various business scenarios to prevent any misuse of artificial intelligence. Our product
development process consists of four key stages: preparation, development, testing and
operations, ensuring strong alignment with client needs. During the preparation stage, we
thoroughly assess client requirements and validate the feasibility of deploying our solutions in
real-world scenarios. During the development stage, we focus on knowledge processing
efficiency and development flexibility, offering user-friendly, visual debugging interfaces to
meet diverse application needs. During the testing stage, we have established a client feedback
mechanism to support rapid iteration and issue resolution, ensuring continuous product
optimization. During the operations stage, we ensure system stability through monitoring
metrics, log collection and optimization strategies.
We have implemented an intellectual property protection mechanism. At the early stages
of product development, we conduct professional searches and analyses to identify risks related
to patents, trademarks and software copyrights. In addition, we have an infringement
emergency response mechanism in place; upon detecting infringement risks, we will promptly
take measures such as halting sales, negotiation or legal remedies to minimize the adverse
effects of potential infringements and effectively safeguard the legitimate rights and interests
of the Company and all parties involved.
We have established internal policies such as the Information Security Management
System, covering key areas including information classification, access control, data storage,
transmission encryption and permission management, to ensure data security and compliance.
We adhere to the principle of minimizing permissions and have constructed a security
protection system. Furthermore, we conduct regular audits and assessments, continuously
optimizing the data security framework based on assessment results to ensure the stable
operation of our business.
Employee Management
We rigorously adhere to employment-related laws and regulations in the regions where we
operate and have established internal management systems, such as the Employee Handbook,
to safeguard employees’ legal rights. We strictly prohibit any form of child labor or forced
labor and are committed to fostering a fair, equitable and harmonious working environment.
We place significant emphasis on employee training and development, having established
management systems such as the Deepexi Training Regulation (ܓto create a
distinctive training framework unique to us. We customize training courses to address the
diverse needs of various job functions and levels, enhancing employees’ professional skills and
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competencies. Furthermore, we actively encourage self-directed learning among employees,
support their participation in educational programs and provide dedicated budget support for
further education projects that align with our strategic direction, promoting mutual growth for
both employees and us.
We have developed career development systems such as the Rank Development
Management System (ܓand the Annual Promotion Assessment and Rank
Promotion Plan (ࣩencouraging employees to chart clear career
development paths. We also maintain a scientific and rational assessment and incentive
mechanism to enhance employee motivation and initiative through performance evaluations.
We prioritize the health and safety of our employees, strictly complying with relevant
laws and regulations. To ensure employee health, we conduct regular health check-ups.
Additionally, we have implemented stringent fire safety management requirements to ensure a
safe working environment. We have a process for managing workplace injuries, with the
Human Resources Department fully responsible for handling and coordinating such incidents,
ensuring they are addressed promptly and appropriately to protect employees’ legal rights.
During the Track Record Period, there had not been any material workplace injuries or
work-related employee deaths.
Business Ethics
Our company steadfastly upholds the bottom line of compliant operations, strictly adheres
to the laws and regulations of the jurisdictions in which we operate and is committed to
maintaining business order and a fair competitive environment. We have established a series
of Improper Conduct Management Systems, including the Anti-Bribery Management
Measures, Anti-Fraud Management Measures and Anti-Money Laundering Management
Measures to rigorously manage risks such as money laundering, bribery and corruption that
may arise during business operations. We have clearly defined standards of business conduct
for employees in our Employee Handbook and New Employee Onboarding Commitment
Letter, strictly prohibiting any form of bribery, corruption or other unethical business practices.
In addition, we have implemented the Improper Conduct Reporting and Handling
Procedures, which outline the processes for reporting, investigating and resolving improper
conduct, and establish a standardized internal whistleblowing and investigation mechanism.
We encourage all employees and business partners to report violations through designated
channels, including offline feedback and a dedicated online reporting email address. To protect
whistleblowers, we have developed and continuously improved a whistleblower protection
system, strictly prohibiting any form of retaliation. To enhance overall business integrity, we
strengthen our ethical governance capabilities through institutional safeguards, ethics
education, and supervisory mechanisms.
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BUSINESS SUSTAINABILITY
We have experienced strong revenue growth during the Track Record Period. Our revenue
increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million in 2023, and further
increased by 88.3% to RMB242.9 million in 2024, achieving a CAGR of 55.5% from 2022 to
2024. Our revenue increased by 118.4% from RMB60.5 million in the six months ended June
30, 2024 to RMB132.1 million in the six months ended June 30, 2025. Our efficient scaling
capability within verticals drives customer acquisition. By collaborating with industry leaders,
we efficiently scale solutions across customers in the same industry. The number of new
customers gained each year increased from 43 in 2022 to 52 in 2023 and further to 72 in 2024.
The number of new customers increased from 21 in six months ended June 30, 2024 to 43 in
six months ended June 30, 2025. The market size of enterprise AI application solution in China,
in terms of revenue, reached RMB38.6 billion in 2024, and it is expected to reach RMB239.4
billion in 2029 with a CAGR of 44.0% from 2024 to 2029. Given the substantial scale of
China’s enterprise AI application solution market, we held a 0.6% market share in 2024. The
enterprise large model AI application market accounted for 15% of the overall enterprise AI
application solution market in 2024. The market size of enterprise large model AI application
solution market in China, in terms of revenue, has reached RMB5.8 billion in 2024 and is
expected to reach RMB52.7 billion in 2029, growing with a CAGR of 55.5% from 2024 to
2029. We ranked fifth in China’s enterprise large model AI application solution market, in
terms of revenue in 2024, with a market share of 4.2%. Benefiting from the solid foundation
we have built and the momentum we have seized, and with the vast market growth potential,
we believe that we are able to maintain sustainability and growth of our business.
Our gross profit margin was 29.4%, 40.1%, 51.9% and 55.0% in 2022, 2023, 2024 and
six months ended June 30, 2025, respectively. Our gross profit increased from RMB29.6
million in 2022 to RMB51.8 million in 2023, and further increased to RMB126.2 million in
2024. Our gross profit increased by 120.9% from RMB32.9 million in the six months ended
June 30, 2024 to RMB72.7 million in the six months ended June 30, 2025. We had net loss of
RMB655.2 million, RMB502.9 million, RMB1,255.0 million and RMB308.2 million in 2022,
2023, 2024 and six months ended June 30, 2025, respectively. We recorded an adjusted net loss
(Non-HKFRS measure) of RMB223.9 million, RMB189.0 million, RMB96.4 million and
RMB52.2 million in 2022, 2023, 2024 and six months ended June 30, 2025, respectively. See
“Financial Information — Non-HKFRS Financial Measure.”
We have a healthy cash balance to support our business operations and future expansion.
During the Track Record Period, we historically funded our cash requirements principally from
proceeds from our business operations and capital contribution from shareholders. We had cash
and cash equivalents of RMB549.1 million, RMB336.8 million, RMB208.3 million and
RMB183.4 million as of December 31, 2022, 2023, 2024, and June 30, 2025. Our cash and cash
equivalent is sufficient to cover our net cash flows used in operating activities and provide
adequate liquidity for our expansion of business operations. As such, we believe that we
possess sufficient working capital, including sufficient cash and liquidity assets, after taking
into account the financial resources available to us.
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We seek to accelerate our growth by implementing following strategies: (i) strategic
market expansion based on rigorous analysis of market potential and competitive landscape,
supported by performance-driven sales incentives and intensive sales campaigns; and (ii)
capitalize on historical R&D results and deployment experience to customers in established
verticals to shorten deployment and innovation cycles and rapidly adapt to market demands by
deploying sophisticated product representatives to key account customers. As a result of these
strategies and capitalizing on our existing collaborations with lighthouse customers in different
verticals:
 We have been increasing our sales to existing KA customers spanning across
consumer goods, transportation, infrastructure and energy sectors, who are
expanding adoption of our solutions across additional business units and application
scenarios. For example, the average annual revenue per KA customer increased from
RMB3.8 million in 2022 to RMB4.8 million in 2024;
 We continue rapid expansion within established industry verticals. For example, in
the six months ended June 30, 2025, we have recorded sales to new industry leading
customers in the consumer goods, healthcare, manufacturing and transportation
verticals, including a globally-leading sportswear company, a well-known bedding
retail manufacturer, a world-leading laser equipment manufacturer, a distinguished
optical device solutions provider, a prominent overseas public healthcare operator
and provincial transportation leaders. We have also entered into collaboration Hong
Kong Polytechnic University for a joint R&D project on a multi-modal large
model-based framework for the diagnostics, treatment and clinical translation of a
common type of cancer to further enhance its reputation in the industry.
 In the six months ended June 30, 2025, we gained 43 new customers, generating a
total recognized revenue of RMB97.6 million. These customers span across key
industries including manufacturing, consumer goods and transportation and have
engaged in 23 FastData solution and 24 FastAGI solution projects, with an average
procurement value of RMB2.3 million. As of June 30, 2025, the total order backlog
amounted to RMB110.1 million, representing substantial potential for revenue
growth.
We expect our operating expenses as a percentage of revenue to decrease as it continues
to ramp up sales, achieve revenue growth, and benefit from economies of scale with higher
efficiency in R&D, sales and marketing, and administrative activities, thereby lowering
spending as a percentage of revenue on such activities:
 We expect to capitalize on our solid R&D foundation and highly iterative product
development approach and have streamlined the project management process to
enhance R&D efficiency and reduce time-to-market for products. In particular, we
continuously optimize R&D resource allocation to align with evolving business
needs by implementing the following targeted measures: (i) we proactively explore
cost optimization measures such as outsourcing and consolidating of certain
non-core or lower-efficiency functions. For example, we have been outsourcing
certain labor-intensive and relatively standardized procedures including data
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labeling and solutions testing services, transitioning these functions from in-house
personnel to third-party service providers to improve operational efficiency; (ii) we
actively cultivate in-house trainees with deeper familiarity our distinct culture,
objectives and technology roadmaps, creating agile workforce ready to tackle
emerging challenges; and (iii) we deploy tools that automate certain labor-intensive
and relatively standardized programming processes to increase our R&D efficiency
and reducing labor costs for such work. As a result, our R&D expenses as a
percentage of revenue decreased significantly from 93.7% in 2022 to 33.5% in 2024.
 Our extensive partner network and loyal customer base also enable us to leverage
word-of-mouth marketing from satisfied customers within the same vertical,
positioning us for rapid growth without significant investments in sales and
marketing. In addition, we adjusted the compensation structure for our sales and
marketing employees to increase their commission ratio and provide tiered
incentives to motivate their sales and marketing efforts. As a result, our selling and
marketing expenses as a percentage of revenue decreased significantly from 119.6%
in 2022 to 36.7% in 2024.
 We have also improved our administrative management to reduce communication
costs and enhance collaboration efficiency. We adopt a flatter organization structure
from four levels of management to three, reducing communication overhead and
accelerating execution. We also deployed our proprietary digital operation tools
including an AI chatbot with our company’s internal procedures and policies built-in
to assist employees with their daily work and administrative tasks and reduce
reliance on manual labor by our back-end employees, and the percentage of our
back-end personnel reduced from 14.3% in 2024 to 11.3% in the seven months
ended July 31, 2025. As a result, our administrative expenses as a percentage of
revenue decreased significantly from 84.3% in 2022 to 20.3% in 2024.
PROPERTIES
Our corporate headquarters is located at Beijing, China. As of the Latest Practicable Date,
we did not have any self-owned property, and leased 11 properties in the PRC with an
aggregate gross floor area of 5,466.73 sq.m. Our leased properties are primarily used for the
purpose of office.
As of the Latest Practicable Date, none of the properties leased by us had a carrying
amount of 15% or more of our consolidated total assets. According to Chapter 5 of the Hong
Kong Listing Rules and section 6(2) of the Companies (Exemption of Companies and
Prospectuses from Compliance with Provisions) Notice, this prospectus is exempt from the
requirements of section 342(1)(b) of the Companies (Winding up and Miscellaneous
Provisions) Ordinance to include all interests in land or buildings in a valuation report.
As of the Latest Practicable Date, six of our lease agreements had not been registered with
relevant authorities. See “Risk Factors — Risks Relating to Our General Operations — Failure
to comply with PRC property-related laws and regulations regarding certain of our leased
properties and to renew our leases could adversely affect our business.”
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LICENSES, APPROV ALS AND PERMITS
We have obtained various permits, approvals and certificates for our business. As advised by our PRC Legal Advisor, we had obtained the
requisite approvals and permits from, and have made all the filings with the applicable authorities which were material to our operations, and such
approvals and permits are valid and subsisting as of the Latest Practicable Date. In addition, our products and R&D procedures passed various
industry-recognized certifications and tests for liability. The table below sets out the main standards, certifications or requirements that we we re
compliant with as of the Latest Practicable Date:
Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
Interim Measures for the
Administration of Generative
Artificial Intelligence Services ( ͛
ج)H1118/H1118
April 10, 2025 N/A
(1) The Interim Measures for the
Administration of Generative
Artificial Intelligence Services
provides a regulatory baseline for
generative AI applications offered to
the public within China. Article 17
states that Providers of generative
artificial intelligence services that
possess public opinion attributes or
the ability to mobilize society shall
conduct security assessments in
accordance with relevant national
regulations, and shall go through
algorithm filing, modification and
cancelation procedures in accordance
with the Provisions on the
Administration of Algorithm-generated
Recommendations for Internet
Information Services.
Cyberspace
Administration of
China
According to the Interim
Measures for the
Administration of Generative
Artificial Intelligence Services,
our Deepexi enterprise large
model has completed the filling
for generative artificial
intelligence services.
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Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
Provisions on the Administration of
Algorithm-generated
Recommendations for Internet
Information Services (ࢹڦ
֛)H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 1, 2024 N/A
(1) Article 2 of the Provisions on the
Administration of Algorithm-generated
Recommendations for Internet
Information Services clarifies the
scope of regulatory oversight, stating
that any use of algorithmic
technologies for information
distribution, content ranking,
personalized recommendations or
operational decision making in the
provision of internet information
services must comply with the
provisions outlined in the regulation
and properly registered.
Cyberspace
Administration of
China
According to the Provisions on
the Administration of
Algorithm-generated
Recommendations for Internet
Information Services, our
Deepexi dialogue generation
algorithm has completed the
filing for deep synthesis in
internet-based information
services.
Industrial LLM Standard Compliance
V erification by CAICT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 28, 2023 N/A
(1) Conducted by CAICT’s AI Research
Center with industry partners, this
evaluation assesses large models
against industry standards such as
Technical and Application Evaluation
Methods for Large-Scale Pretraining
Models .
China Academy of
Information and
Communications
Technology, Artificial
Intelligence Institute
According to the Technical and
Application Evaluation
Methods for Large-scale
Pretraining Models, our
Deepexi enterprise large model
has achieved a 4+ rating.
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Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
High-tech Enterprise Certificate /H1118/H1118/H1118/H1118December 30, 2022 December 29,
2025 (1)
High-tech Enterprise Certificate is a
national-level qualification jointly
issued by several China’s government
bureaus, serving as an official
recognition for enterprises operating
in high-tech fields that demonstrate
sustained R&D innovation, core
proprietary intellectual property rights
and commercialization capabilities.
Certified enterprises enjoy preferential
policies, including a reduced corporate
income tax rate of 15%.
Beijing Municipal
Science &
Technology
Commission, Beijing
Municipal Bureau of
Finance and Beijing
Municipal Tax
Service of the State
Administration of
Taxation
According to the Guidelines for
the Administration of the
Recognition of Hi-tech
Enterprises, we have obtained
the High-tech Enterprise
Certificate.
Capability Maturity Model
Integration (CMMI) model /H1118/H1118/H1118/H1118/H1118
January 11, 2023 January 11,
2026
(1)
CMMI is a globally recognized
framework consolidating decades of
best practices in software engineering
and systems engineering, serving as
the benchmark for assessing the
capabilities of software enterprises.
The CMMI model categorizes
software organizations into five
maturity levels, with higher level
indicating stronger software
capabilities and organizational
maturity.
CMMI Institute According to the CMMI-DEV
V2.0 framework, we have
achieved the highest CMMI
Maturity Level 5 certification.
Note:
(1) As advised by our PRC Legal Advisors, there are no significant legal obstacles that would hinder the renewal of such standards, certifications or r equirements, so long
as we submit the relevant applications in accordance with the requirements prescribed by the applicable laws and regulations.
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Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
Data management capability maturity
assessment model (DCMM) /H1118/H1118/H1118/H1118/H1118
December 30, 2023 December 29,
2027
DCMM (Data Capability Maturity
Model) is the first national standard
officially released in China in the
field of data management. It divides
data management capability maturity
into five levels, from lowest to
highest: Initial Level (Level 1),
Managed Level (Level 2), Stable
Level (Level 3), Quantitatively
Managed Level (Level 4) and
Optimized Level (Level 5). Different
levels represent varying degrees of
maturity in enterprise data
management and application.
China Federation of
Electronics and
Information Industry
According to the national
standard “Data management
capability maturity assessment
model” (GB/T 36073-2018),
our data management capacity
is certified at the Stable Level
(Level 3).
Information Technology Service
Standards (ITSS) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
May 13, 2025 January 26, 2028 ITSS is the standard system for IT
services in China, covering the entire
lifecycle from planning, design and
implementation to delivery, operations
and continuous improvement.
China Electronics
Standardization
Association
According to the national
standard “Information
technology service –
Operations and maintenance –
Part 1: General requirements”
(GB/T 28827.1-2012) and the
industry standard “Information
technology service –
maintenance service capability
maturity model” (ITSS.1-2015),
our IT service management
capacity is certified as ITSS
Level 3.
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Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
Trusted R&D Certification by CTTL
(܃)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
April 3, 2024 N/A (1) Conducted by CTTL, this certification
evaluates software self-development
ratio as a key indicator of R&D
independence.
China Academy of
Information and
Communications
Technology, China
Telecommunication
Technology Labs
(CTTL)
Our FastData solution, with self-
development ratio of over 94%
meets this standard.
Classified Protection of Cybersecurity
(CCSP) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 5, 2023
(FastData
solution)
March 20, 2025
(FastAGI
solution)
N/A
(1) China’s CCSP system mandates
technical and managerial safeguards to
ensure secure and stable operations of
information systems.
Beijing Municipal
Public Security
Bureau, Haidian
Branch
Our FastData and FastAGI
solutions have obtained CCSP
Class III certification.
Scientific and Technological
Achievement Certification (ኪҦ
ࣣ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
April 9, 2024 N/A
(1) As regulated by the Interim Measures
for Science and Technology
Achievement Evaluation (؈
), this
certification involves expert
assessments of technological
innovations.
China Association for
Promotion of Private
Sci-Tech Enterprises
Our multi-modal corpus data
intelligent platform has been
certified as a scientific and
technological achievement.
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Standards, certifications or
requirements Granting date
Expiration
date
Definition of the standards,
certifications or requirements Granting authority
Our compliance with the
standards, certifications or
requirements
IT Service Management Certification
(ISO20000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 14, 2024 November 13,
2027
ISO20000 is the globally authoritative
standard for IT service management,
requiring organizations to implement
management systems across service
design, transition, delivery and
continuous improvements to ensure
holistic, reliable and efficient IT
services.
Qualified ISO
Certification Body
According to the international
standard “Information
technology – Service
management – Part 1: Service
management system
requirements” (ISO/IEC
20000-1:2018), we have
obtained the IT Service
Management Certification.
Note:
(1) Such certification does not specify an expiration date.
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LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
We may from time to time be subject to various legal or administrative claims and
proceedings arising from the ordinary course of business. Litigation or any other legal or
administrative proceeding, regardless of the outcome, is likely to result in substantial cost and
diversion of our resources, including our management’s time and attention. See “Risk Factors
— Risks Relating to Our General Operations — We may be involved in lawsuits, claims,
regulatory investigations or legal proceedings and commercial or contractual disputes in our
ordinary course of business, which could materially and adversely affect our reputation,
business, financial condition and prospects.”
During the Track Record Period and up to the Latest Practicable Date, there were no legal
proceedings pending or threatened against us or our Directors that could, individually or in the
aggregate, have a material adverse effect on our business, financial condition and results of
operations.
Compliance
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not involved in any material incidents of non-compliance. Our business operations
are subject to a comprehensive set of legal and regulatory requirements, in particular, the
Measures for the Identification of AI-Generated and Synthesized Content (the “Measures”).
See “Regulatory Overview — Regulations on Privacy Protection.” To ensure compliance with
the Measures, we have also implemented the Deepexi Generative AI Service Management
Regulations in August 2025, which primarily stipulate the following: (i) all data sources must
be legally compliance, and the use of unauthorized or improperly licensed datasets is strictly
prohibited; (ii) governance policies have been established for data quality control,
classification and grading, as well as internal review procedures; (iii) management systems
have been implemented for data annotation, including evaluation and supervision on
third-party service providers, and supervision over the annotation processes; and (iv) internal
control measures have been introduced, such as regular audits, risk alerts and emergency
response plans for data leakage incidents. As of the Latest Practicable Date, we have
implemented the aforesaid internal control policy, including but not limited to (i) conducting
content vetting, including manual and machine review of the input data and generated or
synthesized results of users and timely dispose the illegal and harmful information in these data
and results; (ii) providing necessary training to our labeling personnel; and (iii) adding explicit
or implicit identifications in the generated and synthesized content. Specifically, as of the
Latest Practicable Date, as advised by our PRC Legal Advisor, we have completed dual
regulatory filings for both deep synthesis algorithm and generative AI services.
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During the Track Record Period and up to the Latest Practicable Date, our Directors
believe, (i) as advised by our PRC Legal Advisor, we have complied with the applicable laws
and regulations in PRC relating to all applicable AI-related laws and regulations in all material
aspects; (ii) as we have already implemented the measures and will be able to comply in all
material respects, no specific internal control measures will need to be or are required to be
implemented; therefore, the Measures, in their current form, will not have a material impact on
our financial and operational aspects as a whole, and (iii) we are not involved in any
investigations by the CAC and has not received any regulatory inquiries, notice, warnings,
sanctions or penalties in relation to AI-related laws and regulations. Having reviewed the basis
of the Directors’ and PRC Legal Advisor’s view, the Joint Sponsors are not aware of anything
that would cast doubt on the Directors’ and the PRC Legal Advisor’s views above.
U.S. Export Control Related Business Activities
During the Track Record Period, we have a total of seven customers and two suppliers
that are listed on or are substantially owned by entities listed on the Entity List or other U.S.
sanctions related lists. These procurement and sales represented approximately 3.8%, nil, 4.8%
and 0.6%, of our total cost of procurement and nil, 2.1%, 6.9% and 5.4% of our revenue for
2022, 2023, 2024, and six months ended June 30, 2025, respectively. As advised by the
International Sanctions Legal Advisors after performing the necessary procedures, as necessary
procedures and arrangements have been performed, the transactions with the customers and
suppliers listed on the Entity List did not represent a violation of the applicable U.S. export
controls, given that (i) none of the underlying source codes, technologies, software used in
these transactions are U.S. origin or otherwise subject to the EAR; and (ii) these transactions
also were denominated in RMB and did not involve exports or transactions outside the Chinese
border.
During the Track Record Period, we procured certain chips from certain domestic Chinese
suppliers. See “Risk Factors — Risks Relating to Our General Operations — We are subject
to risks related to sanctions, export control laws and economic or trade restrictions, and such
laws and regulations may disrupt the operations of our suppliers and business partners and in
turn adversely affect our business, financial conditions and results of operations.”
Certain of such chips are classified as or meet the technical parameter of (i) ECCN
4A994.L; (ii) ECCN 5A992.z; and (iii) ECCN 3A090, which are subject to the EAR. We relied
on the suppliers’ representations that these sales complied with the applicable U.S. export
control rules to sell these items to us. The purchase of these items was denominated in RMB
and the payments and deliveries were all concluded within Mainland China. Items subject to
the EAR and classified under ECCN 4A994.L are controlled for anti-terrorism reasons. As
advised by our Sanction Legal Advisor, such procurement and sale of chips classified as ECCN
4A994.L did not represent a violation of the applicable U.S. export controls because our
procurements and sales of such ECCN 4A994.L chips in the PRC to non-sanctioned entities did
not require a license to do so under applicable U.S. export controls. Unless there is a change
of U.S. export controls on such ECCN 4A994.L chips, we will continue our procurements and
sales of such chips.
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ECCN 5A992.z.1 and 5A992.z.2
During the Track Record Period, we procured GPU chips classified under ECCN
5A992.z.1 and 5A992.z.2. These procured GPU chips together with our self-developed
software (which is based solely on self-developed software and open source codes) were sold
to our customers as solutions. ECCN 5A992.z.1 and 5A992.z.2 are controlled for regional
stability reasons, and thus subject to a license requirements for exports, reexports or transfers
to or within any destination worldwide, and to or within destinations specified in Country
Groups D:1, D:4 and D:5 (excluding any destination also specified in Country Groups A:5 or
A:6 respectively). Regardless of whether the said items were classified as 5A992.z.1 or
5A992.z.2, the transfers, exports, or reexports of these to or within China are subject to specific
license requirement. While we relied on the suppliers’ representations that these sales complied
with the applicable U.S. export control rules to sell these items to us, our incorporation of these
items into our products and the subsequent sales are likely to represent a potential violation to
the applicable U.S. export controls because of the lack of export license for such subsequent
sales.
From April, 2025 till June 30, 2025, we procured 32 GPU chips classified as ECCN
5A992.z. from one supplier and subsequently sold these procured GPU chips together with our
self-developed software (which is based solely on self-developed software and open source
codes) to one customer. These procurement and sales of such one-off violation represented
approximately 4.6% of our total cost of procurement and 3.7% of our revenue for the six
months ended June 30, 2025, respectively. As advised by our Sanction Legal Advisor, the civil
base penalty should be capped at no more than US$377,700 for this violation given the one-off
non-egregious nature of the violation, as the procurement and the subsequent sale, delivered in
April 2025, were one-off in nature, right after the change of export controls restrictions on
these GPU chips in April, and we have suspended all procurements from the said supplier and
all procurements for these items and do not have remaining inventory, the risk is fairly low that
the BIS would impose material fines on or pursue any significant non-monetary penalties
against us, and that our current business activities could result in any material sanctions risks
to the Relevant Persons.
ECCN 3A090
During the Track Record Period, we procured PRC ICs chips that meet the parameters for
the control under ECCN 3A090. These procured PRC ICs chips together with our self-
developed software (which is based solely on self-developed software and open source codes)
were sold to our customers as solutions. The BIS published the Guidance on Application of
General Prohibition 10 to People’s Republic of China Advanced-Computing Integrated Circuit
on May 13, 2025. It is advised that the use of integrated circuits meeting the parameters for
control under ECCN 3A090 that have been developed or produced by companies located in,
headquartered in, or whose ultimate parent company is headquartered in Country Group D:5,
including the PRC, without authorization, could result in substantial criminal and
administrative penalties. The BIS provided a non-exhaustive illustrative list of examples of
PRC 3A090 ICs that are subject to presumption of the restriction. The said procurement and
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the corresponding on-sale of eight PRC 3A090 ICs to the non-sanctioned China-based
customer are likely to represent a potential violation of the applicable U.S. export controls
because of the lack of export license for such subsequent sales.
From the publication of Guidance on Application of General Prohibition 10 on May 13,
2025 till June 30, 2025, we procured eight PRC 3A090 IC chips from one supplier and
subsequently sold these procured IC chips together with our self-developed software (which is
based solely on self-developed software and open source codes) to one customer. These
procurement and sales of such one-off violation represented approximately 0.6% of our total
cost of procurement and 0.4% of our revenue for the six months ended June 30, 2025,
respectively. As advised by our Sanction Legal Advisor, the civil base penalty should be
capped at no more than US$377,700 for this violation given the one-off non-egregious nature
of the violation, as the procurement and the subsequent sale, delivered in June 2025, were
one-off in nature and we have suspended all procurements of such PRC 3A090 ICs and do not
have remaining inventory, the risk is fairly low that the BIS would impose material fines on
or pursue any significant non-monetary penalties against us, and that our current business
activities could result in any material sanctions risks to the Relevant Persons.
Internal Control Measures
To mitigate risks associated with geopolitical tensions, we have located PRC domestic
produced alternatives to diversify our compliance risks as to overseas chip procurement. Our
Directors are of the view, we can source such PRC domestic produced alternatives at
comparable price and quality, and such supply chain localization does not have material
adverse impact to our financial performance, business operation or product offering; in
particular, since the change of export controls to the respective ECCN 5A992.z and 3A090
items and the implementation of our internal controls measures as discussed further below, (i)
we have not received order cancelation from customers because of such change of export
controls measures, (ii) we have no existing contractual obligations to fulfill that would require
us to procure or sell ECCN 5A992.z or 3A090 items, and (iii) for new orders, we will evaluate
and negotiate with our customers in a case-by-case basis to ensure our procurement or sale for
new orders will comply with applicable U.S. export controls. Based on the due diligence
conducted, including but not limited to: (i) reviewing the underlying documents related to the
PRC domestically produced alternative, including the price and functional specifications; (ii)
reviewing the internal control measures with respect to export controls and other international
sanctions, as reviewed and evaluated by the International Sanctions Legal Advisor; (iii)
obtaining confirmation from the International Sanctions Legal Advisor that the domestically
produced alternative does not meet the technical parameters of ECCN 3A090 and is not the
type of PRC ICs regulated by the Guidance on Application of General Prohibition 10 to
People’s Republic of China Advanced-Computing Integrated Circuit published by BIS on May
13, 2025; (iv) obtaining confirmation from the Company that internal control measures have
been adopted; (v) independently conducting background checks on the PRC domestically
produced alternative to understand the functional specification; (vi) reviewed recent
developments and no material adverse change disclosures in the summary section of this
prospectus regarding the operational and financial position subsequent to the Track Record
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Period. Nothing has come to the attention of the Joint Sponsors that would cast doubt on the
Directors’ view that the termination of procurement and resale of EAR Controlled Items does
not have a material adverse impact on the Company’s financial performance, business
operation, or product offering.
Further, we have adopted the following internal control procedures with respective to
export control and other International Sanctions to ensure we comply with applicable
International Sanctions laws and regulations: (i) ensure not to conduct any transaction
including sales and procurements with any Specially Designated National (SDN) designated by
OFAC and not sell to any other entity subject to international sanctions the transaction with
whom would subject us to violation of applicable sanction and export control laws; in
particular, our global sanctions risk and compliance working group is tasked with sanctions
on-boarding screening for new sales and procurements, and we have arranged sanctions
compliance training for them; (ii) cease the procurement and resale of any items subject to the
EAR and prioritize sourcing from domestic suppliers to avoid potential violations; we have
identified certain domestically produced chip that is not subject to the EAR and do not meet
the ECCN 3A090 technical parameters at a comparable price and quality; (iii) consult with
appropriate international sanctions legal advisors to determine whether any proposed
transaction including sales and procurements with any entity that has been designated by the
BIS to the Entity List, which we believe may involve risks of sanction and export control
violations pursuant to our internal control measures and sanction policies, involves item,
technology or material subject to the U.S. export controls, or when we are unsure whether EAR
or sanction risks are implicated in a certain transaction; and (iv) cease procurement of items
that meet the technical parameters for control under ECCN 3A090 or any items subject to the
U.S. export controls imposed by EAR that are subject to export license requirements to be
exported to us for entering into transactions and relevant restrictions, unless authorized by the
competent authorities. Further, we are exploring a third-party sanctions screening vendor that
provides real-time sanctions status tracking function to digitalizes our sanctions screening
process. Our Sanction Legal Advisor has reviewed and evaluated these internal control
measures and is of the view that strict compliance of the above internal control measures can
effectively and adequately mitigate and minimize the compliance risks associated with
international sanctions and applicable U.S. export controls.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established a set of risk management measures and internal control policies and
procedures that we consider to be appropriate for our business operations, and we are dedicated
to continuously improving these policies. Furthermore, we continually review the
implementation of our risk management policies and measures to ensure that our policies and
implementation are effective and sufficient. We have adopted and implemented internal control
management in various aspects of our business operations such as operational risk
management, compliance risk management, information security and data privacy risk
management and intellectual property risk management.
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Operational Risk Management
Operational risk refers to the risk of direct or indirect financial loss resulting from
incomplete or problematic internal processes, personnel mistakes, IT system failures or
external events. We have established a series of internal procedures to manage such risk.
We take a holistic approach with regard to operational risk management and implement
a mechanism with detailed and decentralized responsibilities and clear rewards and punishment
systems. Our information technology, human resources, finance and operations departments are
collectively responsible for ensuring the compliance of our operations with internal
procedures. In the event of a major adverse event, the matter will be escalated to our CEO and
the Board to take appropriate measures. Through effective operational risk management, we
expect to control operational risks within a reasonable range by identifying, measuring,
monitoring and containing operational risks to reduce potential losses.
Compliance Risk Management
Compliance risk refers to the risk of being subject to legal and regulatory sanctions, and
the risk of major financial and reputational losses as a result of our failure to comply with
relevant laws, regulations, rules and guidelines.
Compliance risk management refers to the dynamic managing processes of our effective
identification and management of compliance risks and proactively preventing the occurrence
of risk events. We have established sound compliance risk management procedures to achieve
effective identification and management of compliance risk and ensure that our operations are
in compliance with applicable laws and regulations.
In accordance with such procedures, our legal department carefully reviews the contracts
we enter into with customers and suppliers. Before entering into any contracts or business
arrangements, our legal department reviews the contract terms and examines related
documents, including all necessary due diligence materials and licenses and permits obtained
by the other party to fulfill its obligations under the relevant contract.
In addition, we continually monitor changes in relevant laws and regulations as well as
the regulatory environment to ensure compliance in our business operations. Our business
operations are subject to a comprehensive set of legal and regulatory requirements, in
particular, the AI-related laws and industry-specific regulations. See “Regulatory Overview —
Regulations on Privacy Protection.” In response to this evolving landscape, we have
established robust AI compliance management procedures and defined process levels to ensure
adherence to the applicable standards. In May 2025, we formally implemented the “Legal Work
Management Policy of DEEPEXI”, and established a legal and regulatory tracking mechanism,
clarifying responsible departments and the scope of tracking, conducting daily supervision of
newly implemented or revised laws and regulations, and carrying out special tracking for laws
related to major matters. At the same time, the policy also specifies that the company should
BUSINESS
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--- page 309 ---
regularly organize training for all employees and irregular targeted training for specific
departments based on development strategy and business needs. We will also establish a
cooperation mechanism with external lawyers to better supervise and manage our legal work.
Information Security and Data Privacy Risk Management
We have established data compliance management procedures and process levels. The
“Data Compliance Policy” specifies principles for data classification, data processing, data
protection, and data risk assessment, as well as procedures for incident response and approval.
It also regulates the processes for handling, collecting, transmitting, using, storing, and
destroying important company data. The “System Log Manual Review System” clarifies the
audit, abnormal situation handling, and data security training processes in the system log
management. See “— Data Security and Privacy.”
Intellectual Property Risk Management
See “— Intellectual Property.”
Audit Committee Experience and Qualification and Board Oversight
To monitor the ongoing implementation of our risk management policies, we have
established an Audit Committee to review and supervise our financial reporting process and
internal control system on an ongoing basis to ensure that our internal control system is
effective in identifying, managing and mitigating risks involved in our business operations.
The Audit Committee comprises three members, namely Mr. Zhang Jielong, Dr. Y ang Hongxia
and Dr. Kong Xianguang. Mr. Zhang Jielong is the Chairman of the Audit Committee and an
independent non-executive Director. See “Directors and Senior Management — Directors.”
In addition to our internal control department, we have also established an internal audit
department which is responsible for reviewing the effectiveness of internal controls and
reporting issues identified and improving our internal control system and procedures by
identifying internal control failures and weaknesses on an ongoing basis. The internal audit
department reports any major issues identified to the Audit Committee and Board of Directors
on a timely basis.
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A W ARDS AND RECOGNITIONS
During the Track Record Period, we received awards and recognition in respect of our
products, technology and innovation, significant ones of which are set forth below:
Award/Recognition
Award
year Awarding Institution/Authority
Shenzhen AI Award ( ଉέɛʈ౽ঐ
ᆤ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2025,
2024
Shenzhen Association for Artificial
Intelligence ( ଉέ̹ɛʈ౽ঐኪึ)
2025 World Unicorn Enterprise /H1118/H1118/H1118/H11182025 Great-wall Enterprise Institute
National-level Specialized and
Innovative “Little Giant”
Enterprise (ॴਖ਼ၚतอ“ʃ̶
ɛ”Άุ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 MIIT (The Ministry of Industry and
Information Technology) ( ʕശɛ
ʷ௅)
Beijing Municipal Enterprise
Technology Center ( ̏ԯ̹̹ॴΆ
ุҦஔʕː) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 Beijing Municipal Bureau of
Economy and Information
Technology (ʷ
҅)
Forbes China’s Top 50 Artificial
Intelligence Technology
Companies ( ၅̺౶ʕ਷ɛʈ౽ঐ
ҦΆุTOP 50) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 Forbes China’s Top 50 Artificial
Intelligence Technology
Companies
AI4SE “Silver Bullet” Outstanding
Cases (AI4SE “ ვᅁ”Է)/H1118/H1118/H1118
2024 China Artificial Intelligence Industry
Development Alliance ( ʕ਷ɛʈ
ᑌຑ)
Typical cases of large-scale
application of artificial
intelligence models at the Global
Digital Economy Conference ( Ό
ఙ
Է) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 Global Digital Economy Conference
Organizing Committee ( Όଢᅰο
຾᏶ɽึଡ଼։ึ)
Third Prize in Industrial
Manufacturing Track, Beijing
Division ( ̏ԯᒄਜʈุႡிᒄ༸
ɧഃᆤ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 National Data Administration (࢕
ᅰኽ҅)
BUSINESS
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Award/Recognition
Award
year Awarding Institution/Authority
Typical Cases of Comprehensive AI
Empowerment ( ɛʈ౽ঐΌ౻ረঐ
Է) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2024 Administrative Committee of
Zhongguancun Science City
Excellent Case Study in Database
(Է) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2023 China Academy of Information and
Communications Technology
(Ӻ৫)
First Prize in Growth Group of the
11th China Innovation and
Entrepreneurship Competition
Beijing Division (ʕ਷௴
ଡ଼ɓഃ
ᆤ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2022 China Innovation and
Entrepreneurship Competition
(ʕ਷௴อ௴ุɽᒄ)
BUSINESS
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OVERVIEW
Our Board consists of nine Directors, comprising five executive Directors, one non-
executive Director and three independent non-executive Directors. All Directors are elected by
the general meeting for a term of three years which is renewable upon re-election. The major
powers and functions of the Board include, but are not limited to, convening the general
meetings, presenting reports to the general meetings, implementing the resolutions passed at
the general meetings, determining the operational plans and investment plans of the Group,
determining the annual financial budgets and final accounts of the Group, determining the
fundamental management systems of the Group, formulating profit distribution plans and loss
recovery plans of the Group, and exercising other powers and functions as conferred by the
Articles of Association.
Our senior management is responsible for the management of day-to-day operations of
the Group.
DIRECTORS
The following table sets forth certain information of our Directors:
Name Age Position(s) Roles and responsibilities
Date of joining
our Group
Date of
appointment as
a Director (1)
Relationship
with other
Directors and
senior
management
Mr. ZHAO Jiehui
(ሾ) /H1118/H1118/H1118/H1118
46 Founder, chairman of
the Board, executive
Director and chief
executive officer
Responsible for the overall
planning of our Group’s
strategic iteration,
technology innovation,
organization culture,
operation system and
resource and personnel
October 1, 2018 March 14, 2025 None
Mr. Y ANG Lei
(เᆾ) /H1118/H1118/H1118/H1118/H1118
46 Co-founder, executive
Director and
president of our
product and solution
staff team (PSST)
Responsible for formulating
and promoting
departmental technology
strategic planning,
coordinating the
management of the R&D
team and resource
allocation of our Group
May 3, 2018 March 14, 2025 None
DIRECTORS AND SENIOR MANAGEMENT
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Name Age Position(s) Roles and responsibilities
Date of joining
our Group
Date of
appointment as
a Director (1)
Relationship
with other
Directors and
senior
management
Dr. LI Qiang
(ҽ੶) /H1118/H1118/H1118/H1118/H1118
57 Executive Director,
chief operating
officer, secretary to
the Board and joint
company secretary
Responsible for the daily
operation management of
our Group and
intra-department
coordination for efficient
implementation of our
strategic goals
December 2,
2020
(2)
March 14, 2025 None
Mr. CAO Lianfei
(࠭)H1118/H1118/H1118/H1118
44 Executive Director and
president of our
sales and service
system
Responsible for managing
and coordinating the
sales and service system
of our Group and
formulating sales plans
and overseeing sales
team management
May 3, 2018 March 14, 2025 None
Ms. SHI Yi
(֝)H1118/H1118/H1118/H1118/H1118
39 Executive Director and
employee
representative
Director
Responsible for managing
and coordinating the
human resources, talent
and incentives and
organizational
development of our
Group
October 1, 2018 March 14, 2025 None
Mr. W ANG
Zhenghao
(ˮ͍ख) /H1118/H1118/H1118/H1118
41 Non-executive Director Participating in evaluation
and approval of business
plans, strategies and
major decisions of our
Group through the Board
August 23,
2021
March 14, 2025 None
Dr. Y ang Hongxia
(ᒳ) /H1118/H1118/H1118/H1118
41 Independent non-
executive Director
Providing independent
opinion and judgment to
the Board
March 14, 2025 March 14, 2025 None
Dr. KONG
Xianguang
(ˆኮΈ) /H1118/H1118/H1118/H1118
50 Independent non-
executive Director
Providing independent
opinion and judgment to
the Board
March 14, 2025 March 14, 2025 None
Mr. ZHANG
Jielong
(Ꮂ) /H1118/H1118/H1118/H1118
43 Independent non-
executive Director
Providing independent
opinion and judgment to
the Board
March 14, 2025 March 14, 2025 None
Notes:
(1) For the avoidance of doubt, the date of the appointment of each Director of our Company refers to his or her
appointment as Director after the Company’s conversion into a joint stock company with limited liability. For
the details of the conversion, see “History, Development and Corporate Structure — Major Shareholding
Changes of our Company — 4. The Conversion.” For biographical details of our Directors, see “— Directors”
of this section.
(2) Prior to Dr. Li Qiang’s current managerial positions as executive Director, chief operation officer, secretary to
the Board and joint company secretary, Dr. Li served as a non-executive Director of our Company from March
2019 to March 2020 and from December 2020 to June 2024.
DIRECTORS AND SENIOR MANAGEMENT
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Executive Directors
Mr. Zhao Jiehui (ሾ), aged 46, is the founder of our Group, and has served as
chairman of the Board, executive Director and chief executive officer of our Company. He was
re-designated as our executive Director in March 2025.
Mr. Zhao has over 20 years of experience in the information technology industry. Prior
to joining our Group, he worked as a core technology expert and team leader in core router
related fields at Huawei Technologies Co., Ltd. (ʮ̡) from March 2004 to May
2015. He worked within the Alibaba Group (Ԣˋˋණྠ) from May 2015 to September 2018,
during which he held various positions including the senior technology expert and general
manager of the enterprise business department at Alibaba Cloud Computing Co. Ltd. (Ԣථ
ʮ̡).
Mr. Zhao graduated from Tianjin University (ɽኪ) in Tianjin, the PRC, majoring in
electrical engineering and automation in June 2001, and received his master’s degree in power
system and automation from the same institution in Tianjin, the PRC, in June 2004.
Mr. Y ang Lei ( เᆾ), aged 46, is the co-founder, an executive Director and president of
our product and solution staff team (PSST).
Mr. Y ang has over 20 years of experience in the information technology industry. Prior
to joining our Group, he worked as a senior product manager and senior engineer at Huawei
Technologies Co., Ltd. (ʮ̡) from December 2004 to December 2012, and as
the founder and chief executive officer at Beijing Weiqing Technology Co., Ltd. (߅
ʮ̡) from May 2016 to January 2018. Together with Mr. Zhao, Mr. Y ang co-founded
our Group in May 2018 and served as our supervisor from May 2018 to July 2018, president
of our product and solution staff team since July 2018, our Director from July 2018 to March
2020, and our Director since December 2020. He was re-designated as our executive Director
in March 2025.
Mr. Y ang received his bachelor’s degree in vehicle operation engineering (automotive
application engineering) from Southwest Forestry College (ኪ৫) (currently known as
Southwest Forestry University (ุɽኪ)) in Y unnan, the PRC, in July 2001, and received
his master of business administration degree from China Europe International Business School
(ʕᆄ਷ყʈਠኪ৫) in Shanghai, the PRC, in August 2023. As a key participant, he
contributed to the R&D of the “Multimodal Corpus Data Intelligent Platform,” which was
certified as a scientific and technological achievement by the China Association for Promoting
Science and Technology in the Private Sector (ආึ) in April 2024.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 315 ---
Dr. Li Qiang ( ҽ੶), aged 57, is an executive Director, chief operating officer, secretary
to the Board and joint company secretary of our Company.
Dr. Li has extensive experience in investment and financing and operational management.
Prior to joining our Group, he served as a certification engineer/airworthiness inspector at the
Aircraft Airworthiness Center of the Civil Aviation Administration of China (“CAAC”) ( ʕ਷
ኜቇঘʕː) from July 1996 to April 1998, a senior certification
engineer/airworthiness inspector at the Aviation Safety Technology Center of the CAAC ( ʕ਷
τΌҦஔʕː) from April 1998 to August 2002, the executive director of
operations division at Aircraft Maintenance & Engineering Corporation (ʈ೻Ϟ
ʮ̡) from August 2002 to September 2010, the general manager of information
management department at Air China Limited (ʮ̡), a company listed
on the Stock Exchange (stock code: 0753), the Shanghai Stock Exchange (stock code: 60 1111)
and the London Stock Exchange (stock code: AIRC), from September 2010 to February 2017,
and a partner at Gaoling Tiancheng (Beijing) Investment Consulting Co., Ltd. ( ৷ᵌ˂ϓ(̏ԯ)
ʮ̡) from February 2017 to May 2024. Dr. Li has been serving as our chief
operating officer since June 2024. Dr. Li served as a non-executive Director of our Company
from March 2019 to March 2020 and from December 2020 to June 2024, and has been serving
as our Director since July 2024. He was re-designated as our executive Director in March 2025
and appointed as our secretary to the Board and joint company secretary in August 2025.
Dr. Li received his bachelor’s degree in aircraft design from Northwestern Polytechnical
University ( Г̏ʈุɽኪ) in Shaanxi, the PRC, in July 1991, where he further received his
master’s and doctoral degrees in aircraft design in July 1993 and June 1996, respectively. He
further received his master of business administration degree from China Europe International
Business School ( ʕᆄ਷ყʈਠኪ৫) in Shanghai, the PRC, in August 2008.
Mr. Cao Lianfei (࠭)aged 44, is an executive Director and president of our sales
and service system.
Mr. Cao has over 18 years of experience in the technology, media and telecom industry.
Prior to joining our Group, he served as the general manager of western region at Shenzhen
Huachengfeng Technology Co., Ltd. (ʮ̡) from September 2006 to
December 2017. He joined our Group in May 2018 and has been serving as president of our
sales and service system since then. He has been serving as our Director since December 2020
and was re-designated as our executive Director in March 2025.
Mr. Cao graduated from Nanchang University (ɽኪ) in Jiangxi, the PRC, majoring
in communication engineering in July 2006.
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Ms. Shi Yi (֝)aged 39, is an executive Director and employee representative
Director.
Ms. Shi has over 13 years of experience in project management and product operations.
Prior to joining our Group, she worked at Guangdong Zhangzhong Wanwei Electronic Co., Ltd.
(ʮ̡). After that, she worked as a senior product manager at Richinfo
Technology Co. Ltd. (ʮ̡) from September 2012 to April 2016, a senior
product manager at Guangdong Wanzhang Jinshu Information Technology Co., Ltd. (ຬɩ
ʮ̡) from April 2016 to October 2016, and a product director at
Beijing Rongshu Y untu Technology Co., Ltd. Guangzhou Branch (ʮ̡
ᄿψʱʮ̡) from October 2016 to November 2017. She joined our Group in October 2018 and
has been serving as our supervisor from December 2020 to March 2025. She served as our
president of digital innovation center from October 2018 to January 2024 and has been serving
as the president of our human resources system since January 2024. She was elected as our
employee representative Director and designated as our executive Director in March 2025.
Ms. Shi graduated from Wuhan University of Science and Technology (Ҧɽኪ)i n
Hubei, the PRC, majoring in architectural decoration in June 2006 and is currently pursuing her
master of business administration degree at Harbin Institute of Technology (ဧᏵʈุɽኪ)
in Heilongjiang, the PRC. She was accredited as a system integration project management
engineer (ࢪby the Ministry of Human Resources and Social Security
of the PRC (ღ௅) in August 2013.
Non-executive Director
Mr. Wang Zhenghao ( ˮ͍ख), aged 41, is a non-executive Director of our Company.
Mr. Wang has extensive experience in corporate management. He worked at China
Metallurgical Group Corporation (ʮ̡) from 2010 to 2012, and at
Industrial Bank ( ጳุვБ) from 2013 to 2018. He has currently been serving as the general
manager at Xingtou (Beijing) Capital Management Co., Ltd. ( ጳҳ(̏ԯ)ʮ̡)
since August 2018, a non-executive director at Dmall Inc. (ʮ̡), a company
listed on the Stock Exchange (stock code: 2586) since November 2020, a supervisor at Jinko
Solar Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange
(stock code: 688223), since March 2022, and the chairman of the supervisory board at Farasis
Energy (Ganzhou) Co., Ltd. (Ҧ(ᜯψ)ʮ̡), a company listed on the Shanghai
Stock Exchange (stock code: 688567), since July 2022. Mr. Wang has been a Director of our
Company since August 2021 and was re-designated as our non-executive Director in March
2025.
Mr. Wang received his bachelor’s degree in human resources management from Beijing
Normal University (ᇍɽኪ) in Beijing, the PRC, in July 2006, and received his master’s
degree in western economics from Peking University ( ̏ԯɽኪ) in Beijing, the PRC, in June
2010.
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Independent Non-executive Directors
Dr. Y ang Hongxia (ᒳ), aged 41, is an independent non-executive Director of our
Company.
Dr. Y ang has extensive experience in the artificial intelligence field and academic
research. She worked at IBM Corporation from January 2011 to January 2015 and Y ahoo! from
January 2015 to September 2016, and worked as a senior staff algorithm engineer at Alibaba
DAMO Academy (Ԣˋˋ༺ᅙ৫) of Taobao (China) Software Co., Ltd. ( ଇᘒ(ʕ਷)ழ΁Ϟ
ʮ̡) from September 2016 to September 2022. She has been a professor at The Hong Kong
Polytechnic University (ಥଣʈɽኪ) since July 2024. Dr. Y ang was appointed as an
independent non-executive Director of our Company in March 2025.
Dr. Y ang obtained her bachelor’s degree in statistics from Nankai University (කɽኪ)
in Tianjin, the PRC, in June 2007 and her doctoral degree in statistics from Duke University
in the United States in December 2010. She was awarded the Super AI Leader Award ( ՙ൳ɛ
ᆤ) at the 2019 World Artificial Intelligence Conference (2019ɛʈ౽ঐɽ
ึ), the Second-Class National Science and Technology Progress Award (ኪҦஔආӉᆤ
ɚഃᆤ) by the State Council in 2020, the First-Class Science and Technology Progress Award
(ኪҦஔආӉᆤɓഃᆤ) by the Chinese Institute of Electronics ( ʕ਷ཥɿኪึ) in 2021 and
the First-Class Science and Technology Progress Award (ኪҦஔආӉᆤɓഃᆤ)b yt h e
Ministry of Education of the PRC in 2022.
Dr. Kong Xianguang ( ˆኮΈ), aged 50, is an independent non-executive Director of our
Company.
Dr. Kong has over 20 years of experience in academic research and the big-data
technology industry. He has been working as a lecturer at Xidian University (Ҧɽ
ኪ) since May 2005 and has served as the director of the Intelligent Manufacturing and
Industrial Internet (Big Data) Research Center ( ౽ঐႡிၾʈุʝᑌၣ(ɽᅰኽ)Ӻʕː), the
head of the Shaanxi Provincial Key Innovation Team for Industrial Internet Big Data and
Intelligent Systems (ᓃ௴อྠඟ), the director of the
Shaanxi Provincial Industrial Internet Technology Engineering Center (ʈุʝᑌၣҦஔ
ʈ೻ʕː), and the director of the Xi’an Industrial Big Data and Intelligent Systems
Engineering Center ( Гτ̹ʈุɽᅰኽၾ౽ঐӻ୕ʈ೻ʕː). He was recognized as a
professor by the Shaanxi Provincial Ministry of Human Resources and Social Security in July
2021. Dr. Kong was appointed as an independent non-executive Director of our Company in
March 2025.
Dr. Kong received his bachelor’s, master’s and doctoral degrees in mechanical
manufacturing and automation from Northwestern Polytechnical University ( Г̏ʈุɽኪ)i n
Shaanxi, the PRC, in July 1997, March 2000 and March 2005, respectively. He was accredited
as a strategic think tank expert (࢕of Shaanxi Transportation Holding Group Co.,
Ltd. (ʮ̡) in 2025, academic committee member of the Key
Laboratory of Industrial Big Data Analysis and Integrated Applications, Ministry of Industry
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and Information Technology (ኪஔ։
ึ), academic committee member of the Key Laboratory of Intelligent Equipment Digital
Twin Technology Innovation and Testing, Ministry of Industry and Information Technology ( ౽
ึ) in 2023, co-chair of
the Data Assets Subgroup of the National Big Data Standardization Working Group ( Ό਷ɽᅰ
ኽᅺ๟ʈЪଡ଼ᅰኽ༟ପਖ਼ᕚଡ଼) in 2023, chairman of the Informatization Expert Group of the
Shaanxi Provincial State-owned Assets Supervision and Administration Commission (޲
ଡ଼) in 2024, Included Expert in the Shaanxi Provincial 5G+ Application
Operations (޲5G+࢕in December 2023, and industry expert
advisor of Suzhou Big Data Exchange (ה׸in 2023.
Mr. Zhang Jielong (Ꮂ), aged 43, is an independent non-executive Director of our
Company.
Mr. Zhang has rich experience in finance, equity investment, and mergers and
acquisitions. He worked as a senior associate at PricewaterhouseCoopers Zhong Tian LLP
Beijing Branch (ה(౷ஷΥྫ)הfrom August 2004 to
March 2007. He worked at Mizuho from September 2007 to July 2011, with his last position
as vice president of Mizuho Securities Asia Limited (ʮ̡). He served as a
managing director at China Development Bank International Holdings Limited (ٰ
ʮ̡) from August 2011 to March 2018. Mr. Zhang currently serves as the chief financial
officer at G7 Connect Inc (G7ʮ̡) since March 2018. Mr. Zhang was
appointed as an independent non-executive Director of our Company in March 2025.
Mr. Zhang received his bachelor’s degrees in literature and economics from Beijing
Foreign Studies University ( ̏ԯ̮਷Ⴇɽኪ) in Beijing, the PRC, in July 2004, and his
master’s degree in business administration from The Chinese University of Hong Kong (ಥ
ʕ˖ɽኪ) in December 2011. He is a fellow member of the Hong Kong Securities and
Investment Institute (ಥᗇՎʿҳ༟ኪึ).
Save as disclosed in the Prospectus, none of our Directors (i) held any other positions in
our Company or any other members of our Group as of the Latest Practicable Date; (ii) had any
other relationship with any Directors, senior management or the Controlling Shareholders
Group of our Company as of the Latest Practicable Date; (iii) held any directorship in any other
listed companies in the three years immediately prior to the date of the Prospectus or (iv) had
any other matters with respect to his/her appointment that need to be brought to the attention
of our Shareholders or any information that is required to be disclosed pursuant to Rule
13.51(2)(a) to (v) of the Listing Rules.
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SENIOR MANAGEMENT
The following table sets forth certain information of the senior management of the Group:
Name Age Position(s) Roles and responsibilities
Date of joining
our Group
Date of
appointment as
a member of
senior
management (1)
Relationship
with other
Directors and
senior
management
Mr. ZHAO Jiehui
(ሾ) /H1118/H1118/H1118/H1118
46 Founder, chairman of
the Board, executive
Director and chief
executive officer
Responsible for the overall
planning of the Group’s
strategic iteration,
technology innovation,
organization culture,
operation system and
resource and personnel
October 1, 2018 March 14, 2025 None
Mr. Y ANG Lei
(เᆾ) /H1118/H1118/H1118/H1118/H1118
46 Co-founder, executive
Director and
president of our
product and solution
staff team (PSST)
Responsible for formulating
and promoting
departmental technology
strategic planning,
coordinating the
management of the R&D
team and resource
allocation of our Group
May 3, 2018 March 14, 2025 None
Dr. LI Qiang
(ҽ੶) /H1118/H1118/H1118/H1118/H1118
57 Executive Director,
chief operating
officer, secretary to
the Board and joint
company secretary
Responsible for the daily
operation management of
our Group and
intra-department
coordination for efficient
implementation of our
strategic goals
December 2,
2020
(2)
March 14, 2025 None
Mr. CAO Lianfei
(࠭)H1118/H1118/H1118/H1118
44 Executive Director and
president of our
sales and service
system
Responsible for managing
and coordinating the
sales and service system
of our Group and
formulating sales plans
and overseeing sales
team management
May 3, 2018 March 14, 2025 None
Mr. XUE Genglei
(ᑡһᆾ) /H1118/H1118/H1118/H1118
46 General manager of
our financial
operation center
Responsible for the
financial management
and reporting of our
Group
January 1, 2023 March 14, 2025 None
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Name Age Position(s) Roles and responsibilities
Date of joining
our Group
Date of
appointment as
a member of
senior
management (1)
Relationship
with other
Directors and
senior
management
Ms. HONG Le
(ᆀ) /H1118/H1118/H1118/H1118/H1118
37 Chief marketing officer Responsible for developing
and executing marketing
strategies of our Group
February 1,
2021
March 14, 2025 None
Notes:
(1) For the avoidance of doubt, the date of the appointment of each senior management of our Company refers to
his or her appointment of the relevant positions in our Company after its conversion into a joint stock company
with limited liability. For the details of the conversion, see “History, Development and Corporate Structure —
Major Shareholding Changes of our Company — 4. The Conversion.” For biographical details of our senior
management members, see “— Directors” and “— Senior Management” of this section.
(2) Prior to Dr. Li Qiang’s current managerial positions as executive Director, chief operation officer, secretary to
the Board and joint company secretary, Dr. Li served as a non-executive Director of our Company from March
2019 to March 2020 and from December 2020 to June 2024.
Mr. Zhao Jiehui (ሾ) is the founder, executive Director, chairman of the Board and
chief executive officer of our Company. For the biographical details of Mr. Zhao, see “—
Directors — Executive Director”.
Mr. Y ang Lei (เᆾ) is the co-founder, an executive Director and president of our product
and solution staff team (PSST). For the biographical details of Mr. Y ang, see “— Directors —
Executive Directors”.
Dr. Li Qiang ( ҽ੶) is an executive Director, chief operating officer, secretary to the
Board and joint company secretary of our Company. For the biographical details of Dr. Li, see
“— Directors — Executive Directors”.
Mr. Cao Lianfei (࠭)is an executive Director and president of our sales and service
system. For the biographical details of Mr. Cao, see “— Directors — Executive Directors”.
Mr. Xue Genglei ( ᑡһᆾ), aged 46, is the general manager of our financial operation
center, which is mainly responsible for the financial management and reporting affairs of our
Group.
Mr. Xue has over 18 years of experience in financial accounting and corporate
management. He worked as an audit manager at ShineWing Certified Public Accountants (ڦ
הfrom October 2006 to October 2015 and the group senior vice president
at Guoxin Y ouyi Data Co., Ltd. (ʮ̡) from November 2015 to
November 2022. He joined our Group in January 2023 and worked as our general manager of
financial operation center since then.
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Mr. Xue received his bachelor’s degree in financial management from Hebei University
of Economics and Business (̏຾൱ɽኪ) in Hebei, the PRC, in July 2003, and was
recognized as a Certified Public Accountant by the Ministry of Finance of the PRC in February
2006.
Ms. Hong Le (ᆀ), aged 37, is our chief marketing officer.
Ms. Hong worked as a responsible editor and reporter of Beijing Community News ( ̏
ਜజ) from June 2010 to June 2013, a responsible editor and reporter of PR Magazine ( ਷
ყʮᗫᕏႦ) from June 2013 to April 2015, a director of brand public relations at Beijing
Dongfang Cheyun Information Technology Co., Ltd. (ʮ̡) from
May 2015 to July 2016, a deputy director of public relations at Liangcheng Technology
(Beijing) Co., Ltd. (Ҧ(̏ԯ)ʮ̡) from January 2017 to January 2020, and a public
relations manager at Genkiforest Co., Ltd. (؍(̏ԯ)ʮ̡) from May
2020 to July 2020. She joined our Group in February 2021 and has been serving as our chief
marketing officer since then. Ms. Hong worked as the secretary to the Board of our Company
from March 2025 to August 2025 and her appointment as our company secretary was from
March 2025 to August 2025.
Ms. Hong received her bachelor’s degree of management from Beijing University of
Agriculture ( ̏ԯ༵ኪ৫) in Beijing, the PRC, in June 2010 and graduated from Renmin
University of China ( ʕ਷ɛ͏ɽኪ) with a major in communication in Beijing, the PRC, in
July 2013.
JOINT COMPANY SECRETARIES
Dr. Li Qiang ( ҽ੶) is an executive Director, chief operating officer, secretary to the
Board and joint company secretary of our Company. For the biographical details of Dr. Li, see
“— Directors — Executive Directors”.
Ms. Y eung Siu Wai Kitty ( เʃᅆ) is our joint company secretary.
Ms. Y eung is a senior manager of company secretarial services of Tricor Services Limited
(a member of Vistra group). Ms. Y eung has over 15 years of experience in the corporate
secretarial field. She has been providing professional corporate services to Hong Kong listed
companies as well as private and offshore companies. Ms. Y eung 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. Y eung received her bachelor’s degree of social science in administration and public
management from City University of Hong Kong (̹ɽኪ) in November 2006 and her
master’s degree in corporate governance from Hong Kong Metropolitan University (ಥேึ
ɽኪ) (formerly known as The Open University of Hong Kong (ಥʮකɽኪ)) in August
2017.
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CONFIRMATION FROM OUR DIRECTORS
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules on April 8, 2025; and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (i) his or her independence as
regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he
or she has no past or present financial or other interest in the business of our Company or our
subsidiaries or any connection with any core connected person of our Company under the
Listing Rules as of the Latest Practicable Date; and (iii) that there are no other factors that may
affect his or her independence at the time of his or her appointment.
Rule 8.10 of the Listing Rules
As of the Latest Practicable Date, none of our Directors (other than our independent
non-executive Directors) had interests in any business, which competes or is likely to compete,
either directly or indirectly, with our business that would require disclosure under Rule 8.10
of the Listing Rules.
BOARD COMMITTEES
Our Company has established three Board Committees in accordance with the relevant
PRC laws and regulations, the Articles and the corporate governance practice under the Listing
Rules, namely the Audit Committee, the Remuneration and Appraisal Committee and the
Nomination Committee.
Audit Committee
We have established the Audit Committee in compliance with Rule 3.21 of the Listing
Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The
Audit Committee consists of three Directors, namely Mr. Zhang Jielong, Dr. Y ang Hongxia and
Dr. Kong Xianguang. Mr. Zhang Jielong currently serves as the chairman of the Audit
Committee and is appropriately qualified as required under Rules 3.10(2) and 3.21 of the
Listing Rules. The primary duties of the Audit Committee are as follows:
(i) to make recommendations to the Board on the appointment, replacement and
removal of an external auditor, consider and approve the remuneration and terms of
engagement of an external auditor and any questions of its resignation or dismissal;
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(ii) to review and monitor the external auditor’s independence and objectivity and the
effectiveness of the audit process in accordance with applicable standards. The
Audit Committee shall discuss with the external auditor the nature and scope of the
audit and reporting obligations before the audit commences;
(iii) to develop and implement policies on engaging an external auditor to provide
non-audit services;
(iv) to review and supervise the truthfulness, completeness and correctness of financial
statement, annual report and accounts and half-year report;
(v) to review the financial policy, risk management and internal control evaluation
system of the Company;
(vi) to facilitate communications between the internal audit department and the external
auditor; and
(vii) other matters required by laws, regulations, regulatory documents, the rules of the
securities regulatory authority of the place where the Shares of the Company are
listed and the requirements of the Articles of Association, and as authorized by the
Board.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee in compliance with Rule
3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the
Listing Rules. The Remuneration and Appraisal Committee consists of three Directors, namely
Dr. Kong Xianguang, Dr. Y ang Hongxia and Mr. Zhao. Dr. Kong Xianguang currently serves
as the chairman of the Remuneration and Appraisal Committee. The primary duties of the
Remuneration and Appraisal Committee are as follows:
(i) to organize and formulate the remuneration policy and plan of Directors and senior
management with reference to their main duties, scope, importance, time
commitment and salary level of relevant positions. The remuneration plan and
policy mainly include but are not limited to performance evaluation standards,
procedures and main evaluation systems, and main plans for rewards and
punishments, and shall include benefits in kind, pension rights and compensation
payments (including compensation for loss or termination of their office or
appointment);
(ii) to make recommendations to the Board on the remuneration packages of the
executive Directors and senior management;
(iii) to make recommendations to the Board on the remuneration of non-executive
Directors;
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(iv) to consider salaries paid by comparable companies, time commitment and
responsibilities and employment conditions elsewhere in our Group;
(v) to study and make recommendations to the Board on the appraisal criteria for
Directors and senior management, review the performance of Directors (excluding
independent non-executive Directors) and senior management and conduct annual
performance appraisals;
(vi) to review and approve the compensation payable to the executive Directors and
senior management for their loss or termination of office or appointment to ensure
that such compensation is consistent with the contractual terms and is otherwise fair
and not excessive;
(vii) to review and approve the compensation arrangements relating to dismissal or
removal of the Directors for misconduct to ensure that such compensation is
consistent with the contractual terms and is otherwise fair and not excessive;
(viii) to ensure that no Director or any of his associates is involved in deciding his own
remuneration;
(ix) to supervise the implementation of the remuneration procedures and review the
relevant remuneration policies on a regular basis; and
(x) to review and/or approve relevant share schemes as set out in Chapter 17 of the
Listing Rules.
Nomination Committee
We have established the Nomination Committee in compliance with the Corporate
Governance Code set out in Appendix C1 to the Listing Rules. The Nomination Committee
consists of five Directors, namely Mr. Zhao, Mr. Y ang, Dr. Y ang Hongxia, Dr. Kong Xianguang
and Mr. Zhang Jielong. Mr. Zhao Jiehui currently serves as the chairman of the Nomination
Committee. The primary duties of the Nomination Committee are as follows:
(i) to review the size and composition of the Board (including the skills, knowledge and
experience) at least annually and make recommendations on any proposed changes
to the Board to complement our Company’s corporate strategy;
(ii) to formulate the corporate governance policies and standards, monitor the
implementation, and make recommendations to the Board;
(iii) to examine the select standards and procedures of directors and senior management
and make recommendation to the Board, and supervise the training and development
plan of directors and senior management;
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(iv) to identify individuals suitably qualified to become board members and select and
make recommendations to the Board on the selection of individuals nominated for
directorships;
(v) to assess the independence of the independent non-executive Directors;
(vi) to make recommendations to the Board on the appointment or re-appointment of
Directors and succession planning for Directors (in particular the chairman of the
Board and the chief executive officer); and
(vii) other matters required by laws, regulations, regulatory documents, the rules of the
securities regulatory authority of the place where the Shares of the Company are
listed and the requirements of the Articles of Association, and as authorized by the
Board.
BOARD DIVERSITY POLICY
We have adopted a board diversity policy which sets out the approach to achieve diversity
of the Board. Our Company recognizes and embraces the benefits of having a diverse Board
and sees increasing diversity at the Board level, including gender diversity, as an essential
element in maintaining the Company’s competitive advantage and enhancing its ability to
attract, retain and motivate employees from the widest possible pool of available talent.
Pursuant to our board diversity policy, selection of Board candidates will be based on a
range of diversity perspectives, including but not limited to gender, age, cultural and
educational background, industry experience, technical capabilities, professional qualifications
and skills, knowledge, length of service and other related factors. We will also consider our
own business model and special needs. The ultimate selection of Director candidates will be
based on merits of the candidates and contribution that the candidates will bring to our Board.
Our Board currently consists of two female Directors and seven male Directors with a
balanced mix of knowledge and skills, including but not limited to overall management and
strategic development, finance, accounting and risk management. The Company is of the view
that the Board satisfies our board diversity policy.
Our Nomination Committee is responsible for the implementation of our board diversity
policy. Upon completion of the Listing, our Nomination Committee will review our board
diversity policy from time to time to ensure its continued effectiveness and we will disclose the
implementation of our board diversity policy in our corporate governance report on an annual
basis.
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REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The Directors and senior management members receive remuneration in the forms of
salaries, allowances, contribution to pension schemes, discretionary bonuses, share-based
compensation and other benefits in kind.
The aggregate amount of remuneration (including salaries, allowances, contribution to
pension schemes, discretionary bonuses and share-based compensation) and other benefits in
kind paid to our Directors for the three years ended December 31, 2024 and the six months
ended June 30, 2025 were approximately RMB11.9 million, RMB68.3 million, RMB4.9
million and RMB106.3 million, respectively, which included approximately RMB4.8 million,
RMB62.9 million, nil and RMB104.2 million, respectively in the form of share-based payment
expenses. Under the arrangement currently in force, we estimate the total remuneration before
taxation, including estimated share-based payment expenses, to be accrued to our Directors for
the year ending December 31, 2025 to be approximately RMB114.4 million, which included
approximately RMB106.9 million in the form of share-based payment expenses. The actual
remuneration of Directors in 2025 may be different from the expected remuneration.
The aggregate amount of fees, salaries, allowances, discretionary bonus, pension schemes
contribution, share-based compensation and other benefits in kind (if applicable) paid to the
five highest-paid individuals of our Group for the three years ended December 31, 2024 and
the six months ended June 30, 2025 were approximately RMB13.6 million, RMB71.2 million,
RMB5.8 million and RMB106.3 million, respectively. The five highest paid employees during
the three years ended December 31, 2024 and the six months ended June 30, 2025 included 4,
4, 4 and 5 Directors, respectively. The aggregate amount of fees, salaries, allowances,
discretionary bonus, pension schemes contribution and other benefits in kind (if applicable)
paid to remaining highest paid employees for the three years ended December 31, 2024 and the
six months ended June 30, 2025 were approximately RMB1.7 million, RMB2.8 million,
RMB975 thousand and nil, respectively.
During the Track Record Period, there was no remuneration paid or payable by our
Company to our Directors or the five highest-paid individuals as an inducement to join or upon
joining our Company. During the Track Record Period, there was no compensation paid or
payable by our Company to our Directors, former Directors or the five highest-paid individuals
for the loss of any office in connection with the management of the affairs of any subsidiary
of our Company.
During the Track Record Period, none of our Directors has waived or agreed to waive any
remuneration or benefits in kind for the past three years. Save as disclosed above, there were
no other payments paid or payable by our Company or any of our subsidiaries to our Directors
or the five highest-paid individuals during the Track Record Period.
DIRECTORS AND SENIOR MANAGEMENT
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COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
We are committed to achieving high standards of corporate governance with a view to
safeguarding the interests of our Shareholders. To accomplish this, save as disclosed below, we
expect to comply with the corporate governance requirements under the Corporate Governance
Code set out in Appendix C1 to the Listing Rules after the Listing.
Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, companies
listed on the Stock Exchange are expected to comply with, but may choose to deviate from the
requirement that the roles of chairman and chief executive should be separate and should not
be performed by the same individual. We do not have a separate chairman and chief executive
officer, and Mr. Zhao currently performs these two roles. Our Board believes that vesting the
roles of both chairman of our Board and chief executive officer in the same person has the
benefit of (i) ensuring consistent leadership within our Group, (ii) enabling more effective and
efficient overall strategic planning for our Group, and (iii) facilitating the flow of information
between the management and our Board. Our Board considers that the balance of power and
authority for the present arrangement will not be impaired and this structure will enable our
Company to make and implement decisions promptly and effectively. Our Board will continue
to review and consider splitting the roles of executive chairman of our Board and the chief
executive officer of our Company at a time when it is appropriate by taking into account the
circumstances of our Group as a whole.
COMPLIANCE ADVISOR
We have appointed SPDB International 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:
(1) before the publication of any regulatory announcement, circular or financial report;
(2) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(3) 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
(4) 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.
DIRECTORS AND SENIOR MANAGEMENT
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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 the Listing.
CORE R&D TEAM MEMBERS
For further details of the experience of our core R&D team members, see “Business —
Research and Development — R&D Team.”
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS GROUP
Pursuant to the Existing WVR Structure adopted by our Company on November 7, 2020,
each of the Shares held by Mr. Zhao and Mr. Y ang was entitled to five votes, while each of the
remaining Shares held by other Shareholders were entitled to one vote. Under the Existing
WVR Structure, Mr. Zhao is entitled to exercise 45.41% voting rights attached to his 16.49%
Shares held in the Company, and Mr. Y ang is entitled to exercise 10.75% voting rights attached
to his 3.90% Shares held in the Company. Pursuant to the Concert Party Agreement dated
October 31, 2020 entered into between Mr. Zhao and Mr. Y ang, Mr. Y ang irrevocably agreed
to, among others, act in concert with Mr. Zhao and follow his decisions in exercising his vote
at the shareholders’ meetings of our Company. The Concert Party Agreement came into effect
on the date of execution and shall remain effective until the date when Mr. Y ang no longer has
any direct or indirect shareholding interest in the Company and no longer acts as a Director.
Therefore, the Concert Party Agreement will remain effective after the proposed Listing. In
addition, Deepexi Huachuang and Deepexi Huaying, being our employee shareholding
platforms, held 12.43% and 2.12% of the equity interests of our Company, respectively. The
general partner of each of Deepexi Huachuang and Deepexi Huaying is Deepexi Huichuang,
which is controlled by Mr. Zhao. Accordingly, as of the Latest Practicable Date and under the
Existing WVR Structure and the Concert Party Agreement, Mr. Zhao is entitled to exercise
64.17% voting rights attached to the 34.95% of the Shares in our Company.
In anticipation of the proposed Global Offering and in order to comply with relevant
requirements of the Listing Rules, on April 9, 2025, the Shareholders of our Company entered
into a supplemental agreement to the shareholders’ agreement to, among others, terminate the
Existing WVR Structure on the day immediately preceding the date of the Listing. In addition,
the Articles of Association which contains no weighted voting rights structure was adopted and
will become effective upon the Listing Date. Therefore, our Company will not have any
weighted voting right arrangements or structure as defined under Rule 8A.02 of the Listing
Rules upon Listing.
Immediately following the completion of the Global Offering, in light of the Concert
Party Agreement between Mr. Zhao and Mr. Y ang, Mr. Zhao will be entitled to exercise 32.10%
of the voting rights of our Company, comprising: (i) 15.14% of our voting rights through
Shares directly held by him, (ii) 3.59% of our voting rights through Shares directly held by Mr.
Y ang, and (iii) 13.37% of our voting rights through Shares held by Deepexi Huachuang and
Deepexi Huaying through Deepexi Huichuang. Therefore, Mr. Zhao, Mr. Y ang, Deepexi
Huachuang, Deepexi Huaying and Deepexi Huichuang will constitute a group of Controlling
Shareholders of our Company upon completion of the Global Offering holding in aggregate
32.10% of the voting rights of our Company.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS GROUP
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NO COMPETITION AND CLEAR BUSINESS DELINEATION
Each member of the Controlling Shareholders Group confirms that, as of the Latest
Practicable Date, he/it did not have any interest in a business, apart from the business of our
Group, which competes or is likely to compete, directly or indirectly, with our business that
would require disclosure under Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS GROUP
Having considered the following factors, our Directors are satisfied that we are capable
of carrying on our business independently from Controlling Shareholders Group and its
respective close associates upon Listing.
Management Independence
Our business is managed and operated by our Board and senior management. For more
details, see “Directors and Senior Management.” Notwithstanding that our executive Directors,
Mr. Zhao and Mr. Y ang, are members of the Controlling Shareholders Group and that Mr. Zhao
is the executive director and manager of Deepexi Huichuang (being the general partner of our
employee shareholding platforms without other business operation), our Directors consider that
our Board and senior management team are able to manage our business independently from
the Controlling Shareholders Group 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. For details of the industry experience of our senior
management team, please refer to the section headed “Directors and Senior
Management” in this prospectus;
(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 shall abstain from voting and shall not be counted towards
the quorum for the voting;
(c) our Board has a balanced composition of executive Directors and independent
non-executive Directors which ensures the independence of our Board in making
decisions affecting our Company. Specifically, (i) our independent non-executive
Directors are not associated with the Controlling Shareholders Group or each of
their close associates; (ii) our independent non-executive Directors account for
one-third of the Board; and (iii) our independent non-executive Directors
individually and collectively possess the requisite knowledge and experience as
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS GROUP
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independent directors of listed companies and will be able to provide professional
advice to our Company. In conclusion, our Directors believe that our independent
non-executive Directors are able to bring impartial and sound judgment to the
decision-making process of our Board and protect the interest of our Company and
our Shareholders as a whole; and
(d) we will establish corporate governance measures and adopt sufficient and effective
control mechanisms to manage potential conflicts of interest, if any, between our
Group and Controlling Shareholders Group, which would support our independent
management. For details, please see “— Corporate Governance” in this section.
Operational Independence
Our Group does not rely on Controlling Shareholders Group and their respective close
associates for our business development, staffing, administration, finance, internal audit,
information technology, sales and marketing, or company secretarial functions. We have our
own departments specializing in these respective areas which have been in operation and are
expected to continue to operate separately and independently from members of the Controlling
Shareholders Group and their respective close associates. In addition, we have our own
headcount of employees for our operations and management for human resources.
Our Group has independent access to suppliers and customers and an independent
management team to handle our day-to-day operations. We are also in possession of all relevant
licenses, certificates, facilities and intellectual property rights necessary to carry on and
operate our principal businesses and we have sufficient operational capacity in terms of capital
and employees to operate independently.
Based on the above, our Directors believe that we are able to operate independently of
members of the Controlling Shareholders Group and their respective close associates.
Financial Independence
Our Group has 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. We do not expect to rely
on the Controlling Shareholders Group and their respective close associates for financing after
Listing as we expect that our working capital will be funded by cash, cash equivalent on hand
as well as the net proceeds from the Global Offering. As such, our Company’s financial
functions, such as cash and accounting management, invoices and bills, operate independently
of members of the Controlling Shareholders Group and their respective close associates.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS GROUP
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We are capable of obtaining financing from Independent Third Parties without relying on
any guarantee or security provided by members of the Controlling Shareholders Group and
their respective close associates. As of the Latest Practicable Date, we confirm that there is no
financial assistance provided by the Controlling Shareholders Group to our Group and vice
versa.
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 members of the Controlling Shareholders
Group and their respective close associates upon Listing.
CORPORATE GOVERNANCE
Our Company will comply with the provisions of the Corporate Governance Code in
Appendix C1 to the Listing Rules (the “ Corporate Governance Code ”), which sets out
principles of good corporate governance.
Our Directors recognize the importance of protecting the rights and interests of all
Shareholders, including the rights and interests of our minority Shareholders. We will adopt the
following measures to ensure good corporate governance standards and avoid potential
conflicts of interest between our Group and the Controlling Shareholders Group:
(a) where a Shareholders’ meeting is held for considering proposed transactions in
which the Controlling Shareholders Group has a material interest, the Controlling
Shareholders Group shall abstain from voting on the relevant resolutions and shall
not be counted in the quorum for the voting;
(b) where a Board meeting is held for the matters in which a Director has a material
interest, such Director shall abstain from voting on the relevant resolutions and shall
not be counted in the quorum for the voting;
(c) in the event that our independent non-executive Directors are requested to review
any conflict of interest between our Group and the Controlling Shareholders Group,
members of the Controlling Shareholders Group shall provide the independent
non-executive Directors with all necessary information and our Company shall
disclose the decisions of the independent non-executive Directors either in its annual
reports or by way of announcements;
(d) our Directors (including the independent non-executive Directors) will seek
independent and professional opinions from external advisors at our Company’s cost
as and when appropriate in accordance with the Corporate Governance Code and
Corporate Governance Report as set out in Appendix C1 to the Listing Rules;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS GROUP
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(e) any transactions between our Company and its connected persons shall be in
compliance with the relevant requirements of Chapter 14A of the Listing Rules,
including the announcement, annual reporting and independent shareholders’
approval requirements (if applicable) under the Listing Rules; and
(f) we have appointed SPDB International Capital Limited as our Compliance Advisor,
which will provide advice and guidance to us in respect of compliance with the
applicable laws and the Listing Rules, including various requirements relating to
directors’ duties and corporate governance.
Based on the above, our Directors are satisfied that the corporate governance measures
are sufficient to manage conflicts of interest that may arise between our Group and the
Controlling Shareholders Group, and to protect our minority Shareholders’ interests after the
Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS GROUP
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OUR SHARE CAPITAL
Immediately before the Global Offering
As of the Latest Practicable Date, the registered share capital of our Company was
RMB300,000,000, comprising 300,000,000 ordinary Shares with a nominal value of RMB1.00
each.
Upon Completion of the Global Offering
Immediately after the Global Offering and Conversion of Unlisted Shares into H Shares,
the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
enlarged issued
share capital after
the Global
Offering
H Shares converted from Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118300,000,000 91.85%
H Shares to be issued pursuant to
the Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,632,000 8.15%
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/H1118326,632,000 100.0%
UNLISTED SHARES AND H SHARES
Upon the completion of the Global Offering and Conversion of Unlisted Shares into H
Shares, the Shares will consist of Unlisted Shares and H Shares. Unlisted Shares and H Shares
are all 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 and 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 certain of
our existing shareholders the Unlisted Shares held by whom will be converted into H Shares
according to the filing information of the CSRC), H Shares generally cannot be subscribed for
by or traded between legal or natural PRC persons.
Unlisted Shares and H Shares shall rank pari passu with each other in all respects and,
in particular, will rank equally for dividends or distributions declared, paid or made. 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.
SHARE CAPITAL
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CONVERSION OF OUR 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 filing of the
relevant PRC regulatory authorities, including the CSRC, and the approval of the Hong Kong
Stock Exchange.
Filing with the CSRC for Full Circulation
In accordance with the Overseas Listing Trial Measures and related guidelines, H-share
listed companies shall file with the CSRC for the conversion of unlisted shares into H shares
for listing and circulation on the Hong Kong Stock Exchange. An unlisted domestic joint stock
company may file for “full circulation” when applying for an overseas initial public offering.
We have filed with the CSRC an application for the conversion of 300,000,000 Unlisted
Shares into H Shares on a one-for-one basis upon the completion of the Global Offering on
April 18, 2025, and CSRC issued the filing notice in respect of the Global Offering dated
September 23, 2025.
The Conversion of Unlisted Shares into H Shares will involve an aggregate of
300,000,000 Unlisted Shares held by all our existing Shareholders (the “ Full Circulation
Participating Shareholders ”) as of the Latest Practicable Date.
Listing Approval by the Hong Kong Stock Exchange
We have applied to the Listing Committee of the Hong Kong Stock Exchange for the
granting of listing of, and permission to deal in, our H Shares to be issued pursuant to the
Global Offering, 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 CCASS.
SHARE CAPITAL
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Domestic Procedures
The Full Circulation Participating Shareholders may only deal the Shares upon
completion of the below arrangement procedures for the registration, deposit and transaction
settlement in relation to the conversion and listing:
(i) We will appoint China Securities Depository and Clearing Corporation Limited
(“CSDC ”) as the nominal holder to deposit the relevant securities at CSDC (Hong
Kong), which will then deposit the securities at HKSCC in its own name. CSDC, as
the nominal holder of the Full Circulation Participating Shareholders, shall handle
all custody, maintenance of detailed records, cross-border settlement and corporate
actions, etc. relating to the converted H Shares for the Full Circulation Participating
Shareholders;
(ii) According to the Notice of SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫ
), the Full Circulation Participating Shareholders shall complete the
overseas shareholding registration with the local foreign exchange administration
bureau before the Shares are sold, and after the overseas shareholding registration,
open a specified bank account for the holding of overseas shares by domestic
investors at a domestic bank with relevant qualifications and open a fund account for
the H Share “Full circulation” at the Domestic Securities Company. The Domestic
Securities Company shall open a securities trading account for the H Share “Full
circulation” at the Hong Kong Securities Company; and
(iii) The Full Circulation Participating Shareholders shall submit trading orders of the
converted H Shares through the Domestic Securities Company. Trading orders of the
Full Circulation Participating Shareholders for the relevant Shares will be submitted
to the Stock Exchange through the securities trading account opened by the
Domestic Securities Company at the Hong Kong Securities Company. Upon
completion of the transaction, settlements between each of the Hong Kong
Securities Company and CSDC (Hong Kong), CSDC (Hong Kong) and CSDC,
CSDC and the Domestic Securities Company, and the Domestic Securities Company
and the Full Circulation Participating Shareholders, will all be conducted separately.
As a result of the Conversion of Unlisted Shares into H Shares, the shareholding of the
relevant Full Circulation Participating Shareholders in our Unlisted Shares shall be reduced by
the number of the Unlisted Shares converted and the number of H Shares shall be increased by
the number of converted H Shares.
SHARE CAPITAL
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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
public offering of shares by a company cannot be transferred within one year from the date on
which such publicly offered shares are listed and traded on the relevant stock exchange. As
such, the Shares issued by the Company prior to the Global Offering will be subject to such
statutory restriction on transfer within a period of one year from the Listing Date.
Shares transferred by our Directors and members of the senior management each year
during their term of office shall not exceed 25% of their total respective shareholdings in our
Company unless otherwise permitted by applicable laws and regulations. The Shares that the
aforementioned persons hold in our Company cannot be transferred within half a year after
they leave their positions as Directors and members of the senior management in our Company.
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 the
Articles of Association” in this prospectus.
SHAREHOLDERS’ APPROV AL FOR THE GLOBAL OFFERING
Approval from holders of the Shares is required for the Company to issue H Shares and
seek the listing of H Shares on the Hong Kong Stock Exchange. The Company has obtained
such approval at the Shareholders’ general meeting held on April 8, 2025.
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
Subject to the Global Offering becoming unconditional, our Directors will be granted
general unconditional mandates to issue our Shares and repurchase our Shares. See “Appendix
VI — Statutory and General Information — A. Further Information about our Group — 4.
Resolutions of our Shareholders” for further details.
SHARE CAPITAL
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So far as our Directors are aware, immediately following the completion of the Global
Offering and the Conversion of Unlisted Shares into H Shares, the following persons are
expected to have an interest in the Shares or underlying Shares of our Company which would
fall to be disclosed to us pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO,
or, who are, 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:
Name of shareholder Nature of interest
Number of
Shares Held (1)
Approximate
percentage
of interest in
our Company
as of the Latest
Practicable Date
Approximate percentage
of interest in our
Company immediately
following the completion
of the Global Offering (2)
Mr. Zhao (3)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 49,468,200
Shares
16.49% 15.14%
Interest in controlled
corporation
43,663,800
Shares
14.55% 13.37%
Interest held jointly
with other person
11,711,400
Shares
3.90% 3.59%
Zhuhai Deepexi
No. 1 (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Interest in controlled
corporation
43,663,800
Shares
14.55% 13.37%
Deepexi Huichuang (3) /H1118/H1118/H1118/H1118Interest in controlled
corporation
43,663,800
Shares
14.55% 13.37%
Deepexi Huachuang (3) /H1118/H1118/H1118/H1118Beneficial interest 37,299,300
Shares
12.43% 11.42%
Zhicheng Changjiang (5) /H1118/H1118/H1118/H1118Interest in controlled
corporation
28,897,800
Shares
9.63% 8.85%
Tianjin Dehui (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial interest 19,815,600
Shares
6.61% 6.07%
CIIT AM (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
17,745,300
Shares
5.92% 5.43%
5Y Evolution Holding II (8) /H1118/H1118Beneficial interest 17,714,700
Shares
5.90% 5.42%
Hillhouse Investment
Management, Ltd. (9) /H1118/H1118/H1118/H1118
Interest in controlled
corporation
17,343,900
Shares
5.78% 5.31%
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 pursuant to the Conversion of Unlisted Shares into H Shares and 26,632,000 H Shares to be issued
pursuant to the Global Offering.
SUBSTANTIAL SHAREHOLDERS
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(3) As of the Latest Practicable Date, Deepexi Huachuang held 37,299,300 Shares of the Company and Deepexi
Huaying held 6,364,500 Shares of the Company, accounting for 12.43% and 2.12% of the equity interests in
the Company. The general partner of Deepexi Huachuang is Deepexi Huichuang, which is held as to 99% by
Mr. Zhao and 1% by Mr. Cao Lianfei, our Director. The limited partners of Deepexi Huachuang, among others,
are Mr. Zhao, who holds 18.30% of its interest, and Zhuhai Deepexi No. 1, which holds 77.59% of its interests.
The general partner of Deepexi Huaying is Deepexi Huichuang, and its limited partners, among others, include
Zhuhai Deepexi No. 1, which holds 89.57% of its limited partnership interests. The general partner of Zhuhai
Deepexi No. 1 is Mr. Zhao, and none of its limited partners holds more than 30% of its limited partnership
interests. Under the SFO, each of Mr. Zhao, Zhuhai Deepexi No. 1 and Deepexi Huichuang was deemed to be
interested in the Shares held by each of Deepexi Huachuang and Deepexi Huaying.
(4) As of the Latest Practicable Date, Mr. Y ang held 11,711,400 Shares of the Company, holding 3.90% of the
equity interests in the Company. Pursuant to the Concert Party Agreement, Mr. Y ang irrevocably agreed to,
among others, act in concert with Mr. Zhao and follow his instructions in exercising his vote at the
shareholders’ meetings of our Company. The Concert Party Agreement will remain effective after the Listing.
Under the SFO, Mr. Zhao was deemed to be interested in the Shares held by Mr. Y ang.
(5) Under the SFO, each of Zhicheng Changjiang, Gaoling Zhicheng and Ms. Zhu Xiuhua was deemed to be
interested in the Shares held by each of Zhuhai Zhike and Zhuhai Songheng. For details of the relationship
among them, see “History, Development and Corporate Structure — Pre-IPO Investments — Information
relating to our Key Pre-IPO Investors”.
(6) Under the SFO, each of Suzhou Hexie, Shenzhen Y ueqi, Shenzhen Hexie, Xizang Hexie, Xizang Y ueqi and
Hexie Aiqi was deemed to be interested in the Shares held by Tianjin Dehui. For details of the relationship
among them, see “History, Development and Corporate Structure — Pre-IPO Investments — Information
relating to our Key Pre-IPO Investors”.
(7) Under the SFO, CIIT AM was deemed to be interested in the Shares held by each of Y ouxuan Fund, Xinyuan
Fund and Jiequan Fund. For details of the relationship among them, see “History, Development and Corporate
Structure — Pre-IPO Investments — Information relating to our Key Pre-IPO Investors”.
(8) Under the SFO, each of Evolution Fund I, L.P ., Evolution Fund I Co-investment, L.P ., 5Y Capital GP Limited
and Liu Qin was deemed to be interested in the Shares held by 5Y Evolution Holding II. For details of the
relationship among them, see “History, Development and Corporate Structure — Pre-IPO Investments —
Information relating to our Key Pre-IPO Investors”.
(9) Under the SFO, Hillhouse Investment Management, Ltd. was deemed to be interested in the Shares held by
each of HH AUT and CHH AUT. For details of the relationship among them, see “History, Development and
Corporate Structure — Pre-IPO Investments — Information relating to our Key Pre-IPO Investors”.
Save as disclosed herein, the Directors are not aware of any other person who will,
immediately following the Global Offering and the Conversion of Unlisted Shares into H
Shares, have an interest or short position in Shares or underlying Shares of the Company, which
would be required to be disclosed to the Company and the Stock Exchange under the provisions
of Divisions 2 and 3 of Part XV of the SFO or will, 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 meeting of the Company.
SUBSTANTIAL SHAREHOLDERS
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You should read the following discussion and analysis in conjunction with our
consolidated financial statements, included in the Accountant’ s Report in Appendix I to
this prospectus, together with the respective accompanying notes. Our consolidated
financial information has been prepared in accordance with HKFRS Accounting
Standards.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance. These
statements are based on our assumptions and analysis in light of our experience and
perception of historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate under the circumstances. However ,
whether actual outcomes and developments will meet our expectations and predictions
depends on a number of risks and uncertainties, many of which we cannot control or
foresee. In evaluating our business, you should carefully consider all of the information
provided in this document, including the sections headed “Risk Factors” and “Business,”
and elsewhere in this Prospectus. For further details, see “Forward-Looking
Statements.”
OVERVIEW
We specialize in delivering enterprise large model AI application solutions, empowering
enterprises to integrate their data, decisions and operations efficiently at scale. Our FastData
Foil Data Fusion Platform and the Deepexi enterprise large model platform serve as the
foundational infrastructure for deploying and implementing agentic AI applications. Our
FastData enterprise data intelligence solution and FastAGI enterprise AI solution empower
enterprises to integrate their data, decisions and operations efficiently at scale. Our solutions
empower enterprises across industries to optimize decision-making, enhance operational
efficiency and boost productivity.
We experienced strong growth in revenue and gross profit during the Track Record
Period. Our revenue increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million
in 2023 and further increased by 88.3% to RMB242.9 million in 2024. Our revenue increased
by 118.4% from RMB60.5 million in the six months ended June 30, 2024 to RMB132.1 million
in the same period of 2025. Our gross profit increased by 75.2% from RMB29.6 million in
2022 to RMB51.8 million in 2023 and further increased by 143.7% to RMB126.2 million in
2024. Our gross profit increased by 120.9% from RMB32.9 million in the six months ended
June 30, 2024 to RMB72.7 million in the same period of 2025.
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BASIS OF PREPARATION
Our 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 ”) and the accounting principles generally accepted
in Hong Kong. All HKFRS Accounting Standards effective for the accounting period
commencing from January 1, 2025, together with the relevant transitional provisions, have
been early adopted by us in the preparation of the historical financial information throughout
the Track Record Period and in the period covered by the Interim Comparative Financial
Information.
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 period of the Track Record Period.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
Key Factors
Our results of operations and financial condition have been, and will continue to be,
materially affected by a number of factors, some of which are outside our control, including:
Our Ability to Maintain Technology Innovation and Competitive Edge.
Our technology and R&D are critical to our results of operations and financial condition.
Our commercialization-oriented technological capabilities are a core competitive advantage
driving our future growth. As the use of open-source foundation model becomes a prominent
trend, our strengths in data engineering, model engineering and application engineering
solidify our competitive edge in enterprise large model AI application market. During the Track
Record Period, we have made significant investments in our R&D activities including our
FastData Foil Data Fusion Platform and Deepexi enterprise large model platform. See
“Business — Overview — Our Technology Infrastructure.” In 2022, 2023, 2024 and the six
months ended June 30, 2024 and 2025, we incurred R&D expenses of RMB94.2 million,
RMB82.3 million, RMB81.4 million, RMB24.1 million and RMB58.2 million, respectively.
We believe that our continuous investment in technological advancements will enable us
to maintain our innovative capabilities, expand our coverage across verticals, and enhance our
competitive edge in the enterprise large model AI application market in China. We plan to
continuously strengthen the foundational capabilities of FastData Foil Data Fusion Platform,
enhancing real-time storage, analysis and full-process value chain tracking of multi-modal,
multi-dimensional and multi-indicator data. In addition, we aim to improve the industry
applicability and intelligence of the Deepexi enterprise large model platform, providing more
precise AI application support for enterprises. We expect that our ongoing investment in R&D
will further enhance our competitive advantage and improve our financial performance.
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Our Solution Offerings.
Our FastData enterprise data intelligence solution and FastAGI enterprise AI solution
empower enterprises to integrate their data, decisions and operations efficiently at scale. Our
solution extends far beyond basic AI capabilities such as simple data retrieval, office
collaboration and simple chatbots. It directly tackles core business challenges by providing
operational decision-making support and productivity enhancement tools. Our FastData
solution enables enterprises to efficiently govern structured, unstructured and semi-structured
multi-modal data, building high-quality knowledge base. Our FastAGI enterprise AI solution
delivers multi-scenario Agentic AI applications tailored to various industries, including
consumer goods, manufacturing, healthcare and transportation. Our revenue has grown
significantly during the Track Record Period, primarily due to our solution upgrades with more
features benefited from our enhanced commercialization-oriented proprietary technological
capabilities, and our increasing penetration into existing customers and these verticals, as well
as our continuous expansion of industries coverage. Furthermore, as our solutions become
higher quality, and as our brand recognition increases, we are able to develop and provide more
specialized, customized enterprise AI solutions based on customer needs, thereby expanding
our market share. Our future success largely depends on our ability to further expand the
industry coverage of our enterprise AI solutions, and to enhance the quality and efficiency of
our existing solutions.
Our Ability to Expand Customer Base and To Deepen Relationships with Existing
Customers.
Our growth depends significantly on our ability to expand our customer base and deepen
relationships with existing customers. The expansion of our customer base is a key driver of
our revenue growth. During the Track Record Period, we primarily sold our solutions to
customers in the PRC across sectors such as consumer goods, manufacturing, healthcare and
transportation. See “Business — Customers.” We strive to maintain stable and long-term
business relationships with our customers by delivering customer-centric solutions. The
number of customers each year increased from 56 in 2022 to 71 in 2023 and further to 89 in
2024. The number of customers was 54 in the six months ended June 30, 2025. Cumulatively,
we served 129, 178, 245 and 283 customers as of December 31, 2022, 2023, 2024 and June 30,
2025, respectively. In addition, as of December 31, 2024, we served 117 KA customers. From
2022 to 2024, revenue from KA customers grew from RMB83.5 million to RMB217.1 million.
By serving these leading enterprise customers, we effectively accumulate deep industry
insights, enhance industry-specific data processing capabilities and significantly boost our
brand influence. Furthermore, our technological advantages allow us to swiftly implement
solutions across different customers within the industry, thereby achieving efficient expansion
of new customers in verticals.
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Our Ability to Effectively Manage Our Costs and Improve Operational Efficiency.
Our profitability is partly contingent on our ability to effectively manage costs and
enhance operational efficiency. The structure of our cost of sales is influenced by our solution
portfolio, which may further impact our gross profit margin. For instance, we have incurred
substantial on-site deployment costs in our cost of sales and research and development
expenses for the development and deployment of our highly scalable and flexible solutions for
our customers.
In addition, as percentages of our total revenues, our selling and marketing expenses,
administrative expenses and R&D expenses in aggregate decreased from 2022 to 2024.
Specifically, our selling and marketing expenses accounted for 119.6%, 80.1% and 36.7% of
our revenue in 2022, 2023 and 2024, respectively. Our administrative expenses accounted for
84.3%, 110.8% and 20.3% of our revenue in 2022, 2023 and 2024, respectively. Our R&D
expenses accounted for 93.7%, 63.8% and 33.5% of our revenue in 2022, 2023 and 2024,
respectively. In the six months ended June 30, 2025, our selling and marketing expenses,
administrative expenses, and R&D expenses, as a percentage of our total revenue were 37.3%,
110.1% and 44.1%, respectively. The relative higher administrative expenses as a percentage
of revenue was due to the significant share-based payment expenses. Managing operating
expenses to improve operational efficiency is crucial to our success. Leveraging our unified
technology infrastructure, we can effectively and efficiently address customers’ customized
demands, thereby achieving significant overall cost and operational efficiency, as well as
scalable commercialization of our data intelligence and AI solutions.
Seasonality.
Our business and operational results are influenced by seasonality. During the Track
Record Period, we typically recorded higher revenue and cost of sales in the second half of
each year. This trend is primarily due to our customer base, which is concentrated in the
consumer goods, manufacturing, healthcare and transportation. These customers generally
initiate projects in the first three quarters of the year and complete contracts in the second half,
based on their business plans and the progress of our solution development and deployment,
which, according to Frost & Sullivan, aligns with industry practice.
General Factors
Our business and operating results are also affected by general factors affecting the
enterprise AI application solution market, which include:
 macroeconomic conditions in China and overseas;
 market demand for enterprise Agentic AI applications and solutions;
 the evolution of Agentic AI technologies;
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 the competitive landscape; and
 relevant laws and regulations, and governmental policies and initiatives.
MATERIAL ACCOUNTING POLICY INFORMATION
Some of our accounting policies require us to apply estimates and assumptions as well as
complex judgments relating to accounting items. The estimates and assumptions we use and the
judgments we make in applying our accounting policies have a significant impact on our
financial position and results of operations. Our management continually evaluates such
estimates, assumptions and judgments based on historical experiences and other factors,
including expectations of future events that are believed to be reasonable under the
circumstances. There has not been any material deviation between our management’s estimates
or assumptions and actual results, and we have not made any material changes to these
estimates or assumptions during the Track Record Period. We do not expect any material
changes in these estimates and assumptions in the foreseeable future.
Set forth below are discussions of the accounting policies that we believe are of critical
importance to us or involve the most significant estimates, assumptions and judgments used in
the preparation of our financial statements. Other material accounting policy information,
estimates, assumptions and judgments, which are important for understanding our financial
condition and results of operations, are set forth in detail in Notes 2 and 3 to the Accountant’s
Report in Appendix I to this prospectus.
Revenue Recognition
Revenue from contracts with customers is recognized when control of goods or services
is transferred to the customers at an amount that reflects the consideration to which we expect
to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which we will be entitled in exchange for transferring the goods
or services to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a
significant benefit of financing the transfer of goods or services to the customer for more than
one year, revenue is measured at the present value of the amount receivable, discounted using
the discount rate that would be reflected in a separate financing transaction between us and the
customer at contract inception. When the contract contains a financing component which
provides us with a significant financial benefit for more than one year, revenue recognized
under the contract includes the interest expense accreted on the contract liability under the
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effective interest method. For a contract where the period between the payment by the customer
and the transfer of the promised goods or services is one year or less, the transaction price is
not adjusted for the effects of a significant financing component, using the practical expedient
in HKFRS 15.
Sale of Solutions
FastData and FastAGI solutions consist primarily of deployment of software and standard
warranty services. We deliver solutions for projects with business enterprises. These solutions
are provided through integrating the software and services, all of which are highly
interdependent and interrelated with each other and represent multiple inputs to a combined
output that is transferred to the customer. Accordingly, the software and related services, i.e.
the integrated solution, is accounted for as a single performance obligation.
Revenue is recognized at a point in time when the software platform and related services
are delivered to the customer’s designated place, inspected and accepted by the customer.
Certain sales contracts that we provide solution services of which, recognized over the
scheduled period on a straight-line basis since the customer simultaneously receives and
consumes the benefits provided by us. Such service contracts are for periods of one-year and
are billed based on the time incurred. The payment is generally due within three months from
delivery.
Investments In an Associate
An associate is an entity in which we have a long-term interest of generally not less than
20% of the equity voting rights and over which it is in a position to exercise significant
influence. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies.
Our investments associate is stated in the consolidated statements of financial position at
our share of net assets under the equity method of accounting, less any impairment losses.
If the investment in an associate becomes an investment in a joint venture or vice versa,
the retained interest is not remeasured. Instead, the investment continues to be accounted for
under the equity method. In all other cases, upon loss of significant influence over the associate
or joint control over the joint venture, we measure and recognize any retained investment at its
fair value. Any difference between the carrying amount of the associate or joint venture upon
loss of significant influence or joint control and the fair value of the retained investment and
proceeds from disposal is recognized in profit or loss.
When there has been a change recognized directly in the equity of the associate, we
recognize our share of any changes, when applicable, in the consolidated statements of changes
in equity. Unrealized gains and losses resulting from transactions between us and our associate
are eliminated to the extent of our investment in the associate, except where unrealized losses
provide evidence of an impairment of the assets transferred.
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Fair Value Measurement
We measure our investment properties and financial instruments at fair value through
other comprehensive income at the end of each reporting period. 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 us. 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.
We use valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical
Financial Information are categorized 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 recognized in the Historical Financial Information on a
recurring basis, we determine whether transfers have occurred between levels in the hierarchy
by reassessing categorization (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each period of the Track Record Period.
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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), the asset’s recoverable amount is estimated. An asset’s
recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its
fair value less costs of disposal, and is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other assets or groups of
assets, in which case the recoverable amount is determined for the cash-generating unit to
which the asset belongs. In testing a cash-generating unit for impairment, a portion of the
carrying amount of a corporate asset (e.g., a headquarters building) is allocated to an individual
cash-generating unit if it can be allocated on a reasonable and consistent basis or, otherwise,
to the smallest group of cash-generating units.
An impairment loss is recognized 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, within those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each Track Record Period as to whether there is an
indication that previously recognized impairment losses may no longer exist or may have
decreased. If such an indication exists, the recoverable amount is estimated. A previously
recognized 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/amortization) had no impairment loss been recognized 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, unless the asset is carried at a revalued amount, in which case the reversal of the
impairment loss is accounted for in accordance with the relevant accounting policy for that
revalued asset.
Investments and Other Financial Assets
Initial Recognition and Measurement
Financial assets are classified, at initial recognition, as subsequently measured at
amortized 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 our business model for managing them. With the
exception of trade and bills receivables that do not contain a significant financing component
or for which we have applied the practical expedient of not adjusting the effect of a significant
financing component, we initially measure a financial asset at its fair value, plus in the case
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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 we have applied
the practical expedient are measured at the transaction price determined under HKFRS 15 in
accordance with the policies set out for “Revenue recognition” above.
In order for a financial asset to be classified and measured at amortized cost or fair value
through other comprehensive income, it needs to give rise to cash flows that are solely
payments of principal and interest (“ SPPI ”) on the principal amount outstanding.
Our 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 amortized 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.
All regular way purchases and sales of financial assets are recognized on the trade date,
which is the date that we commit to purchase or sell the asset. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the period
generally established by regulation or convention in the marketplace.
Subsequent Measurement
The subsequent measurement of financial assets depends on their classification as
follows:
Financial assets at amortized cost (debt instruments)
Financial assets at amortized cost are subsequently measured using the effective interest
method and are subject to impairment. Gains and losses are recognized in profit or loss when
the asset is derecognized, modified or impaired.
Financial assets designated at fair value through other comprehensive income (equity
investments)
Upon initial recognition, we can elect to classify irrevocably its equity investments as
equity investments designated at fair value through other comprehensive income when they
meet the definition of equity under HKAS 32 Financial Instruments : Presentation and are not
held for trading. The classification is determined on an instrument-by-instrument basis.
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Gains and losses on these financial assets are never recycled to the consolidated
statements of profit of loss and comprehensive income. Dividends are recognized as other
income in the consolidated statements of profit of loss and comprehensive income when the
right of payment has been established, it is probable that the economic benefits associated with
the dividend will flow to us and the amount of the dividend can be measured reliably, except
when we benefit from such proceeds as a recovery of part of the cost of the financial asset, in
which case, such gains are recorded in other comprehensive income. Equity investments
designated at fair value through other comprehensive income are not subject to impairment
assessment.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
The following table sets forth a summary of our consolidated statements of profit or loss
for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue Amount
%o f
revenue
(RMB in thousands, except for percentage)
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100 129,040 100 242,926 100 60,497 100.0 132,103 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70,909) (70.6) (77,267) (59.9) (116,749) (48.1) (27,579) (45.6) (59,397) (45.0)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,559 29.4 51,773 40.1 126,177 51.9 32,918 54.4 72,706 55.0
Other income and gains, net /H1118/H111840,153 40.0 5,978 4.6 8,622 3.5 2,829 4.7 1,853 1.4
Selling and marketing expenses /H1118(120,178) (119.6) (103,312) (80.1) (89,096) (36.7) (45,712) (75.6) (49,311) (37.3)
Administrative expenses /H1118/H1118/H1118/H1118(84,723) (84.3) (143,000) (110.8) (49,314) (20.3) (26,617) (44.0) (145,507) (110.1)
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,168) (93.7) (82,342) (63.8) (81,399) (33.5) (24,146) (39.9) (58,244) (44.1)
Impairment (losses)/gains on
financial and contract assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,433) (2.4) (5,516) (4.3) (9,305) (3.8) (6,215) (10.3) 1,189 0.9
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,404) (3.4) (4,594) (3.6) (2,695) (1.1) (1,620) (2.7) (2,327) (1.8)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,035) (1.0) (797) (0.6) (385) (0.2) (248) (0.4) (265) (0.2)
Share of profits and losses of an
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668 2.7 14 0.0 (2,409) (1.0) (230) (0.4) – –
Changes in fair value of
financial liabilities at shares
with preferential rights /H1118/H1118/H1118(421,570) (419.6) (221,023) (171.3) (1,155,186) (475.5) (551,923) (912.3) (128,265) (97.1)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118(655,131) (652.1) (502,819) (389.7) (1,254,990) (516.6) (620,964) (1,026.4) (308,171) (233.3)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118(95) (0.1) (76) (0.1) – – – – (50) (0.0)
Loss for the year/period /H1118/H1118/H1118(655,226) (652.2) (502,895) (389.7) (1,254,990) (516.6) (620,964) (1,026.4) (308,221) (233.3)
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NON-HKFRS FINANCIAL MEASURE
To supplement our consolidated financial statements, which are presented in accordance
with HKFRS, we also use adjusted net loss (Non-HKFRS measure) as additional financial
measure, which is not required by, or presented in accordance with HKFRS. We believe this
non-HKFRS measure facilitates comparisons of operating performance from period to period
by eliminating potential impacts of certain items. We believe this measure provides useful
information to investors and others in understanding and evaluating our combined results of
operations in the same manner as they help our management. However, such non-HKFRS
financial measure we presented may not be directly comparable to similar measures presented
by other companies. The use of this non-HKFRS measure should not be considered as
substitute for analysis of our results of operations or financial condition as reported under
HKFRS.
We define adjusted net loss (Non-HKFRS measure) for the periods as net loss for the
periods adjusted by adding back (i) share-based payment expenses, (ii) changes in fair value
of financial liabilities at shares with preferential rights, and (iii) listing expenses. The
following table reconciles our adjusted net loss (Non-HKFRS measure) for the periods
presented in accordance with HKFRS, which is net loss for the periods:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net loss for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(655,226) (502,895) (1,254,990) (620,964) (308,221)
Add:
– Share-based payment
expenses
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,756 92,885 2,784 834 108,017
– Changes in fair value
of financial liabilities
at shares with
preferential rights
(2) /H1118/H1118421,570 221,023 1,155,186 551,923 128,265
– Listing expenses (3) /H1118/H1118/H1118– – 631 – 19,749
Adjusted net loss
(Non-HKFRS
measure) for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118(223,900) (188,987) (96,389) (68,207) (52,190)
Notes:
(1) Share-based payment expenses represent the non-cash employee benefit expenses incurred in connection
with our award to management and key employees.
(2) Changes in fair value of financial liabilities at shares with preferential rights represent changes in fair
value of the shares with preferential rights we issued to our Pre-IPO Investors. Shares with preferential
rights that we issued to the Pre-IPO Investors will be re-classified from liabilities to equity as a result
of the automatic conversion into Shares upon Listing.
(3) Listing expenses represent professional fees, underwriting commissions and other fees incurred in
connection with the Global Offering.
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Prior to the Track Record Period and as of January 1, 2022, we had accumulated losses
of RMB1,444.5 million, primarily due to the net loss incurred in 2021. The year 2021 was still
the initial stage of our commercialization process, during which revenue and gross profit were
insufficient to cover relatively high operating expenses. These expenses were mainly
attributable to market expansion activities and ongoing technology optimization efforts aimed
at enhancing the maturity of our solutions. In addition, the increase in changes in fair value of
financial liabilities at shares with preferential rights, driven by a rise in our valuation, further
contributed to the net loss in 2021.
Our net losses decreased from RMB655.2 million in 2022 to RMB502.9 million in 2023,
primarily due to a significant decrease in changes in fair value of financial liabilities at shares
with preferential rights, partially offset by an increase in administrative expenses in relation to
the Employee Incentive Scheme adopted by us in 2023 to recognize the contribution of
employees, attract and retain talents. Our net losses increased from RMB502.9 million in 2023
to RMB1,255.0 million in 2024, primarily due to a significant increase in changes in fair value
of financial liabilities at shares with preferential rights, partially offset by a decrease in
administrative expenses in relation to the aforementioned Employee Incentive Scheme. Our net
loss decreased from RMB621.0 million in the six months ended June 30, 2024 to RMB308.2
million in the same period of 2025, primarily due to a decrease changes in fair value of
financial liabilities at shares with preferential rights, partially offset by an increase in
administrative expenses in relation to the aforementioned Employee Incentive Scheme.
During the Track Record Period, we recorded adjusted net losses (Non-HKFRS measure)
primarily because revenue and gross profit growth were insufficient to cover relatively high
operating expenses, which were driven by continued investment in market expansion activities
and ongoing technology optimization efforts aimed at enhancing the maturity of our solutions.
Our adjusted net loss (Non-HKFRS measure) decreased by 15.6% from RMB223.9
million in 2022 to RMB189.0 million in 2023, and further decreased by 49.0% to RMB96.4
million in 2024, mainly reflecting the continuous increase in our gross profit from RMB29.6
million in 2022 to RMB51.8 million in 2023 and RMB126.2 million in 2024. Our adjusted net
loss (Non-HKFRS measure) decreased by 23.5% from RMB68.2 million in the six months
ended June 30, 2024 to RMB52.2 million in the same period of 2025, mainly reflecting the
increase in our gross profit from RMB32.9 million in the six months ended June 30, 2024 to
RMB72.7 million in the same period of 2025.
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DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we derived revenue from sales of FastData enterprise
data intelligence solution and FastAGI enterprise AI solution. The table below sets forth our
revenue breakdown by business segment in amounts and as percentages of our total revenue for
the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118100,468 100.0 122,491 94.9 152,530 62.8 35,390 58.5 59,031 44.7
FastAGI enterprise AI
solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,549 5.1 90,396 37.2 25,107 41.5 73,072 55.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100.0 129,040 100.0 242,926 100.0 60,497 100.0 132,103 100.0
FastData enterprise data intelligence solution
During the Track Record Period, revenue generated from sales of FastData enterprise data
intelligence solution amounted to RMB100.5 million, RMB122.5 million, RMB152.5 million,
RMB35,390 million and RMB59,031 million, respectively, accounting for 100.0%, 94.9%,
62.8%, 58.5% and 44.7% of our total revenue for the same periods, respectively. See
“— Period-to-Period Comparison of Results of Operations.”
FastAGI enterprise AI solution
We started to generate revenue from sales of FastAGI enterprise AI solution in 2023. In
2023 and 2024, revenue generated from sales of FastAGI enterprise AI solution amounted to
RMB6.5 million and RMB90.4 million, respectively, accounting for 5.1% and 37.2% of our
total revenue for the same years, respectively. In the six months ended June 30, 2024 and 2025,
revenue generated from sales of FastAGI enterprise AI solution amounted to RMB25.1 million
and RMB73.1 million, respectively, accounting for 41.5% and 55.3% of our total revenue for
the same periods, respectively. See “— Period-to-Period Comparison of Results of
Operations.”
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The table below sets forth our revenue breakdown by downstream industries that
customers operated in amounts and as percentages of our total revenue for the periods
indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Consumer goods /H1118/H1118/H111832,208 32.1 46,219 35.8 29,769 12.3 8,101 13.4 18,884 14.3
Manufacturing /H1118/H1118/H1118/H111827,048 26.9 41,664 32.3 123,263 50.7 34,430 56.9 69,931 52.9
Healthcare /H1118/H1118/H1118/H1118/H1118/H11187,066 7.0 2,091 1.6 4,356 1.8 – – 5,072 3.8
Transportation /H1118/H1118/H1118/H11188,571 8.5 47 0.0 31,841 13.1 8,199 13.6 20,289 15.4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H111825,575 25.5 39,019 30.3 53,697 22.1 9,767 16.1 17,927 13.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100.0 129,040 100.0 242,926 100.0 60,497 100.0 132,103 100.0
Note:
(1) Others mainly refer to the public sector, energy, cultural and tourism. No single industry within others
contributed more than 5% of our revenue in any given period during the Track Record Period.
The table below sets forth our revenue breakdown by type of customer in amounts and as
percentages of our total revenue for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
System integrators /H1118/H111814,338 14.3 38,488 29.8 73,796 30.4 7,240 12.0 48,339 36.6
End users /H1118/H1118/H1118/H1118/H1118/H111886,130 85.7 90,552 70.2 169,130 69.6 53,257 88.0 83,764 63.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 100.0 129,040 100.0 242,926 100.0 60,497 100.0 132,103 100.0
Cost of Sales
Our cost of sales amounted to RMB70.9 million, RMB77.3 million, RMB116.7 million,
RMB27.6 million and RMB59.4 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively. During the Track Record Period, our cost of sales primarily
consisted of (i) on-site deployment costs, mainly in relation with our on-premise deployment
and implement of our solutions, (ii) software and hardware costs, which primarily represent
procurement cost of software and hardware from third-party vendors, (iii) employee benefits
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expenses, (iv) traveling costs, and (v) warranty expenses. The following table sets forth a
breakdown of our cost of sales by nature in absolute amounts and as a percentage of our total
cost of sales for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
On-site deployment costs /H1118/H1118/H1118/H111842,772 60.3 39,071 50.6 50,195 43.0 10,940 39.7 36,413 61.4
Software and hardware costs (1) /H1118 – – 5,673 7.3 35,783 30.6 7,210 26.1 14,355 24.2
Employee benefits expenses /H1118/H1118/H111816,819 23.7 24,210 31.3 23,635 20.2 8,071 29.3 6,679 11.2
Traveling costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,606 7.9 3,394 4.4 2,313 2.0 361 1.3 621 1.0
Warranty expenses /H1118/H1118/H1118/H1118/H1118/H1118/H11182,606 3.7 1,474 1.9 535 0.5 218 0.8 298 0.5
Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,106 4.4 3,445 4.5 4,288 3.7 779 2.8 1,031 1.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,909 100.0 77,267 100.0 116,749 100.0 27,579 100.0 59,397 100.0
Notes:
(1) We did not record software and hardware costs in 2022, because our FastAGI enterprise AI solution was
launched after November 2023.
(2) Others mainly represent tax and surcharge.
The following table sets forth a breakdown of our cost of sales by business segment in
absolute amounts and as a percentage of our total cost of sales for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H111870,909 100.0 71,558 92.6 70,736 60.6 15,767 57.2 26,656 44.9
FastAGI enterprise AI
solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,709 7.4 46,013 39.4 11,812 42.8 32,741 55.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,909 100.0 77,267 100.0 116,749 100.0 27,579 100.0 59,397 100.0
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Our cost of sales for FastData enterprise data intelligence solution amounted to RMB70.9
million, RMB71.6 million, RMB70.7 million, RMB15.8 million and RMB26.7 million,
respectively, in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025.
Meanwhile, our cost of sales for FastAGI enterprise AI solution amounted to RMB5.7 million
and RMB46.0 million in 2023 and 2024, respectively. Our cost of sales for FastAGI enterprise
AI solution amounted to RMB11.8 million and RMB32.7 million in the six months ended June
30, 2024 and 2025, respectively. See “— Period-to-Period Comparison of Results of
Operations.”
Gross Profit and Gross Profit Margin
Our gross profit amounted to RMB29.6 million, RMB51.8 million, RMB126.2 million,
RMB32.9 million and RMB72.7 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively. Our gross profit margin was 29.4%, 40.1%, 51.9%, 54.4% and
55.0% in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively. The
following table sets forth a breakdown of our gross profit and gross profit margin by business
segment for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H1118/H111829,559 29.4 50,934 41.6 81,794 53.6 19,623 55.4 32,375 54.8
FastAGI enterprise AI solution /H1118/H1118 – – 839 12.8 44,383 49.1 13,295 53.0 40,331 55.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,559 29.4 51,773 40.1 126,177 51.9 32,918 54.4 72,706 55.0
See “— Period-to-Period Comparison of Results of Operations.”
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Other Income and Gains, Net
During the Track Record Period, our other income and gains, net primarily included (i)
interest income, (ii) government grants, (iii) foreign exchange gains, and (iv) gain on
termination of a lease contract. The following table sets forth a breakdown of our other income
and gains, net for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Other income
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,870 7.1 4,422 74.0 4,317 50.1 2,145 75.7 911 49.1
Investment income on financial
assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– –– –– 1 6 8 9 . 1
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H11182,569 6.4 1,419 23.7 3,521 40.8 279 9.9 274 14.8
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431 1.2 31 0.5 189 2.2 95 3.4 500 27.0
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,870 14.7 5,872 98.2 8,027 93.1 2,519 89.0 1,853 100.0
Gains
Foreign exchange gains /H1118/H1118/H1118/H1118/H111833,343 83.0 93 1.6 483 5.6 198 7.0 – –
Gain on termination of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118940 2.3 13 0.2 112 1.3 112 4.0 – –
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,283 85.3 106 1.8 595 6.9 310 11.0 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,153 100.0 5,978 100.0 8,622 100.0 2,829 100.0 1,853 100.0
Research and Development Expenses
During the Track Record Period, our research and development expenses primarily
consisted of (i) employee benefits expenses, (ii) computing power and cloud service expenses,
(iii) outsourcing fees, mainly including data labeling and solution testing fees, (iv) office
expenses, (v) office rental, and (vi) share-based payment expenses. Our research and
development expenses amounted to RMB94.2 million, RMB82.3 million, RMB81.4 million,
RMB24.1 million and RMB58.2 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively. During the Track Record Period, we did not capitalize R&D
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expenses. The following table sets forth a breakdown of our research and development
expenses in absolute amounts and as a percentage of our total research and development
expenses for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Employee benefits expenses /H1118/H1118/H111880,638 85.6 56,925 69.1 38,254 47.0 18,297 75.8 15,124 26.0
Computing power and cloud
service expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,576 3.1 24,860 30.5 1,425 5.9 24,238 41.7
Outsourcing fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118956 1.0 292 0.4 6,853 8.4 701 2.9 14,589 25.0
Office and traveling expenses (1) /H1118 1,499 1.6 2,746 3.3 6,090 7.5 798 3.3 1,615 2.8
Office rental (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,225 6.6 5,187 6.3 4,314 5.3 2,374 9.8 1,587 2.7
Share-based payment expenses /H1118 1,729 1.8 13,094 15.9 144 0.2 78 0.3 727 1.2
Others (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,121 3.4 1,522 1.9 884 1.1 473 2.0 364 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,168 100.0 82,342 100.0 81,399 100.0 24,146 100.0 58,244 100.0
Notes:
(1) Office expenses refer to (a) office supplies procurement fees incurred by our R&D department, and (b)
technical service fees incurred for the upgrade of our own R&D system. Traveling expenses relate to business
trips by our R&D teams across different cities to enhance R&D efficiency, including advancing R&D projects
and optimizing business systems, thereby facilitating discussions and communication for R&D activities.
(2) Office rental expenses refer to the amortized portion of office rent allocated to R&D personnel.
(3) Others mainly include short term lease expenses and depreciation and amortization.
We have categorized our R&D expenses into FastData enterprise data intelligence
solution and FastAGI enterprise AI solution. The following table sets forth a breakdown of our
research and development expenses by business segment in absolute amounts and as a
percentage of our total research and development expenses for the periods indicated:
Y ear ended December 31, Six months ended June 30
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H111894,168 100.0 74,339 90.3 30,126 37.0 13,591 56.3 12,857 22.1
FastAGI enterprise
AI solution (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,003 9.7 51,272 63.0 10,555 43.7 45,387 77.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,168 100.0 82,342 100.0 81,399 100.0 24,146 100.0 58,244 100.0
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Note:
(1) The R&D activities related to FastAGI solution commenced in 2021. However, we did not recognize R&D
expenses under the FastAGI solution before 2023, primarily due to the following considerations: (i) prior to
2023, we were exploring and incubating the foundational technologies underlying FastAGI solution, which had
not yet matured into a standalone solution, nor had any formal R&D projects been initiated under the name
of FastAGI solution, the notion of which only emerged in 2023 when the relevant technologies was relatively
developed. Accordingly, related R&D expenses incurred during this period were not specifically attributed to
FastAGI solution; (ii) the above mentioned foundational technology exploration related R&D activities were
conducted under FastData solution framework. These efforts focused on the integration of data and artificial
intelligence, representing both an extension of FastData solution and foundational work on key underlying
technologies. Examples include the R&D of foundational capability of using natural language to conduct data
analysis, knowledge base construction and complex document processing. These technological advancements
not only laid the groundwork for FastAGI solution’s future development but also contributed directly to
enhancing the competitiveness of FastData solution.
Given the shared technical foundation between our two solutions, we allocated the aforementioned R&D
expenses to FastData Solution before 2023.
Selling and Marketing Expenses
During the Track Record Period, our selling and marketing expenses primarily consisted
of (i) employee benefits expenses, (ii) business development expenses, (iii) office rental, and
(iv) traveling expenses. Our selling and marketing expenses amounted to RMB120.2 million,
RMB103.3 million, RMB89.1 million, RMB45.7 million and RMB49.3 million in 2022, 2023,
2024 and the six months ended June 30, 2024 and 2025, respectively. The following table sets
forth a breakdown of our selling and marketing expenses in absolute amounts and as a
percentage of our total selling and marketing expenses for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Employee benefits expenses /H1118/H1118/H1118/H111885,343 71.0 76,232 73.8 63,500 71.3 31,968 70.0 36,183 73.4
Business development expenses /H1118/H111822,837 19.0 14,536 14.1 16,947 19.0 9,662 21.1 5,910 12.0
Office rental /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,096 5.1 5,226 5.1 4,306 4.8 2,244 4.9 2,062 4.2
Traveling expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,504 3.7 6,250 6.0 3,734 4.2 1,512 3.3 2,630 5.3
Share-based payment expenses /H1118/H1118/H1118– – – – – – – – 1,482 3.0
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,398 1.2 1,068 1.0 609 0.7 326 0.7 1,044 2.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,178 100.0 103,312 100.0 89,096 100.0 45,712 100.0 49,311 100.0
Note:
(1) Others mainly represent equipment rental expenses.
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Administrative Expenses
During the Track Record Period, our administrative expenses primarily consisted of (i)
employee benefits expenses, (ii) office and traveling expenses, (iii) office rental, (iv)
depreciation and amortization, (v) share-based payment expenses, (vi) professional fees,
mainly legal and audit fees, and (vii) listing expenses. Our administrative expenses amounted
to RMB84.7 million, RMB143.0 million, RMB49.3 million, RMB26.6 million and RMB145.5
million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively.
The relatively higher administrative expenses in 2023 and in the six months ended June 30,
2025 were primarily attributable to the substantial increase in share-based payment expenses
in the same period. The following table sets forth a breakdown of our administrative expenses
in absolute amounts and as a percentage of our total administrative expenses for the periods
indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Employee benefits
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,306 67.6 44,574 31.2 31,527 63.9 19,721 74.1 12,060 8.3
Office and traveling expenses /H1118/H11184,101 4.8 3,938 2.8 4,971 10.1 1,681 6.3 2,325 1.6
Office rental /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,366 4.0 4,019 2.8 3,536 7.2 2,176 8.2 1,090 0.7
Depreciation and amortization /H1118/H11184,146 4.9 3,614 2.5 3,281 6.7 1,659 6.2 825 0.6
Share-based payment expenses /H1118 8,027 9.5 79,791 55.8 2,640 5.4 756 2.8 105,808 72.7
Professional fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,590 4.2 1,431 1.0 1,270 2.6 53 0.2 1,198 0.8
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 631 1.3 – – 19,749 13.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,187 5.0 5,633 3.9 1,458 2.8 571 2.2 2,452 1.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,723 100.0 143,000 100.0 49,314 100.0 26,617 100.0 145,507 100.0
Note:
(1) Others mainly include operational IT expenses and recruitment expenses.
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Impairment (Losses)/Gains on Financial and Contract Assets
During the Track Record Period, our impairment losses or gains on financial and contract
assets included impairment losses or gains on (i) trade and bills receivables, (ii) contract assets,
and (iii) other receivables. Our impairment losses on financial and contract assets amounted to
RMB2.4 million, RMB5.5 million, RMB9.3 million and RMB6.2 million in 2022, 2023, 2024
and the six months ended June 30, 2024, respectively. Our impairment gains on financial and
contract assets amounted to RMB1.2 million in the six months ended June 30, 2025. The
following table sets forth a breakdown of our impairment losses or gains on financial and
contract assets in absolute amounts and as a percentage of our total impairment losses or gains
on financial and contract assets for the periods indicated:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(Unaudited)
Impairment (losses)/gains on
Trade and bills receivables /H1118/H1118/H1118(1,985) (81.6) (5,657) (102.6) (8,726) (93.8) (5,829) (93.7) 1,948 163.8
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(172) (7.1) (154) (2.8) (406) (4.4) (358) (5.8) (187) (15.7)
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(276) (11.3) 295 5.4 (173) (1.8) (28) (0.5) (572) (48.1)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,433) (100.0) (5,516) (100.0) (9,305) (100.0) (6,215) (100.0) 1,189 100.0
Other Expenses
Our other expenses primarily consist of donations, lease-related defaults, fair value
changes, losses on the disposal of investments in an associate, and provisions for inventory
impairment. We recorded other expenses of RMB3.4 million, RMB4.6 million, RMB2.7
million, RMB1.6 million and RMB2.3 million in 2022, 2023, 2024 and the six months ended
June 30, 2024 and 2025, respectively.
Finance Costs
During the Track Record Period, our finance costs primarily included interest on lease
liabilities and interest on bank loans. Our finance costs amounted to RMB1.0 million, RMB0.8
million, RMB0.4 million, RMB0.2 million and RMB0.3 million in 2022, 2023, 2024 and the
six months ended June 30, 2024 and 2025, respectively.
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Changes in Fair Value of Financial Liabilities at Shares with Preferential Rights
During the Track Record Period, our changes in fair value of financial liabilities at shares
with preferential rights were mainly in relation to the shares with preferential rights we issued
to our Pre-IPO Investors. Our changes in fair value of financial liabilities at shares with
preferential rights amounted to RMB421.6 million, RMB221.0 million, RMB1,155.2 million,
RMB551.9 million and RMB128.3 million in 2022, 2023, 2024 and the six months ended June
30, 2024 and 2025, respectively.
Share of Profits and Losses of An Associate
During the Track Record Period, we recorded share of profits of an associate of RMB2.7
million and RMB14 thousand in 2022 and 2023, respectively, and share of losses of an
associate of RMB2.4 million in 2024 and RMB0.2 million in the six months ended June 30,
2024. We did not record share of results of an associate in the six months ended June 30, 2025.
Income Tax Expense
Our income tax expense amounted to RMB95 thousand, RMB76 thousand, nil, nil and
RMB50 thousand in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025,
respectively. We are subject to income tax on an entity basis on profits arising in or derived
from tax jurisdictions in which members of our Group are domiciled and operate. See Note 11
of the Accountant’s Report in Appendix I to this prospectus.
Under the Law of the PRC on Enterprise Income Tax (the “ EIT Law ”) and
Implementation Regulation of the EIT Law, the Enterprise Income Tax (“ EIT”) rate of the PRC
subsidiaries was 25% during the Track Record Period, unless otherwise specified below.
During the Track Record Period, our Company was qualified as a high and new technology
enterprise and was subject to income tax at a preferential tax rate of 15%. This qualification
is subject to review by the relevant tax authority in the PRC for every three years. In addition,
certain of our PRC subsidiaries are qualified as small and micro enterprises and are entitled to
a preferential corporate income tax rate of 20% during the Track Record Period.
As of the Latest Practicable Date, we did not have any dispute with any tax authority.
During the Track Record Period and up to the Latest Practicable Date, we have not been subject
to any tax investigation, enquiries, penalties or surcharges.
FINANCIAL INFORMATION
– 351 –


--- page 362 ---
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Revenue
Our revenue significantly increased from RMB60.5 million in the six months ended June
30, 2024 to RMB132.1 million in the same period of 2025, driven by increases in revenue from
both our FastData enterprise data intelligence solution and FastAGI enterprise AI solution. In
particular:
 our revenue from sales of FastData enterprise data intelligence solution increased by
66.8% from RMB35.4 million in the six months ended June 30, 2024 to RMB59.0
million in the same period of 2025, mainly due to the increased number of customers
from 25 in the six months ended June 30, 2024 to 35 in the same period of 2025,
driven by (i) our solution upgrades with more features and enhanced data processing
capabilities, (ii) the increased need for more advanced data solution resulting from
the rapid development of AI technology and application, and (iii) our ongoing and
deepened cooperation with existing customers and our effort to expand customer
base.
 our revenue from sales of FastAGI enterprise AI solution significantly increased
from RMB25.1 million in the six months ended June 30, 2024 to RMB73.1 million
in the same period of 2025, mainly due to the expansion of our customer base with
the increased number of customers from seven in the six months ended June 30,
2024 to 27 in the same period of 2025, resulting from (i) the increased market need,
(ii) the increased brand recognition, and (iii) the enhanced capabilities of our
FastAGI enterprise AI solution.
Cost of Sales
Our cost of sales significantly increased from RMB27.6 million in the six months ended
June 30, 2024 to RMB59.4 million in the same period of 2025, generally in line with our
revenue growth of FastData enterprise data intelligence solution and FastAGI enterprise AI
solution.
FINANCIAL INFORMATION
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--- page 363 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit significantly increased from RMB32.9
million in the six months ended June 30, 2024 to RMB72.7 million in the same period of 2025.
Our gross profit margin remained relatively stable at 54.4% in the six months ended June 30,
2024 and 55.0% in the same period of 2025. In particular:
 the gross profit margin from sales of FastData enterprise data intelligence solution
remained relatively stable at 55.4% in the six months ended June 30, 2024 and
54.8% in the same period of 2025.
 the gross profit margin from sales of FastAGI enterprise AI solution increased from
53.0% in the six months ended June 30, 2024 to 55.2% in the same period of 2025,
primarily due to the economies of scale from the maturity of our business and
technology, particularly the usability and adaptability of our solutions, with the
improved delivery efficiency.
Other Income and gains, Net
Our other income and gains, net decreased by 34.5% from RMB2.8 million in the six
months ended June 30, 2024 to RMB1.9 million in the same period of 2025, primarily
attributable to the decrease in interest income in relation to our bank loans and structure
deposits.
Research and Development Expenses
Our research and development expenses significantly increased from RMB24.1 million in
the six months ended June 30, 2024 to RMB58.2 million in the same period of 2025, primarily
attributable to (i) an increase in computing power and cloud service expenses driven by our
strategy to train and fine-tune foundation models and enterprise-specific large models to
enhance Agentic AI application capabilities, and (ii) an increase in our outsourced data labeling
and solution testing fees as we increased investment in data labeling and solution testing
activities to support the development of our solutions, in particularly, our FastAGI enterprise
AI solution, partially offset by a decrease in employee benefit expenses as we streamlined our
R&D employee structure to optimize our R&D efficiency.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 7.9% from RMB45.7 million in the six
months ended June 30, 2024 to RMB49.3 million in the same period of 2025, primarily
attributable to an increase in employee benefits expenses driven by our increased number of
sales employees to support our business growth, partially offset by a decrease in business
development expenses as we strategically reduced such spending after establishing a solid sales
channel expansion through substantial investments made from 2022 to 2024, which helped us
build a more stable customer base.
FINANCIAL INFORMATION
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--- page 364 ---
Administrative Expenses
Our administrative expenses increased significantly from RMB26.6 million in the six
months ended June 30, 2024 to RMB145.5 million in the same period of 2025, primarily
attributable to (i) an increase in share-based payment expenses mainly in relation to the
Employee Incentive Scheme adopted by us in 2023 to recognize the contribution of employees,
attract and retain talents, and (ii) an increase in listing expenses.
Impairment Losses/(Gains) on Financial and Contract Assets
We recorded impairment losses on financial and contract assets of RMB6.2 million in the
six months ended June 30, 2024 and impairment gains on financial and contract assets of
RMB1.2 million in the same period of 2025, primarily because we recorded impairment gains
on trade and bill receivables in the same period of 2025 due to our settlement of long-aging
trade receivables due from certain customers, which had been previously recorded as
impairment losses in the six months ended June 30, 2024.
Other Expenses
Our other expenses increased from RMB1.6 million in the six months ended June 30,
2024 to RMB2.3 million in the same period of 2025, primarily attributable to an increase in
donation, partially offset by a decrease in lease-related defaults following the termination of
certain leases in 2024 that had resulted in higher defaults in the six months ended June 30,
2024.
Finance Costs
Our finance costs remained relatively stable at RMB0.2 million in the six months ended
June 30, 2024 and RMB0.3 million in the six months ended June 30, 2025.
Share of Losses of an Associate
We recorded share of losses of an associate of RMB0.2 million in the six months ended
June 30, 2024, and did not record share of results of an associate in the six months ended June
30, 2025, primarily due to net losses recorded by the associate in the six months ended June
30, 2025.
Changes in Fair V alue of Financial Liabilities at Shares with Preferential Rights
Our changes in fair value of financial liabilities at shares with preferential rights
decreased from RMB551.9 million in the six months ended June 30, 2024 to RMB128.3 million
in the same period of 2025, primarily attributable to the fair value change in the financial
liabilities at shares with preferential rights we issued to our Pre-IPO Investors.
FINANCIAL INFORMATION
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--- page 365 ---
Income Tax Expense
We did not record any income tax expense in the six months ended June 30, 2024 and
recorded RMB50 thousand income tax expense in the same period of 2025.
Loss for the Period
As a result of the foregoing, our loss for the period decreased from RMB621.0 million in
the six months ended June 30, 2024 to RMB308.2 million in the same period of 2025.
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our revenue increased by 88.3% from RMB129.0 million in 2023 to RMB242.9 million
in 2024 driven by increases in revenue from both our FastData enterprise data intelligence
solution and FastAGI enterprise AI solution. In particular:
 our revenue from sales of FastData enterprise data intelligence solution increased by
24.5% from RMB122.5 million in 2023 to RMB152.5 million in 2024, mainly due
to the increased number of customers from 70 in 2023 to 80 in 2024, driven by (i)
our solution upgrades with more features and enhanced data processing capabilities,
(ii) the increased need for more advanced data solution resulting from the rapid
development of AI technology and application in 2024, and (iii) our ongoing and
deepened cooperation with existing customers and our effort to expand customer
base.
 our revenue from sales of FastAGI enterprise AI solution significantly increased
from RMB6.5 million in 2023 to RMB90.4 million in 2024, mainly due to the
expansion of our customer base with the increased number of customers from two
in 2023 to 20 in 2024 resulting from the increased brand recognition, and the broad
commercialization of our FastAGI enterprise AI solution across multiple verticals in
2024.
Cost of Sales
Our cost of sales increased by 51.1% from RMB77.3 million in 2023 to RMB116.7
million in 2024 generally reflecting our business growth. In particular:
 our cost of sales from FastData enterprise data intelligence solution remained
relatively stable at RMB71.6 million in 2023 and RMB70.7 million in 2024.
 our cost of sales from FastAGI enterprise AI solution significantly increased from
RMB5.7 million in 2023 to RMB46.0 million in 2024, generally in line with the
increase in revenue.
FINANCIAL INFORMATION
– 355 –


--- page 366 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit significantly increased from RMB51.8
million in 2023 to RMB126.2 million in 2024. Our gross profit margin increased from 40.1%
in 2023 to 51.9% in 2024, primarily attributable to the changes in mix of our revenue sources
and their respective gross profit margins. In particular:
 the gross profit margin from sales of FastData enterprise data intelligence solution
increased from 41.6% in 2023 to 53.6% in 2024, primarily due to (i) the economies
of scale from the maturity of our business and technology, particularly the usability
and adaptability of our solution, and (ii) the implementation of measures to reduce
costs and enhance efficiency, such as (i) streamlining organizational structure,
(ii) optimizing compensation frameworks, and (iii) leveraging AI and digital
transformation to drive productivity.
 the gross profit margin from sales of FastAGI enterprise AI solution increased from
12.8% in 2023 to 49.1% in 2024, reflecting its shift from limited pilot deployments
in 2023 to broader commercialization in 2024 as the number of customers increased
from two in 2023 to 20 in 2024.
Other Income and Gains, Net
Our other income and gains, net increased by 44.2% from RMB6.0 million in 2023 to
RMB8.6 million in 2024, primarily due to (i) an increase in government grants in relation to
computing power subsidy, and (ii) an increase in foreign exchange gains incurred in 2024.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB82.3 million
in 2023 and RMB81.4 million in 2024, mainly because we shifted our R&D focus with the
commercialization of our FastAGI enterprise AI solution.
We reallocated expenditures from personnel to computing power and cloud service, which
was used to train and fine-tune foundation models and enterprise-specific large models to
enhance Agentic AI application capabilities, which led to (i) an increase in our computing
power and cloud service expenses from RMB2.6 million in 2023 to RMB24.9 million in 2024
to enhance our computing power, (ii) an increase in our outsourced data labeling and solution
testing fees from RMB0.3 million in 2023 to RMB6.9 million in 2024 as we transitioned these
functions from in-house personnel to third-party service providers to improve operational
efficiency and operational scalability, and (iii) a decrease in employee benefit expenses from
RMB56.9 million in 2023 to RMB38.3 million in 2024 resulting from the downsizing of our
R&D team in relation to our gradual strategic shift in R&D focus from data-centric solutions
to data + AI centric solutions.
FINANCIAL INFORMATION
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--- page 367 ---
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 13.8% from RMB103.3 million in 2023
to RMB89.1 million in 2024, primarily due to a decrease in employee benefit expenses from
RMB76.2 million in 2023 to RMB63.5 million in 2024 mainly reflecting our optimization of
the sales team to align with performance standards and improve operational efficiency.
Administrative Expenses
Our administrative expenses decreased by 65.5% from RMB143.0 million in 2023 to
RMB49.3 million in 2024, primarily due to the decrease in share-based payment expenses from
RMB79.8 million in 2023 to RMB2.6 million in 2024. The relatively higher share-based
payment expenses in 2023 were mainly in relation to the Employee Incentive Scheme adopted
by us in 2023 to recognize the contribution of employees, attract and retain talents.
Impairment Losses on Financial and Contract Assets
Our impairment losses on financial and contract assets increased from RMB5.5 million in
2023 to RMB9.3 million in 2024, primarily reflecting an increase in impairment losses on trade
and bills receivables, which was generally in line with our revenue growth.
Other Expenses
Our other expenses decreased by 41.3% from RMB4.6 million in 2023 to RMB2.7 million
in 2024, primarily due to the shift from provision for inventories impairment of RMB4.1
million in 2023 to nil in 2024, mainly resulting from a decrease in impairment of contract
assets during the same year, partially offset by an increase in donation in 2024.
Finance Costs
Our finance costs decreased by 51.7% from RMB0.8 million in 2023 to RMB0.4 million
in 2024, primarily due to a decrease in interest on lease liabilities resulting from the
downsizing of a portion of our leased office facilities.
Share of Profits and Losses of an Associate
We recorded share of profits of an associate of RMB14 thousand in 2023 and share of
losses of an associate of RMB2.4 million in 2024, primarily due to the substantial research and
development expenses incurred by the associate in 2024.
FINANCIAL INFORMATION
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--- page 368 ---
Changes in Fair V alue of Financial Liabilities at Shares with Preferential Rights
Our changes in fair value of financial liabilities at shares with preferential rights
significantly increased from RMB221.0 million in 2023 to RMB1,155.2 million 2024,
primarily due to the fair value change in the financial liabilities at shares with preferential
rights we issued to our Pre-IPO Investors.
Income Tax Expense
Our income tax expenses were RMB76 thousand in 2023 and nil in 2024, primarily
because one of our subsidiaries recorded net profit in 2023, which did not occur in 2024.
Loss for the Y ear
As a result of the foregoing, in particular the significant amount of our changes in fair
value of shares with preferential rights in 2024, our loss for the year increased from RMB502.9
million in 2023 to RMB1,255.0 million in 2024.
Y ear Ended December 31, 2023 Compared with Y ear Ended December 31, 2022
Revenue
Our revenue increased by 28.4% from RMB100.5 million in 2022 to RMB129.0 million
in 2023 mainly driven by increased revenue from our FastData enterprise data intelligence
solution. Our revenue from sales of FastData enterprise data intelligence solution increased by
21.9% from RMB100.5 million in 2022 to RMB122.5 million in 2023, mainly due to the
increased number of customers from 56 in 2022 to 70 in 2023, driven by (i) our solution
upgrades with more features and enhanced data processing capabilities, and (ii) our ongoing
and deepened cooperation with existing customers and our effort to expand customer base.
We started to generate revenue, and recorded revenue of RMB6.5 million, from sales of
our FastAGI enterprise AI solution in 2023.
Cost of Sales
Our cost of sales increased by 9.0% from RMB70.9 million in 2022 to RMB77.3 million
in 2023, in line with our business growth of FastData enterprise data intelligence solution.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 75.2% from RMB29.6 million
in 2022 to RMB51.8 million in 2023. Our gross profit margin increased from 29.4% in 2022
to 40.1% in 2023, primarily driven by the increased gross profit margin in FastData enterprise
data intelligence solution, mainly attributable to (i) the economies of scale from the maturity
FINANCIAL INFORMATION
– 358 –


--- page 369 ---
of our business and technology, particularly the usability and adaptability of our solution, and
(ii) decreased on-site deployment costs per customer benefiting from our long-term customer
relationship generating recurring revenue and our increasing brand awareness.
Other Income and Gains, Net
Our other income and gains, net, decreased by 85.1% from RMB40.2 million in 2022 to
RMB6.0 million in 2023, primarily due to a significant decrease in foreign exchange gains. We
recorded substantial higher exchange gains in 2022 compared to 2023, mainly due to (i) the
accumulation of approximately USD37.4 million in proceeds from our pre-IPO investment in
2022, coinciding with a sharp appreciation of the U.S. dollars, and (ii) the subsequent
conversion of the majority of these U.S. dollar-denominated proceeds into Renminbi in 2023.
Research and Development Expenses
Our research and development expenses decreased by 12.6% from RMB94.2 million in
2022 to RMB82.3 million in 2023, primarily due to a decrease in employee benefit expenses
resulting from the downsizing of our R&D team in relation to our gradual strategic shift in
R&D focus from data-centric solutions to data + AI centric solutions, partially offset by the
increase in share-based payment expenses from RMB1.7 million in 2022 to RMB13.1 million
in 2023, to recognize the contribution of our R&D personnel.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 14.0% from RMB120.2 million in 2022
to RMB103.3 million in 2023, primarily due to (i) a decrease in employee expenses, mainly
reflecting our optimization of the sales team to align with performance standards and improve
operational efficiency, (ii) a decrease in business development expenses, as we streamlined
promotional activities to improve operational efficiency, leveraging the increased brand
recognition and expanded customer base we have achieved.
Administrative Expenses
Our administrative expenses increased by 68.8% from RMB84.7 million in 2022 to
RMB143.0 million in 2023, primarily due to an increase in share-based payment expenses from
RMB8.0 million in 2022 to RMB79.8 million in 2023 in relation to the aforementioned
Employee Incentive Scheme.
Impairment Losses on Financial and Contract Assets
Our impairment losses on financial and contract assets significantly increased from
RMB2.4 million in 2022 to RMB5.5 million in 2023, primarily due to an increase in
impairment losses on trade and bills receivables, in line with the increase in the balance of our
trade and bills receivables.
FINANCIAL INFORMATION
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--- page 370 ---
Other Expenses
Our other expenses significantly increased from RMB3.4 million in 2022 to RMB4.6
million in 2023, primarily due to an increase in provision for inventories impairment, mainly
related to certain projects that recorded losses.
Finance Costs
Our finance costs decreased by 23.0%, from RMB1.0 million in 2022 to RMB0.8 million
in 2023, primarily due to a decrease in interest on lease liabilities, in line with the reduction
in remaining lease terms.
Share of Profits of an Associate
We recorded share of profits of an associate of RMB2.7 million and RMB14 thousand in
2022 and 2023, respectively.
Changes in Fair V alues of Financial Liabilities at Shares with Preferential Rights
Our changes in fair values of financial liabilities at shares with preferential rights
decreased by 47.6% from RMB421.6 million in 2022 to RMB221.0 million 2023, primarily due
to the fair value change in the shares with preferential liabilities we issued to our Pre-IPO
Investors.
Income Tax Expense
Our income tax expenses remained relatively stable at RMB95 thousand in 2022 and
RMB76 thousand in 2023.
Loss for the Y ear
As a result of the foregoing, our loss for the year decreased by 23.2% from RMB655.2
million in 2022 to RMB502.9 million in 2023.
FINANCIAL INFORMATION
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--- page 371 ---
DISCUSSION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth selected information from our consolidated statements of
financial position as of the dates indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629,102 435,354 412,575 382,226
Total current liabilities /H1118/H1118/H1118/H1118/H11182,668,385 2,884,003 4,099,125 4,293,046
Net current liabilities /H1118/H1118/H1118/H1118/H1118(2,039,283) (2,448,649) (3,686,550) (3,910,820)
Total non-current assets /H1118/H1118/H1118/H111832,366 29,622 12,241 16,956
Total non-current liabilities /H1118/H11186,797 4,877 1,605 3,315
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
EQUITY
Paid-in capital/Share capital /H1118 50,137 50,137 50,333 300,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,063,851) (2,474,041) (3,726,247) (4,197,179)
Total deficit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
We recorded net liabilities throughout the Track Record Period. Our net liabilities
increased from RMB1,371.0 million as of January 1, 2022 to RMB2,013.7 million as of
December 31, 2022, primarily due to (i) loss and other comprehensive loss for the year of
RMB654.7 million, and (ii) recognition of shares with preferential rights of RMB120.5 million,
partially offset by issue of new shares of RMB122.7 million. Our net liabilities increased from
RMB2,013.7 million as of December 31, 2022 to RMB2,423.9 million as of December 31,
2023, primarily due to loss and other comprehensive loss for the year of RMB503.1 million,
partially offset by recognition of equity-settled share-based payment of RMB92.9 million. Our
net liabilities increased from RMB2,423.9 million as of December 31, 2023 to RMB3,675.9
million as of December 31, 2024, primarily due to loss and other comprehensive loss for the
year of RMB1,255.0 million. Our net liabilities increased from RMB3,675.9 million as of
December 31, 2024 to RMB3,897.2 million as of June 30, 2025, primarily due to (i) loss and
total comprehensive loss for the period of RMB308.2 million, and (ii) equity transfer between
shareholders of RMB54.5 million, partially offset by (i) recognition of equity-settled
share-based payment of RMB108.0 million, and (ii) capital contribution from shareholders of
RMB33.5 million. Our net liabilities position would turn into net assets upon Listing.
FINANCIAL INFORMATION
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--- page 372 ---
Non-Current Assets and Liabilities
The following table sets forth our non-current assets and liabilities as of the dates
indicated:
As of December 31, As of June 30,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipment /H1118/H11188,983 7,232 3,252 5,190
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,883 15,535 5,799 8,695
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 35 35 317
Investments in an associate /H1118/H1118/H1118/H11181,495 2,409 – –
Equity investments designated at
fair value through other
comprehensive income
(“FVOCI ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,180 – – –
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H11184,790 4,411 3,155 2,754
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H111832,366 29,622 12,241 16,956
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,797 4,877 1,605 3,315
Total non-current liabilities /H1118/H1118/H11186,797 4,877 1,605 3,315
Property, Plant and Equipment
Our property, plant and equipment primarily consisted of electronic equipment, other
equipment, leasehold improvements and construction in progress. Our property, plant and
equipment decreased from RMB9.0 million as of December 31, 2022 to RMB7.2 million as of
December 31, 2023 and further decreased to RMB3.3 million as of December 31, 2024,
primarily due to increases in accumulated depreciation and impairment of our leasehold
improvements and electronic equipment. Our property, plant and equipment increased from
RMB3.3 million as of December 31, 2024 to RMB5.2 million as of June 30, 2025, primarily
due to the purchase of electronic equipment and other equipment in line with our business
growth.
Right-of-Use Assets
Our right-of-use assets represent our leased office premises. Our right-of-use assets
remained relatively stable at RMB15.9 million and RMB15.5 million as of December 31, 2022
and 2023, respectively. Our right-of-use assets further decreased by 62.7% from RMB15.5
million as of December 31, 2023 to RMB5.8 million as of December 31, 2024, primarily due
to non-renewal of certain property leases upon expiration, and replacement of expired leases
FINANCIAL INFORMATION
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--- page 373 ---
with more cost-effective alternatives. Our right-of-use assets increased by 49.9% from RMB5.8
million as of December 31, 2024 to RMB8.7 million as of June 30, 2025, primarily due to the
new leases we entered into for office purposes.
Investments in an Associate
Our investments in an associate primarily represent our investments in entities in which
we do not have a controlling interest. Our investments in an associate increased from RMB1.5
million as of December 31, 2022 to RMB2.4 million as of December 31, 2023, primarily due
to our capital injection into the associate in 2023. Our investments in an associate then
decreased to nil as of December 31, 2024 and as of June 30, 2025, mainly because the associate
incurred significant losses in 2024.
Equity investments Designated at FVOCI
We recorded equity investments designated at FVOCI of RMB1.2 million as of
December 31, 2022, which represent our unlisted equity investments at fair value in Jiangxi
Galaxies Information Technology Co., Ltd. (“ Galaxies ”). In June 2021, we made an initial
investment of RMB1 million in the form of capital increase in Galaxies. In February 2023, we
disposed of our equity interest in Galaxies as this investment no longer coincided with our
investment strategy. See Note 18 to the Accountant’s Report in Appendix I to this prospectus.
Current Assets and Liabilities
The following table sets forth our current assets and liabilities as of the dates indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025
(RMB in thousands)
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,750 11,003 14,546 12,245 15,244
Trade and bills receivables /H111841,034 74,367 166,233 146,795 161,962
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,230 5,305 15,350 15,856 15,270
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,810 7,494 6,421 13,891 13,699
Financial assets at fair
value through profit or
loss (“ FVTPL ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 426 378 374
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 387 1,282 1,272 1,272
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 8,404 8,404
Cash and cash equivalents /H1118549,138 336,798 208,317 183,385 140,245
Total current assets /H1118/H1118/H1118/H1118/H1118629,102 435,354 412,575 382,226 356,470
FINANCIAL INFORMATION
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As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025
(RMB in thousands)
(unaudited)
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,920 30,033 83,623 52,932 61,526
Other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,761 41,175 54,413 44,926 33,368
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 50,115 50,363
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,001 11,164 4,272 5,478 5,530
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5––––
Shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,608 2,801,631 3,956,817 4,139,595 5,190,823
Total current liabilities /H1118/H11182,668,385 2,884,003 4,099,125 4,293,046 5,341,610
Net current liabilities /H1118/H1118/H1118/H11182,039,283 2,448,649 3,686,550 3,910,820 4,985,140
We recorded net current liabilities throughout the Track Record Period. Our net current
liabilities increased from RMB2,039.3 million as of December 31, 2022 to RMB2,448.6
million as of December 31, 2023, primarily due to (i) an increase of RMB221.0 million in
shares with preferential rights we issued to our Pre-IPO Investors, and (ii) a decrease of
RMB212.3 million in cash and cash equivalents.
Our net current liabilities increased from RMB2,448.6 million as of December 31, 2023
to RMB3,686.6 million as of December 31, 2024, primarily due to (i) an increase of
RMB1,155.2 million in shares with preferential rights, and (ii) a decrease of RMB128.5 million
in cash and cash equivalents.
Our net current liabilities increased from RMB3,686.6 million as of December 31, 2024
to RMB3,910.8 million as of June 30, 2025, primarily due to (i) an increase of RMB50.1
million in interest-bearing bank borrowings, (ii) a decrease of RMB24.9 million in cash and
cash equivalents, and (iii) a decrease of RMB19.4 million in trade and bills receivables,
partially offset by a decrease of RMB30.7 million in trade payables.
Inventories
Our inventories consisted of contract fulfillment costs in relation to the development and
deployment of our solutions. Contract fulfillment costs represent the costs incurred to fulfill
the obligations when and after the contracts are entered into, but before our solutions
thereunder are delivered to users. Such costs primarily consist of employee benefit expenses
and on-site deployment costs that are necessary to perform the contracts, which will be
recognized to cost of sales mainly within twelve months when our related performance
FINANCIAL INFORMATION
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obligations are satisfied and upon which the related contract revenue is recognized. As of
December 31, 2022, 2023, 2024 and June 30, 2025, our inventories amounted to RMB25.8
million, RMB11.0 million, RMB14.5 million and RMB12.2 million, respectively.
Our inventories decreased from RMB25.8 million as of December 31, 2022 to RMB11.0
million as of December 31, 2023, primarily due to the recognition of contract fulfillment costs
as cost of sales along with the project acceptance of the majority of projects in 2023. Our
inventories remained at a relatively stable level at RMB11.0 million as of December 31, 2023,
RMB14.5 million as of December 31, 2024 and RMB12.2 million as of June 30, 2025.
The following table sets forth an aging analysis of our inventories as of the dates
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,355 10,306 13,785 11,676
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,113 66 574 569
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,282 122 66 –
Over three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 509 121 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,750 11,003 14,546 12,245
Our inventories aged one to two years were relatively higher as of December 31, 2022
compared to as of December 31, 2023 and 2024, primarily due to extended implementation and
delivery process for certain projects caused by COVID-19-related restrictions. As of December
31, 2023, 2024 and June 30, 2025, the majority of our inventories were aged within one year.
As of August 31, 2025, RMB0.3 million, or 2.7% of inventories as of June 30, 2025, had
been used, consumed or sold.
The following table sets forth our inventory turnover days for the periods indicated:
Y ear ended December 31,
Six months
ended
June 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118/H1118153 91 41 40
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories (excluding provision for impairment) for a year/period divided by cost of sales for the
relevant year/period and multiplied by 360/180 days.
FINANCIAL INFORMATION
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Our inventory turnover days decreased from 153 days in 2022 to 91 days in 2023, and
further decreased to 41 days in 2024, primarily due to the shortened solution development and
deployment period resulting from our increased development and deployment efficiency with
the continuously enhanced compatibility and adaptability of our solution during the relevant
periods. Our inventory turnover days remained stable at 41 days in 2024 and 40 days the six
months ended June 30, 2025, respectively.
Our inventories are stated at the lower of cost and net realizable value. Cost is determined
by the weighted average method. The net realizable value is estimated based on current market
situation and historical experience of similar inventories. We assessed impairment to
inventories from time to time during the Track Record Period and may make provision to write
down our inventories to the net realizable value if the inventories’ prices went down, and their
realizable value substantially decreases.
We have been closely monitoring the recoverability of these inventories. We believe that
there are no recoverability issues for our inventories because (i) our management is of the view
that the risk of failure to satisfy our related performance obligations is remote considering that
the fast growth of business and the continued improved financial conditions, (ii) our
management is of the view that the risk of material loss under our solutions is remote
considering our high profile client base and, to the best knowledge of our management, their
healthy financial conditions in general, (iii) our inventory turnover days continued to decrease
from 153 days in 2022 to 91 days in 2023, 41 days in 2024 and 40 days the six months ended
June 30, 2025, respectively, (iv) approximately 66.4% of inventories as of December 31, 2024
had been settled as of June 30, 2025, and (v) we had not experienced any recoverability issues
for our contract fulfillment costs throughout the Track Record Period.
However, in accordance with the principle of prudence, we conducted a comprehensive
impairment assessment and recognized sufficient impairment provision for the inventories with
total impairment charge of RMB1.2 million, RMB1.3 million, nil and nil, respectively, as of
December 31, 2022, 2023, 2024 and June 30, 2025, to ensure the financial statements reflect
our economic value accurately.
Trade and Bills Receivables
Our trade and bills receivables mainly relate to the amounts due from our customers who
purchased our solutions. The following table sets forth a breakdown of our trade and bills
receivables as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,208 1,510 943
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,475 83,257 183,547 162,728
Less: impairment allowance /H1118/H1118(4,441) (10,098) (18,824) (16,876)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,034 74,367 166,233 146,795
FINANCIAL INFORMATION
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Our trade and bills receivables increased by 81.2% from RMB41.0 million as of
December 31, 2022, to RMB74.4 million as of December 31, 2023, and further significantly
increased to RMB166.2 million as of December 31, 2024, primarily driven by the growth of
our business during the Track Record Period. Our trade and bills receivables decreased by
11.7% from RMB166.2 million as of December 31, 2024 to RMB146.8 million as of June 30,
2025, primarily due to the decrease in trade receivables as we generally complete the project
acceptance and recognize the revenue in the fourth quarter, resulting in the addition of the trade
receivables at year-end. We did not have bills receivables in 2022. Our bills receivables were
all bank acceptance bills and commercial acceptance bills aged less than six months.
The following table sets out an aging analysis of our trade and bills receivables as of the
dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,177 55,695 144,754 133,488
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,958 7,479 14,551 6,106
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,899 11,193 1,596 4,579
Over three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,332 2,622
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,034 74,367 166,233 146,795
We typically set forth the trading terms with our customers in the relevant sales contracts.
During the Track Record Period, we believe that we have implemented effective credit
management systems and policies. We normally provide our customers with a credit term of
less than three months subject to the creditworthiness of the relevant customers according to
our customer credit management system. Some of our customers were granted credit periods
over three months, primarily based on factors such as their creditworthiness and the strategic
value they bring to our business growth. We seek to maintain strict control over our outstanding
receivables and our credit control department is responsible for minimizing credit risks.
Overdue balances are reviewed regularly by our senior management.
We do not anticipate any recoverability issues with trade and bills receivables primarily
because (i) we assess our customers’ credit quality carefully and regularly, taking into account
their business background, the general risks associated with their industries, their financial
position, past experience and other factors, (ii) we did not experience any material
recoverability issues for our trade and bills receivables throughout the Track Record Period
because our trade and bills receivables are mainly due from customers with good credit profiles
and no history of material defaults on their payment obligations was noted in the past, (iii) over
90.9% of our trade and bills receivables as of June 30, 2025 are aged within one year, (iv) we
have arranged specific repayment schedules with major customers who have trade and bills
receivables over one year and such repayments are proceeding as scheduled, (v) as of June 30,
FINANCIAL INFORMATION
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2025, RMB9.3 million or 30.8% of our trade and bills receivables aged over one year as of
December 31, 2024 had been settled, (vi) we have dedicated credit control team which are
responsible for close and regular monitoring of the credit profiles, operating and financial
conditions of our customers and taking appropriate proactive follow-up actions to ensure the
customers’ payments are made as scheduled, and (vii) we also closely monitor the
recoverability status of trade and bills receivables, especially for those long-aging trade
receivables, and enhance our collection efforts as appropriate.
In addition, an impairment analysis was performed as of December 31, 2022, 2023, 2024
and June 30, 2025, 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.
We write off trade and bills receivables when there is information indicating that the
counterparty is in severe financial difficulties and there is no realistic prospect of recovery,
such as when the counterparty has been placed under liquidation or has entered into bankruptcy
proceedings, whichever occurs sooner, also taking into account legal advice where appropriate.
See Note 20 to the Accountant’s Report in Appendix I to this prospectus.
Based on the foregoing, our Directors are of the view that there is no recoverability issue
for trade and bills receivables, and sufficient provision has been made, by taking into account
our comprehensive credit risk management measures, historical experience in transacting with
relevant customers, and their financial position.
The following table sets forth our trade and bills receivables turnover days for the periods
indicated:
Y ear ended December 31,
Six months
ended
June 30,
2022 2023 2024 2025
Trade and bills receivables
turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146 181 199 237
Note:
(1) Trade and bill receivables turnover days are calculated using the average of opening balance and closing
balance of trade and bills receivables (excluding impairment allowance) for a year/period divided by
revenue for the relevant year/period and multiplied by 360/180 days.
FINANCIAL INFORMATION
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--- page 379 ---
Our trade and bills receivables turnover days increased from 146 days in 2022 to 181 days
in 2023, and further increased to 199 days in 2024, primarily because (i) the balance of our
trade and bills receivables increased along with our revenue growth, and (ii) we served more
KA customers with relatively longer credit terms to rapidly expand our business. Our trade and
bills receivables turnover days increased from 199 days in 2024 to 237 days in the six months
ended June 30, 2025, primarily due to (i) the relatively higher balance of our trade and bills
receivables as of December 31, 2024, which elevated the average balance in the six months
ended June 30, 2025, and (ii) our customers’ payment cycles, as a higher proportion of
receivables are typically settled in the second half of each year.
As of August 31, 2025, RMB32.3 million, or 19.7% of our trade and bills receivables as
of June 30, 2025, had been settled, and as of the same date, RMB130.1 million, or 70.3% of
our trade and bills receivables as of December 31, 2024, had been settled.
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets primarily consisted of (i) deposits
and other receivables, (ii) deductible value-added tax, (iii) other current assets, and (iv)
impairment allowance. The following table sets out a breakdown of our prepayments, other
receivables and other assets as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,492 6,357 5,776 6,007
Deductible value-added tax /H1118/H11184,545 4,466 2,964 4,387
Deferred listing expenses /H1118/H1118/H1118– – 111 6,438
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,519 1,743 1,559 1,219
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,556 12,566 10,410 18,051
Less: impairment allowance /H1118/H1118(956) (661) (834) (1,406)
Other non-current assets /H1118/H1118/H1118/H1118(4,790) (4,411) (3,155) (2,754)
Total current portion /H1118/H1118/H1118/H1118/H1118/H11186,810 7,494 6,421 13,891
Our prepayments, other receivables and other assets increased by 10.0% from RMB6.8
million as of December 31, 2022 to RMB7.5 million as of December 31, 2023 due to an
increase in other current assets. Our prepayments, other receivables and other assets decreased
by 14.3% from RMB7.5 million as of December 31, 2023, to RMB6.4 million as of December
31, 2024, primarily due to a decrease in deductible value-added tax. Our prepayments, other
receivables and other assets significantly increased from RMB6.4 million as of December 31,
2024 to RMB13.9 million as of June 30, 2025, primarily due to an increase in deferred listing
expenses in relation to the capitalization of the listing expenses.
FINANCIAL INFORMATION
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As of August 31, 2025, RMB6.1 million, or 33.6% of our prepayments and other
receivables as of June 30, 2025, had been settled.
Contract Assets
Our contract assets represent our rights to receive consideration for obligations performed
under some of our sales contracts. These considerations are not yet payable by the customers
as they are subject to certain conditions under the relevant contracts, such as lapse of the
warranty period. The following table sets out a breakdown of our contract assets as of the dates
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Warranty retention
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,585 5,814 16,265 16,958
Impairment of contract
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(355) (509) (915) (1,102)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,230 5,305 15,350 15,856
Our contract assets decreased by 14.8% from RMB6.2 million as of December 31, 2022,
to RMB5.3 million as of December 31, 2023, primarily due to the reclassification to trade
receivables upon the expiration of warranty period for certain of our contracts. Our contract
assets significantly increased from RMB5.3 million as of December 31, 2023, to RMB15.4
million as of December 31, 2024, in line with our business growth. Our contract assets
remained relatively stable at RMB15.4 million as of December 31, 2024 and RMB15.9 million
as of June 30, 2025.
As of August 31, 2025, RMB1.7 million, or 10.0% of our contract assets as of June 30,
2025, had been settled.
Trade Payables
Our trade payables represent our obligation to pay for goods or services that have been
purchased from suppliers in the ordinary course of business.
Our trade payables increased by 77.5% from RMB16.9 million as of December 31, 2022,
to RMB30.0 million as of December 31, 2023, and further significantly increased to RMB83.6
million as of December 31, 2024, primarily due to the significant growth of our business,
which resulted in increasing procurement amount and hence higher balance of payables to our
FINANCIAL INFORMATION
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--- page 381 ---
suppliers. Our trade payables decreased by 36.7% from RMB83.6 million as of December 31,
2024 to RMB52.9 million as of June 30, 2025, primarily because we fulfilled certain purchase
payment obligations to our suppliers in accordance with the contracts in the six months ended
June 30, 2025.
The following table sets out an aging analysis of our trade payables as of the dates
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,646 24,673 75,174 45,142
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,892 2,434 4,869 3,322
Two to three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327 2,599 1,592 2,556
Over three years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855 327 1,988 1,912
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,920 30,033 83,623 52,932
The following table sets forth our trade payables turnover days for the periods indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Trade payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 109 175 206
Note:
(1) Trade payables turnover days are calculated using the average of opening balance and closing balance
of trade payables for a year/period divided by cost of sales used for the relevant year/period and
multiplied by 360/180 days.
Our trade payables turnover days increased from 77 days in 2022 to 109 days in 2023 and
175 days in 2024, and further increased to 206 days in the six months ended June 30, 2025,
primarily because we built trust with our suppliers and gained more bargaining power as our
business developed, and thus we were able to negotiate for longer settlement terms in the
transactions in connection with our solutions.
As of August 31, 2025, RMB13.0 million, or 24.5% of our trade payables as of June 30,
2025, had been settled.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals consisted of (i) payroll and welfare payables, (ii) contract
liabilities, primarily arising from the advance payments made by our customers while the
underlying services are yet to be provided, (iii) other tax payables, (iv) other payables, (v)
accrued listing expenses, and (vi) accrued operating expenses. The following table sets out a
breakdown of our other payables and accruals as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Payroll and welfare payables /H1118 29,836 22,624 14,872 13,322
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,890 8,172 3,693 4,411
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,393 7,707 13,295 3,801
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,290 1,970 20,291 7,380
Accrued listing expenses /H1118/H1118/H1118– – 849 14,784
Accrued operating expenses /H1118/H1118 352 702 1,413 1,228
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,761 41,175 54,413 44,926
Our other payables and accruals decreased by 31.1% from RMB59.8 million as of
December 31, 2022 to RMB41.2 million as of December 31, 2023, primarily due to (i) a
decrease in contract liabilities, as a significant portion of these liabilities as of December 31,
2022, was recognized as revenue in 2023, and (ii) a decrease in payroll and welfare payables,
resulting from a reduction in the number of employees. Our other payables and accruals
subsequently increased by 32.2% to RMB54.4 million as of December 31, 2024, primarily due
to (i) an increase in other payables in relation to our procurement of computing power and
cloud services, and (ii) an increase in other tax payables mainly in relation to V A T payables
resulting from our business growth in 2024. Our other payables and accruals decreased from
RMB54.4 million as of December 31, 2024 to RMB44.9 million as of June 30, 2025, primarily
due to (i) a decrease in other payables resulting from the settlement of payments in relation to
our procurement of computing power and cloud services in 2024, and (ii) a decrease in other
tax payables resulting from of the decrease in V A T payables mainly due to relatively high
revenue in 2024, and the majority of V A T for 2024 was paid in the six months ended June 30,
2025, partially offset by an increase in accrued listing expenses.
As of August 31, 2025, RMB29.3 million, or 65.3% of our other payables and accruals
as of June 30, 2025, had been settled.
FINANCIAL INFORMATION
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Shares with Preferential Rights
Our shares with preferential rights represent the redeemable shares we issued to our
Pre-IPO Investors. Our shares with preferential rights increased from RMB2,580.6 million as
of December 31, 2022 to RMB2,801.6 million as of December 31, 2023, and further increased
to RMB3,956.8 million as of December 31, 2024, primarily due to the increase in our
valuation. Our shares with preferential rights further increased to RMB4,139.6 million as of
June 30, 2025, primarily due to the increase in our valuation, and Series Equity Transfer
Shares. See Note 27 of the Accountant’s Report in Appendix I to this prospectus.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from proceeds from our
business operations and capital contribution from shareholders. After the Global Offering, we
intend to finance our future capital requirements through cash generated from our business
operations, bank borrowings, equity financing and the net proceeds from the Global Offering.
We do not anticipate any changes to the availability of financing to fund our operations in the
future.
Cash Flow
The following table sets forth a summary of our cash flows for the periods indicated:
Y ear ended December 31,
Six months ended
June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net cash flows used in
operating activities /H1118/H1118/H1118/H1118/H1118/H1118(257,049) (194,768) (117,679) (72,754) (100,919)
Net cash flows used in
investing activities /H1118/H1118/H1118/H1118/H1118/H1118(4,467) (2,603) (912) (1,070) (171)
Net cash flows from/(used
in) financing activities /H1118/H1118/H111898,591 (15,062) (10,373) (5,964) 76,312
Cash and cash equivalents
at beginning of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,720 549,138 336,798 336,798 208,317
Effect of foreign exchange
rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H111833,343 93 483 198 (154)
Cash and cash equivalents
at end of year/period /H1118/H1118/H1118549,138 336,798 208,317 257,208 183,385
FINANCIAL INFORMATION
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Net Cash Flows Used in Operating Activities
We had net operating cash outflow of RMB257.0 million, RMB194.8 million, RMB117.7
million and RMB100.9 million, in 2022, 2023, 2024 and the six months ended June 30, 2025,
respectively, primarily due to our losses before tax as we incurred significant operating
expenses for the provision of our solutions, carrying out R&D and selling and marketing
activities, as well as administrative management.
In the six months ended June 30, 2025, we had net cash flows used in operating activities
of RMB100.9 million, which represents our loss before taxation of RMB308.2 million, as
adjusted by (i) non-cash and non-operating items, primarily comprising of fair values of
financial liabilities at shares with preferential rights of RMB128.3 million and equity-settled
share-based payment of RMB108.0 million, and (ii) movements in working capital, primarily
comprising of a decrease in trade payables of RMB30.7 million, partially offset by a decrease
in trade and bill receivables of RMB21.4 million.
In 2024, we had net cash flows used in operating activities of RMB117.7 million, which
represents our loss before taxation of RMB1,255.0 million, as adjusted by (i) non-cash and
non-operating items, primarily comprising of fair value changes of financial liabilities at shares
with preferential rights of RMB1,155.2 million, and (ii) movements in working capital,
primarily comprising of an increase in trade and bills receivables of RMB102.0 million,
partially offset by an increase in trade payables of RMB53.6 million.
In 2023, we had net cash flows used in operating activities of RMB194.8 million, which
represents our loss before taxation of RMB502.8 million, as adjusted by (i) non-cash and
non-operating items, primarily comprised of fair value changes of financial liabilities at shares
with preferential rights of RMB221.0 million and equity-settled share option expense of
RMB92.9 million, and (ii) movements in working capital, primarily comprised of an increase
in trade and bills receivables of RMB39.0 million and a decrease in contract liabilities of
RMB14.7 million, partially offset by a decrease in inventories of RMB14.7 million and an
increase in trade payables of RMB13.1 million.
In 2022, we had net cash flows used in operating activities of RMB257.0 million, which
represents our loss before taxation of RMB655.1 million, as adjusted by (i) non-cash and
non-operating items, primarily comprising of fair value changes of financial liabilities at shares
with preferential rights of RMB421.6 million and foreign exchange gains, net of RMB33.3
million, and (ii) movements in working capital, primarily comprising of a decrease in other
payables and accruals of RMB32.9 million and an increase in trade and bills receivables of
RMB9.2 million, partially offset by a decrease in inventories of RMB10.2 million.
We intend to improve our net operating cash outflow position as of the end of the Track
Record Period primarily by implementing measures to drive revenue growth, increase gross
profit, and enhance operating efficiency. For example, we plan to (i) pursue strategic market
expansion based on rigorous analysis of market potential and competitive landscape, supported
by performance-driven sales incentives and intensive sales campaigns; (ii) capitalize on
FINANCIAL INFORMATION
– 374 –


--- page 385 ---
historical R&D results and deployment experience to customers in established verticals to
shorten deployment and innovation cycles and rapidly adapt to market demands by deploying
sophisticated product representatives to key account customers. See “Business — Business
Sustainability.”
In addition, to better manage our working capital, we will also continue to implement our
credit management systems and policies, including (a) performing credit history check to
minimize our credit and collection risk; (b) performing regular reconciliation with our
customers and follow-up with them on overdue trade receivables and closely monitoring the
collection status of our trade receivables and actively following up with our customers for
settlement; and (c) negotiating better payment and credit terms with our suppliers as we
continue to scale our business and increase our procurement from such suppliers.
Net Cash Flows Used in Investing Activities
In the six months ended June 30, 2025, our net cash flows used in investing activities was
RMB0.2 million, which was attributable to (i) purchases of financial assets at FVPTL of
RMB179.8 million, and (ii) purchases of items of property, plant and equipment of RMB45
thousand, partially offset by proceeds from disposal of financial assets at FVTPL of RMB180.0
million.
In 2024, our net cash flows used in investing activities was RMB0.9 million, which was
attributable to purchases of items of property, plant and equipment of RMB1.1 million,
partially offset by proceeds from disposal of financial assets at FVTPL of RMB0.2 million.
In 2023, our net cash flows used in investing activities was RMB2.6 million, which was
attributable to purchases of items of property, plant and equipment of RMB2.7 million and
investments in associates of RMB0.9 million, partially offset by proceeds from disposal of
equity investments designated at fair value through other comprehensive income of RMB1.0
million.
In 2022, our net cash flows used in investing activities was RMB4.5 million, which was
primarily attributable to the purchase of items of property, plant and equipment of RMB6.3
million, partially offset by proceeds from disposal of associates of RMB1.8 million.
Net Cash Flows From/Used in Financing Activities
In the six months ended June 30, 2025, our net cash flows generated from financing
activities was RMB76.3 million, attributable to (i) new bank borrowings of RMB50.0 million,
and (ii) capital contribution from shareholders of RMB33.5 million, partially offset by (i) lease
payments of RMB4.0 million, and (ii) payment of listing expense of RMB3.1 million.
FINANCIAL INFORMATION
– 375 –


--- page 386 ---
In 2024, our net cash used in financing activities were RMB10.4 million, attributable to
lease payment of RMB10.6 million, offset by proceeds from issue of shares of RMB0.2 million.
In 2023, our net cash flows used in financing activities were RMB15.1 million,
attributable to principal portion of lease payments of RMB15.1 million.
In 2022, our net cash flows from financing activities were RMB98.6 million, primarily
attributable to proceeds from issue of shares RMB112.2 million, offset by lease payments of
RMB13.6 million.
CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating costs for the
periods indicated:
Y ear ended December 31,
Six months ended
June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Workforce
employment (1) /H1118/H1118/H1118/H111812,959 20,632 27,058 12,556 11,213
Direct production
costs, including
materials
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H111840,603 24,472 41,680 29,710 19,557
R&D costs (3) /H1118/H1118/H1118/H1118/H1118/H1118/H111898,261 74,297 63,906 28,241 76,062
Solution marketing (4) /H1118121,631 107,294 88,577 46,271 46,865
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118273,454 226,695 221,221 116,778 153,697
Notes:
(1) Workforce employment represents staff costs mainly including salaries and wages under cost of sales.
(2) Direct production costs, including materials represents the costs of sales (excluding non-cash items
under cost of sales) adjusted by changes in working capital relating to production as of previous and
current year end.
(3) R&D costs represents R&D expenses (excluding share-based payment expenses and non-cash items
under R&D expenses) adjusted for changes in working capital relating to R&D activities as of previous
and current year end.
(4) Solution marketing represents selling and marketing expenses (excluding non-cash items under selling
and marketing expenses) adjusted for changes in working capital relating to sales and marketing
activities as of previous and current year end.
FINANCIAL INFORMATION
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--- page 387 ---
INDEBTEDNESS
As of December 31, 2022, 2023, 2024 and June 30, 2025 and August 31, 2025, our
indebtedness included lease liabilities, shares with preferential rights and interest-bearing bank
borrowings. The following table sets forth the breakdown of our indebtedness as of the dates
indicated:
As of December 31,
As of
June 30,
As of
August 31,
2022 2023 2024 2025
(RMB in thousands)
(unaudited)
Current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,001 11,164 4,272 5,478 5,530
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 50,115 50,363
Shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,608 2,801,631 3,956,817 4,139,595 5,190,823
Non-current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,797 4,877 1,605 3,315 2,491
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,598,406 2,817,672 3,962,694 4,198,503 5,249,207
Lease Liabilities
As of December 31, 2022, 2023, 2024 and June 30, 2025 and August 31, 2025, our total
lease liabilities (including current and non-current portions) amounted to RMB17.8 million,
RMB16.0 million, RMB5.9 million, RMB8.8 million and RMB8.0 million, respectively.
Our total lease liabilities remained relatively stable at RMB17.8 million as of December
31, 2022 and RMB16.0 million as of December 31, 2023, and decreased to RMB5.9 million as
of December 31, 2024, mainly due to the downsizing of a portion of our leased office facilities
following the reduction in the number of employees. Our total lease liabilities increased by
49.6% from RMB5.9 million as of December 31, 2024 to RMB8.8 million as of June 30, 2025,
primarily due to the renewal of the existing leases in Beijing and Guangzhou. Our total lease
liabilities remained relatively stable at RMB8.8 million as of June 30, 2025 and RMB8.0
million as of August 31, 2025.
FINANCIAL INFORMATION
– 377 –


--- page 388 ---
Interest-bearing Bank Borrowings
As of December 31, 2022, 2023, 2024 and June 30, 2025 and August 31, 2025, we had
net interest-bearing bank borrowings of nil, nil, nil, RMB50.1 million and RMB50.4 million,
respectively. As of June 30, 2025, all of our interest-bearing bank borrowings were
denominated in RMB. As of June 30, 2025, the interest rate of our unsecured and secured
interest-bearing bank borrowings ranged from 2.6% to 3.0%. As of June 30, 2025, we did not
have unutilized committed bank facilities. Subsequent to August 31, 2025 and up to the Latest
Practicable Date, we secured additional bank borrowings of RMB10.0 million at an interest
rate of 2.9%.
Shares with Preferential Rights
Our shares with preferential rights represent the redeemable shares we issued to our
Pre-IPO Investors. Our shares with preferential rights increased from RMB2,580.6 million as
of December 31, 2022 to RMB2,801.6 million as of December 31, 2023, and further increased
to RMB3,956.8 million as of December 31, 2024, primarily due to the increase in our
valuation. Our shares with preferential rights further increased to RMB4,139.6 million and
RMB5,190.8 million as of June 30 and August 31, 2025, primarily due to the increase in our
valuation, and Series Equity Transfer Shares. See Note 27 of the Accountant’s Report in
Appendix I to this prospectus.
No Other Outstanding Indebtedness
Save as disclosed above, we did not have outstanding indebtedness or any loan capital
issued and outstanding or agreed to be issued, bank overdrafts, loans or similar indebtedness,
liabilities under acceptances (other than normal trade bills), acceptance credits, debentures,
mortgages, charges, finance leases or hire purchase commitments, guarantees or other
contingent liabilities or any covenant in connection therewith as of August 31, 2025, being our
indebtedness statement date. After due and careful consideration, our Directors confirm that,
up to the Latest Practicable Date, there has been no material change in our indebtedness since
August 31, 2025.
FINANCIAL INFORMATION
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--- page 389 ---
CONTINGENT LIABILITIES
As of December 31, 2022, 2023, 2024 and June 30, 2025, we did not have any material
contingent liabilities.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the periods/as of the dates
indicated:
As of/For the Y ear ended December 31,
As of/For the
six months
ended
June 30,
2022 2023 2024 2025
Revenue growth (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 28.4 88.3 118.4 (1)
Gross profit growth (%) /H1118/H1118/H1118/H1118/H1118/H1118N/A 75.2 143.7 120.9 (1)
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H111829.4 40.1 51.9 55.0
Net loss margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(652.2) (389.7) (516.6) (233.3)
Adjusted net loss margin (Non-
HKFRS measure) (%) /H1118/H1118/H1118/H1118/H1118/H1118(222.9) (146.5) (39.7) (39.5)
Note:
(1) The revenue growth and gross profit growth for the six months ended June 30, 2025 are compared with
those for the same period of 2024.
See “— Description of Major Components of Our Results of Operations.”
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure primarily consisted of R&D
expenses adjusted by adding back intangible assets acquired from a third party and capitalized
in connection with R&D software and deducting amortization expenses of capitalized
intangible assets included in R&D expenditure. The table below sets forth our total R&D
expenditure for the periods indicated:
Y ear ended December 31,
Six months
ended June 30,
2022 2023 2024 2025
(RMB in thousands)
R&D expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,168 82,342 81,399 58,244
Adjustments:
Add: Intangible assets
acquired from a third
party and capitalized in
connection with R&D
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
FINANCIAL INFORMATION
– 379 –


--- page 390 ---
Y ear ended December 31,
Six months
ended June 30,
2022 2023 2024 2025
(RMB in thousands)
Less: Amortization expenses
of capitalized intangible
assets include in R&D
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Annual/semi-annual R&D
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,168 82,342 81,399 58,244
Total R&D expenditure /H1118/H1118/H1118 316,153
(1)
Note:
(1) Total R&D expenditure for the three and a half financial years prior to Listing.
The table below sets forth our total operating expenditure for the periods indicated:
Y ear ended December 31,
Six months
ended June 30,
2022 2023 2024 2025
(RMB in thousands)
R&D expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,168 82,342 81,399 58,244
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,178 103,312 89,096 49,311
Administrative expenses /H1118/H111884,723 143,000 49,314 145,507
Adjustments:
Add: Intangible assets
acquired from a third
party and capitalized in
connection with R&D
software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Less: Amortization expenses
of capitalized intangible
assets include in R&D
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Annual/semi-annual total
operating expenditure /H1118/H1118299,069 328,654 219,809 253,062
Total operating
expenditure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,594
(1)
Note:
(1) Total operating expenditure for the three and a half financial years prior to Listing.
FINANCIAL INFORMATION
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--- page 391 ---
The table below sets forth our R&D expenditure ratio and total R&D expenditure ratio for
the periods indicated:
Y ear ended December 31,
Six months
ended June 30,
2022 2023 2024 2025
Annual/semi-annual R&D
expenditure ratio (1) /H1118/H1118/H1118/H1118/H111831.5% 25.1% 37.0% 23.0%
Total R&D expenditure
ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828.7% (2)
Notes:
(1) Calculated by dividing annual R&D expenditure by annual/semi-annual total operating expenditure.
(2) Calculated by dividing total R&D expenditure for the three and a half financial years prior to Listing
by total operating expenditure for the three and a half financial years prior to Listing.
CAPITAL EXPENDITURES
During the Track Record Period, our capital expenditures primarily consisted of
expenditures on property, plant and equipment for office refurbishment and procurement of
servers, and intangible assets. In 2022, 2023, 2024 and the six months ended June 30, 2024 and
2025, our capital expenditures were RMB6.3 million, RMB2.7 million, RMB1.1 million,
RMB1.1 million and RMB0.3 million, respectively. We funded these expenditures mainly with
cash generated from our daily business operations and our pre-IPO investment.
Following the Global Offering, we will continue to incur capital expenditures to grow our
business. We plan to fund our planned capital expenditures primarily with cash flows generated
from our operations, bank borrowings, equity financing, and the net proceeds received from the
Global Offering. See “Future Plans and Use of Proceeds.” We may adjust our capital
expenditures for any given year according to our development plans or in light of market
conditions and other factors we believe to be appropriate.
CAPITAL COMMITMENTS
As of December 31, 2022, 2023, 2024 and June 30, 2025, we did not have any significant
contractual commitments.
FINANCIAL INFORMATION
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--- page 392 ---
RELATED PARTY TRANSACTIONS
For details about our related party transactions during the Track Record Period, see Note
33 to the Accountant’s Report in Appendix I to this prospectus.
Our Directors are of the view that each of the related party transactions set out in Note
33 to the Accountant’s Report in Appendix I to this prospectus was conducted in the ordinary
course of business on an arm’s length basis and with normal commercial terms between the
relevant parties. Our Directors are also of the view that our related party transactions during
the Track Record Period would not distort our track record results or make our historical results
not reflective of our future performance.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet
arrangements. We also have not entered into any financial guarantees or other commitments to
guarantee the payment obligations of third parties. In addition, we have not entered into any
derivative contracts that are indexed to our equity interests and classified as owners’ equity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We
do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or that engages in leasing, hedging or R&D services with
us.
FINANCIAL RISKS DISCLOSURE
We are exposed to a variety of financial risks, including foreign currency risk, credit risk
and liquidity risk. Our overall risk management program focuses on the unpredictability of
financial markets and seeks to minimize potential adverse effects on our financial performance.
See Note 37 of the Accountant’s Report in Appendix I to this prospectus.
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 USD in which we conduct
business may affect our financial condition and results of operations.
FINANCIAL INFORMATION
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--- page 393 ---
The following table demonstrates the sensitivity at the end of each period of the Track
Record Period to a reasonably possible change in foreign currency exchange rates, with all
other variables held constant, of our loss before tax (due to changes in the fair value of
monetary assets and liabilities) and our equity.
Increase/(decrease)
in USD/RMB rate
Increase/(decrease)
in loss before
tax/equity
(%) (RMB in thousands)
Y ear ended December 31, 2022
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (26,063)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118(10) 26,063
Y ear ended December 31, 2023
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (3,182)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118(10) 3,182
Y ear ended December 31, 2024
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (3,272)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118(10) 3,272
Six months ended June 30, 2025
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (2,973)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118(10) 2,973
Credit Risk
We trade only with recognized and creditworthy third parties. It is our policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis and our exposure to bad debts
is not significant.
For the analysis of the maximum exposure to credit risk based on our credit policy and
the credit quality, see Note 37 to the Accountant’s Report in Appendix I to this prospectus.
Liquidity Risk
We monitor and maintain a level of cash and cash equivalents deemed adequate by our
management to finance the operations and mitigate the effects of fluctuations in cash flows.
For the analysis of the maturity profile of our financial liabilities based on the contractual
undiscounted payments, see Note 37 to the Accountant’s Report in Appendix I to this
prospectus.
FINANCIAL INFORMATION
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--- page 394 ---
IMPACT OF COVID-19 PANDEMIC
Since the end of December 2019, the COVID-19 pandemic has materially and adversely
affected the global economy. In response, countries and regions worldwide, including mainland
China, implemented various measures to contain the virus’s spread, such as social distancing,
travel restrictions, quarantine, and remote work.
Although the recurrence of the pandemic in 2022 temporarily affected the mobility of
certain operations — such as the extended implementation and delivery processes — and
prompted us to undertake measures to mitigate the impact on our business and financial
condition, including temporary office closures, remote work arrangements, and additional
support for R&D activities, we believe that COVID-19 did not have any material adverse
impact on our business and financial condition during the Track Record Period and up to the
Latest Practicable Date. This assessment is primarily based on the following considerations: (i)
we did not encounter difficulties in securing timely and sufficient supplies; (ii) we did not
experience significant disruption in the development and deployment of our solutions to
customers; and (iii) there was no material labor shortage attributable to the COVID-19
pandemic. As the COVID-19 pandemic has subsided since early 2023, we do not anticipate any
further material impact from COVID-19 going forward.
DIVIDENDS AND DIVIDEND POLICY
As of December 31, 2022, 2023, 2024 and June 30, 2025, no dividend was paid or
declared by our Company or other entities comprising our Group during the Track Record
Period. Any declaration and payment, as well as the amount of dividends, will be subject to our
Articles of Association and the relevant PRC laws. We currently do not have any fixed dividend
pay-out ratio. No dividend shall be declared or payable except out of our profits and reserves
lawfully available for distribution. As confirmed by our PRC Legal Advisor, according to
relevant PRC laws, any future net profit that we make will have to be first applied to make up
for our historically accumulated losses, after which we will be obliged to allocate 10% of our
net profit to our statutory common reserve fund until such fund has reached more than 50% of
our registered capital. We will, therefore, only be able to declare dividends after (i) all our
historically accumulated losses have been made up for, and (ii) we have allocated sufficient net
profit to our statutory common reserve fund as described above.
WORKING CAPITAL CONFIRMATION
Our Directors are of the opinion that, taking into account the net proceeds from the Global
Offering and the financial resources available to us, including cash and cash equivalents, we
have sufficient working capital for our present requirements, that is at least 12 months from the
date of this prospectus.
FINANCIAL INFORMATION
– 384 –


--- page 395 ---
Our cash burn rate refers to the average monthly (i) net cash used in operating activities,
(ii) purchase of items of property, plant and equipment, and (iii) lease payment. Our historical
cash burn rate was RMB23.1 million, RMB17.7 million, RMB10.8 million and RMB17.5
million in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively, mainly
representing our expenditure in selling and marketing activities, R&D activities and
administrative management activities throughout the Track Record Period. We had relatively
higher cash burn rates in 2022 and 2023, primarily due to relatively higher selling and
marketing expenses in 2022 and the share-based payments in 2023.
Our cash burn rate in 2024 is more representative compared to that in 2022, 2023, as it
reflects our operational and cost structure in the latest full year, particularly following the
launch of our FastAGI enterprise AI solution in November 2023, after which our business
model gradually stabilized.
We had cash and cash equivalents, financial assets at fair value through profit or loss and
pledged deposits of RMB185.0 million as of June 30, 2025. We estimate that we will receive
net proceeds of approximately HK$609.8 million after deducting the underwriting fees and
expenses payable by us in the Global Offering, assuming an Offer Price of HK$26.66 per Offer
Share. Assuming that the average cash burn rate going forward will be similar to the cash burn
rate level in 2024 for the sake of prudence although the cash burn rate is subject to change due
to various factors including but not limited to the business development, industry trend and
customers’ requirement, based on the underlying assumptions that (i) our workforce growth
will generally align with our business expansion, (ii) we do not expect substantial capital
investment, and (iii) we do not expect significant acquisitions of fixed assets, we estimate that
our cash and cash equivalents, financial assets at fair value through profit or loss and pledged
cash as of June 30, 2025 will be able to maintain our financial viability for 17 months or, if
we take into account 10% of the estimated net proceeds from the Listing (namely, the portion
allocated for our working capital and other general corporate purposes), 22 months or, if we
also take into account the estimated net proceeds from the Listing, 69 months.
We will continue to monitor our cash flows from operations closely and maintain our
financial viability through a variety of means, including, among others, bank facilities and
external financings. We do not expect to have next round of financing before the Global
Offering.
DISTRIBUTABLE RESERVES
As of June 30, 2025, we did not have any distributable reserves.
FINANCIAL INFORMATION
– 385 –


--- page 396 ---
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB91.5 million (assuming an Offer Price of HK$26.66 per Offer Share),
representing 14.2% of the gross proceeds of the Global Offering. During the Track Record
Period, we incurred listing expenses of RMB26.9 million. We expect to incur additional listing
expenses of approximately RMB64.6 million, of which approximately RMB26.8 million is
expected to be recognized in the consolidated statements of profit or loss as general and
administrative expenses and approximately RMB37.8 million is expected to be recognized as
a deduction in equity directly upon the Listing. Our Directors do not expect such expenses to
materially impact our results of operations in 2025. By nature, our listing expenses are
composed of (i) underwriting commission of approximately RMB40.5 million, and (ii)
non-underwriting related expenses of approximately RMB51.0 million, which consist of fees
and expenses of legal advisors and Reporting Accountant of approximately RMB21.4 million
and other fees and expenses of approximately RMB29.6 million.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II — Unaudited Pro Forma Financial Information.”
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that up to the date of this Prospectus there has been no
material adverse change in our financial or trading position or prospects since June 30, 2025,
being the end date of the periods reported in the Accountant’s Report in Appendix I to this
prospectus, and there is no event since June 30, 2025 that would materially affect the
information as set out in the Accountant’s 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
– 386 –


--- page 397 ---
FUTURE PLANS
See “Business — Our Strategies” in this prospectus for a detailed description of our future
plans.
USE OF PROCEEDS
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$26.66 per Share, we estimate that we will receive net proceeds of approximately
HK$609.8 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 40% of the net proceeds, or HK$243.9 million, will be used for
enhancing our R&D capabilities in the next five years. In particular,
Investments in R&D of our FastData Foil Data Fusion Platform, Deepexi
enterprise large model platform, and our FastData enterprise data intelligence
solution and FastAGI enterprise AI solution.
/H18537approximately 10.0% of the net proceeds, or HK$61.0 million, will be used for
enhancing the foundational capabilities of our FastData Foil Data Fusion
Platform. We plan to enhance the real-time storage, analysis, and full value
chain data tracking capabilities of our FastData Foil Data Fusion Platform for
multi-modal, multi-dimensional, and multi-indicator data, further solidifying
our technological strengths;
/H18537approximately 10.0% of the net proceeds, or HK$61.0 million, will be used for
enhancing the foundational capabilities of our Deepexi enterprise large model
platform. We plan to improve the platform’s industry applicability and
intelligence level, equipping it with industry-specific reasoning capabilities to
deliver more precise AI application support for our enterprise customers.
Additionally, we plan to enhance the platform’s multi-system access and data
interaction capabilities, thereby improving deployment efficiency;
/H18537approximately 10.0% of the net proceeds, or HK$61.0 million, will be used for
enhancing the R&D of our FastData enterprise data intelligence solution and
FastAGI enterprise AI solution. We plan to upgrade our solutions, enhance
agentic application capabilities, and expand industry application scenarios to
provide more efficient AI transformation support tailored to diverse technical
systems and market needs at various stages. This will also involve building a
collaborative framework that integrates enterprise data, knowledge logic, and
business systems with multiple intelligent agents, enabling multi-model
collaboration; and
FUTURE PLANS AND USE OF PROCEEDS
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--- page 398 ---
To implement the above plans, over the next five years, we intend to (i) expand our
R&D and industry expert teams by recruiting technology experts, industry experts,
architects, and professional engineers from globally in the fields of AI, data
intelligence, and software development; (ii) procure and upgrade software and
hardware to support our R&D initiatives. Specifically, we plan to: (a) collaborate
with leading GPU providers in China to acquire large-scale model training and
inference all-in-one machines, which will deliver efficient and reliable computing
power for customized model training and intelligent applications; (b) obtain
professional programming tools to facilitate software development activities; and (c)
implement R&D management tools to enhance project oversight and improve defect
tracking efficiency; and (iii) invest in other R&D related activities.
The details of our implementation plan in relation to staff recruitment are set forth
as below:
Position Roles and functions
Experience and qualification
required
Estimated
No. of Staff
to be
recruited (1)
AI algorithm
technology
experts /H1118/H1118/H1118
 develop AI-powered
algorithms;
 optimize model
performance including
multi-modal models,
model miniaturization;
and
 collaborate with
industry experts to
align technical
solutions with business
needs
 rich experience in AI
research and
development and AI
industry application
2026:2
2027:3
2028:5
2029:3
2030:2
Total:15
Industry
experts
(R&D) /H1118/H1118/H1118
 identify and interpret
industry-specific pain
points; and
 validate the business
value of AI solutions
 rich experience in a
vertical industry, with
leadership in digital
transformation
initiatives; and
 familiarity with
industry data standards
2026:2
2027:4
2028:4
2029:4
2030:1
Total:15
FUTURE PLANS AND USE OF PROCEEDS
– 388 –


--- page 399 ---
Position Roles and functions
Experience and qualification
required
Estimated
No. of Staff
to be
recruited (1)
System
architects /H1118
 design scalable AI
system architectures;
and
 balance system
performance, cost-
efficiency, and
maintainability
 optimize heterogeneous
computing
 rich experience in AI
architecture design
2026:2
2027:3
2028:4
2029:2
2030:2
Total:13
Professional
engineers /H1118/H1118
 build data
infrastructure;
 deploy production-
grade models
 develop monitoring
tools and optimize
inference engine
 implement architectural
designs from the
architect
 major in Computer
Science, Software
Engineering; and
 development experience
with Python, Java, or
Scala
2026:2
2027:3
2028:5
2029:3
2030:2
Total:15
Note:
(1) Our plan to recruit approximately 58 R&D personnel over the next five years is not in conflict
with the downward trend during the Track Record Period, as: (i) the decrease in R&D staff from
2022 to 2024 was primarily driven by (a) a strategic shift, team restructuring, and resource
reallocation from FastData solution to FastAGI solution, Data+AI and other emerging
technologies, and (b) the outsourcing of certain R&D functions, such as data annotation and
testing, to improve operational efficiency; (ii) the planned recruitment does not overlap with the
R&D roles reduced during the Track Record Period in terms of areas of expertise and professional
background; and (iii) the new hires will support breakthroughs in core technologies, enhance
product performance, and enable the deployment of industry-specific solutions.
FUTURE PLANS AND USE OF PROCEEDS
– 389 –


--- page 400 ---
Investments in joint R&D with independent third-party laboratories.
/H18537approximately 2.5% of the net proceeds, or HK$15.2 million, will be used for
strengthening joint R&D with renowned domestic and international university
laboratories. The research focus will include (i) model security and AI agent
optimization, and (ii) the enhancement of the Deepnova knowledge platform, aimed
at increasing our community influence and promoting technology dissemination.
Through deep collaboration with academic institutions, we aim to accelerate the
industrialization of scientific research outcomes, continuously explore
diversified hybrid technology stacks, and strengthen our solution capabilities.
Investments in building our computing power platform.
/H18537approximately 7.5% of the net proceeds, or HK$45.7 million, will be used for
building our computing power platform. We plan to (i) build our computing
power platform through cloud services leasing to support training and
inference applications for our Deepexi enterprise large model platform, and (ii)
optimize the computing power scheduling mechanism to improve the
utilization efficiency of heterogeneous computing resources. Supported by an
efficient computing power platform, we aim to establish a solid foundation for
the training and deployment of enterprise-specific large models, reducing
computing power costs and enhancing the accessibility of AI applications.
The following table sets forth a breakdown of details of our proposed allocation of
net proceeds for enhancing our R&D capabilities from 2026 to 2030, based on our
current estimation, which is subject to changes based on our actual needs and market
conditions at the relevant time.
Y ear ending December 31,
2026 2027 2028 2029 2030 Total
(HKD in million)
FastData Foil Data Fusion
Platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.2 8.4 16.3 16.6 15.4 61.0
Deepexi enterprise large model
platform /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.2 8.4 16.3 16.6 15.4 61.0
R&D of our FastData enterprise
data intelligence solution and
FastAGI enterprise AI solution /H1118 4.2 8.4 16.3 16.6 15.4 61.0
Joint R&D with independent
third-party laboratories /H1118/H1118/H1118/H1118/H11181.5 2.3 3.8 3.8 3.8 15.2
Computing power platform /H1118/H1118/H1118/H11184.6 6.9 11.4 11.4 11.4 45.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.8 34.3 64.1 65.2 61.4 243.9
FUTURE PLANS AND USE OF PROCEEDS
– 390 –


--- page 401 ---
 approximately 30% of the net proceeds, or HK$182.9 million, will be used for the
expansion of our sales network and customer base in China, enhancing our
commercialization capabilities. In particular,
/H18537approximately 10% of the net proceeds, or HK$61.0 million, will be used for
strengthening the penetration of our solutions in the cities where we currently
operate. We plan to (i) expand our sales, technical support, and delivery teams
in existing cities such as Beijing and Shenzhen to improve our responsiveness
and localized customization services, while also deepening our engagement
with our leading enterprise customers, primarily operating in manufacturing,
consumer goods and electronics sectors, (ii) establish vertical channel
networks in key industries such as consumer goods, manufacturing, healthcare
and transportation industries by cultivating dedicated channel partners and
providing them with professional technical training, sales support, and
marketing resources, and (iii) develop industry-standardized solutions for our
growth-oriented enterprise customers to enhance the sales and delivery
capabilities of channel partners;
/H18537approximately 10% of the net proceeds, or HK$61.0 million, will be used for
expanding our business coverage in new cities through the establishment of
offices or sales subsidiaries. We plan to (i) set up approximately three new
sales offices and approximately two technical support centers in major second-
and third-tier cities across the provinces of Hubei, Hunan and Henan, each
staffed with approximately 25 to 35 employees and equipped to provide
customer conference support, to better serve regional key customers primarily
engaging in healthcare and energy sectors, (ii) build a multi-level customer
coverage network to improve the regional sales management system in China,
and (iii) establish a regional channel partner network, supported by localized
channel strategies and incentive policies;
/H18537approximately 5% of the net proceeds, or HK$30.5 million, will be used for
establishing an experienced team of professional expansion support experts for
the consumer goods, manufacturing, healthcare and transportation industries.
We plan to recruit industry experts with a global perspective to support the
cross-regional business expansion and solution adaptation. This will involve (i)
leveraging our experience with existing leading enterprise customers to expand
into other key players in the consumer goods industry, (ii) addressing the
digital transformation needs of enterprises in intelligent and precision
manufacturing within the manufacturing industry, (iii) focusing on the
application expansion of scenarios such as medical imaging analysis and
clinical auxiliary diagnosis in the healthcare industry, and (iv) targeting the
transportation industry by developing solutions for intelligent transportation
systems, urban public transit optimization, and smart fleet management; and
FUTURE PLANS AND USE OF PROCEEDS
– 391 –


--- page 402 ---
/H18537approximately 5% of the net proceeds, or HK$30.5 million, will be used for
exploring different industries. We plan to (i) conduct market research and
application scenario analysis in potential industries such as finance, energy,
and education to broaden our industry coverage, (ii) establish a sales channel
system tailored to different industries, and (iii) form an industry solution
expert team to build industry-specific knowledge and enhance the replicability
of our solutions.
To implement the above plans, over the next five years, we intend to (i) recruit 30
sales personnel, (ii) recruit 30 technical support and delivery engineers, (iii) recruit
22 industry experts, and (iv) recruit 22 sales channel talents.
Position Roles and functions
Experience and qualification
required
Estimated
No. of Staff
to be
recruited
Sales
personnel /H1118
 client acquisition; and
 client relationship
management
 AI and industry
expertise; and
 software and technical
solution sales
experience
2026:4
2027:5
2028:7
2029:7
2030:7
Total:30
Technical
support
and
delivery
engineers /H1118/H1118
 project implementation;
 solution presentation;
and
 training
 major in AI, data
intelligence, and
computer science; and
 experience in project
implementation and
deployment
2026:4
2027:5
2028:7
2029:7
2030:7
Total:30
Industry
experts
(marketing) /H1118
 locate and apply
technology to solve
industry pain points;
and
 provide industry
support to sales team
 rich industry operations
or research experience
2026:2
2027:4
2028:5
2029:5
2030:6
Total:22
Sales channel
talents /H1118/H1118/H1118/H1118
 manage channel partner
relationship;
 develop channel
strategy; and
 recruit channel partners
 experience in sales
channel setup and
management.
2026:2
2027:4
2028:5
2029:5
2030:6
Total:22
FUTURE PLANS AND USE OF PROCEEDS
– 392 –


--- page 403 ---
The following table sets forth a breakdown of details of our proposed allocation of
net proceeds for the expansion of our sales network and customer base in China from
2026 to 2030, based on our current estimation, which is subject to changes based on
our actual needs and market conditions at the relevant time.
Y ear ending December 31,
2026 2027 2028 2029 2030 Total
(HKD in million)
Strengthening the penetration of
our solutions in the cities
where we currently operate /H1118/H1118/H11184.2 8.4 16.3 16.6 15.4 61.0
Expanding our business coverage
in new cities through the
establishment of offices or
sales subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.2 8.4 16.3 16.6 15.4 61.0
Establishing an experienced team
of professional expansion
support experts for the
consumer goods,
manufacturing, healthcare and
transportation industries /H1118/H1118/H1118/H1118/H11182.1 4.2 8.1 8.3 7.7 30.5
Exploring different industries /H1118/H1118/H11182.1 4.2 8.1 8.3 7.7 30.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.7 25.2 48.9 49.9 46.2 182.9
 approximately 15% of the net proceeds, or HK$91.5 million, will be used for
overseas business expansion.
/H18537approximately 10% of the net proceeds, or HK$61.0 million, will be used for
the establishment of approximately two new overseas branches and offices,
each staffed with approximately 25 to 35 employees and equipped to provide
customer conference support. Leveraging our successful experience in Hong
Kong, we will further solidify our presence in the Hong Kong market and
subsequently expand in a structured manner into key regions along the Belt and
Road, including Southeast Asia and the Middle East. We plan to set up an
overseas marketing headquarter in Hong Kong to develop global market
expansion strategies and coordinate regional marketing resources.
We intend to adopt a series of measures to obtain orders from overseas
customers and compete with local market players: (i) build a pipeline of
potential clients through industry databases, trade fair directories, and other
professional channels, supported by market research and needs analysis to
develop targeted engagement strategies; (ii) identify two to three
representative enterprises in the target market to initiate pilot projects and
FUTURE PLANS AND USE OF PROCEEDS
– 393 –


--- page 404 ---
demonstrate the effectiveness of our solutions; and (iii) collaborate with local
system integrators and IT service providers to leverage their customer
networks and market presence.
In addition, we will prioritize solution localization and technical adaptation by
establishing local technical teams to customize our solutions based on regional
industry characteristics, ensuring alignment with local business processes and
data structures. Our solutions will support local language interfaces and
comply with applicable cybersecurity, and regulatory requirements in each
jurisdiction.
/H18537approximately 5% of the net proceeds, or HK$30.5 million, will be used for
overseas marketing and promotion activities. To enhance our international
visibility and brand recognition, we plan to (i) launch marketing and
promotional campaigns abroad, including active participation in leading
international AI technology exhibitions and forums to showcase our
technological capabilities and strengthen our global brand presence, (ii)
implement digital marketing initiatives by publishing customer success stories
and expert interviews on industry media platforms to build brand credibility;
(iii) pursue technical certifications and industry awards from reputable
international institutions to enhance market trust and demonstrate the quality
and reliability of our solutions; and (iv) establish collaborative relationships
with local research institutions and industry associations overseas to gain
policy support, participate in the development of industry standards, and
strengthen our influence in overseas markets.
To implement the above plans, over the next five years, we intend to (i) recruit 14
sales personnel, (ii) recruit 14 technical support and delivery engineers, (iii) recruit
11 industry experts, and (iv) recruit 11 sales channel talents. The following tables set
forth a detailed implementation plans for overseas business expansion from 2026 to
2030.
Three-phase Expansion Strategy
Phase I (2026-2027) /H1118/H1118/H1118/H1118/H1118We intend to expand our local office, with a strategic
focus on serving customers in healthcare industry, by
leveraging our successful pilot deployments in Hong
Kong.
Phase II (2027-2028) /H1118/H1118/H1118/H1118/H1118We plan to target Belt and Road Initiative markets in
Southeast Asia and the Middle East by establishing
one new overseas office.
Phase III (2029-2030) /H1118/H1118/H1118/H1118We plan to expand our presence to additional Belt
and Road regions, growing to approximately two
overseas offices.
FUTURE PLANS AND USE OF PROCEEDS
– 394 –


--- page 405 ---
Position Roles and functions
Experience and qualification
required
Estimated
No. of Staff
to be
recruited
Sales
personnel /H1118
 business development
in overseas market;
 client acquisition; and
 client relationship
management
 AI and industry
expertise; and
 overseas enterprise
sales experience
2026:2
2027:2
2028:3
2029:3
2030:4
Total:14
Technical
support
and
delivery
engineers /H1118/H1118
 overseas project
implementation;
 adapt solutions to meet
local requirements; and
 solution presentation
 major in AI, data
intelligence, and
computer science; and
 overseas experience in
project implementation
and deployment
2026:2
2027:2
2028:3
2029:3
2030:4
Total:14
Industry
experts /H1118/H1118/H1118
 provide overseas
industry expertise to
adapt solutions to meet
local requirements; and
 provide industry
support to sale teams
 overseas experience in
target industry
operations or research
2026:1
2027:1
2028:2
2029:3
2030:4
Total:11
Sales channel
talents /H1118/H1118/H1118/H1118
 establish international
channel partner
networks; and
 develop region-specific
channel programs
 overseas experience in
sales channel setup and
management
2026:1
2027:1
2028:2
2029:3
2030:4
Total:11
According to Frost & Sullivan, the market size of the Southeast Asia and the Middle
East enterprise large model AI application solution, in terms of revenue, is expected
to increase from US$0.6 billion in 2024 to US$5.7 billion in 2029, representing a
CAGR of 111.8% from 2024 to 2029. Both Southeast Asia and the Middle East are
undergoing rapid digital transformation, supported by strategic government
initiatives such as ASEAN’s Digital Economy Framework Agreement and the UAE
AI Strategy 2031. These programs are designed to foster innovation, drive economic
diversification, and stimulate demand for AI-powered solutions, thereby creating a
favorable environment for market entry and expansion. Additionally, the linguistic
diversity across both regions has generated strong demand for multilingual LLMs
that are attuned to local languages and cultural contexts. Existing global models,
which are predominantly trained in English, often fall short in meeting these
regional needs. This presents a clear opportunity for Chinese providers to offer
FUTURE PLANS AND USE OF PROCEEDS
– 395 –


--- page 406 ---
localized solutions. With established competitive strength in AI, particularly in the
development of LLMs, Chinese companies are well-positioned to capture market
opportunities as they expand into these regions.
As of June 30, 2025, we have secured agreements with two international customers,
representing a total order value of approximately RMB12.0 million, for which
revenue has not yet been recognized. As of the same date, we were in commercial
negotiations with an additional four international customers.
The following table sets forth a breakdown of details of our proposed allocation of
net proceeds for overseas business expansion from 2026 to 2030, based on our
current estimation, which is subject to changes based on our actual needs and market
conditions at the relevant time.
Y ear ending December 31,
2026 2027 2028 2029 2030 Total
(HKD in million)
Establishment of overseas
branches and offices /H1118/H1118/H1118/H1118/H1118/H1118/H11182.7 6.0 10.7 16.9 24.6 61.0
Overseas marketing and
promotion activities /H1118/H1118/H1118/H1118/H1118/H1118/H11181.4 3.0 5.4 8.5 12.3 30.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.1 9.0 16.1 25.4 36.9 91.5
 approximately 5% of the net proceeds, or HK$30.5 million, will be used for
potential investment, merger, and acquisition opportunities aimed at further
strengthening our core technological capabilities and solidifying our technological
strengths. Our focus for potential investments and acquisitions will be on companies
with complementary solutions that align with our existing offerings to create
synergies, as well as suitable targets with innovative technologies that are
compatible and complementary to our technology platform.
Specifically, our evaluation criteria include: (i) businesses with technologies that
complement our existing solutions, ranging from advanced technologies that enhance our
overall technological capabilities, to specialized offerings that improve the efficiency and
completeness of our solution deployment; (ii) businesses with established industry
expertise in industries where we have a strong presence and aim to deepen market
penetration, as well as in industries we may enter in the future; and (iii) businesses that
hold leading positions within their industries, supported by a substantial user base and a
consistent record of financial stability. For example, we will prioritize target companies
with annual revenue exceeding RMB100 million in their latest fiscal year. Our Directors
believe that there is a sufficient number of potential targets we could choose from.
According to Frost & Sullivan, there were over 100 specialist technology companies or
AI application companies as of December 31, 2024 in the market that would meet our
FUTURE PLANS AND USE OF PROCEEDS
– 396 –


--- page 407 ---
acquisition criteria, representing suitable strategic opportunities for our expansion plans.
As of the Latest Practicable Date, we had not identified any investment or acquisition
target or enter into any definitive investment or acquisition agreement.
As a result of our investment, merger, and acquisition plans, our cash used in investing
activities may increase. However, we believe this impact will be offset by our business
growth, as these initiatives are expected to enhance our technical capabilities, expand our
product offerings, and attract customers from new industries.
 approximately 10% of the net proceeds, or HK$61.0 million, as working capital and
for general corporate uses.
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 or if we are unable to effect any part of our future development plans as
intended, 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 the applicable laws and regulations in other jurisdictions).
In such event, we will comply with the appropriate disclosure requirements under the Listing
Rules.
If any part of our development plan does not proceed as planned for reasons such as
changes in government policies that would hinder the development of any of our projects, or
the occurrence of force majeure events, the Directors will carefully evaluate the situation and
may reallocate the net proceeds from the Global Offering.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
CLSA Limited
CMBC Securities Company Limited
Guotai Junan Securities (Hong Kong) Limited
SPDB International Capital Limited
BOCOM International Securities Limited
Livermore Holdings Limited
Y ellow River Securities Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering 1,331,600
Hong Kong Offer Shares (subject to re-allocation described below) for subscription by the
public in Hong Kong on, and subject to, the terms and conditions set out in this prospectus and
the Hong Kong Underwriting Agreement at the Offer Price.
Subject to:
(a) the Listing Committee granting the listing of, and permission to deal in, our H
Shares to be issued as mentioned in this prospectus and such listing and permission
not subsequently being revoked; and
(b) certain other conditions set out in the Hong Kong Underwriting Agreement,
the Hong Kong Underwriters have agreed severally, and not jointly, to subscribe for, or procure
subscribers for, the Hong Kong Offer Shares which are being offered but 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 upon and subject to the
International Underwriting Agreement having been entered into and becoming unconditional
and not having been terminated.
If there is any change to the offer size due to change in the number of Offer Shares
initially offered in the Global Offering (other than pursuant to the reallocation mechanism as
disclosed in this prospectus), or change to the Offer Price, or if our Company becomes aware
that there has been a significant adverse change affecting any matter contained in this
prospectus or a significant new matter has arisen, the inclusion of information in respect of
which would have been required to be made in this prospectus if it had arisen before this
UNDERWRITING
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--- page 409 ---
prospectus was issued, after the issue of this prospectus and before the commencement of
dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we are required
to cancel the Global Offering and relaunch the offer on FINI and issue a supplemental
prospectus or a new prospectus.
Grounds for Termination
The respective obligations of the Hong Kong Underwriters to subscribe for, or procure
subscribers for, the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement
are subject to termination. The Joint Sponsors and the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) may, in their sole and absolute discretion
terminate the Hong Kong Underwriting Agreement with immediate effect upon giving notice
orally or in writing to our Company 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 effect:
(i) any new law or regulation or any change or development or announcement or
publication involving a prospective change or any event or circumstance likely
to result in a change or a development or announcement or publication
involving a prospective change in any existing law or regulation, or any change
or development involving a prospective change in the interpretation or
application thereof by any court or other competent governmental authority in
or affecting Hong Kong, the PRC, Singapore, the United States, the United
Kingdom, the European Union (or any member thereof) or any other
jurisdiction relevant to the Group or the Global Offering (each a “ Relevant
Jurisdiction ” and collectively “ Relevant Jurisdictions ”); or
(ii) any change or development involving a prospective change or development, or
any event or circumstances or series of events likely to result in or representing
a change or development, in any local, national, regional or international
financial, political, military, industrial, economic, exchange control, currency
market, fiscal, legal, regulatory or market conditions or any monetary or
trading settlement system or other financial markets (including, without
limitation, conditions in stock and bond markets, money and foreign exchange
markets, credit markets and inter-bank markets, a change in the system under
which the value of the Hong Kong currency is linked to that of the currency of
the United States or a change of the Hong Kong dollars or of the RMB against
any foreign currencies) or the implementation of any exchange control in or
affecting any Relevant Jurisdictions or affecting an investment in the Offer
Shares; or
(iii) any event or series of events, whether in continuation, or circumstances in the
nature of force majeure (including, without limitation, acts of government,
calamity, crisis, or, labour disputes, strikes, lock-outs, fire, explosion,
UNDERWRITING
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--- page 410 ---
earthquake, flooding, tsunami, volcanic eruption, civil commotion, riots,
rebellion, public disorder, acts of war (whether declared or undeclared), acts of
terrorism (whether or not responsibility has been claimed), acts of God,
accident or interruption in transportation, destruction of power plant, outbreak,
escalation, mutation or aggravation of diseases, epidemics or pandemics
including, without limitation, SARS, swine or avian flu, H5N1, H1N1, H1N7,
H7N9, Ebola virus, Middle East respiratory syndrome (MERS), COVID-19
and such related/mutated forms, economic sanction, any local, national,
regional or international outbreak or escalation of hostilities (whether or not
war is or has been declared) or other state of emergency or calamity or crisis
in whatever form) political change, paralysis of government operations,
interruption or delay in transportation, or any industry action in, or directly or
indirectly affecting any Relevant Jurisdiction; or
(iv) the imposition or declaration of (A) any moratorium, suspension, restriction
(including, without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) or limitation on trading in
shares or securities generally on the Stock Exchange, the New Y ork Stock
Exchange, the NASDAQ Global Market, the Shanghai Stock Exchange, the
Shenzhen Stock Exchange, the Beijing Stock Exchange, the London Stock
Exchange, the Singapore Stock Exchange or the stock exchange in any other
member of the European Union, or (B) any moratorium on, or disruption in,
banking activities (commercial or otherwise) in Hong Kong (imposed by the
Financial Secretary or the Hong Kong Monetary Authority or other competent
authority), New Y ork (imposed at the U.S. Federal or New Y ork State level or
by any other competent authority), London, the PRC, the European Union (or
any member thereof) or any of the other Relevant Jurisdictions (declared by the
relevant competent authorities) or foreign exchange trading or securities
settlement or clearing services, procedures or matter in or affecting any of the
Relevant Jurisdictions; or
(v) any (A) change or prospective change in exchange controls, currency exchange
rates or foreign investment regulations (including, without limitation, a change
of the Hong Kong dollars or RMB against any foreign currencies, a change in
the system under which the value of the Hong Kong dollars is linked to that of
the United States dollars or RMB is linked to any foreign currency or
currencies), or (B) any change or prospective change in Taxation in any
Relevant Jurisdiction adversely affecting an investment in the H Shares; or
(vi) the other than with the prior written consent of the Joint Sponsors and the
Overall Coordinators, the issue or requirement to issue by the Company of a
supplemental or amendment to this prospectus, preliminary offering circular or
offering circular or other documents in connection with the offer and sale of
UNDERWRITING
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--- page 411 ---
the H Shares pursuant to the Companies Ordinance, the Companies (Winding
Up and Miscellaneous Provisions) Ordinance, the Listing Rules, or the CSRC
Rules or upon any requirement or request of the Stock Exchange, the SFC or
the CSRC; or
(vii) any change or development involving a prospective change which has the
effect of materialization of any of the risks set out in the section headed “Risk
Factors” in this prospectus; or
(viii) any litigation, dispute, legal action, regulatory investigation or claim being
threatened or instigated against any subsidiary or the commencement by any
governmental authority or other regulatory or law enforcement agency or
organization in any Relevant Jurisdiction of any action or investigation against
any Director or any member of the Controlling Shareholders Group, including
being charged with an indictable offence or prohibited by operation of law or
otherwise disqualified from taking part in the management of a company; or
(ix) a Governmental Authority or a regulatory body or organisation in any Relevant
Jurisdiction commencing any investigation or other action or proceedings, or
announcing an intention to investigate or take other action or proceedings,
against any subsidiary, any Director or any warrantors; or
(x) any contravention by any subsidiary or any Director or any member of the
senior management of the Company of the Companies Ordinance, the PRC
Company Law, the Listing Rules or any other applicable laws; or
(xi) the Chairman of the Board or any executive Director named in this prospectus
seeks to retire, or is removed from office or vacating his/her office; or
(xii) any executive Director or any member of senior management of the Company
named in this prospectus is being charged with an indictable offence or
prohibited by operation of law or otherwise disqualified from taking part in the
management or taking directorship of a company; or
(xiii) 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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--- page 412 ---
(xiv) any material adverse change or prospective material adverse change in the
assets, business, prospects, general affairs, management, shareholder’s equity,
earnings, profits, losses, properties, results of operations, in the position or
condition (financial or otherwise) or prospects of any subsidiary (including any
litigation or claim of any third party being threatened or instigated against any
subsidiary); or
(xv) any order or petition for, or any demand by creditors for repayment of
indebtedness or a petition being presented for the winding-up or liquidation of
any subsidiary, or any subsidiary making any composition or arrangement with
its creditors or entering into a scheme of arrangement or any resolution being
passed for the winding-up of any subsidiary or a provisional liquidator,
receiver or manager being appointed over all or part of the assets or
undertaking of any subsidiary or anything analogous thereto occurs in respect
of any subsidiary; or
(xvi) the imposition of comprehensive sanctions under any sanctions laws in, 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 Jurisdictions on or relevant to the Company or any subsidiary; or
(xvii) 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,
which, in any such case (whether individually or in the aggregate) and in the sole
and absolute opinion of the Joint Sponsors and Overall Coordinator (for themselves
and on behalf of the Hong Kong Underwriters):
(A) has or will have or is likely to have a material adverse effect namely,
prejudicially affects, the assets, liabilities, business, general affairs, management,
shareholder’s equity, profit, losses, earning, results of operations, performance,
position or condition (financial or otherwise), or prospects of the Company or the
Group as a whole; or (B) has or will have or may have a material adverse effect on
the success or marketability of the Global Offering or the level of Offer Shares being
applied for or accepted or subscribed for or purchased or the distribution of Offer
Shares and/or has made or is likely to make or may make it impracticable or
inadvisable or incapable for any material part of the Hong Kong Underwriting
Agreement, the Hong Kong Public Offering or the level of interest under the
International Offering or the Global Offering to be performed or implemented as
envisaged; or (C) makes or will make it or may make it inexpedient, impracticable
or inadvisable or incapable to proceed with the Hong Kong Public Offering and/or
International 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 (D) has or will or may have the effect of making a part of
UNDERWRITING
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--- page 413 ---
the Hong Kong Underwriting Agreement (including underwriting) incapable of
performance in accordance with its terms or which prevents or delays 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 Overall Coordinator (for
themselves and on behalf of the Hong Kong Underwriters):
(i) that any statement contained in the Hong Kong Public Offering Documents, the
Disclosure Package, CSRC Filings, Operative Documents, the Preliminary
Offering Circular, the Offering Circular and/or any notices, announcements,
advertisements, communications or other documents (including any
announcement, circular, document or other communication pursuant to the
Hong Kong Underwriting Agreement) issued or approved by, for or on behalf
of the Company in connection with the Global Offering (including any
supplement or amendment thereto) (the “ Offer Related Documents ”) was,
when it was issued or has become untrue, incomplete or incorrect in any
material respects, inaccurate or misleading or deceptive or any forecasts,
estimate, expressions of opinion, intention or expectation expressed or
contained in any of the Offering Documents and/or any notices,
announcements, advertisements, communications so issued or used are not fair
and honest in any material respects and not made on reasonable grounds or,
where appropriate, based on reasonable assumptions with reference to the facts
and circumstances then subsisting, when taken as a whole; or
(ii) non-compliance of this prospectus, the CSRC Filings or any other documents
used in connection with the contemplated subscription and sale of the Offer
Shares or any aspect of the Global Offering with any applicable Laws
(including, without limitation, the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the SFO, the Listing
Rules and the CSRC Rules) in any material respects; or
(iii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus constitute a material
omission from, or material misstatement in, any of the Offer Related
Documents issued or used by, for or on behalf of the Company in connection
with the Global Offering (including any supplement or amendment thereto),
not having been disclosed in the Offering Documents, and/or constitutes an
material omission therefrom; or
(iv) either (i) there has been a breach of any of the representations, warranties,
undertakings or provisions of either the Hong Kong Underwriting Agreement
or the International Underwriting Agreement by any of the Company and any
warrantors or (ii) any of the representations, warranties and undertakings given
by the warrantors in the Hong Kong Underwriting Agreement or the
UNDERWRITING
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--- page 414 ---
International Underwriting Agreement, as applicable, is or any event or
circumstance rendering (or would when repeated be) untrue, incorrect,
incomplete or misleading; or
(v) any event, act or omission which gives or is likely to give rise to any liability
of the warrantors pursuant to the indemnities given by the Company under the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement (including any supplement or amendment thereto), as applicable; or
(vi) any breach of any of the obligations of the Company and the warrantors under
the Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(vii) any breach of, or any event rendering any of the Warranties untrue or incorrect
or misleading in any material respect; or
(viii) a significant portion of the orders in the bookbuilding process at the time of the
International Underwriting Agreement is entered into, have been withdrawn,
terminated or cancelled, or with respect to which the payment of the relevant
orders and/or investment commitment has not been received or settled in the
stipulated time and manner or otherwise; or
(ix) there is any change or development involving a prospective change,
constituting or having a Material Adverse Effect; or
(x) any Expert, whose consent is required for the issue of this prospectus with the
inclusion of its reports, letters or opinions and references to its name included
in the form and context in which it respectively appears, has withdrawn its
consent; or
(xi) admission is refused or not granted, other than subject to customary conditions,
on or before the Listing Date, or if granted, the admission is subsequently
withdrawn, cancelled, qualified (other than by customary conditions), revoked
or withheld; or
(xii) the Company has withdrawn the Offering Documents (and/or any other
documents issued or used in connection with the Global Offering) or the
Global Offering; or
(xiii) a prohibition on the Company for whatever reason from allotting or issuing the
Offer Shares pursuant to the terms of the Global Offering.
UNDERWRITING
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--- page 415 ---
Undertakings given to the Stock Exchange pursuant to the Listing Rules
By our Controlling Shareholders Group
Pursuant to Rules 10.07 and 18C.13 of the Listing Rules, our Controlling Shareholders
Group has irrevocably and unconditionally undertaken to us and to the Stock Exchange that
except pursuant to the Global Offering, they shall not and shall procure that the relevant
registered Shareholder(s) controlled by them shall not, in the period commencing on the date
by reference to which disclosure of their shareholdings in our Company is made in this
prospectus and ending on the date which is 12 months from the Listing Date, dispose of, nor
enter into any agreement to dispose of or otherwise create any options, rights, interests or
encumbrances (save as pursuant to a pledge or charge as security in favor of an authorized
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for
a bona fide commercial loan in accordance with Note (2) to Rule 10.07(2) of the Listing Rules,
or a share lending arrangement entered into by them pursuant to Rule 10.07(3) of the Listing
Rules).
In addition, in accordance with Note 3 to Rule 10.07(2) of the Listing Rules, the
Controlling Shareholders Group has further irrevocably and unconditionally undertaken to us
and the Stock Exchange that, within the period commencing on the date by reference to which
disclosure of their shareholdings in our Company are made in this prospectus and ending on
the date which is 12 months from the Listing Date, they will:
(a) when they pledge or charge, either individually or jointly, any securities in our
Company beneficially owned by them in favor of an authorized institution (as
defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a
bona fide commercial loan pursuant to Note (2) to Rule 10.07(2) of the Listing
Rules, immediately inform us in writing of such pledge or charge together with the
number of our securities so pledged or charged; and
(b) when they receive indications, either verbal or written, from the pledgee or chargee
that any of our pledged or charged securities beneficially owned by any of them will
be disposed of, immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by our Controlling Shareholders Group and
make a public disclosure in relation to such information by way of an announcement in
accordance with the Listing Rules.
UNDERWRITING
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--- page 416 ---
By the Key Persons
Pursuant to Rule 18C.14(1) of the Listing Rules, each of the key persons and their close
associates (the “ Key Persons ”), comprising Mr. Zhao, Deepexi Huachuang, Deepexi Huaying,
Mr. Y ang, have irrevocably and unconditionally undertaken to us and to the Stock Exchange
that except pursuant to the Global Offering, it/he/she shall not and shall procure that its/his/her
respective close associates and the relevant registered Shareholder(s) controlled by it/him/her
shall not, in the period commencing on the date by reference to which disclosure of its/his/her
shareholdings (or its/his/her respective close associate’s shareholdings, if applicable) in our
Company is made in this prospectus and ending on the date which is 12 months from the
Listing Date, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances (save as (i) pursuant to a pledge or charge as security
in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the
Laws of Hong Kong) for a bona fide commercial loan, or (ii) disposing any interest in such
securities of our Company in the circumstances provided under Rule 18C.15 of the Listing
Rules) in respect of, any of our securities that it/he/she (or its/his/her respective close
associate, if applicable) is shown to beneficially own in this prospectus.
In accordance with Note 2 to Rule 18C.14 of the Listing Rules, each of the Key Persons
has further irrevocably and unconditionally undertaken to us and the Stock Exchange, and shall
procure its/his/her respective close associates, that within the period commencing on the date
by reference to which disclosure of its/his/her shareholdings (or its/his/her respective close
associate’s shareholdings, if applicable) in our Company is made in this prospectus and ending
on the date which is 12 months from the Listing Date, it/he/she will:
(a) when it/he/she (or its/his/her respective close associate) pledges or charges any
securities in our Company beneficially owned by it/him/her (or by its/his/her
respective close associate) in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)), immediately inform
us in writing of such pledge or charge together with the number of our securities so
pledged or charged; and
(b) when it/he/she (or its/his/her respective close associate) receives indications, either
verbal or written, from the pledgee or chargee that any of our pledged or charged
securities beneficially owned by it/him/her (or by its/his/her respective close
associate) will be disposed of, immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by any of the Key Persons and make a public
disclosure in relation to such information by way of an announcement in accordance with the
Listing Rules.
UNDERWRITING
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--- page 417 ---
By Pathfinder SIIs
Pursuant to Rule 18C.14(2) of the Listing Rules, each of the Pathfinder SIIs has
irrevocably and unconditionally undertaken to us and to the Stock Exchange that except
pursuant to the Global Offering, it shall not, and shall procure that the relevant registered
holder(s) shall not, in the period commencing on the date by reference to which disclosure of
its shareholdings in our Company is made in this prospectus and ending on the date which is
12 months from the Listing Date, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances (save as (i) pursuant to a pledge
or charge as security in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan, or (ii) disposing any
interest in such securities of our Company in the circumstances provided under Rule 18C.15
of the Listing Rules) in respect of, any of our securities that it is shown to beneficially own
in this prospectus.
In accordance with Note 2 to Rule 18C.14 of the Listing Rules, each of the Pathfinder SIIs
has further irrevocably and unconditionally undertaken to us and the Stock Exchange that,
within the period commencing on the date by reference to which disclosure of its shareholdings
in our Company is made in this prospectus and ending on the date which is 12 months from
the Listing Date, it will:
(a) when it pledges or charges any securities in our 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)), immediately inform us in writing of such pledge
or charge together with the number of our securities so pledged or charged; and
(b) when it receives indications, either verbal or written, from the pledgee or chargee
that any of the pledged or charged securities beneficially owned by it will be
disposed of, immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in paragraphs (a) and (b) above by any of the Pathfinder SIIs and make a public
disclosure in relation to such information by way of an announcement in accordance with the
Listing Rules.
UNDERWRITING
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--- page 418 ---
Undertakings given to the Hong Kong Underwriters
By our Company
Our Company has undertaken to each of the Joint Sponsors, the Joint Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries
that except for the offer and sale of the Offer Shares pursuant to the Global Offering, during
the period commencing on the date of the Hong Kong Underwriting Agreement and ending on,
and including, the date that is 6 months after the Listing Date (the “ First Six-Month Period ”),
we will not, without the prior written consent of the Joint Sponsors, the Joint Sponsor-Overall
Coordinators, the Overall Coordinators and the Joint Global Coordinators (for themselves and
on behalf of the Hong Kong Underwriters and the Capital Market Intermediaries) and unless
in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, 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 a mortgage, charge, pledge, lien or other security interest or any
option, restriction, right of first refusal, right of pre-emption or other third party
claim, right, interest or preference or any other encumbrance of any kind
(“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
any other securities of our Company, as applicable, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any H Shares or any shares or other securities of our
Company); or
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of H Shares or any other
shares or securities of our Company, as applicable, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any H Shares or any shares or other securities of our
Company); or
(c) enter into any transaction with the same economic effect as any transaction specified
in (a) or (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in
(a), (b) or (c) above,
UNDERWRITING
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--- page 419 ---
in each case, whether any of the transactions specified in (a), (b) or (c) above is to be settled
by delivery of H Shares or such other securities of our Company, or in cash or otherwise
(whether or not the issue of H Shares or such other securities 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 ”), our Company enters into
any of the transactions specified in (a), (b) or (c) above or offers to or agrees to or announces
any intention to effect any such transaction, our Company shall ensure that it will not create
a disorderly or false market in the securities of our Company. Each of the warrantors (being
our Controlling Shareholders Group) undertakes to each of the Joint Sponsors, the Joint
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital
Market Intermediaries to procure our Company to comply with the undertakings in the Hong
Kong Underwriting Agreement.
By our Controlling Shareholders Group
Our Controlling Shareholders Group has undertaken to each of our Company, the Joint
Sponsors, the Joint Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters
and the Capital Market Intermediaries that, except as pursuant to the Global Offering without
the prior written consent of the Joint Sponsors, the Joint Sponsor-Overall Coordinators, the
Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the
Hong Kong Underwriters and the Capital Market Intermediaries) and unless in compliance
with the requirements of the Listing Rules (including Rule 10.07(3) of the Listing Rules and
Note (2) to Rule 10.07(2) of the Listing Rules), each of them will not, and will procure that
the relevant registered holder(s) will not, at any time during the 12 months from the Listing
Date,
(a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate,
lend, grant or sell any option, warrant, contract or right to purchase, grant or
purchase any option, warrant, contract or right to sell, or otherwise transfer or
dispose of or create any mortgage, charge, pledge, lien or other security interest or
any option, restriction, right of first refusal, right of pre-emption or other third party
claim, right, interest or preference or any other encumbrance of any kind (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
any other securities of our Company or any interest therein (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any H
Shares, or any such other securities or any interest in any of the foregoing, as
applicable) (the “ Relevant H Shares ”) or any interest in any company or entity
holding, directly or indirectly, any of the Relevant H Shares (the “ Holding Entity ”);
UNDERWRITING
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--- page 420 ---
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Relevant H Shares or
the interest in any Holding Entity;
(c) enter into any transaction with the same economic effect as any transaction specified
in (a) or (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in
(a), (b) or (c) above, in each case, whether any of the transactions specified in (a),
(b) or (c) above is to be settled by delivery of H Shares or such other securities of
our Company, as applicable, or in cash or otherwise (whether or not the issue of H
Shares or such other securities will be completed within the aforesaid period).
Notwithstanding anything to the contrary set out above, our Controlling Shareholders
Group shall not be prevented from conducting any of the actions in relation to any Relevant
H Shares as set out in the above if they would remain as the sole beneficial owner (whether
direct or indirect) of such Relevant H Shares as a result of any such action.
Our Controlling Shareholders Group has further undertaken to each of our Company, the
Joint Sponsors, the Joint Sponsor-Overall Coordinators, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries that, within the period commencing on the
date of this prospectus and ending on the date which is 12 months after the Listing Date, he
will immediately inform our Company, the Joint Sponsors, the Joint Sponsor-Overall
Coordinators, the Overall Coordinators and the Joint Global Coordinators of:
(i) any pledges or charges of any H Shares or other securities (including any interests
therein) of our Company beneficially owned by him, together with the number of H
Shares or other securities (including any interests therein) of our Company so
pledged or charged and the purpose for which such pledge or charge is to be created;
and
(ii) any indication received by him, either verbal or written, from the pledgee or chargee
of any H Shares or other securities (including any interests therein) of our Company
pledged or charged that such H Shares or other securities (including any interests
therein) of our Company so pledged or charged will be disposed of.
Notwithstanding anything to the contrary set out above, our Controlling Shareholders
Group shall not be prevented from the disposal of any of the Shares in respect of which anyone
of them is shown in this prospectus to be a beneficial owner (whether direct or indirect) in the
following circumstances: (i) pursuant to a pledge or charge in favor of any authorized
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)), as
security for a bona fide commercial loan; (ii) pursuant to a power of sale under the pledge or
charge (granted pursuant to (i) above); or (iii) in any other exceptional circumstances to which
the Stock Exchange has given its prior approval.
UNDERWRITING
– 410 –


--- page 421 ---
Underwriters’ interest in our Group
Save for their respective obligations under the Hong Kong Underwriting Agreement and
the International Underwriting Agreement, as of the Latest Practicable Date, none of the
Underwriters was interested directly or indirectly in any of our Shares or securities or any
shares or securities of any other member of our Group or had any right or option (whether
legally enforceable or not) to subscribe for, or to nominate persons to subscribe for, any of our
Shares or securities or any shares or securities of any other member of our Group.
Following the completion of the Global Offering, the 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 and International Underwriting
Agreement.
The Joint Sponsors’ Independence
Each of the Joint Sponsors satisfies the independence criteria set out in Rule 3A.07 of the
Listing Rules.
The International Offering
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International
Underwriting Agreement on October 24, 2025 with, among others, the International
Underwriters. Under the International Underwriting Agreement, the International Underwriters
would, subject to certain conditions, severally and not jointly, agree to purchase the
International Offer Shares or procure purchasers for the International Offer Shares initially
being offered pursuant to the International Offering. See “Structure and Conditions of the
Global Offering — The International Offering” in this prospectus.
UNDERWRITING
–4 1 1–


--- page 422 ---
Total Commission and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission equal to 3.75% of the aggregate Offer Price of all the Offer Shares (the “ Fixed
Fees ”). Our Company may, at our sole and absolute discretion, pay to all the Underwriters and
the Capital Market Intermediaries an incentive fee not exceeding 2.5% of the Offer Price of all
the Offer Shares (collectively, the “ Discretionary Fees ”).
The ratio of Fixed Fees and Discretionary Fees payable to all Underwriters and the
Capital Market Intermediaries is therefore approximately 60%:40%. For unsubscribed Hong
Kong Offer Shares reallocated to the International Offering, we will pay an underwriting
commission at the rate applicable to the International Offering and such commission will be
paid to the relevant International Underwriters (and not the Hong Kong Underwriters). No
additional fee will be payable by our Company to the Underwriters and the Capital Market
Intermediaries. The Joint Sponsors will, in addition, receive a fee acting as the sponsor to the
Listing and will be reimbursed for their expenses.
Based on an Offer Price of HK$26.66, the aggregate commissions and estimated
expenses, together with the Stock Exchange listing fee, SFC transaction levy, AFRC
transaction levy, Stock Exchange trading fee, legal and other professional fees, printing and
other fees and expenses, payable by our Company relating to the Global Offering, are estimated
to amount to, in aggregate, HK$91.5 million in total and are payable by us.
Indemnity
We have undertaken to indemnify and keep indemnified on demand (on an after-tax basis)
and hold harmless each of the Joint Sponsors, the Joint Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries (for themselves
and on trust for its directors, supervisors, officers, employees, agents, assignees and affiliates)
from and against certain losses which they may suffer, including liabilities under the U.S.
Securities Act, losses arising from their performance of their obligations under the Underwriting
Agreements and any breach by us of the Underwriting Agreements, as the case may be.
Restrictions on the Offer Shares
No action has been taken to permit a public offering of the Offer Shares, other than in
Hong Kong, or the distribution of this prospectus in any jurisdiction other than Hong Kong.
Accordingly, 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.
UNDERWRITING
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--- page 423 ---
Activities by Syndicate Members
The Hong Kong Underwriters and the International Underwriters (together, the “ Syndicate
Members ”) and their respective affiliates may each individually undertake a variety of activities
(as further described below) which do not form part of the underwriting process.
The Syndicate Members and their respective affiliates are diversified financial institutions
with relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging, investing
and other activities for their own account and for the account of others. In the ordinary course
of their various business activities, the Syndicate Members or their respective affiliates may
purchase, sell or hold a broad array of investments and actively trade securities, derivatives,
loans, commodities, currencies, credit default swaps and other financial instruments for their own
account and for the accounts of their customers. Such investment and trading activities may
involve or relate to assets, securities and/or instruments of our Company and/or persons and
entities relating to our Company and may also include swaps and other financial instruments
entered into for hedging purposes in connection with our Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members or their respective
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 (the financing of which 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 or their affiliates holding long and/or short positions in the H Shares, in baskets of
securities or indices including the H Shares, in units of funds that may purchase the H Shares,
or in derivatives related to any of the foregoing.
In relation to issues by the Syndicate Members or their respective 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.
It should be noted that when engaging in any of these activities, the Syndicate Members
or their respective affiliates will be subject to certain restrictions, including the following:
UNDERWRITING
– 413 –


--- page 424 ---
(a) the Syndicate Members or their respective affiliates must not, in connection with the
distribution of the Offer Shares, effect any transactions (including issuing or
entering into any option or other derivative transactions relating to the Offer
Shares), whether in the open market or otherwise, with a view to stabilizing or
maintaining the market price of any of the Offer Shares at levels other than those
which might otherwise prevail in the open market; and
(b) the Syndicate Members or their respective affiliates must comply with all applicable
laws and regulations, including the market misconduct provisions of the SFO which
includes the provisions prohibiting insider dealing, false trading, price rigging and
stock market manipulation.
The Syndicate Members or their respective affiliates have provided from time to time, and
expect to provide in the future, investment banking, derivative and other services to us and our
affiliates, for which the Syndicate Members or their respective affiliates have received or will
receive customary fees and commissions.
UNDERWRITING
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--- page 425 ---
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. The Global Offering comprises:
 the Hong Kong Public Offering of initially 1,331,600 Offer Shares (subject to
reallocation as mentioned below) in Hong Kong as described below in the paragraph
headed “The Hong Kong Public Offering”; and
 the International Offering of initially 25,300,400 Offer Shares (subject to
reallocation as described below) outside the United States (including to
professional, institutional and corporate investors and other investors anticipated to
have a sizeable demand for the Offer Shares in Hong Kong) in offshore transactions
in reliance on Regulation S as described below in the paragraph headed “The
International Offering”.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public
Offering or indicate an interest, if qualified to do so, for the International Offer Shares under
the International Offering, but may not do both.
The 26,632,000 Offer Shares in the Global Offering will represent approximately 8.15%
of our enlarged share capital immediately after the completion of the Global Offering.
References to applications, application monies or procedure for applications relate solely
to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
We are initially offering for subscription by the public in Hong Kong 1,331,600 Offer
Shares, representing 5% of the total number of Offer Shares initially available under the Global
Offering. Subject to the reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, the number of Offer Shares offered under the Hong Kong Public
Offering will represent approximately 0.41% of our enlarged issued share capital immediately
after completion of the Global Offering.
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 as set forth
below in “— Conditions of the Global Offering”.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 426 ---
Allocation
Allocation of Hong Kong Offer Shares to investors under the Hong Kong Public Offering
will be based 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. We may, if necessary, allocate the Hong Kong Offer Shares on the
basis of balloting, which would mean that some applicants may receive a higher allocation than
others who have applied for the same number of Hong Kong Offer Shares and those applicants
who are not successful in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Offer Shares available under the Hong
Kong Public Offering is to be divided equally into two pools (subject to the reallocation of the
Offer Shares between the Hong Kong Public Offering and the International Offering referred
to below):
 Pool A: The Hong Kong Offer Shares in pool A will be allocated on an equitable
basis to applicants who have applied for the Hong Kong Offer Shares with an
aggregate subscription price of HK$5 million or less (excluding brokerage, SFC
transaction levy, AFRC transaction levy and Stock Exchange trading fee payable);
and
 Pool B: The Hong Kong Offer Shares in pool B will be allocated on an equitable
basis to applicants who have applied for the Hong Kong Offer Shares with an
aggregate subscription price of more than HK$5 million and up to the total value of
pool B (excluding brokerage, SFC transaction levy, AFRC transaction levy and
Stock Exchange trading fee payable).
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the
pools are under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other
pool to satisfy demand in the pool and be allocated accordingly. For the purpose of this
subsection only, the “subscription price” for the 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 but not from both pools. Multiple or suspected multiple applications under the Hong
Kong Public Offering and any application for more than 665,800 Hong Kong Offer Shares will
be rejected.
Reallocation
The allocation of Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of
Practice Note 18 of the Listing Rules (as modified by Rule 18C.09 of the Listing Rules)
requires a clawback mechanism to be put in place which would have the effect of increasing
the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 427 ---
total number of Offer Shares offered under the Global Offering if the International Offer Shares
are fully subscribed or over-subscribed and certain prescribed total demand levels are reached.
In accordance with paragraph 4.2 of Practice Note 18 of the Listing Rules (as modified by Rule
18C.09 of the Listing Rules), if the number of Shares validly applied for under the Hong Kong
Public Offering represents (i) 10 times or more but less than 50 times, and (ii) 50 times or
more, of the number of Offer Shares initially available under the Hong Kong Public Offering,
the total number of Offer Shares available under the Hong Kong Public Offering will be
increased to 2,663,200 Offer Shares, and 5,326,400 Offer Shares, respectively, representing
10% (in the case of (i)) and 20% (in the case of (ii)), respectively, of the total number of Offer
Shares initially available under the Global Offering. In each case, the number of Offer Shares
to be allocated to the International Offering will be correspondingly reduced and the additional
Offer Shares will be allocated between Pool A and Pool B in such manner as the Overall
Coordinators deem appropriate.
The Overall Coordinators may, at their discretion, reallocate Offer Shares initially
allocated for the International Offering to the Hong Kong Public Offering to satisfy valid
applications in Pool A and Pool B in accordance with Chapter 4.14 of the Guide for New
Listing Applicants as follows: if (i) the International Offer Shares are undersubscribed and the
Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of
times; or (ii) the International Offer Shares are fully subscribed or oversubscribed and the
Hong Kong Offer Shares are oversubscribed by less than 10 times of the number of Offer
Shares initially available under the Hong Kong Public Offering, provided that the Offer Price
would be fixed at HK$26.66 per Offer Share, up to 1,331,600 Offer Shares may be reallocated
to the Hong Kong Public Offering from the International Offering, so that the total number of
the Offer Shares available under the Hong Kong Public Offering will be increased to 2,663,200
Offer Shares, representing double of the number of the Offer Shares initially available under
the Hong Kong Public Offering.
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may be reallocated as between these offerings at the discretion of the Overall
Coordinators (for themselves and on behalf of the Underwriters). The Overall Coordinators
may reallocate Offer Shares from the International Offering to the Hong Kong Public Offering
to satisfy valid applications under the Hong Kong Public Offering, in such proportions as the
Overall Coordinators may, in their sole and absolute discretion, determine, subject to the
requirements under Chapter 4.14 of the Guide for New Listing Applicants.
If the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators may
reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, in
such proportions as the Overall Coordinators may, in their sole and absolute discretion,
determine.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 428 ---
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares
are also undersubscribed, the Global Offering will not proceed unless the Underwriters would
subscribe or procure subscribers for their respective applicable proportions of the Offer Shares
being offered which are not taken up under the Global Offering on the terms and conditions of
this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he 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, and such applicant’s application in the International
Offering is liable to be rejected if the said undertaking and/or confirmation is breached and/or
untrue (as the case may be) or it has been or will be placed or allocated International Offer
Shares under the International Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the Offer Price of HK$26.66 per Offer Share in addition to
brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565% on each Offer Share, amounting to a total of
HK$5,385.77 for one board lot of 200 H Shares.
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
We will be initially offering for subscription under the International Offering 25,300,400
Offer Shares, representing 95% of the Offer Shares under the Global Offering. Subject to the
reallocation of Offer Shares between the International Offering and the Hong Kong Public
Offering, the number of Offer Shares offered under the International Offering will represent
approximately 7.75% of our enlarged issued share capital immediately after completion of the
Global Offering.
Allocation
The International Offer Shares will conditionally be offered to selected professional,
institutional and corporate investors and other investors anticipated to have a sizeable demand
for our Offer Shares in Hong Kong and other jurisdictions outside the United States in offshore
transactions 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 which regularly invest in shares and other
securities. Prospective professional, institutional and other investors will be required to specify
the number of the International Offer Shares under the International Offering they would be
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 429 ---
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.
Allocation of the International Offer Shares pursuant to the International Offering will be
determined by the Overall Coordinators and will be based on a number of factors including the
level and timing of demand, total size of the relevant investor’s invested assets or equity assets
in the relevant sector and whether or not it is expected that the relevant investor is likely to buy
further, and/or hold or sell its H Shares, after the Listing. Such allocation is intended to result
in a distribution of the International Offer Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of our
Company and our Shareholders as a whole.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may require
any investor who has been offered Offer Shares under the International Offering and who has
made an application under the Hong Kong Public Offering to provide sufficient information to
the Overall Coordinators so as to allow them to identify the relevant applications under the
Hong Kong Public Offering and to ensure that they are excluded from any applications of Offer
Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the clawback arrangement as described above in “— The Hong Kong
Public Offering — Reallocation” and/or any reallocation of unsubscribed Offer Shares
originally included in the Hong Kong Public Offering.
PRICING AND ALLOCATION
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 around, the last day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where
considered appropriate, based on the level of interest expressed by prospective
professional, institutional and other investors during the book-building process, and with the
consent of our Company, reduce the number of Offer Shares and/or the Offer Price below that
stated in this prospectus at any time prior to the morning of the last day for lodging applications
under the Hong Kong Public Offering and publish an announcement or supplemental
prospectus on the website of the Stock Exchange at www.hkexnews.hk and our websites at
www.deepexi.com (the contents of the websites do not form a part of this prospectus). Upon
issue of such an announcement, the revised number of Offer Shares and/or Offer Price will be
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 430 ---
final and conclusive and the Offer Price, if agreed upon by the Overall Coordinators and us,
will be fixed at the revised Offer Price. Our Company will also, as soon as practicable
following the decision to make such change, issue a supplemental prospectus updating
investors of the change in the number of Offer Shares being offered under the Global Offering
and/or the Offer Price. The Global Offering must first be canceled and subsequently relaunched
on FINI pursuant to the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price may not be made until the day which is the last day for lodging
applications under the Hong Kong Public Offering. Such notice will also confirm or revise, as
appropriate, the working capital statement, the use of proceeds, the Global Offering statistics
as currently set out in “Summary”, and any other financial information which may change as
a result of such reduction. In the absence of any such notice so published, the number of Offer
Shares and/or the Offer Price will not be reduced.
If you have already submitted an application for the Hong Kong Offer Shares before the
last day for lodging applications under the Hong Kong Public Offering, you will not be allowed
to subsequently withdraw your application.
The results of applications in the Hong Kong Public Offering, the level of indications of
interest in the International Offering and the basis of allocation of the Hong Kong Offer Shares
are expected to be made available in a variety of channels in the manner described in “How
to Apply for Hong Kong Offer Shares — B. Publication of Results”.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares is conditional on:
 the Listing Committee granting approval for the listing of, and permission to deal in
our H Shares in issue and to be issued as described in this prospectus;
 the execution and delivery of the International Underwriting Agreement on or about
October 14, 2025; 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 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 Hong Kong Underwriting
Agreement and/or the International Underwriting Agreement, as the case may be (unless and
to the extent such conditions are validly waived on or before such dates and times) and in any
event not later than Wednesday, November 19, 2025, being the 30th day after the date of this
prospectus.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 431 ---
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, each other offering becoming unconditional
and not having been terminated in accordance with its respective terms. If the above conditions
are not fulfilled or waived prior to the times and dates specified, the Global Offering will lapse
and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong Kong
Public Offering will be published by the Company on the website of the Stock Exchange at
www.hkexnews.hk and our websites at www.deepexi.com on the next day following such
lapse. In such an event, 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).
UNDERWRITING AGREEMENTS
The Hong Kong Public Offering is underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement.
We expect to enter into the International Underwriting Agreement relating to the
International Offering on October 24, 2025.
Certain terms of the underwriting arrangements, the Hong Kong Underwriting Agreement
and the International Underwriting Agreement, are summarized in “Underwriting”.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in, the
Offer Shares being offered under the Global Offering.
ADMISSION OF THE H SHARES INTO CCASS
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares and
our Company complies with the stock admission requirements of HKSCC, the H Shares will
be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the H Shares on the Stock Exchange
or any other date HKSCC chooses. Settlement of transactions between participants of the Stock
Exchange is required to take place in CCASS on the second settlement day after any trading
day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 432 ---
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Tuesday, October 28, 2025, it is expected that dealings in our H Shares
on the Stock Exchange will commence at 9:00 a.m. on Tuesday, October 28, 2025.
The H Shares will be traded in board lots of 200 H Shares each.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
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--- page 433 ---
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 websites at www.deepexi.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, supervisor or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, October 20,
2025 and end at 12:00 noon on Thursday, October 23, 2025 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 434 ---
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO White Form
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.hkeipo.hk Investors who would like to
receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in your own name.
From 9:00 a.m. on Monday,
October 20, 2025 to 11:30
a.m. on Thursday, October
23, 2025, Hong Kong
time. The latest time for
completing full payment
of application monies will
be 12:00 noon on
Thursday, October 23,
2025, Hong Kong time.
HKSCC EIPO channel /H1118/H1118/H1118Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through HKSCC’s
FINI system in
accordance with your
instruction
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.
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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 HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
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3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Identity document number
 Full name(s)
2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. Legal entity identifier (“LEI”)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid
e-mail address, a contact telephone number and a Hong Kong address. Y ou are also required to declare
that the identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in
the individual members’ names.
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.
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3. If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at 4 in accordance with market
practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
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4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 H Shares
Permitted number of Hong Kong
Offer Shares for application and
amount payable on
application/successful allotment /H1118/H1118/H1118
Hong Kong Offer Shares are available for
application in specified board lot sizes only.
Please refer to the amount payable associated
with each specified board lot size in the table
below.
The Offer Price is HK$26.66 per H Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require
you to pre-fund your application, in such
amount as determined by the broker or
custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible
for complying with any such pre-funding
requirement imposed by your broker or
custodian with respect to the Hong Kong Public
Offer Shares you applied for.
By instructing your broker or custodian to apply
for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO channel, you (and, if
you are joint applicants, each of you jointly and
severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC
Participants) to arrange payment of the final
Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant
nominee bank account at the designated bank
for your broker or custodian.
If you are applying through the HK eIPO
White Form service, you may refer to the table
below for the amount payable for the number of
H Shares you have selected. Y ou must pay the
respective amount payable on application in full
upon application for Hong Kong Offer Shares.
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--- page 439 ---
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 5,385.77 3,000 80,786.60 40,000 1,077,154.64 180,000 4,847,195.90
400 10,771.55 4,000 107,715.47 50,000 1,346,443.30 200,000 5,385,773.22
600 16,157.31 5,000 134,644.33 60,000 1,615,731.97 300,000 8,078,659.84
800 21,543.10 6,000 161,573.20 70,000 1,885,020.63 400,000 10,771,546.45
1,000 26,928.87 7,000 188,502.06 80,000 2,154,309.29 500,000 13,464,433.06
1,200 32,314.64 8,000 215,430.93 90,000 2,423,597.95 665,800
(1) 17,929,239.06
1,400 37,700.42 9,000 242,359.80 100,000 2,692,886.61
1,600 43,086.18 10,000 269,288.66 120,000 3,231,463.93
1,800 48,471.96 20,000 538,577.33 140,000 3,770,041.25
2,000 53,857.73 30,000 807,865.98 160,000 4,308,618.58
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
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 “— A. Application for Hong Kong Offer Shares — 3.
Information Required to Apply”. If you are suspected of submitting or cause to submit more
than one application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
further for any Offer Shares 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.
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--- page 440 ---
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
Overall Coordinator, 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
Note , the H Share Registrar and HKSCC will not be
liable for any information and representations not in this prospectus and any
supplement to it;
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(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under “— G. Personal Data — 3. Purposes” and “— G.
Personal Data — 4. Transfer of personal data”;
(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 “—
B. Publication of Results”;
(x) confirm that you are aware of the situations specified in “— C. Circumstances in
Which Y ou Will Not Be Allocated Hong Kong Offer Shares”;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the H Shares registered in your name or otherwise held by you;
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(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the application channel of
the HK eIPO White Form service or by any one as your agent or by any other
person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and 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.
Note: The Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of their or the Company’s respective directors, supervisors, officers, employees,
partners, agents, advisers and any other parties involved in the Global Offering.
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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/H1118/H1118/H1118/H1118/H1118/H1118/H1118From “Allotment Results” page at the
designated results of allocations website
at www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with a
“search by ID” function.
24 hours, from 11:00 p.m.
on Monday, October 27,
2025 to 12:00 midnight
on Sunday, November 2,
2025 (Hong Kong time)
The full list of (i) wholly or partially successful
applicants using the HK eIPO White Form service
and HKSCC EIPO channel, and (ii) the number of
Hong Kong Offer Shares conditionally allotted to
them, among other things, will be displayed at
www.hkeipo.hk/IPOResult (alternatively:
www.tricor.com.hk/ipo/result ).
The Stock Exchange’s website at www.hkexnews.hk
and our websites at www.deepexi.com which will
provide links to the above mentioned websites of
the H Share Registrar.
No later than 11:00 p.m. on
Monday, October 27,
2025 (Hong Kong time)
Telephone /H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 Tuesday,
October 28, 2025 to
Monday, November 3,
2025 (Hong Kong time)
on a business day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Friday, October 24, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, October 24, 2025 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
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Allocation Announcement
We expect to announce the results of applications in the Hong Kong Public Offering, the
level of indications of interest in the International Offering and the basis of allocation of the
Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our
websites at www.deepexi.com by no later than 11:00 p.m. on Monday, October 27, 2025 (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 Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
“— A. Application for Hong Kong Offer Shares — 5. Multiple Applications
Prohibited” 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;
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 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted H Shares
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving
Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure . In the extreme event of money settlement
failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its designated bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Tuesday, October 28, 2025
(Hong Kong time), provided that the Global Offering has become unconditional and the right
of termination described in “Underwriting” has not been exercised. Investors who trade H
Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid
do so entirely at their own risk.
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The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate(s)
For application of 500,000 Hong
Kong Offer Shares or more /H1118/H1118
Collection in person at the H Share
Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance
Centre, 16 Harcourt Road, Hong
Kong.
H Share certificate(s) will be
issued in the name of HKSCC
Nominees, deposited into
CCASS and credited to your
designated HKSCC
Participant’s stock account
Time : 9:00 a.m. to 1:00 p.m. on
Tuesday, October 28, 2025 (Hong
Kong time)
No action by you is required
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
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--- page 447 ---
HK eIPO White Form service HKSCC EIPO channel
For application of less than
500,000 Hong Kong Offer
Shares /H1118/H1118/H1118/H1118/H1118/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 : Monday, October 27, 2025
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tuesday, October 28, 2025 Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies paid
through single bank account /H1118
HK eIPO White Form e-Auto Refund
payment instructions to your
designated bank account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies paid
through multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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
Note: Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning
and/or an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in
the morning on Monday, October 27, 2025 rendering it impossible for the relevant H Share certificates
to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to
arrange for delivery of the supporting documents and H Share certificates in accordance with the
contingency arrangements as agreed between them. Y ou may refer to “— E. Severe Weather
Arrangements”.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 448 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, October 23, 2025 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions, (collectively, “Severe Weather Signals”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, October
23, 2025.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in “Expected Timetable”, an announcement will be made and published on the
Stock Exchange’s website at www.hkexnews.hk and our websites at www.deepexi.com of the
revised timetable.
If a Severe Weather Signal is hoisted on Monday, October 27, 2025, 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 Tuesday,
October 28, 2025.
If a Severe Weather Signal is hoisted on Monday, October 27, 2025, for application of less
than 500,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be
made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered
or canceled (e.g. in the afternoon of Monday, October 27, 2025 or on Tuesday, October 28,
2025).
If a Severe Weather Signal is hoisted on Tuesday, October 28, 2025, for application of
500,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for
collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered
or canceled (e.g. in the afternoon of Tuesday, October 28, 2025 or on Thursday, October 30,
2025).
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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 449 ---
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares or any other
date HKSCC chooses. Settlement of transactions between Exchange Participants is required to
take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the H Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486
of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the H Share Registrar is accurate
and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer
Shares into or out of their names or in procuring the services of the H Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 439 –


--- page 450 ---
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 H
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends,
rights issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the H Shares and/or regulators and/or any other purposes to which
applicants and holders of the H Shares may from time to time agree.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 451 ---
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the
H Share Registrar may, to the extent necessary for achieving any of the above purposes,
disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from
or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving banks and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to 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).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 452 ---
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 “Corporate information” or as notified from time to time,
for the attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 453 ---
The following is the text of a report received from the reporting accountants of the
Company, Ernst & Young, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus.
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF DEEPEXI TECHNOLOGY CO., LTD., CITIC SECURITIES (HONG
KONG) LIMITED, CMBC INTERNATIONAL CAPITAL LIMITED, GUOTAI JUNAN
CAPITAL LIMITED, SPDB INTERNATIONAL CAPITAL LIMITED AND BOCOM
INTERNATIONAL (ASIA) LIMITED
Introduction
We report on the historical financial information of Deepexi Technology Co., Ltd. (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-81, which
comprises the consolidated statements of profit or loss and other comprehensive income, the
consolidated statements of changes in equity and the consolidated statements of cash flows of
the Group for each of the years ended 31 December 2022, 2023 and 2024 and the six months
ended 30 June 2025 (the “Relevant Periods”), and the consolidated statements of financial
position of the Group and the statements of financial position of the Company as at 31
December 2022, 2023, and 2024 and 30 June 2025 and material accounting policy information
and other explanatory information (together, the “Historical Financial Information”). The
Historical Financial Information set out on pages I-4 to I-81 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated 20
October 2025 (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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 454 ---
Reporting Accountants’ Responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (the “HKICPA”). This standard requires that we comply with ethical standards
and plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2022, 2023 and 2024 and 30 June 2025, and of the financial performance
and cash flows of the Group for each of the Relevant Periods in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information.
Review of interim comparative financial information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the six months ended 30 June
2024 and other explanatory information (the “Interim Comparative Financial Information”).
The directors of the Company are responsible for the preparation and presentation of the
Interim Comparative Financial Information in accordance with the basis of preparation set out
in note 2.1 to the Historical Financial Information. Our responsibility is to express a conclusion
on the Interim Comparative Financial Information based on our review. We conducted our
review in accordance with Hong Kong Standard on Review Engagements 2410 Review of
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 455 ---
Interim Financial Information Performed by the Independent Auditor of the Entity issued by
the HKICPA. A review consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance with Hong Kong
Standards on Auditing and consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion. Based on our review, nothing has come to our attention that
causes us to believe that the Interim Comparative Financial Information, for the purposes of the
accountants’ report, is not prepared, in all material respects, in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 12 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
20 October 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 456 ---
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 (“HKSAs”) issued by the HKICPA (the “Underlying Financial
Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 457 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December Six months ended 30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 100,468 129,040 242,926 60,497 132,103
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70,909) (77,267) (116,749) (27,579) (59,397)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,559 51,773 126,177 32,918 72,706
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 40,153 5,978 8,622 2,829 1,853
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118(120,178) (103,312) (89,096) (45,712) (49,311)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84,723) (143,000) (49,314) (26,617) (145,507)
Research and development expenses /H1118/H1118/H1118/H1118/H1118(94,168) (82,342) (81,399) (24,146) (58,244)
Impairment (losses)/gains on financial and
contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,433) (5,516) (9,305) (6,215) 1,189
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,404) (4,594) (2,695) (1,620) (2,327)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (1,035) (797) (385) (248) (265)
Share of profits and losses of an associate /H1118 2,668 14 (2,409) (230) –
Changes in fair values of financial
liabilities at shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 (421,570) (221,023) (1,155,186) (551,923) (128,265)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (655,131) (502,819) (1,254,990) (620,964) (308,171)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (95) (76) – – (50)
LOSS FOR THE YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118(655,226) (502,895) (1,254,990) (620,964) (308,221)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(655,226) (502,895) (1,254,990) (620,964) (308,221)
OTHER COMPREHENSIVE INCOME
Other comprehensive income/(loss) that
will not be reclassified to profit or loss
in subsequent periods:
Equity investment designated at fair value
through other comprehensive income:
Changes in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118526 (180) – – –
OTHER COMPREHENSIVE
INCOME/(LOSS) FOR THE
YEAR/PERIOD, NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118526 (180) – – –
TOTAL COMPREHENSIVE LOSS FOR
THE YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(654,700) (503,075) (1,254,990) (620,964) (308,221)
Total comprehensive loss
attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(654,700) (503,075) (1,254,990) (620,964) (308,221)
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 (3.24) (2.45) (6.11) (3.02) (1.12)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 458 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 June
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111814 8,983 7,232 3,252 5,190
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 15,883 15,535 5,799 8,695
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 35 35 317
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,495 2,409 – –
Equity investment designated at fair
value through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 1,180 – – –
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 4,790 4,411 3,155 2,754
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,366 29,622 12,241 16,956
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 25,750 11,003 14,546 12,245
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 41,034 74,367 166,233 146,795
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 6,230 5,305 15,350 15,856
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/H111821 6,810 7,494 6,421 13,891
Financial assets at fair value through
profit or loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 426 378
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 140 387 1,282 1,272
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – – – 8,404
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 549,138 336,798 208,317 183,385
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629,102 435,354 412,575 382,226
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 16,920 30,033 83,623 52,932
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 59,761 41,175 54,413 44,926
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H111826 – – – 50,115
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 11,001 11,164 4,272 5,478
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5–––
Shares with preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H111827 2,580,608 2,801,631 3,956,817 4,139,595
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,668,385 2,884,003 4,099,125 4,293,046
NET CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,039,283) (2,448,649) (3,686,550) (3,910,820)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,006,917) (2,419,027) (3,674,309) (3,893,864)
NON-CURRENT LIABILITIES
Lease liabilities
/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 6,797 4,877 1,605 3,315
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,797 4,877 1,605 3,315
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
EQUITY
Paid-in capital/Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 50,137 50,137 50,333 300,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 (2,063,851) (2,474,041) (3,726,247) (4,197,179)
Total deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,013,714) (2,423,904) (3,675,914) (3,897,179)
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 459 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Paid-in
capital/Share
capital
Capital
reserve*
Share-based
payment
reserve*
Other
reserves*
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income*
Accumulated
losses* Total deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H111846,417 1,353,682 57,577 (1,383,850) (346) (1,444,465) (1,370,985)
Loss and other
comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 5 2 6 (655,226) (654,700)
Issue of new shares with
preferential rights
(note 29 and 30) /H1118/H1118/H1118/H1118/H11183,720 118,945 – – – – 122,665
Recognition of shares with
preferential rights
(note 27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (120,450) – – (120,450)
Recognition of equity-
settled share-based
payment (note 31) /H1118/H1118/H1118/H1118– – 9,756 – – – 9,756
As at 31 December 2022
and 1 January 2023 /H1118/H111850,137 1,472,627 67,333 (1,504,300) 180 (2,099,691) (2,013,714)
Loss and other
comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (180) (502,895) (503,075)
Recognition of equity-
settled share-based
payment (note 31) /H1118/H1118/H1118/H1118– – 92,885 – – – 92,885
As at 31 December 2023
and 1 January 2024 /H1118/H111850,137 1,472,627 160,218 (1,504,300) – (2,602,586) (2,423,904)
Loss and other
comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– – (1,254,990) (1,254,990)
Capital contribution from
shareholder (note 29) /H1118/H1118 1 9 6––– –– 1 9 6
Recognition of equity-
settled share-based
payment (note 31) /H1118/H1118/H1118/H1118– – 2,784 – – – 2,784
As at 31 December 2024 /H1118 50,333 1,472,627 163,002 (1,504,300) – (3,857,576) (3,675,914)
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 460 ---
Paid-in
capital/Share
capital
Capital
reserve
Share-based
payment
reserve
Other
reserves
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
losses Total deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 /H1118/H1118/H111850,137 1,472,627 160,218 (1,504,300) – (2,602,586) (2,423,904)
Loss and total
comprehensive loss for
the period (unaudited) /H1118/H1118 –––– – (620,964) (620,964)
Recognition of equity-
settled share-based
payment (unaudited) /H1118/H1118/H1118– – 834 – – – 834
As at 30 June 2024
(Unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H111850,137 1,472,627 161,052 (1,504,300) – (3,223,550) (3,044,034)
Paid-in
capital/Share
capital
Capital
reserve*
Share-based
payment
reserve*
Other
reserves*
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income*
Accumulated
losses* Total deficits
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2025 /H1118/H1118/H111850,333 1,472,627 163,002 (1,504,300) – (3,857,576) (3,675,914)
Loss and total
comprehensive loss for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– – (308,221) (308,221)
Capital contribution from
shareholders (note 29) /H1118/H111822,924 10,528 – – – – 33,452
Equity transfer between
shareholders (note 27) /H1118/H1118 – – – (54,513) – – (54,513)
Conversion into joint stock
company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,743 (917,314) – – – 690,571 –
Recognition of equity-
settled share-based
payment (note 31) /H1118/H1118/H1118/H1118– – 108,017 – – – 108,017
As at 30 June 2025 /H1118/H1118/H1118/H1118300,000 565,841 271,019 (1,558,813) – (3,475,226) (3,897,179)
* These reserve accounts comprise the consolidated deficits of RMB2,063,851,000, RMB2,474,041,000,
RMB3,726,247,000 and RMB4,197,179,000 in the consolidated statement of financial position as at 31
December 2022, 2023 and 2024 and 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 461 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December Six months ended 30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
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(655,131) (502,819) (1,254,990) (620,964) (308,171)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 1,035 797 382 245 265
Changes in fair values of financial
liabilities at shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 421,570 221,023 1,155,186 551,923 128,265
Fair value loss on financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 836 – 48
Investment income on financial assets at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 –––– (168)
Share of profits and losses of an associate /H1118 (2,668) (14) 2,409 230 –
Covid-19-related rent concessions from
lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 (508) (154) – – –
Loss on disposal of items of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 72 – 208 2 1
Gain on disposal of items of right of use
asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (940) (13) (112) (112) –
Loss on disposal of items of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 4––––
Equity-settled share-based payment /H1118/H1118/H1118/H1118/H11187 9,756 92,885 2,784 834 108,017
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 4,425 4,153 4,434 2,255 1,338
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H111815 14,301 13,023 9,871 5,498 3,873
Amortisation of other intangible assets /H1118/H1118/H11187 5––– 1 2
Impairment losses/(gains) on financial and
contract assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2,433 5,516 9,305 6,215 (1,189)
Foreign exchange (gains)/loss, net /H1118/H1118/H1118/H1118/H1118/H11187 (33,343) (93) (483) (198) 154
Loss on disposal of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H11187 1,19 0––––
(237,779) (165,696) (70,170) (54,072) (67,555)
Decrease/(increase) in inventories /H1118/H1118/H1118/H1118/H1118/H111810,206 14,747 (3,543) (4,585) 2,301
(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(9,232) (38,990) (102,012) (14,181) 21,386
Decrease/(increase) in other receivables,
prepayments and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,265 (389) 1,185 2,467 (4,504)
(Increase)/decrease in contract assets /H1118/H1118/H1118/H1118(7,710) 1,150 (9,195) (3,165) (693)
Increase/(decrease) in trade payables /H1118/H1118/H1118/H11183,146 13,113 53,590 5,883 (30,691)
(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(32,900) (3,567) 17,840 (15,347) (13,437)
Increase/(decrease) in contract liabilities /H1118/H1118
8,080 (14,718) (4,479) 11,128 718
(Increase)/decrease in pledged bank
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (247) (895) (882) 10
Increase in restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (8,404)
Decrease in government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125) ––––
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(257,049) (194,597) (117,679) (72,754) (100,869)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (171) – – (50)
Net cash flows used in operating activities /H1118 (257,049) (194,768) (117,679) (72,754) (100,919)
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 462 ---
Y ear ended 31 December Six months ended 30 June
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,276) (2,703) (1,070) (1,070) (45)
Purchase of intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (294)
Purchases of financial assets at FVPTL /H1118/H1118 –––– (179,800)
Proceeds from disposal of financial assets
at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 158 – 179,968
Proceeds from disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H11189––––
Proceeds from disposal of equity
investment designated at fair value
through other comprehensive income /H1118/H1118/H1118 – 1,00 0–––
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (900) – – –
Proceeds from disposal of an associate /H1118/H1118/H1118 1,80 0––––
Net cash flows used in investing activities /H1118 (4,467) (2,603) (912) (1,070) (171)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of shares with
preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,21 5––––
Capital contribution from shareholders /H1118/H1118/H1118 – – 196 – 33,452
New bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 50,000
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (3,137)
Lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815(b) (13,624) (15,062) (10,569) (5,964) (4,003)
Net cash flows from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898,591 (15,062) (10,373) (5,964) 76,312
NET DECREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(162,925) (212,433) (128,964) (79,788) (24,778)
Cash and cash equivalents at beginning of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118678,720 549,138 336,798 336,798 208,317
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/H111833,343 93 483 198 (154)
Cash and cash equivalents at end of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 549,138 336,798 208,317 257,208 183,385
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 463 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
Information about the statements of financial position of the Company at the end of each
of the Relevant Periods is as follows:
As at 31 December
As at
30 June
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111814 2,394 7,128 3,234 1,903
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,169 15,535 5,799 8,290
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 35 35 317
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 131,875 143,678 143,625 135,815
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,495 2,409 – –
Equity investments designated at fair
value through other comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,180 – – –
Long-term receivables from subsidiaries /H1118 1 94,016 144,000 97,013 97,018
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 1,209 4,411 3,132 2,731
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233,373 317,196 252,838 246,074
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 16,376 10,040 14,333 11,906
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 41,013 74,046 165,944 146,601
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H111833 206 206 – –
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/H111821 530,688 523,112 578,918 566,862
Financial assets at fair value through
profit or loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 426 378
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 5,858 5,279 15,320 15,827
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 140 387 1,282 1,272
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – – – 5,134
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 507,571 336,188 197,789 168,426
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101,852 949,258 974,012 916,406
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 14,994 23,948 67,245 51,699
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 4,593 11,235 28,047 20,659
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 31,653 44,979 53,125 38,409
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118– – – 45,975
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,137 11,164 4,272 5,331
Shares with preferential rights /H1118/H1118/H1118/H1118/H1118/H1118/H111827 2,580,608 2,801,631 3,956,817 4,139,595
Total current liabilities
/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,632,985 2,892,957 4,109,506 4,301,668
NET CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,531,133) (1,943,699) (3,135,494) (3,385,262)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,297,760) (1,626,503) (2,882,656) (3,139,188)
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 106 4,877 1,605 3,071
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 4,877 1,605 3,071
Net liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,297,866) (1,631,380) (2,884,261) (3,142,259)
EQUITY
Paid-in capital/Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 50,137 50,137 50,333 300,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 (1,348,003) (1,681,517) (2,934,594) (3,442,259)
Total deficits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,297,866) (1,631,380) (2,884,261) (3,142,259)
APPENDIX I ACCOUNTANTS’ REPORT
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II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Deepexi Technology Co., Ltd. (the “Company”) was incorporated in the People’s Republic of China (“PRC”)
on 3 May 2018, as a limited liability company under the Companies Law of the PRC. The registered office of the
Company is located at Room 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian
District, Beijing, China. The Company was restructured from a limited company to a joint-stock company on 8 April
2025.
During the Relevant Periods, the Group is principally engaged in the sale of FastData and FastAGI products
and solutions consisting primarily of deployment of software and standard warranty services.
As at the date of this report, the Company had direct interests in its subsidiaries, all of which are private limited
liability companies, the particulars of which are as follows:
Percentage of equity
interest attributable to
the Company
Entity name Notes
Place and date of
incorporation/
registration and place of
operations
Issued ordinary/
registered share
capital Direct Indirect Principal activities
%%
Hangzhou Deepexi
Technology Co., Ltd.؄
ʮ̡* /H1118/H1118
(a) PRC/Mainland China,
2 December 2020
RMB10,000,000 100 – Information
transmission,
software and
information
technology services
Shenzhen Deepexi
Intelligent Technology
Co., Ltd.
ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(a) PRC/Mainland China,
28 April 2019
RMB10,000,000 100 – Information
transmission,
software and
information
technology services
Shanghai Deepexi
Technology Co., Ltd. ɪ
ʮ̡* /H1118/H1118
(a) PRC/Mainland China,
5 August 2020
RMB10,000,000 100 – Scientific research and
technical services
Deepexi Guangzhou
Technology Co., Ltd.
ʮ̡* /H1118
(a) PRC/Mainland China,
Guangzhou City,
11 June 2019
RMB30,000,000 100 – Information
transmission,
software and
information
technology services
Chengdu Deepexi
Technology Co., Ltd. ϓ
ʮ̡* /H1118/H1118
(a) PRC/Mainland China,
30 April 2019
RMB50,000,000 100 – Information
transmission,
software and
information
technology services
Sichuan Deepexi Intelligent
Technology Co., Ltd.
ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
9 December 2024
RMB20,000,000 100 – Scientific research and
technical services
Beijing Deepexi Intelligent
Technology Co., Ltd.
ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
25 July 2024
RMB1,000,000 100 – Scientific research and
technical services
Deepexi Zhiyun (Beijing)
Technology Co., Ltd. ဈ
౷౽ථ(̏ԯ)ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
12 June 2024
RMB5,000,000 100 – Scientific research and
technical services
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 465 ---
Percentage of equity
interest attributable to
the Company
Entity name Notes
Place and date of
incorporation/
registration and place of
operations
Issued ordinary/
registered share
capital Direct Indirect Principal activities
Hong Kong Deepexi
Technology Limited /H1118/H1118/H1118
(b) Hong Kong/Hong Kong
1 June 2023
HKD10,000 100 – Scientific research and
technical services
Wuxi Deepexi Technology
Co., Ltd.ҦϞ
ʮ̡* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
22 May 2025
RMB10,000,000 100 – Scientific research and
technical services
Suzhou Deepexi Zhiyun
Technology Co., Ltd.
ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
23 May 2025
RMB10,000,000 100 – Scientific research and
technical services
Shenzhen Deepexi Zhiyun
Technology Co., Ltd.
ʮ
̡*/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
(b) PRC/Mainland China,
13 June 2025
RMB10,000,000 100 – Scientific research and
technical services
* The English names of these companies represent the best effort made by the directors of the Company
to translate the Chinese names as these companies have not been registered with any official English
names.
(a) The statutory auditors of these entities were Beijing Dehao International Certified Public Accountants
(Limited Liability Partnership) (ה(౷ஷΥྫ)) for the years ended 31
December 2022 and 2023. No audited financial statements have been prepared for these entities for the
year ended 31 December 2024.
(b) No audited financial statements have been prepared for these entities for the years ended 31 December
2022, 2023 and 2024.
The investments in subsidiaries and long-term receivables from subsidiaries in the Company’s statements of
financial position represent:
Y ear ended 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investments, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,907 80,010 80,010 71,879
Investments, deemed investments
arising from share-based payment /H1118 63,968 63,668 63,615 63,936
Long-term receivables from
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,016 144,000 97,013 97,018
225,891 287,678 240,638 232,833
Less: Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,891 287,678 240,638 232,833
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 466 ---
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”) and accounting
principles generally accepted in Hong Kong.
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 and in the period covered by the Interim
Comparative Financial Information. The Historical Financial Information also complies with the applicable
disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”).
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.
The Historical Financial Information has been prepared assuming the Group will continue as a going concern
notwithstanding that the Group recorded net current liabilities of RMB3,910,820,000 and net liabilities of
RMB3,897,179,000 as at 30 June 2025, which is primarily due to shares with preferential rights (the “Shares with
Preferential Rights”) totalling RMB4,139,595,000 are classified as liabilities.
However, in April 2025, the Company and the holders of the Shares with Preferential Rights have entered into
a supplemental agreement that the redemption rights ceased to be exercisable upon submission of the IPO until the
Company fails to complete the IPO within eighteen months. The directors of the Company are of the view that the
Company is not required to return the investment funds in relations to the Shares with Preferential Rights on or before
within twelve months and as a result, the Shares with Preferential Rights are not expected to be redeemed within
twelve months since 30 June 2025.
The directors and management of the Company have considered that the preferential rights of these financial
instruments would be terminated upon listing and the financial liability would then be reclassified to equity, resulting
in the change from a net current liabilities position to a net current assets position.
In addition, the Group has performed a cash flow forecast for the next twelve months from the date of this
report. Accordingly, the directors of the Company believe that the Group will have sufficient working capital to meet
its financial liabilities and obligations as and when they fall due and to sustain its operations for the next twelve
months from the date of the report. Accordingly, the directors of the Company consider that it is appropriate that the
Historical Financial Information is prepared on a going concern basis.
2.2 ISSUED BUT NOT YET EFFECTIVE HONG KONG FINANCIAL REPORTING STANDARDS
The Group has not applied the following new and revised HKFRS Accounting Standards, that have been issued
but are not yet effective, in this 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/H1118Presentation and Disclosure in Financial Statements
2
HKFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to HKFRS 9 and HKFRS 7 /H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to HKFRS 10 and HKAS 28 /H1118/H1118/H1118Sale or Contribution of Assets between an Investor and
its Associate or Joint V enture 3
Annual Improvements to HKFRS Accounting
Standards – V olume 11 /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 periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 467 ---
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 and other comprehensive income, including specified totals and subtotals. Entities are
required to classify all income and expenses within the statement of profit or loss and other comprehensive income
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 . As a 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. The Group is currently analysing the new requirements and assessing the impact of HKFRS
18 on the presentation and disclosure of the Group’s financial statements. The application of HKFRS 18 is not
expected to have material impact on the financial position of the Group but is expected to affect the presentation of
the statement of profit or loss and other comprehensive income and statement of cash flows and additional disclosure
will be included in the financial statements. Except for HKFRS 18, the directors of the Company anticipate that the
application of these new and revised HKFRS Accounting Standards will have no material impact on the Group’s
financial performance and financial position in the foreseeable future.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Investment in an associate
An associate is an entity in which the Group has a long term interest of generally not less than 20% of the
equity voting rights and over which it is in a position to exercise significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control or joint control
over those policies.
The Group’s investment in an associate is stated in the consolidated statements of financial position at the
Group’s share of net assets under the equity method of accounting, less any impairment losses.
If the investment in an associate becomes an investment in a joint venture or vice versa, the retained interest
is not remeasured. Instead, the investment continues to be accounted for under the equity method. In all other cases,
upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and
recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or
joint venture upon loss of significant influence or joint control and the fair value of the retained investment and
proceeds from disposal is recognised in profit or loss.
When there has been a change recognised directly in the equity of the associate, the Group recognises its share
of any changes, when applicable, in the consolidated statements of changes in equity. Unrealised gains and losses
resulting from transactions between the Group and its associate are eliminated to the extent of the Group’s investment
in the associate, except where unrealised losses provide evidence of an impairment of the assets transferred.
Fair value measurement
The Group measures its investment properties and financial instruments 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 468 ---
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 Historical Financial Information on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each of
the Relevant Periods.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the
asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which
the asset belongs. In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate
asset (e.g., a headquarters building) is allocated to an individual cash-generating unit if it can be allocated on a
reasonable and consistent basis or, otherwise, to the smallest group of cash-generating units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the
recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed
only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to
an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation)
had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited
to profit or loss in the period in which it arises, unless the asset is carried at a revalued amount, in which case the
reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued
asset.
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
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 469 ---
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as
follows:
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832%
Other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819%
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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%
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 represents buildings and plant and machinery under construction, which is stated at
cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction during the
period of construction. Construction in progress is reclassified to the appropriate category of property, plant and
equipment when completed and ready for use.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 470 ---
Other intangible assets (other than goodwill)
Other intangible assets acquired separately are measured on initial recognition at cost. The useful lives of other
intangible assets are assessed to be either finite or indefinite. Other 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.
Software
Purchased software is stated at cost less any impairment loss and is amortised on the straight-line basis over
its estimated useful life of 5 years.
Research and development costs
All research costs are charged to the statement of profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
At inception or on reassessment of a contract that contains a lease component and non-lease components, the
Group adopts the practical expedient not to separate non-lease components and to account for the lease component
and the associated non-lease components (e.g., property management services for leases of properties) as a single
lease component.
(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 any accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets as follows:
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181-5 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
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 471 ---
reasonably certain to be exercised by the Group and payments of penalties for termination of the 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
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).
Lease payments on short-term leases are recognised as an expense on a straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade 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.
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.
All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that
the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established by regulation or convention in the
marketplace.
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.
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Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
investments designated at fair value through other comprehensive income when they meet the definition of equity
under HKAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined
on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit of loss. Dividends are recognised as other
income in profit of loss when the right of payment has been established, it is probable that the economic benefits
associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably, except
when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case,
such gains are recorded in other comprehensive income. Equity investments designated at fair value through other
comprehensive income are not subject to impairment assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in profit or loss.
This category includes derivative instruments and equity investments which the Group had not irrevocably
elected to classify at fair value through other comprehensive income. Dividends on the equity investments are also
recognised as other income in profit or loss when the right of payment has been established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from
the host and accounted for as a separate derivative if the economic characteristics and risks are not closely related
to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a
derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are
measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is
either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required
or a reclassification of a financial asset out of the fair value through profit or loss category.
A derivative embedded within a hybrid contract containing a financial asset host is not accounted for
separately. The financial asset host together with the embedded derivative is required to be classified in its entirety
as a financial asset at fair value through profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 The rights to receive cash flows from the asset have expired; or
 The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
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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 each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information.
The Group considers a financial asset in default when contractual payments are within 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are classified
within the following stages for measurement of ECLs except for trade and bills receivables 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 and bills 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.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 474 ---
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, amounts due to related parties and
interest-bearing bank loans and other liabilities.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at
the initial date of recognition, and only if the criteria in HKFRS 9 are satisfied. Gains or losses on liabilities
designated at fair value through profit or loss are recognised in profit or loss, except for the gains or losses arising
from the Group’s own credit risk which are presented in other comprehensive income with no subsequent
reclassification to profit or loss. The net fair value gain or loss recognised in profit or loss does not include any
interest charged on these financial liabilities. The Group has designated its Shares with Preferential Rights as
financial liabilities at fair value through profit or loss, details of which are included in note 27 to the Historical
Financial Information.
Financial liabilities at amortised cost (trade and other payables)
After initial recognition, trade and other payables are subsequently measured at amortised cost, using the
effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at
cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the
effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement
of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Shares with Preferential Rights
The Company entered into a series of investment agreements with certain independent investors, pursuant to
which, these investors agreed to make cash investments to the Company to acquire the equity interest of the Company
(collectively referred as “Series Angel, Series Pre-A, Series A1, Series A+, Series A3, Series A4, Series B1, Series
B2 Financing and Series Equity Transfer”).
The Series Angel, Series Pre-A, Series A1, Series A+, Series A3, Series A4, Series B1, Series B2 Financing
and Series Equity Transfer are classified as financial liabilities or equity in accordance with the substance of the share
purchase agreement and the definitions of a financial liability and an equity instrument.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 475 ---
Financial liabilities arising from Shares with Preferential Rights are classified as non-current liabilities or
current liabilities depending on whether the Company has right to defer settlement of a liability for at least twelve
months after the end of each of the Relevant Periods.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average
method. The net realisable value is estimated based on current market situation and historical experience on similar
inventories.
Cash and cash equivalents
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of
cash, are subject to an insignificant risk of changes in value, and have a short maturity of generally within three
months when acquired and form an integral part of the Group’s cash management.
For the purpose of the consolidated statement of financial position, cash and cash equivalents comprise cash
on hand and at banks, including term deposits, and assets similar in nature to cash, which are not restricted as to use.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of each of the Relevant Periods of the future expenditures expected to be required to settle the obligation. The
increase in the discounted present value amount arising from the passage of time is included in finance costs in profit
or loss.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
each of the Relevant Periods, taking into consideration interpretations and practices prevailing in the country in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each of the
Relevant Periods between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of 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
 in respect of taxable temporary differences associated with investments in subsidiaries and an associate,
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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 476 ---
Deferred tax assets are recognised for all deductible temporary differences, and the carry forward of unused
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss; and
 in respect of deductible temporary differences associated with investments in subsidiaries and an
associate, 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 of the Relevant Periods and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the Relevant
Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Share-based payments
Equity-settled share-based payment transactions
The Group operates restricted share schemes. Employees (including directors) of the Group receive
remuneration in the form of share-based payments, whereby employees render services in exchange for equity
instruments (“equity-settled transactions”).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date
at which they are granted. The fair value is determined by an external valuer, further details of which are given in
note 31 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each of the Relevant Periods until
the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents
the movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 477 ---
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 restricted shares 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.
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.
Sale of solutions
FastData and FastAGI solutions consist primarily of deployment of software and standard warranty services.
The Group delivers products and solutions for projects with business enterprises. These products and solutions are
provided through integrating the software and services, all of which are highly interdependent and interrelated with
each other and represent multiple inputs to a combined output that is transferred to the customer. Accordingly, the
software and related services, i.e., the integrated solution, are accounted for as a single performance obligation.
Revenue is recognised at the point in time when the software platform and related services are delivered to the
customer’s designated place, inspected and accepted by the customer. Certain sales contracts that the Group provides
solution services recognised over the scheduled period on a straight-line basis since the customer simultaneously
receives and consumes the benefits provided by the Group. Such service contracts are for periods of one year and
are billed based on the time incurred. The payment is generally due within 3 months from delivery.
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 assets
If the Group performs by transferring goods or services to a customer before being unconditionally entitled to
the consideration under the contract terms, a contract asset is recognised for the earned consideration that is
conditional. Contract assets are subject to impairment assessment, details of which are included in the accounting
policies for impairment of financial assets. They are reclassified to trade and bills receivables when the right to the
consideration becomes unconditional.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 478 ---
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 services. Contract liabilities are recognised as revenue when the
Group performs under the contract (i.e., transfers control of the related services to the customer).
Employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Mainland China are required to participate in a
central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a
certain proportion of its 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.
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. Investment income earned on the temporary investment of specific borrowings
pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. 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.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.
Interim dividends are simultaneously proposed and declared, because the Company’s articles of association
grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised
immediately as a liability when they are proposed and declared.
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 Historical Financial Information
of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in
the Group are initially recorded using their respective functional currency rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency rates of exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or
translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 479 ---
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 judgement,
apart from those involving estimations, which has the most significant effect on the amounts recognised in the
Historical Financial Information.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences and the unused
tax losses can be utilised. Significant management judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future
tax planning strategies.
The Group has tax losses of RMB907,807,000, RMB1,066,769,000, RMB1,098,557,000 and
RMB1,147,991,000 as at the end of each of the Relevant Periods carried forward, respectively. These losses related
to the Company and subsidiaries that have a history of losses, have not expired, and may not be used to offset taxable
income elsewhere in the Group. The Company and the subsidiaries have neither any taxable temporary difference nor
any tax planning opportunities available that could partly support the recognition of these losses as deferred tax
assets. On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses carried
forward. Further details are included in note 11 to the Historical Financial Information.
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.
Provision for expected credit losses on trade and bills receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade and bills receivables and contract assets. The
provision rates are based on days past due for groupings of various customer segments that have similar loss patterns
(i.e., by customer type and rating).
The provision matrix is initially based on the comparable 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 products) are expected to deteriorate over the next year which can lead to an increased
number of defaults, the historical default rates are adjusted. At the end of each Relevant Periods, the historical
observed default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade and
bills receivables and contract assets are disclosed in note 20 and 22 to the Historical Financial Information.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at the end of each of the Relevant Periods. The 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
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 480 ---
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.
Fair value of unlisted equity investments
The unlisted equity investments have been valued based on the market approach and asset-based approach. The
valuation requires the Group to determine the comparable public companies (peers) and select the price multiple. In
addition, the Group makes estimates about the discount for illiquidity and size differences. The Group classifies the
fair value of these investments as Level 3. Further details are included in note 18 to the Historical Financial
Information.
Fair value of financial liabilities arising from Shares with Preferential Rights
The fair value of the Shares with Preferential Rights that are not traded in an active market is determined using
valuation technique. The valuation technique is discounted cash flow model. The Group uses its judgement to select
a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each
of the Relevant Periods. For details of the key assumptions used and the impact of changes to these assumptions see
note 27 to the Historical Financial Information. The use of different valuation techniques or inputs may result in
significant differences in fair value estimate. The fair value generated by valuation technique is also verified with
transactions of same or similar financial instruments in observable markets according to market practice.
Share-based payments
The Group estimates the number of share awards contingently issuable when determining the share-based
payment expenses, which depends on the achievement of certain non-market performance targets of the Group under
the Employee Incentive Scheme (as defined in note 31 to the Historical Financial Information). This requires an
estimation of the performance targets to be achieved by the Group, including completion of public offering.
4. OPERATING SEGMENT INFORMATION
Operating segment information
The Group’s operation is solely the sale of FastData and FastAGI solutions consisting primarily of deployment
of software and standard warranty services. For the purpose of resource allocation and performance assessment, the
chief operating decision maker (“CODM”) (i.e., the chief executive officer) reviews the overall results and financial
position of the Group as a whole prepared based on the same accounting policies set out in note 2.3. Accordingly,
the Group has only a single operating segment and no further analysis of the single segment is presented.
Geographical information
As the Group generates all of its revenues in the PRC and its non-current assets are located in the PRC during
the Relevant Periods and the six months ended 30 June 2024, no geographical information is presented.
Information about major customers
Revenue from major customers which accounted for 10% or more of the Group’s revenue during the Relevant
Periods and the six months ended 30 June 2024 is set out below:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Company A (note a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,917 N/A* N/A* N/A* N/A*
Company B (note b) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* 15,775 N/A* N/A* N/A*
Company C (note c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A* 13,546 N/A* N/A* N/A*
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 481 ---
* Less than 10% of the Group’s revenue.
Note a: Company A is the subsidiary of Customer A set out in the section headed “Business” in the Prospectus.
Note b: Company B is the Customer F set out in the section headed “Business” in the Prospectus.
Note c: Company C is the Customer G set out in the section headed “Business” in the Prospectus.
5. REVENUE
An analysis of revenue is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts with
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 129,040 242,926 60,497 132,103
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Types of goods or services
FastData enterprise data
intelligence solution /H1118/H1118/H1118/H1118/H1118/H1118100,468 122,491 152,530 35,390 59,032
FastAGI enterprise AI solution /H1118 – 6,549 90,396 25,107 73,071
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 129,040 242,926 60,497 132,103
Timing of revenue recognition
Goods and services transferred
at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,080 126,857 240,733 59,608 125,414
Services transferred over time /H1118/H11181,388 2,183 2,193 889 6,689
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,468 129,040 242,926 60,497 132,103
The following table shows the amounts of revenue recognised in each of the Relevant Periods and the six
months ended 30 June 2024 that were included in the contract liabilities at the beginning of each of the Relevant
Periods and the six months ended 30 June 2024:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognised that was
included in contract liabilities
at the beginning of the
year/period: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,032 22,633 7,108 1,927 3,272
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 482 ---
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of solutions
Revenue is recognised at the point in time when the software platform and related services are delivered to the
customer’s designated place, inspected and accepted by the customer. Certain sales contracts that the Group provides
solution services recognised over the scheduled period on a straight-line basis since the customer simultaneously
receives and consumes the benefits provided by the Group. Such service contracts are for periods of one-year and
are billed based on the time incurred.
The payment is generally due within 3 months from delivery.
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially
unsatisfied) as at the end of each of the Relevant Periods and the six months ended 30 June 2024 are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Amounts expected to be
recognised as revenue: /H1118/H1118/H1118/H1118/H1118
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,307 46,917 47,612 17,818 109,214
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,359 5,743 212 212 885
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,666 52,660 47,824 18,030 110,099
The amounts of transaction prices allocated to the remaining performance obligations which are expected to
be recognised as revenue after one year relate to FastData enterprise data intelligence solution, of which the
performance obligations are to be satisfied within two years. All the other amounts of transaction prices allocated to
the remaining performance obligations are expected to be recognised as revenue within one year. The amounts
disclosed above do not include variable consideration which is constrained.
6. OTHER INCOME AND GAINS
An analysis of other income and gains is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,870 4,422 4,317 2,145 911
Investment income on financial
assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1 6 8
Government grants* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,569 1,419 3,521 279 274
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431 31 189 95 500
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,870 5,872 8,027 2,519 1,853
Gains
Foreign exchange gains /H1118/H1118/H1118/H1118/H1118/H111833,343 93 483 198 –
Gain on termination of lease
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118940 13 112 112 –
Other income and gains /H1118/H1118/H1118/H1118/H1118/H111840,153 5,978 8,622 2,829 1,853
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 483 ---
* The Group has received certain government grants related to assets and income. Certain of the grants
related to assets and income have future related costs expected to be incurred and require the Group to
comply with conditions attached to the grants and the government to acknowledge the compliance of
these conditions. The grants related to assets were recognised in profit or loss over the period of the
projects. The grants related to income have been received to compensate for the Group’s research and
development costs and are recognised in profit or loss on a systematic basis over the periods that the
costs, for which they are intended to compensate, are expensed.
Other government grants related to income that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to the Group with no future
related costs are recognised in profit or loss in the period in which they become receivable.
7. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories and services sold /H1118 70,909 77,267 116,749 27,579 59,397
Depreciation of property, plant and
equipment* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 4,425 4,153 4,434 2,255 1,338
Depreciation of right-of-use assets* /H111815 14,301 13,023 9,871 5,498 3,873
Amortisation of intangible assets* /H1118/H1118 5––– 1 2
Lease payments not included in the
measurement of lease liabilities /H1118/H1118/H111815(c) 4,339 1,439 166 94 120
Loss on disposal of items of
property, plant and equipment*** /H1118 72 – 208 2 1
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189 650 379 – –
Legal and professional fee /H1118/H1118/H1118/H1118/H1118/H1118/H11182,134 731 681 51 –
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 631 – 19,749
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,870) (4,422) (4,317) (2,145) (911)
Foreign exchange differences, net** /H1118 (33,343) (93) (483) (198) 154
Impairment of trade and bill
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,985 5,657 8,726 5,829 (1,948)
Impairment of contract assets /H1118/H1118/H1118/H1118/H111822 172 154 406 358 187
Impairment/(reversal of impairment)
of other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276 (295) 173 28 572
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,569) (1,419) (3,521) (279) (274)
Loss on disposal of investment in an
associate*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,190 ––––
Employee benefit expenses (including
directors’ and chief executive’s
remuneration (note 9) ):
Wages, salaries and other
allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,819 179,486 140,635 70,827 62,637
Share-based payment expense /H1118/H1118/H1118/H11189,756 92,885 2,784 834 108,017
Pension scheme contributions and
social welfare /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,287 22,455 16,281 7,230 7,409
* The depreciation of property, plant and equipment, amortisation of intangible assets, and right-of-use
assets are included in “Cost of sales”, “Selling and marketing expenses”, “Administrative expenses”,
and “Research and development expenses” in the consolidated statements of profit or loss and other
comprehensive income.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 484 ---
** The amounts are included in “Other income and gains” and “Other expenses” in the consolidated
statements of profit or loss and other comprehensive income.
*** The amounts are included in “Other expenses” in the consolidated statements of profit or loss and other
comprehensive income.
8. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on lease liabilities /H1118/H1118/H1118/H11181,035 797 382 245 150
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118–––– 1 1 5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––33–
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035 797 385 248 265
9. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Directors’ and chief executive’s remuneration as recorded during the Relevant Periods and the six months
ended 30 June 2024, disclosed pursuant to the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange (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 set out below:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2 1
Other emoluments:
Salaries, bonuses, allowances
and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H11187,014 5,352 4,743 2,581 2,001
Equity-settled share-based
payment expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,819 62,934 – – 104,174
Pension scheme contributions /H1118/H1118 43 45 104 24 80
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,876 68,331 4,847 2,605 106,255
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,876 68,331 4,847 2,605 106,276
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 485 ---
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods and the six months ended
30 June 2024 were as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Dr. Y ang Hongxia (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––7
Dr. Kong Xianguang (i) /H1118/H1118/H1118/H1118/H1118/H1118––––7
Mr. Zhang Jielong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 2 1
Note:
(i) Dr. Y ang Hongxia, Dr. Kong Xianguang and Mr. Zhang Jielong were appointed as independent
non-executive directors of the Company in March 2025.
(b) Executive directors, non-executive directors and the chief executive
Fees
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payment
expense
Pension scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Executive directors:
Mr. Zhao Jiehui (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,947 3,736 19 5,702
Mr. Y ang Lei (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,818 484 8 2,310
Mr. Cao Lianfei (iii) /H1118/H1118/H1118/H1118/H1118/H1118– 1,743 122 8 1,873
Ms. Shi Yi (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,506 477 8 1,991
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,014 4,819 43 11,876
Non-executive director:
Mr. Wang Zhenghao (vi) /H1118/H1118/H1118/H1118–––––
Fees
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payment
expense
Pension scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Executive directors:
Mr. Zhao Jiehui (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,747 51,886 19 53,652
Mr. Y ang Lei (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,277 3,287 9 4,573
Mr. Cao Lianfei (iii) /H1118/H1118/H1118/H1118/H1118/H1118– 1,203 1,110 8 2,321
Ms. Shi Yi (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,125 6,651 9 7,785
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,352 62,934 45 68,331
Non-executive director:
Mr. Wang Zhenghao (vi) /H1118/H1118/H1118/H1118–––––
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 486 ---
Fees
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payment
expense
Pension scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Executive directors:
Mr. Zhao Jiehui (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,263 – 42 1,305
Mr. Y ang Lei (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,106 – 10 1,116
Mr. Cao Lianfei (iii) /H1118/H1118/H1118/H1118/H1118/H1118– 1,032 – 9 1,041
Ms. Shi Yi (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 855 – 10 865
Dr. Li Qiang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 487 – 33 520
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,743 – 104 4,847
Non-executive director:
Mr. Wang Zhenghao (vi) /H1118/H1118/H1118/H1118–––––
Fees
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payment
expense
Pension scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Six months ended 30 June 2024
(Unaudited)
Executive directors:
Mr. Zhao Jiehui (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 769 – 10 779
Mr. Y ang Lei (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 688 – 5 693
Mr. Cao Lianfei (iii) /H1118/H1118/H1118/H1118/H1118/H1118– 651 – 4 655
Ms. Shi Yi (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 473 – 5 478
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,581 – 24 2,605
Non-executive director:
Mr. Wang Zhenghao (vi) /H1118/H1118/H1118/H1118–––––
Fees
Salaries,
allowances and
benefits in kind
Equity-settled
share-based
payment
expense
Pension scheme
contributions
and social
welfare
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Six months ended 30 June 2025
Executive directors:
Mr. Zhao Jiehui (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 452 351 33 836
Mr. Y ang Lei (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 408 – 5 413
Mr. Cao Lianfei (iii) /H1118/H1118/H1118/H1118/H1118/H1118– 372 21,126 4 21,502
Ms. Shi Yi (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 374 14,283 5 14,662
Dr. Li Qiang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 395 68,414 33 68,842
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,001 104,174 80 106,255
Non-executive director:
Mr. Wang Zhenghao (vi) /H1118/H1118/H1118/H1118–––––
Notes:
(i) Mr. Zhao Jiehui was appointed as an executive director in March 2025.
(ii) Mr. Y ang Lei was appointed as an executive director in March 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 487 ---
(iii) Mr. Cao Lianfei was appointed as an executive director in March 2025.
(iv) Ms. Shi Yi was appointed as an executive director in March 2025.
(v) Dr. Li Qiang was appointed as an executive director in March 2025.
(vi) Mr. Wang Zhenghao was appointed as a non-executive director in March 2025.
During the Relevant Periods and the six months ended 30 June 2024, certain directors were granted restricted
shares, in respect of their services to the Group, under the incentive scheme of the Company, which have been
recognised in profit or loss over the vesting period, were determined as at the date of grant and the amount included
in the financial information for the relevant periods are included in the above directors’ and chief executive’s
remuneration disclosures.
There was no arrangement under which the directors waived or agreed to waive any remuneration during the
Relevant Periods and the six months ended 30 June 2024.
10. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees for the years ended 31 December 2022, 2023 and 2024 and the six months
ended 30 June 2024 and 2025 included 4, 4, 4, 4 and 5 directors, respectively. Details of these directors’ remuneration
are set out in note 9 above. Details of the remuneration for the Relevant Periods and the six months ended 30 June
2024 of the remaining highest paid employees who are neither a director nor chief executive of the Company are as
follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, bonuses, allowances
and benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H11181,472 1,134 966 577 –
Equity-settled share-based
payment expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219 1,69 3–––
Pension scheme contributions /H1118/H1118 4493–
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,695 2,831 975 580 –
The number of the non-director and non-chief executive highest paid employees whose remuneration fell
within the following bands is as follows:
Number of employees
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
(Unaudited)
Nil to HKD1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––1–
HKD1,000,001 to
HKD1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1––
HKD1,500,001 to
HKD2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––––
HKD3,000,001 to
HKD3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181111–
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 488 ---
During the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024, restricted
shares were granted to 1 non-director and non-chief executive highest paid employees in respect of his services to
the Group, further details of which are included in the disclosures in note 31 to the Historical Financial Information.
The fair value of such restricted shares which has been recognised in profit or loss over the vesting period, was
determined as at the date of grant and the amount included in the Historical Financial Information is included in the
above non-director and non-chief executive 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.
Mainland China
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the Enterprise Income Tax (“EIT”) rate of the PRC subsidiaries was 25% during the Relevant Periods and
the six months ended 30 June 2024, unless otherwise specified below.
The Company is qualified as a high and new technology enterprise and was subject to income tax at a
preferential tax rate of 15% for the Relevant Periods and the six months ended 30 June 2024. This qualification is
subject to review by the relevant tax authority in the PRC for every three years.
Deepexi Guangzhou Technology Co., Ltd., a subsidiary of the Group in Mainland China, is qualified as a high
and new technology enterprise and was subject to income tax at a preferential tax rate of 15% for the years ended
31 December 2022, 2023 and 2024. This qualification is subject to review by the relevant tax authority in the PRC
for every three years.
Hong Kong
The subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 8.25% for taxable
income not exceeding HKD2,000,000, and 16.5% for taxable income exceeding HKD2,000,000 on any estimated
assessable profits arising in Hong Kong. No provision for Hong Kong profits tax has been made as the Group had
no assessable profits derived from or earned in Hong Kong during the Relevant Periods and the six months ended
30 June 2024.
Certain of the Group’s PRC subsidiaries are qualified as small and micro enterprises and are entitled to a
preferential corporate income tax rate of 20% during the Relevant Periods and the six months ended 30 June 2024.
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current – Mainland China:
Charge for the year/period /H1118/H1118/H1118/H111895 76 – – 50
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 489 ---
A reconciliation of the tax expense applicable to loss before tax using the statutory rate for the jurisdiction in
which the Company and the majority of its subsidiaries are domiciled and/or operate to the tax expense at the
effective tax rate is as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(655,131) (502,819) (1,254,990) (620,964) (308,171)
Tax at the statutory tax rate of
25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(163,783) (125,705) (313,748) (155,241) (77,043)
Lower tax rates for specific
provinces or enacted by local
authority /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,513 50,282 125,499 62,096 30,817
Additional deductible allowance
for research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(739) (802) (7,854) (2,682) (4,970)
Tax effect of changes in the
carrying amount of shares
with preferential rights /H1118/H1118/H1118/H1118/H111863,236 33,153 173,278 82,788 19,240
Deductible temporary difference
and tax losses not recognised /H1118 35,251 42,685 22,397 12,829 31,637
Expenses not deductible for tax /H1118 617 463 428 210 369
Tax charge at the Group’s
effective tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895 76 – – 50
The Group has accumulated tax losses arising in Mainland China of RMB907,807,000, RMB1,066,769,000 and
RMB1,098,557,000 and RMB1,147,991,000 as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively,
that will expire in one to ten years for offsetting against future taxable profits of the Group.
Deferred tax assets have not been recognised in respect of these losses and deductible temporary differences
as they have arisen in the 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 was paid or declared by the Company during the Relevant Periods and the six months ended 30
June 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 490 ---
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 attributable to ordinary equity holders
of the parent and the weighted average numbers of ordinary shares outstanding (excluding shares reserved for the
share incentive scheme) during the Relevant Periods and the six months ended 30 June 2024.
The Group had no potentially dilutive ordinary shares in issue and no adjustment has been made to the basic
loss per share amounts presented for the Relevant Periods and the six months ended 30 June 2024.
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss
Loss attributable to ordinary
equity holders of the parent,
used in the basic loss per
share calculation (RMB’000) /H1118 (655,226) (502,895) (1,254,990) (620,964) (308,221)
Shares
Weighted average number of
ordinary shares in issue
during the year/period, used
in the basic loss per share
calculation (’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,315 205,558 205,566 205,558 275,020
Loss per share (basic and
diluted) RMB per share /H1118/H1118/H1118/H1118(3.24) (2.45) (6.11) (3.02) (1.12)
14. PROPERTY, PLANT AND EQUIPMENT
The Group
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,672 1,182 8,501 – 11,355
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(677) (130) (2,613) – (3,420)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118995 1,052 5,888 – 7,935
At 1 January 2022, net of
accumulated depreciation /H1118/H1118/H1118/H1118995 1,052 5,888 – 7,935
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118767 5 4,782 – 5,554
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) (77) – – (81)
Depreciation provided during
the year (note 7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(733) (211) (3,481) – (4,425)
At 31 December 2022, net of
accumulated depreciation /H1118/H1118/H1118/H11181,025 769 7,189 – 8,983
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,435 1,110 13,283 – 16,828
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,410) (341) (6,094) – (7,845)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,025 769 7,189 – 8,983
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 491 ---
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 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/H11182,435 1,110 13,283 – 16,828
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,410) (341) (6,094) – (7,845)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,025 769 7,189 – 8,983
At 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H11181,025 769 7,189 – 8,983
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,117 – – 285 2,402
Depreciation provided during
the year (note 7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(893) (202) (3,058) – (4,153)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H11182,249 567 4,131 285 7,232
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,552 1,110 13,283 285 19,230
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(2,303) (543) (9,152) – (11,998)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,249 567 4,131 285 7,232
As at 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/H11184,552 1,110 13,283 285 19,230
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(2,303) (543) (9,152) – (11,998)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,249 567 4,131 285 7,232
At 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H11182,249 567 4,131 285 7,232
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 947 – 947
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(66) (142) – (285) (493)
Depreciation provided during
the year (note 7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(940) (195) (3,299) – (4,434)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H11181,243 230 1,779 – 3,252
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,486 968 14,230 – 19,684
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(3,243) (738) (12,451) – (16,432)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,243 230 1,779 –
3,252
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 492 ---
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,486 968 14,230 – 19,684
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(3,243) (738) (12,451) – (16,432)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,243 230 1,779 – 3,252
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H11181,243 230 1,779 – 3,252
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,27 7––– 3,277
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) – – – (1)
Depreciation provided during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(356) (66) (916) – (1,338)
At 30 June 2025, net of
accumulated depreciation /H1118/H1118/H1118/H11184,163 164 863 – 5,190
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,762 968 14,230 – 22,960
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(3,599) (804) (13,367) – (17,770)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,163 164 863 – 5,190
The Company
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 736 5,371 – 6,251
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(78) (106) (1,930) – (2,114)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866 630 3,441 – 4,137
At 1 January 2022, net of
accumulated depreciation /H1118/H1118/H1118/H111866 630 3,441 – 4,137
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 393 – 393
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (38) – – (38)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(33) (134) (1,931) – (2,098)
At 31 December 2022, net of
accumulated depreciation /H1118/H1118/H1118/H111833 458 1,903 – 2,394
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 698 5,764 – 6,606
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(111) (240) (3,861) – (4,212)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 458 1,903 – 2,394
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 493 ---
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 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/H1118144 698 5,764 – 6,606
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(111) (240) (3,861) – (4,212)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 458 1,903 – 2,394
At 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H111833 458 1,903 – 2,394
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,896 359 4,398 285 7,938
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(770) (265) (2,169) – (3,204)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H11182,159 552 4,132 285 7,128
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,040 1,057 10,162 285 14,544
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(881) (505) (6,030) – (7,416)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 552 4,132 285 7,128
As at 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/H11183,040 1,057 10,162 285 14,544
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(881) (505) (6,030) – (7,416)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 552 4,132 285 7,128
At 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H11182,159 552 4,132 285 7,128
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 946 – 946
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5) (137) – (285) (427)
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(925) (189) (3,299) – (4,413)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H11181,229 226 1,779 – 3,234
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,035 920 11,108 – 15,063
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,806) (694) (9,329) – (11,829)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,229 226 1,779 –
3,234
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 494 ---
Electronic
equipment
Other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,035 920 11,108 – 15,063
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,806) (694) (9,329) – (11,829)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,229 226 1,779 – 3,234
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H11181,229 226 1,779 – 3,234
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186–––6
Depreciation provided during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(356) (65) (916) – (1,337)
At 30 June 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118879 161 863 – 1,903
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,041 920 11,108 – 15,069
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(2,162) (759) (10,245) – (13,166)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118879 161 863 – 1,903
The property, plant and equipment (the “PPE”) of the Group mainly consisted of office and electronic
equipment, other equipment for research and development purpose and leasehold improvements. During the Relevant
Periods, operating activities were carried forward as planned by the Group, all the PPE were maintained in good
condition and normal use, and no obsolescence or physical damage to these PPE occurred during the Relevant Periods
or was expected to take place in the near future.
15. LEASES
The Group as a lessee
The Group has lease contracts for various items of buildings. Leases of buildings generally have lease terms
between 1 and 5 years.
(a) Right-of-use assets
The Group
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows:
Buildings
RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,716
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,934
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,301)
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,466)
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,883
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 495 ---
Buildings
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,883
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,867
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,023)
Termination of a lease contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192)
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,535
Buildings
RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,535
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,799
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,871)
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,664)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,799
Buildings
RMB’000
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,799
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,769
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,873)
As at 30 June 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/H11188,695
The Company
Buildings
RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,264
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,328)
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,169
Buildings
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,169
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,867
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,714
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,023)
Termination of a lease contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192)
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,535
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 496 ---
Buildings
RMB’000
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,535
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,799
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,871)
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,664)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,799
Buildings
RMB’000
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,799
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,315
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,824)
As at 30 June 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/H11188,290
The right-of-use (the “ROU”) assets of the Group consisted of the offices leased from third parties for
headquarter offices purpose. During the Relevant Periods, all the ROU assets remained in good condition and normal
use, and no obsolescence or physical damage of these ROU assets had occurred during the Relevant Periods or was
expected to take place in the near future.
(b) Lease liabilities
The Group
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H111831,367 17,798 16,041 5,877
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,934 12,867 1,799 6,769
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,035 797 382 150
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,624) (15,062) (10,569) (4,003)
Termination of lease contracts /H1118/H1118/H1118/H1118(9,406) (205) (1,776) –
Covid-19-related rent concessions
from lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(508) (154) – –
Carrying amount at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,798 16,041 5,877 8,793
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,001 11,164 4,272 5,478
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,797 4,877 1,605 3,315
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 497 ---
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H11184,333 1,243 16,041 5,877
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233 12,867 1,799 6,315
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,555 – –
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129 797 382 143
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,441) (15,062) (10,569) (3,933)
Termination of lease contracts /H1118/H1118/H1118/H1118– (205) (1,776) –
Covid-19-related rent concessions
from lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11) (154) – –
Carrying amount at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,243 16,041 5,877 8,402
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,137 11,164 4,272 5,331
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 4,877 1,605 3,071
The maturity analysis of lease liabilities is disclosed in note 37 to the Historical Financial Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on lease liabilities /H1118/H1118/H1118/H1118/H11181,035 797 382 245 150
Depreciation charge of right-of-
use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,301 13,023 9,871 5,498 3,873
Expense related to short-term and
low-value leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,339 1,439 166 94 120
Covid-19 related rent concessions
from lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(508) (154) – – –
Total amount recognised in profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,167 15,105 10,419 5,837 4,143
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 498 ---
The Company
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on lease liabilities /H1118/H1118/H1118/H1118129 797 382 245 143
Depreciation charge of right-of-
use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,328 13,023 9,871 5,498 3,824
Expense related to short-term
and low-value leases /H1118/H1118/H1118/H1118/H1118/H11183,954 1,363 166 94 115
Covid-19-related rent
concessions from lessors /H1118/H1118/H1118/H1118(11) (154) – – –
Total amount recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,400 15,029 10,419 5,837 4,082
(d) The total cash outflow for leases is disclosed in note 32 to the Historical Financial Information.
16. INVESTMENTS IN SUBSIDIARIES
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investments in subsidiaries – capital
contribution from the Company
for obtaining 100% equity
interests of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H111867,907 80,010 80,010 71,879
Investments in subsidiaries –
deemed investments arising from
share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,968 63,668 63,615 63,936
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118131,875 143,678 143,625 135,815
17. INVESTMENT IN AN ASSOCIATE
The Group and the Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,495 2,409 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 499 ---
(a) The following table illustrates the financial information of the Group’s associate:
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of the associate’s
profit/loss for
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118889 12 (2,931) (105)
Share of the associate’s total
comprehensive income/loss /H1118 889 12 (2,931) (105)
Carrying amount of the
Group’s investment in the
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,495 2,409 – –
18. EQUITY INVESTMENT DESIGNATED AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE
INCOME
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Unlisted equity investment, at fair
value
Jiangxi Galaxies Information
Technology Co., Ltd. (ࣸ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,18 0–––
The above equity investment was irrevocably designated as at fair value through other comprehensive income
as the Group considers the investment to be strategic in nature.
In February 2023, the Group disposed of its equity interest in Jiangxi Galaxies Information Technology Co.,
Ltd. as this investment no longer coincided with the Group’s investment strategy. The fair value on the disposal date
was RMB1,000,000 and no accumulated gain or loss recognised in other comprehensive income need to be
transferred to retained earnings.
19. INVENTORIES
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract fulfilment costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,989 12,301 14,546 12,245
Less: provision for impairment /H1118/H1118/H1118/H1118(1,239) (1,298) – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,750 11,003 14,546 12,245
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 500 ---
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract fulfilment costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,615 11,338 14,333 11,906
Less: provision for impairment /H1118/H1118/H1118/H1118(1,239) (1,298) – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,376 10,040 14,333 11,906
Contract fulfilment costs are recognised from the costs incurred to fulfil contracts of FastData and FastAGI
products and solutions which will be recognised as cost of sales mainly within 12 months when the Group’s related
performance obligations are satisfied and hence the related service contract revenue is recognised.
20. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H111845,475 84,465 185,057 163,671
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,441) (10,098) (18,824) (16,876)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,034 74,367 166,233 146,795
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H111845,453 84,086 184,677 163,291
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,440) (10,040) (18,733) (16,690)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,013 74,046 165,944 146,601
The Group’s trading terms with its certain customers are on credit, and the credit period is generally within
90 days. The Group seeks to maintain strict control over its outstanding receivables and has a credit control
department to minimise credit risk. Overdue balances are reviewed regularly by management. In view of the
aforementioned and the fact that the Group’s trade and bills receivables relate to diversified customers, there is no
significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its
trade receivable balances. Trade and bills receivables are non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 501 ---
An ageing analysis of the trade and bills receivables as at the end of each of the Relevant Periods, based on
the date of revenue recognition and net of loss allowance, is as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,177 55,695 144,754 133,488
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,958 7,479 14,551 6,106
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,899 11,193 1,596 4,579
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,332 2,622
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,034 74,367 166,233 146,795
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,156 55,695 144,754 133,487
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,958 7,158 14,551 6,106
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,899 11,193 1,307 4,579
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,332 2,429
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,013 74,046 165,944 146,601
The movements in the loss allowance for impairment of trade and bills receivables are as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H11182,485 4,441 10,098 18,824
Impairment loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,985 5,657 8,726 (1,948)
Write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29) – – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,441 10,098 18,824 16,876
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H11182,485 4,440 10,040 18,733
Impairment loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,984 5,600 8,693 (2,043)
Write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29) – – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,440 10,040 18,733 16,690
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 502 ---
An impairment analysis was performed at 31 December 2022, 2023 and 2024 and 30 June 2025 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.
The Group writes off trade receivables when there is information indicating that the counterparty is in severe
financial difficulties and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under
liquidation or has entered into bankruptcy proceedings, whichever occurs sooner, also taking into account legal
advice where appropriate.
Set out below is the information about the credit risk exposure on the Group’s trade and bills receivables using
a provision matrix:
The Group
As at 31 December 2022
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 4.60% 11.92% 24.44% – 9.77%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,198 18,117 5,160 – 45,475
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,021 2,159 1,261 – 4,441
As at 31 December 2023
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 7.94% 15.42% 26.00% – 11.96%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,497 8,843 15,125 – 84,465
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,802 1,364 3,932 – 10,098
As at 31 December 2024
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 6.51% 15.71% 25.07% 50.78% 10.17%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154,831 17,262 2,130 10,834 185,057
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,077 2,711 534 5,502 18,824
As at 30 June 2025
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 6.49% 15.50% 25.22% 65.36% 10.31%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,753 7,226 6,123 7,569 163,671
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,265 1,120 1,544 4,947 16,876
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 503 ---
The Company
As at 31 December 2022
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 4.60% 11.92% 24.44% – 9.77%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,176 18,117 5,160 – 45,453
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,020 2,159 1,261 – 4,440
As at 31 December 2023
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 7.94% 15.42% 26.00% – 11.94%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,498 8,463 15,125 – 84,086
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,803 1,305 3,932 – 10,040
As at 31 December 2024
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 6.51% 15.71% 25.31% 50.78% 10.14%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154,831 17,262 1,750 10,834 184,677
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,077 2,711 443 5,502 18,733
As at 30 June 2025
Within
1 year 1 to 2 years 2 to 3 years Over 3 years Total
Expected credit loss rate /H1118/H1118 6.49% 15.50% 25.22% 66.21% 10.22%
Gross carrying amount
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142,753 7,226 6,123 7,189 163,291
Expected credit losses
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,266 1,120 1,544 4,760 16,690
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 504 ---
21. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 111 6,438
Deposits and other receivables /H1118/H1118/H1118/H11186,492 6,357 5,776 6,007
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H11184,545 4,466 2,964 4,387
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,519 1,743 1,559 1,219
12,556 12,566 10,410 18,051
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(956) (661) (834) (1,406)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,600 11,905 9,576 16,645
Less: Other non-current assets /H1118/H1118/H1118/H1118(4,790) (4,411) (3,155) (2,754)
Total current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,810 7,494 6,421 13,891
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due from subsidiaries /H1118/H1118/H1118/H1118523,404 507,916 574,548 555,606
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 111 6,438
Deposits and other receivables /H1118/H1118/H1118/H11181,984 5,982 5,697 5,707
Deductible value-added tax /H1118/H1118/H1118/H1118/H1118/H11181,045 2,335 981 2,035
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041 1,481 1,545 1,205
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,604 10,464 – –
532,078 528,178 582,882 570,991
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(181) (655) (832) (1,398)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,897 527,523 582,050 569,593
Less: Other non-current assets /H1118/H1118/H1118/H1118(1,209) (4,411) (3,132) (2,731)
Total current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118530,688 523,112 578,918 566,862
Deposits and other receivables had no historical default. Deposits and other receivables were categorised in
stage 1 at the end of each of the Relevant Periods. In calculating the expected credit loss rate, the Group considers
the historical loss rate and adjusts for forward-looking macroeconomic data. As at 31 December 2022, 2023 and 2024
and 30 June 2025, the Group estimated the expected credit losses for other receivables to be RMB956,000,
RMB661,000 and RMB834,000 and RMB1,406,000, respectively.
Other receivables are unsecured, non-interest-bearing and are collectable within one year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 505 ---
The movements in the loss allowance for impairment of other receivables are as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118680 956 661 834
Impairment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276 (295) 173 572
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118956 661 834 1,406
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118– 181 655 832
Impairment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181 474 177 566
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181 655 832 1,398
22. CONTRACT ASSETS
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets arising from:
Warranty retention receivables /H1118/H1118/H1118/H11186,585 5,814 16,265 16,958
Impairment of contract assets /H1118/H1118/H1118/H1118/H1118(355) (509) (915) (1,102)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,230 5,305 15,350 15,856
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets arising from: /H1118/H1118/H1118/H1118/H1118
Warranty retention receivables /H1118/H1118/H1118/H11186,195 5,783 16,233 16,927
Impairment of contract assets /H1118/H1118/H1118/H1118/H1118(337) (504) (913) (1,100)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,858 5,279 15,320 15,827
Contract assets are initially recognised for the revenue earned from sales of products and the receipt of
retention consideration is conditional on expiration of the warranty period. Upon expiration of the warranty period,
the amounts recognised as contract assets are reclassified to trade and bills receivables.
The expected timing of recovery or settlement for all the contract assets is within one year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 506 ---
The movements in the impairment of contract assets are as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118183 355 509 915
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172 154 406 187
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118355 509 915 1,102
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118183 337 504 913
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154 167 409 187
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337 504 913 1,100
23. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND PLEDGED DEPOSITS
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118549,278 337,185 209,599 193,061
Less:
Restricted cash* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 8,404
Pledged deposits** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 387 1,282 1,272
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118549,138 336,798 208,317 183,385
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288,510 304,975 175,597 151,867
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,628 31,823 32,720 29,730
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,788
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 507 ---
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118507,711 336,575 199,071 174,832
Less:
Restricted cash* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 5,134
Pledged deposits** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 387 1,282 1,272
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118507,571 336,188 197,789 168,426
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246,943 304,365 165,082 138,706
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260,628 31,823 32,707 29,720
* As at 30 June 2025, the cash of RMB8,404,000 were restricted due to litigations which will become
unrestricted after the resolution of those litigations.
** As at 31 December 2022, 2023 and 2024 and 30 June 2025, the pledged deposits included RMB140,000,
RMB387,000, RMB1,282,000 and RMB1,272,000, respectively, used as performance deposits for
certain sales contracts which will become unrestricted after the completion of the contracts.
The RMB is not freely convertible into other currencies, however, under Mainland China’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. Short term time deposits are
made for varying periods of between one day and three months depending on the immediate cash requirements of the
Group, and earn interest at the respective short term time deposit rates. The bank balances are deposited with
creditworthy banks with no recent history of default.
24. TRADE PAYABLES
An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice
date, is as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,646 24,673 75,174 45,142
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,892 2,434 4,869 3,322
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327 2,599 1,592 2,556
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855 327 1,988 1,912
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,920 30,033 83,623 52,932
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 508 ---
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,929 18,999 59,207 44,155
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,892 2,177 4,869 3,322
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173 2,599 1,427 2,556
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 173 1,742 1,666
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,994 23,948 67,245 51,699
The trade payables are non-interest-bearing and are normally settled on terms of 1 to 3 months.
25. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Accrued listing
expenses /H1118/H1118/H1118/H1118/H1118/H1118– – 849 14,784
Payroll and welfare
payables /H1118/H1118/H1118/H1118/H1118/H111829,836 22,624 14,872 13,322
Contract liabilities /H1118/H1118(a) 22,890 8,172 3,693 4,411
Other payables /H1118/H1118/H1118/H1118(b) 4,290 1,970 20,291 7,380
Other tax payable /H1118/H1118 2,393 7,707 13,295 3,801
Accrued operating
expenses /H1118/H1118/H1118/H1118/H1118/H1118352 702 1,413 1,228
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,761 41,175 54,413 44,926
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Accrued listing
expenses /H1118/H1118/H1118/H1118/H1118/H1118– – 849 14,784
Payroll and welfare
payables /H1118/H1118/H1118/H1118/H1118/H11186,573 22,395 13,670 11,059
Contract liabilities /H1118/H1118(a) 22,890 8,172 3,693 4,155
Other payables /H1118/H1118/H1118/H1118(b) 755 1,948 20,207 4,162
Other tax payable /H1118/H1118 447 7,220 13,293 2,968
Accrued operating
expenses /H1118/H1118/H1118/H1118/H1118/H1118133 702 1,413 1,226
Amounts due to
subsidiaries /H1118/H1118/H1118/H1118 855 4,542 – 55
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,653 44,979 53,125 38,409
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 509 ---
(a) Details of contract liabilities are as follows:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Short-term advances received from
customers
Sale of solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,890 8,172 3,693 4,411
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Short-term advances received from
customers
Sale of solutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,890 8,172 3,693 4,155
(b) Other payables are trade in nature, non-interest-bearing and repayable on demand.
26. INTEREST-BEARING BANK BORROWINGS
The Group
The effective interest rates and maturities of the borrowings are as follows:
As at 30 June 2025
Effective interest
rate (%) Maturity RMB’000
Current
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.6-3.0 2026 50,115
The carrying amounts of borrowings are denominated in RMB.
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 50,115
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 510 ---
27. SHARES WITH PREFERENTIAL RIGHTS
The Group and the Company
From December 2020 to August 2022, the Company had received several rounds of investments as follows:
In December 2020, the Company issued 3,529,412 angel round equity shares with a par value of RMB1.00 per
share (“Series Angel Shares”) to several independent investors for a cash consideration of RMB15,000,000 or
RMB4.25 per share.
In December 2020, the Company issued 8,728,653 series pre-A equity shares with a par value of RMB1.00 per
share (“Series Pre-A Shares”) to several independent investors for a cash consideration of RMB54,117,647 or
RMB6.20 per share.
In December 2020, the Company issued 8,870,967 series A1 equity shares with a par value of RMB1.00 per
share (“Series A1 Shares”) to several independent investors for a cash consideration of RMB213,766,120 or
RMB25.53 per share.
In December 2020, the Company issued 10,059,797 series A+ equity shares with a par value of RMB1.00 per
share (“Series A+ Shares”) to several independent investors for a cash consideration of RMB589,981,458 or
RMB32.84 per share.
In March 2021, the Company issued 1,876,366 series A3 equity shares with a par value of RMB1.00 per share
(“Series A3 Shares”) to several independent investors for a cash consideration of RMB68,605,000 or RMB36.56 per
share.
In March 2021, the Company issued 5,874,409 series A4 equity shares with a par value of RMB1.00 per share
(“Series A4 Shares”) to several independent investors for a cash consideration of RMB274,345,470 or RMB46.84 per
share.
In August 2021, the Company issued the first tranche of series B1 equity shares of 6,477,799 with a par value
of RMB1.00 per share (“Series B1 Shares”) to several independent investors for a cash consideration of
RMB448,726,000 or RMB69.23 per share.
In January 2022, the Company issued the second tranche of series B1 equity shares of 1,509,360 with a par
value of RMB1.00 per share (“Series B1 Shares”) to one independent investor for a cash consideration of
RMB10,450,000 or RMB69.23 per share.
In May 2022, the Company issued 1,354,022 series B2 equity shares with a par value of RMB1.00 per share
(“Series B2 Shares”) to several independent investors for a cash consideration of RMB110,000,000 or RMB81.24 per
share.
In February 2025, as disclosed in the section headed “History, Development and Corporate Structure” in the
Prospectus, (i) Mr. Zhao Jiehui paid the registered capital of the Company in the amount of RMB592,333 and then
transferred to CMBC Financial Investment, and (ii) Mr. Y ang Lei paid the registered capital of the Company in the
amount of RMB140,232 and then transferred to CMBC Financial Investment (“Series Equity Transfer Shares”). The
total equity transfer consideration of RMB30,000,000 was determined based on arm’s length negotiation between the
parties and the equity transfer was approved by all shareholders of the Company.
Series Angel Shares, Series Pre-A Shares, Series A1 Shares, Series A+ Shares, Series A3 Shares, Series A4
Shares, Series B1 Shares, Series B2 Shares and Series Equity Transfer Shares are collectively referred to as the Shares
with Preferential Rights.
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 511 ---
Certain key terms of Shares with Preferential Rights are summarised as follows:
Redemption rights
Shares with Preferential Rights shall be redeemable by the Company and the founder of the Company upon
the occurrence of certain events, with the main conditions being:
(i) a qualified initial public offering (the “IPO”) does not occur prior to 31 December 2027 (31 December
2024 for Series Angel, Series Pre-A and Series A1 Shares, 31 December 2025 for Series A+ and Series
A3 Shares, 31 December 2026 for Series A4 and the first tranche of Series B1 Shares and 31 December
2027 for second tranche of Series B1 and Series B2 Shares); or
(ii) changes to the Company’s controlling shareholder.
The redemption price of the shares issued in the investments shall equal to the higher of (i) the aggregate of
the original issue price for the respective series plus an amount accruing daily at 8% of the original preferred shares
issue price per annum plus all unpaid dividends (ii) fair market value of the shares of relevant series on the date of
redemption plus all unpaid dividends.
Liquidation preference
In the event of any liquidation including deemed liquidation, dissolution, acquisitions, sale or transfer of all
or part of the core assets, winding up of the Company, the Company shall ensure that the investors of the investments
are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the price
for the respective series plus an amount declared but not paid dividends and the remaining assets of the Company
available for distribution shall be distributed rateably among the shareholders.
Anti-dilution right
If the Company increases its share capital at a price lower than the price paid by the investors of the
investments on a per share capital basis prior to a qualified IPO, the investors have a right to require the founding
shareholders of the Company to transfer for nil consideration to the investors, so that the total amount paid by the
investors divided by the total amount of share capital obtained is equal to the price per share capital in the new
issuance.
Cease of the preferential rights
The preferential rights will automatically cease upon the submission of application with the Stock Exchange
for the qualified IPO and listing. The Shares with Preferential Rights will become ordinary shares without any
preferential rights.
In April 2025, the Company and investors have entered into a supplemental agreement pursuant to which the
redemption right of the Shares with Preferential Rights will cease to be exercisable upon submission of the IPO and
listing application to the Stock Exchange while the until the earlier of (1) the application is not accepted or declined
by the Stock Exchange or the Company withdraws the said application, or the Stock Exchange does not approve the
Company’s application, or the Company’s listing sponsor withdraws its listing sponsor; or (2) the Company fails to
complete the IPO within eighteen months.
Presentation and classification
The Company recognised the financial instruments issued to investors as financial liabilities, because not all
triggering events mentioned in the key terms above are within the control of the Company and these financial
instruments did not meet the definition of equity for the Company. Financial liabilities are measured at fair value and
any changes in the fair value of the financial liabilities were recorded in “Fair value loss on financial liabilities at
FVTPL” in the consolidated statements of profit or loss and other comprehensive income. Any changes in the
carrying amount of the financial liabilities were recorded in “Changes in fair value of financial liabilities at shares
with preferential rights”.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 512 ---
The movements in Shares with Preferential Rights are set out as follows:
Series
Angel
Shares
Series
Pre-A
Shares
Series A1
Shares
Series A+
Shares
Series A3
Shares
Series A4
Shares
Series B1
Shares
Series B2
Shares
Series
Equity
Transfer
Shares
Total
shares
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118118,290 295,705 344,245 431,373 87,506 312,748 448,721 – – 2,038,588
Change in fair value /H1118/H1118/H1118/H1118/H1118/H111834,833 86,308 89,617 99,866 17,425 51,237 42,284 – – 421,570
Issuance for cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 10,450 110,000 – 120,450
At 31 December 2022 and 1
January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118153,123 382,013 433,862 531,239 104,931 363,985 501,455 110,000 – 2,580,608
Change in fair value /H1118/H1118/H1118/H1118/H1118/H111817,599 44,876 50,045 53,473 9,459 25,936 16,974 2,661 – 221,023
At 31 December 2023 and 1
January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118170,722 426,889 483,907 584,712 114,390 389,921 518,429 112,661 – 2,801,631
Change in fair value /H1118/H1118/H1118/H1118/H1118/H111895,326 235,982 233,172 253,182 45,069 132,290 134,333 25,832 – 1,155,186
At 31 December 2024 and 1
January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266,048 662,871 717,079 837,894 159,459 522,211 652,762 138,493 – 3,956,817
Equity transfer between
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––––– 54,513 54,513
Change in fair value /H1118/H1118/H1118/H1118/H1118/H11189,112 22,570 22,866 25,601 4,729 14,599 16,141 3,281 9,366 128,265
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118275,160 685,441 739,945 863,495 164,188 536,810 668,903 141,774 63,879 4,139,595
The fair value of the shares were valued by the directors of the Company with reference to valuation reports
carried out by an independent qualified professional valuer. The Company used discounted cash flow method to
determine the total share value of the Company and applied the equity allocation model to determine the fair market
value of the shares of relevant series at the end of each of the Relevant Periods upon redemption.
Key valuation assumptions used to determine the fair market value of the shares are as follows:
As at 31 December As at 30 June
2022 2023 2024 2025
Discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15.20% 13.90% 13.80%
Risk-free interest rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.50% 2.30% 1.10% 1.35%
V olatility /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.40% 42.80% 42.90% 50.45%
Discounts for lack of marketability
(“DLOM”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.84% 14.97% 11.60% 10.43%
If the Company’s significant unobservable inputs applied in the valuation had been 1% lower or higher than
management’s estimation as at 31 December 2022, 2023 and 2024 and 30 June 2025, the present value of the Shares
with Preferential Rights would increase/(decrease) by the amounts listed in table below:
As at 31 December 2022
Risk-free
interest rate Volatility DLOM
Impact on the profit/(loss) before income tax due
to estimated changes in present value of the
Shares with Preferential Rights
Add 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219 812 5,162
Reduce 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(219) (659) (5,162)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 513 ---
As at 31 December 2023
Risk-free
interest rate Volatility DLOM
Impact on the profit/(loss) before income tax due
to estimated changes in present value of the
Shares with Preferential Rights
Add 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155 665 4,498
Reduce 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(155) (5,363) (4,498)
As at 31 December 2024
Risk-free
interest rate Volatility DLOM
Impact on the profit/(loss) before income tax due
to estimated changes in present value of the
Shares with Preferential Rights
Add 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841 (73) 4,880
Reduce 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(41) (1,390) (4,880)
As at 30 June 2025
Risk-free
interest rate Volatility DLOM
Impact on the profit/(loss) before income tax due
to estimated changes in present value of the
Shares with Preferential Rights
Add 1% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 3,494 4,561
Reduce 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(34) (1,316) (4,561)
28. DEFERRED TAX
The movements in deferred tax assets and liabilities during the Relevant Periods are as follows:
Deferred tax assets
The Group
Lease liabilities
Impairment
losses on
financial and
contract assets
Impairment of
inventories Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,995 523 910 7,428
Deferred tax (charged)/credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,212) 382 (724) (2,554)
Gross deferred tax assets at 31 December
2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,783 905 186 4,874
Deferred tax (charged)/credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,377) 786 9 (582)
Gross deferred tax assets at 31 December
2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,406 1,691 195 4,292
Deferred tax (charged)/credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,524) 1,395 (195) (324)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 514 ---
Lease liabilities
Impairment
losses on
financial and
contract assets
Impairment of
inventories Total
RMB’000 RMB’000 RMB’000 RMB’000
Gross deferred tax assets at 31 December
2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118882 3,086 – 3,968
Deferred tax credited/(charged) to profit or
loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118476 (152) – 324
Gross deferred tax assets at 30 June 2025 /H1118 1,358 2,934 – 4,292
The Company
Lease liabilities
Impairment
losses on
financial and
contract assets
Impairment of
inventories Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118650 435 910 1,995
Deferred tax (charged)/credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(464) 309 (724) (879)
Gross deferred tax assets at 31 December
2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118186 744 186 1,116
Deferred tax credited to profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,220 936 9 3,165
Gross deferred tax assets at 31 December
2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,406 1,680 195 4,281
Deferred tax (charged)/credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,524) 1,392 (195) (327)
Gross deferred tax assets at 31 December
2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118882 3,072 – 3,954
Deferred tax credited/(charged) to profit or
loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378 (182) – 196
Gross deferred tax assets at 30 June 2025 /H1118 1,260 2,890 – 4,150
Deferred tax liabilities
The Group
Right-of-use assets
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,771
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,342)
Gross deferred tax liabilities at 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,429
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,099)
Gross deferred tax liabilities at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,330
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,460)
Gross deferred tax liabilities at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118870
Deferred tax charged to profit or loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118475
Gross deferred tax liabilities at 30 June 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/H11181,345
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 515 ---
The Company
Right-of-use assets
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118640
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(465)
Gross deferred tax liabilities at 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175
Deferred tax charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,155
Gross deferred tax liabilities at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,330
Deferred tax credited to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,460)
Gross deferred tax liabilities at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118870
Deferred tax charged to profit or loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374
Gross deferred tax liabilities at 30 June 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/H11181,244
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statements of
financial position.
Deferred tax assets have not been recognised in respect of the following items:
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907,807 1,066,769 1,098,557 1,147,991
Deductible temporary differences /H1118/H1118 1,445 1,962 3,098 2,947
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118909,252 1,068,731 1,101,655 1,150,938
The above tax losses are available for offsetting against future taxable profits of the companies in which the
losses arose. Deferred tax assets have not been recognised in respect of these losses as it is not considered probable
that taxable profits will be available against which the tax losses can be utilised, refer to note 11.
29. PAID-IN CAPITAL/SHARE CAPITAL
The Group and the Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Issued and fully paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,137 50,137 50,333 300,000
Issued but not fully paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,120 23,120 22,924 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 516 ---
A summary of movements in the Company’s paid-in capital/share capital is as follows:
Number of
shares in issue
Paid-in capital/
share capital
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846,417,403 46,417
Issues of shares with preferential rights (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,719,255 3,720
As at 31 December 2022, 1 January 2023 and 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/H111850,136,658 50,137
Capital contribution from shareholder (note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,905 196
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,332,563 50,333
Capital contribution from shareholders (note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,923,877 22,924
Issue of ordinary shares upon conversion into a joint stock
company (note (d)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,743,560 226,743
At 30 June 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/H1118300,000,000 300,000
Notes:
(a) In September 2022, the Company received capital contributions of RMB122,665,000 from three
investors. The capital contributions increased the paid-in capital and capital reserve by RMB3,720,000
and RMB118,945,000, respectively.
(b) In December 2024, the registered capital of RMB195,905 of the Company was subscribed by an investor
at par value. The capital contribution increased the paid-in capital by RMB196,000.
(c) In February 2025, the registered capital of RMB22,923,877 of the Company was subscribed by
investors. The capital contributions increased the paid-in capital and capital reserve by RMB22,924,000
and RMB10,528,000, respectively.
(d) Pursuant to the shareholders’ resolutions on 14 March 2025, the then existing shareholders of the
Company agreed to convert the Company into a joint stock limited liability company with registered
capital of RMB300,000,000. Upon the completion of registration with governmental authorities on 8
April 2025, the Company has been converted into a joint stock company with limited liability.
30. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the
consolidated statements of changes in equity.
(a) Capital reserve
The capital reserve represents capital contributions and distributions to the shareholders.
(b) Share-based payment reserve
The share-based payment reserve represents the equity-settled share awards as set out in note 31 to the
Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 517 ---
(c) Fair value reserve of financial assets at fair value through other comprehensive income
The fair value reserve of financial assets at fair value through other comprehensive income represents
unrealised fair value gains or losses for equity investment designated at financial assets at fair value through other
comprehensive income.
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
Other
reserves
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
loss Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,353,682 57,577 (1,383,850) (346) (941,795) (914,732)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (442,048) (442,048)
Other comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 526 – 526
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 526 (442,048) (441,522)
Issue of new shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,945 – – – – 118,945
Recognition of shares with preferential
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (120,450) – – (120,450)
Recognition of equity-settled
share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,756 – – – 9,756
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,472,627 67,333 (1,504,300) 180 (1,383,843) (1,348,003)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (426,219) (426,219)
Other comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (180) – (180)
Total comprehensive loss for the year /H1118 – – – (180) (426,219) (426,399)
Recognition of equity-settled
share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 92,885 – – – 92,885
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,472,627 160,218 (1,504,300) – (1,810,062) (1,681,517)
Loss and total comprehensive loss for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (1,255,861) (1,255,861)
Recognition of equity-settled
share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,784 – – – 2,784
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,472,627 163,002 (1,504,300) – (3,065,923) (2,934,594)
Loss and total comprehensive loss for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (344,954) (344,954)
Capital contribution from shareholders
(note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,528 – – – – 10,528
Equity transfer between shareholders
(note 27) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (54,513) – – (54,513)
Conversion into a joint stock company /H1118(917,314) – – – 690,571 (226,743)
Recognition of equity-settled
share-based payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 108,017 – – – 108,017
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,841 271,019 (1,558,813) – (2,720,306) (3,442,259)
APPENDIX I ACCOUNTANTS’ REPORT
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31. SHARE-BASED PAYMENTS
2021 Share Incentive Scheme
A share incentive plan (“Employee Incentive Scheme”) was approved by the shareholders of the Company on
8 July 2021 and became effective on the same day. Restricted shares under the Employee Incentive Scheme were
granted to the employees who promote the success of the Group’s operations. Tianjin Deepexi Huachuang Enterprise
Management Consulting Partnership (Limited Partnership) (ဈ౷ശ௴Άุ၍ଣፔ༔ΥྫΆุ(Υྫ))
(“Deepexi Huachuang”) was used as restricted share platforms to facilitate the administration of the Employee
Incentive Scheme. 37,299,300 shares of the Company were held by Deepexi Huachuang, were authorised and
approved under the Employee Incentive scheme. Pursuant to the Employee Incentive Scheme, the subscription price
was RMB1.00 or RMB3.00 per restricted share.
On 7 December 2023, the shareholders of the Company decided to waive the implied service period for certain
employees granted shares in Deepexi Huachuang in recognition of their contribution to the Group. The removal of
the vesting condition resulted in the one-time accelerated vesting of certain incentive shares in 2023. The share-based
payment expenses of RMB86,384,000 was recognised immediately, which lead to the significant increase in
share-based payment expenses in 2023.
2023 Share Incentive Scheme
A share incentive plan (“Employee Incentive Scheme”) was approved by the shareholders of the Company on
7 December 2023 and became effective on the same day. Restricted shares under the Employee Incentive Scheme
were granted to the employees who promote the success of the Group’s operations. Guangzhou Deepexi Huaying
Enterprise Management Consulting Partnership (Limited Partnership) ( ᄿψဈ౷ശᙊΆุ၍ଣፔ༔ΥྫΆุ(Υ
ྫ)) (“Deepexi Huaying”) was used as restricted share platforms to facilitate the administration of the Employee
Incentive Scheme. 6,364,500 shares of the Company were held by Deepexi Huaying, were authorised and approved
under the Employee Incentive scheme. Pursuant to the Employee Incentive Scheme, the subscription price was
RMB6.00 per restricted share.
Subject to the terms and conditions as set out in those Employee Incentive Scheme above, if eligible employees
resign before the three years ended after the completion of IPO (the “Target Date”), the controlling shareholder or
parties designated by the controlling shareholder have the right to repurchase and the resigned employees have to sell
the restricted shares granted and vested at the subscription price. Therefore, the period from the grant date to the
Target Date constitutes an implied service period. The Group does not bear the obligation to settle the restricted
shares for employees, the Employee Incentive Scheme was accounted as an equity transaction for share-based
payments.
In January 2025, certain employees were granted shares in Deepexi Huaying in recognition of their
contribution to the Group without vesting condition resulted in the one-time vesting of certain incentive shares. The
share-based payment expenses of RMB106,773,000 was recognised immediately, which lead to the significant
increase in share-based payment expenses in 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 519 ---
The following granted shares were outstanding under the Employee Incentive Scheme during the Relevant
Periods:
Number of granted
incentive shares
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,236,780
Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,875,950
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(983,868)
As 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/H111834,128,862
Granted during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,245,972
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,075,457)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,299,377
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,303,802)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,995,575
Granted during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,845,762
Forfeited during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(219,859)
As at 30 June 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/H111843,621,478
The fair value of the restricted shares as at the grant date were determined with reference to the fair value of
ordinary shares on the grant date. The following table lists the inputs to the model:
As at 31 December As at 30 June
2022 2023 2024 2025
DLOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.84% 14.97% – 10.43%
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H11182.50% 2.30% – 1.35%
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which
may also not necessarily be the actual outcome.
The total share-based payment expenses recognised in profit or loss for restricted shares were approximately
RMB9,756,000, RMB92,885,000, RMB2,784,000 and RMB108,017,000 during the Relevant Periods, respectively.
32. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods and the six months ended 30 June 2024, the Group had non-cash additions to
right-of-use assets and lease liabilities of RMB8,934,000, RMB12,867,000, RMB1,799,000, RMB311,000 and
RMB6,769,000, respectively, in respect of lease agreements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 520 ---
(b) Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash
and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash
flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
Shares with
preferential rights Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,038,588 31,367 2,069,955
New financing proceeds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,450 – 120,450
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118421,570 – 421,570
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– (13,624) (13,624)
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– 8,934 8,934
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (9,406) (9,406)
Covid-19-related rent concessions from lessors /H1118/H1118 – (508) (508)
Accretion of interest recognised during the year /H1118 – 1,035 1,035
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,608 17,798 2,598,406
Shares with
preferential rights Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,608 17,798 2,598,406
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118221,023 – 221,023
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– (15,062) (15,062)
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– 12,867 12,867
Termination of a lease contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (205) (205)
Covid-19-related rent concessions from lessors /H1118/H1118 – (154) (154)
Accretion of interest recognised during the year /H1118 – 797 797
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,801,631 16,041 2,817,672
Shares with
preferential rights Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,801,631 16,041 2,817,672
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,155,186 – 1,155,186
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– (10,569) (10,569)
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– 1,799 1,799
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,776) (1,776)
Accretion of interest recognised during the year /H1118 – 382 382
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,956,817 5,877 3,962,694
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 521 ---
Shares with
preferential rights Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,801,631 16,041 2,817,672
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551,923 – 551,923
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– (5,965) (5,965)
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/H1118–3 1 13 1 1
Termination of lease contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,775) (1,775)
Accretion of interest recognised during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 245 245
At 30 June 2024 (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,353,554 8,857 3,362,411
Shares with
preferential
rights Lease liabilities
Interest-bearing
bank borrowings Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,956,817 5,877 – 3,962,694
Change in fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,265 – – 128,265
Equity transfer between shareholders 54,513 – – 54,513
Changes from financing cash flows /H1118 – – 50,000 50,000
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4,003) – (4,003)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,769 – 6,769
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 1 1 5 1 1 5
Accretion of interest recognised
during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 150 – 150
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,139,595 8,793 50,115 4,198,503
(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 Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within operating activities /H1118/H1118/H1118/H11184,339 1,439 166 94 120
Within financing activities /H1118/H1118/H1118/H111813,624 15,062 10,569 5,964 4,003
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,963 16,501 10,735 6,058 4,123
33. RELATED PARTY TRANSACTIONS
(a) Name and relationship:
Name of related party Relationship with the Group
Wuxi Nianhua Y un Technology Service Co., Ltd.
ʮ̡ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Associate of the Group
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 522 ---
(b) Related party transactions
The Group had the following transactions with a related party during the Relevant Periods and the six months
ended 30 June 2024:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Sales of products to:
Wuxi Nianhua Y un Technology
Service Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,870 2,81 1–––
(c) Outstanding balances with related parties
The Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Due from a related company:
Trade related
Wuxi Nianhua Y un Technology Service
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,747 1,852 1,407 1,407
The Company
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due from a subsidiary:
Deepexi Guangzhou Technology
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118206 206 – –
Amounts due to subsidiaries:
Shenzhen Deepexi Intelligent
Technology Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,584 7,957 27,487 19,692
Hangzhou Deepexi Technology Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,038 93 100 –
Shanghai Deepexi Technology Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118971 695 – –
Deepexi Guangzhou Technology
Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,489 460 808
Hong Kong Deepexi Technology
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 1 5 1
Chengdu Deepexi Technology Co.,
Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,593 11,235 28,047 20,659
Amounts due from/to subsidiaries are unsecured, interest-free and repayable on demand.
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 523 ---
(d) Compensation of key management personnel of the Group
As at 31 December As at 30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Salaries, bonuses, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,468 6,608 6,123 2,596
Pension scheme contributions /H1118/H1118/H1118/H1118/H111897 161 219 138
Equity-settled share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,819 62,946 29 104,260
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,384 69,715 6,371 106,994
Further details of directors’ and the chief executive’s remuneration are included in note 9 to the Historical
Financial Information.
34. COMMITMENTS
At the end of each of the Relevant Periods, the Group did not have any significant contractual commitments.
35. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments at the end of each of the Relevant
Periods were as follows:
The Group
As at 31 December 2022
Financial assets
The Group
Financial
assets at fair value
through other
comprehensive
income
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Equity investment designated at fair value
through other comprehensive income (note 18) /H1118 1,180 – 1,180
Trade and bills receivables (note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41,034 41,034
Financial assets included in prepayments, other
receivables and other assets (note 21) /H1118/H1118/H1118/H1118/H1118/H1118– 8,011 8,011
Pledged deposits (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 140 140
Cash and cash equivalents (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 549,138 549,138
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/H11181,180 598,323 599,503
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 524 ---
Financial liabilities
The Group
Financial
liabilities at
fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Shares with preferential rights (note 27) /H1118/H1118/H1118/H1118/H1118/H11182,580,608 – 2,580,608
Trade payables (note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,920 16,920
Financial liabilities included in other payables
and accruals (note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,290 4,290
Lease liabilities (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 17,798 17,798
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,608 39,008 2,619,616
As at 31 December 2023
Financial assets
The Group
Financial assets at
amortised cost Total
RMB’000 RMB’000
Trade and bills receivables (note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,367 74,367
Financial assets included in prepayments, other receivables
and other assets (note 21) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,861 7,861
Pledged deposits (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118387 387
Cash and cash equivalents (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336,798 336,798
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419,413 419,413
Financial liabilities
The Group
Financial
liabilities at
fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Shares with preferential rights (note 27) /H1118/H1118/H1118/H1118/H1118/H11182,801,631 – 2,801,631
Trade payables (note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 30,033 30,033
Financial liabilities included in other payables
and accruals (note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,970 1,970
Lease liabilities (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,041 16,041
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/H11182,801,631 48,044 2,849,675
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 525 ---
As at 31 December 2024
Financial assets
The Group
Financial
assets at fair value
through profit
or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426 – 426
Trade and bills receivables (note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 166,233 166,233
Financial assets included in prepayments, other
receivables and other assets (note 21) /H1118/H1118/H1118/H1118/H1118/H1118– 7,446 7,446
Pledged deposits (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,282 1,282
Cash and cash equivalents (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 208,317 208,317
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/H1118426 383,278 383,704
Financial liabilities
The Group
Financial
liabilities at
fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Shares with preferential rights (note 27) /H1118/H1118/H1118/H1118/H1118/H11183,956,817 – 3,956,817
Trade payables (note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 83,623 83,623
Financial liabilities included in other payables
and accruals (note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,291 20,291
Lease liabilities (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,877 5,877
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,956,817 109,791 4,066,608
As at 30 June 2025
Financial assets
The Group
Financial
assets at fair value
through profit
or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378 – 378
Trade and bills receivables (note 20) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 146,795 146,795
Financial assets included in prepayments, other
receivables and other assets (note 21) /H1118/H1118/H1118/H1118/H1118/H1118– 13,664 13,664
Restricted cash (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,404 8,404
Pledged deposits (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,272 1,272
Cash and cash equivalents (note 23) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 183,385 183,385
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/H1118378 353,520 353,898
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 526 ---
Financial liabilities
The Group
Financial
liabilities at
fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Shares with preferential rights (note 27) /H1118/H1118/H1118/H1118/H1118/H11184,139,595 – 4,139,595
Interest-bearing bank borrowings (note 26) /H1118/H1118/H1118/H1118– 50,115 50,115
Trade payables (note 24) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 52,932 52,932
Financial liabilities included in other payables
and accruals (note 25) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,380 7,380
Lease liabilities (note 15) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,793 8,793
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,139,595 119,220 4,258,815
36. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, restricted cash, pledged deposits,
trade and bills receivables, financial assets included in prepayments, other receivables and other assets, trade
payables 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 finance manager of the Group is responsible for determining the policies and procedures for the fair value
measurement of financial instruments. The Group’s finance manager reports directly to the chief financial officer. At
the end of each of the Relevant Periods, the finance department analyses the movements in the values of financial
instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the
chief financial officer.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The fair values of financial assets at FVTPL are based on quoted market prices.
The fair values of unlisted equity investment designated at fair value through other comprehensive income
have been estimated using a market-based valuation technique based on assumptions that are not supported by
observable market prices or rates. The valuation requires the directors to determine comparable public companies
(peers) based on industry, size, leverage and strategy, and to calculate an appropriate price multiple. The multiple is
calculated by dividing the enterprise value of the comparable company by net assets measure. The trading multiple
is then discounted for considerations such as illiquidity and size differences between the comparable companies based
on company-specific facts and circumstances. The discounted multiple is applied to the corresponding net assets
measure of the unlisted equity investment to measure the fair value. The directors believe that the estimated fair
values resulting from the valuation technique, which are recorded in the consolidated statement of financial position,
and the related changes in fair values, which are recorded in other comprehensive income, are reasonable, and that
they were the most appropriate values at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 527 ---
Below is a summary of significant unobservable inputs to the valuation of the financial instrument together
with a quantitative sensitivity analysis as at the end of each of the Relevant Periods.
Valuation technique
Significant
unobservable input Range
Sensitivity of fair
value to the input
Equity investment
designated at fair
value through other
comprehensive
income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
V aluation multiples Average P/B
multiple of peers
1.3 5% increase/decrease in
multiple would result
in increase/decrease in
fair value by
RMB59,000
Discount for lack
of marketability
29.2% 5% increase/decrease in
discount would result
in increase/decrease in
fair value by
RMB24,000
For the methods and assumptions used to estimate the fair values of shares with preferential rights, details are
disclosed in note 27 to the Historical Financial Information.
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investment designated at
fair value through other
comprehensive income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,180 1,180
The Group did not have any financial assets measured at fair value as at 31 December 2023.
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118426 – – 426
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 528 ---
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118378 – – 378
Liabilities measured at fair value:
As at 31 December 2022
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Shares with preferential rights /H1118/H1118/H1118/H1118– – 2,580,608 2,580,608
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Shares with preferential rights /H1118/H1118/H1118/H1118– – 2,801,631 2,801,631
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Shares with preferential rights /H1118/H1118/H1118/H1118– – 3,956,817 3,956,817
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 529 ---
As at 30 June 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
Shares with preferential rights /H1118/H1118/H1118/H1118– – 4,139,595 4,139,595
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level
2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.
37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments mainly comprise cash and bank balances and trade and bills
receivables. 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 financial assets included in prepayments, other receivables
and other assets and trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
Foreign currency risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations
in exchange rates between RMB and USD 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
USD/RMB rate
Increase/(decrease) in
loss before tax/equity
% RMB’000
Y ear ended 31 December 2022
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (26,063)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) 26,063
Y ear ended 31 December 2023
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (3,182)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) 3,182
Y ear ended 31 December 2024
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (3,272)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) 3,272
Six months ended 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
If the RMB weakens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (2,973)
If the RMB strengthens against the USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) 2,973
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 530 ---
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
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 and the exposure to credit risk for the
financial guarantee contracts.
As at 31 December 2022
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118– – – 45,475 45,475
Financial assets included
in prepayments, other
receivables and other
assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,011––– 8,011
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11181 4 0––– 1 4 0
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118549,13 8––– 549,138
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118557,289 – – 45,475 602,764
As at 31 December 2023
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118– – – 84,465 84,465
Financial assets included
in prepayments, other
receivables and other
assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,86 1––– 7,861
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11183 8 7––– 3 8 7
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118336,79 8––– 336,798
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345,046 – – 84,465 429,511
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 531 ---
As at 31 December 2024
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 185,057 185,057
Financial assets included
in prepayments, other
receivables and other
assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,44 6––– 7,446
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11181,28 2––– 1,282
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118208,31 7––– 208,317
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,045 – – 185,057 402,102
As at 30 June 2025
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 163,671 163,671
Financial assets included
in prepayments, other
receivables and other
assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,66 4––– 13,664
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11181,27 2––– 1,272
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11188,40 4––– 8,404
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118183,38 5––– 183,385
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118206,725 – – 163,671 370,396
* For trade and bills receivables to which the Group applies the simplified approach for impairment,
information based on the provision matrix is disclosed in note 20 to the Historical Financial Information.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 532 ---
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management
of the Group to finance the operations and mitigate the effects of fluctuations in cash flows.
The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based
on the contractual undiscounted payments, is as follows:
31 December 2022
Within 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,920 – – 16,920
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,553 6,822 – 18,375
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,290 – – 4,290
Shares with preferential rights /H1118/H1118/H1118/H11182,580,608 – – 2,580,608
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,613,371 6,822 – 2,620,193
31 December 2023
Within 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,033 – – 30,033
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,572 4,980 – 16,552
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,970 – – 1,970
Shares with preferential rights /H1118/H1118/H1118/H11182,801,631 – – 2,801,631
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,845,206 4,980 – 2,850,186
31 December 2024
Within 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,623 – – 83,623
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,397 1,630 – 6,027
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,291 – – 20,291
Shares with preferential rights /H1118/H1118/H1118/H11183,956,817 – – 3,956,817
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,065,128 1,630 – 4,066,758
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 533 ---
30 June 2025
Within 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,932 – – 52,932
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,701 3,357 – 9,058
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,380 – – 7,380
Interest-bearing bank borrowings /H1118/H1118/H111850,115 – – 50,115
Shares with preferential rights /H1118/H1118/H1118/H11184,139,595 – – 4,139,595
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,255,723 3,357 – 4,259,080
Capital management
The Group’s primary objective for managing capital is 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.
38. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events subsequent to 30 June 2025.
39. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 534 ---
This information set forth in this Appendix II does not form part of the accountants’ report
prepared by Ernst & Young, Certified Public Accountants, Hong Kong, the reporting
accountants of the Company, as set forth in Appendix I in this Prospectus, and is included
herein for information only.
The unaudited pro forma financial information should be read in conjunction with the
section headed “Financial information” in this Prospectus and the accountants’ report set
forth in Appendix I in the prospectus.
A. UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
The following statement of unaudited pro forma adjusted net tangible assets attributable
to the Shareholders of the Company has been prepared in accordance with Rule 4.29 of the
Listing Rules, and is set out below to illustrate the effect of the Global Offering on the
consolidated net tangible liabilities attributable to the Shareholders of the Company as of June
30, 2025, as if the Global Offering had taken place on June 30, 2025.
The statement of unaudited pro forma adjusted net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture
of the financial position of the Group had the Global Offering been completed as of June 30,
2025 or at any future date.
Consolidated net
tangible liabilities
attributable to the
Shareholders of
the Company as
of June 30, 2025
Estimated net
proceeds from
the Global
Offering
Estimated
impact related
to the changes
of terms of
Shares with
preferential
rights
upon listing
Unaudited pro
forma adjusted
net tangible assets
attributable to the
Shareholders of
the Company
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to the
Shareholders of the Company
per Share
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)
Based on an Offer Price
of HK$26.66 per
Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,897,496) 577,073 4,139,595 819,172 2.51 2.75
Notes:
(1) The consolidated net tangible liabilities attributable to the Shareholders of the Company as of June 30, 2025
is extracted from the Accountants’ Report set out in Appendix I in this prospectus, which is based on the
consolidated net liabilities attributable to the Shareholders of the Company as of June 30, 2025 of
RMB3,897,179,000 after deducting intangible assets of RMB317,000.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 535 ---
(2) The estimated net proceeds from the Global Offering are calculated based on estimated offer prices of
HK$26.66 per Share, after deduction of the underwriting fees and other related expenses payable by the
Company (excluding listing expenses of RMB20,380,000 which have been charged to profit or loss during the
Track Record Period). The estimated net proceeds from the Global Offering are converted into Renminbi at
the PBOC rate of RMB0.91296 to HK$1.00 prevailing on October 10, 2025. No representation is made that
the Hong Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa,
at that rate or any other rates or at all.
(3) For the purpose of the unaudited pro forma financial information, considering the estimated impact related to
the changes of terms of shares with preferential rights upon Listing, the unaudited pro forma adjusted net
tangible liabilities attributable to the Shareholders of the Company will be increased by RMB4,139,595,000,
being the fair value of the shares with preferential rights as at June 30, 2025. Upon the Listing and the
completion of the Global Offering, all the shares with preferential rights will be automatically converted into
ordinary shares. These shares with preferential rights will be re-designated from liabilities to equity. The
amount that is re-designated from liabilities to equity will be the fair value of the shares with preferential rights
on that date of the Global Offering.
(4) The unaudited pro forma adjusted consolidated net tangible assets attributable to the Shareholders of the
Company per Share are calculated based on 326,632,000 Shares in issue immediately following the completion
of the Global Offering.
(5) The unaudited pro forma adjusted consolidated net tangible assets attributable to the Shareholders of the
Company per Share amounts in RMB are converted into Hong Kong dollars at an exchange rate of
RMB0.91296 to HK$1.00 prevailing on October 10, 2025. No representation is made that the Hong Kong
dollar amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any
other rates or at all.
(6) No adjustment has been made to reflect any trading results or open transactions of the Group entered into
subsequent to June 30, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 536 ---
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Deepexi Technology Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Deepexi Technology Co., Ltd. (the “Company”) and its
subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at June 30,
2025 and related notes as set out on pages II-1 to II-2 of the prospectus dated October 20, 2025
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 June 30, 2025 as if the transaction had taken place at June 30, 2025. As part of
this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial statements for the period ended June 30, 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 537 ---
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 538 ---
 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 & Y oung
Certified Public Accountants
Hong Kong
October 20, 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 539 ---
PRC TAXATION
Income tax and capital gains tax of holders of the H shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of the H Shares are resident or
otherwise subject to tax. The following summary of certain relevant taxation provisions is
based on current law and practice and has not taken into account the expected change or
amendment to the relevant laws or policies. The discussion has no intention to cover all
possible tax consequences resulting from the investment in H Shares, nor does it take the
specific circumstances of any particular investor into account, 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. The discussion is based upon laws and relevant
interpretations in effect as of the date of the Latest Practicable Date, which is subject to change
and may have retrospective effect.
Taxation on Dividends
Individual Investors
Under the provisions of the Individual Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷
), last amended on August 31, 2018, and the Regulations on Implementation of
the Individual Income Tax Law of the PRC (ૢԷ), last
amended on December 18, 2018 (collectively referred to as the “IIT Law”), dividends
disbursed by Chinese enterprises are subject to a flat individual income tax rate of 20%. For
foreign individuals who are not residents of China, dividends received from a Chinese
enterprise are generally taxed at 20%, unless there are specific exemptions granted by the State
Council’s tax authority or reductions under an applicable tax treaty.
According to the Announcement of State Taxation Administration on Promulgation of the
Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits (೼ਕᐼ
೯б<ج>ʮѓ), which came into effect on
January 1, 2020, non-resident taxpayers claiming treaty benefits shall be handled in accordance
with the principles of “self-assessment, claiming benefits, retention of the relevant materials
for future inspection”. Where a non-resident taxpayer self-assesses and concludes that it
satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax
declaration or at the time of withholding through the withholding agent, simultaneously gather
and retain the relevant materials pursuant to the provisions of these Measures for future
inspection, and accept follow-up administration by the tax authorities. For withholding at
source and designated withholding, a non-resident taxpayer asserting that it satisfies the
criteria for claiming treaty benefits and need to claim such benefits shall complete an
“Information Report on Non-resident Taxpayers Claiming Treaty Benefits” truthfully, submit
to the withholding agent voluntarily, gather and retain the relevant materials pursuant to the
relevant provisions.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 540 ---
In accordance with the Arrangement between the Mainland and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (τર), signed
on August 21, 2006, the PRC Government has the authority to impose taxes on dividends paid
by a PRC company to Hong Kong residents, including both natural persons and legal entities.
The tax levied shall not exceed 10% of the total dividends payable by the PRC company.
However, if a Hong Kong resident directly holds 25% or more of the equity interest in a PRC
company and meets certain conditions as the beneficial owner of the equity, the tax imposed
shall not exceed 5% of the total dividends payable by the PRC company.
The Fifth Protocol of the Arrangement between the Mainland of China and the Hong
Kong Special Administrative Region on the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion ( <τર>
), in effect since December 6, 2019, introduces specific criteria determining
entitlement to treaty benefits. According to this protocol, treaty benefits will not be granted if,
upon careful consideration of all relevant facts and conditions, it is reasonably determined that
obtaining these benefits was a primary purpose of the arrangement or transactions, thereby
providing direct or indirect benefits under the Arrangement. Exceptions are made when such
benefits align with the Arrangement’s relevant objectives and goals.
Additionally, the application of the dividend clause of tax agreements is bound by the
stipulations outlined in the PRC tax laws and regulations, including the guidelines specified in
the Notice of the State Taxation Administration on the Issues Concerning the Application of the
Dividend Clauses of Tax Agreements (ٙ
) (Guo Shui Han [2009] No. 81). Compliance with these regulations is essential in
determining the taxation applicable to dividends under the Arrangement.
Enterprise Investors
Pursuant to the provisions outlined in the PRC Enterprise Income Tax Law ( ʕശɛ͏
), enacted by the National People’s Congress of the PRC (NPC) on
March 16, 2007, and enforced from January 1, 2008, subsequently amended on February 24,
2017, and December 29, 2018, and in alignment with the Implementation Provisions of the
Enterprise Income Tax Law of the PRC (ૢԷ),
promulgated by the State Council on December 6, 2007, and effective from January 1, 2008,
last amended on December 6, 2024 and effective on January 20, 2025 (collectively referred to
as the “EIT Law”), it is established that a non-resident enterprise is generally liable to a 10%
enterprise income tax on income sourced within the PRC. Such income includes dividends and
bonuses received from a PRC resident enterprise. This taxation applies to non-resident
enterprises that lack a physical establishment or premises in the PRC. Alternatively, if an
establishment or premise exists within the PRC, but the PRC-sourced income is unrelated to
said establishment or premise, it is subject to the aforementioned taxation.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 541 ---
The withholding tax for non-resident enterprises is mandated to be deducted at the source,
whereby the entity making the payment assumes the role of the withholding agent.
Consequently, the withholding agent is obligated to withhold the income tax from the payment
or due payment each time it is disbursed or becomes due.
The Circular of the State Taxation Administration (STA) on Issues Relating to the
Withholding and Remitting of Enterprise Income Tax on Dividends Paid by PRC Resident
Enterprises to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (೼ਕ
͏ΆุΣྤ̮ Hٙ
) (Guo Shui Han [2008] No. 897), which was issued by the STA and implemented on
November 6, 2008, further clarified that a PRC-resident enterprise must withhold corporate
income tax at a rate flat 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 Issues
on Levying Enterprise Income Tax on Dividends Derived by Non-resident Enterprise from
Holding Stock such as B-shares (͏Άุ՟੻B੻೼ਪᕚ
ҭᔧ) (Guo Shui Han [2009] No. 394) which was issued by the STA and implemented 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 of 2008 and
onwards that it distributes to non-resident enterprises. Such tax rates may be further changed
pursuant to the tax treaty or agreement that China has concluded with relevant jurisdictions,
where applicable. Accordingly, dividends paid to non-PRC resident enterprise (including
HKSCC Nominees) shall be subject to withholding enterprise income tax at a rate of 10%.
In accordance with the Arrangement between the Mainland and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion, the PRC Government is authorized to impose taxes on dividends disbursed by a PRC
company to Hong Kong residents, including both individuals and legal entities, not exceeding
10% of the total dividends payable by the PRC company. If a Hong Kong resident directly
holds 25% or more of the equity interest in a PRC company, the tax shall not surpass 5% of
the total dividends if the Hong Kong resident qualifies as the beneficial owner of the equity,
and specific conditions are met.
Furthermore, the Fifth Protocol of the Arrangement between the Mainland of China and
the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion, introduces additional criteria for qualifying for treaty benefits.
While other provisions may exist within the Arrangement, treaty benefits shall not be granted
for relevant gains if, based on all relevant facts and conditions, it is reasonably determined that
one of the main purposes of the arrangement or transactions, which result in direct or indirect
benefits under the Arrangement, is to obtain such treaty benefits. This exception applies unless
the grant of benefits aligns with the objectives and goals outlined in the Arrangement.
It is important to note that the application of the dividend clause of tax agreements is
contingent upon compliance with PRC tax laws and regulations, including the guidelines
provided in the Notice of the State Taxation Administration on the Issues Concerning the
Application of the Dividend Clauses of Tax Agreements (Guo Shui Han [2009] No. 81).
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Tax Treaties
Non-resident investors residing in jurisdictions that have established treaties or
arrangements for the avoidance of double taxation with the PRC may qualify for a reduction
in the PRC enterprise income tax levied on dividends received from PRC companies. Currently,
the PRC has entered into Avoidance of Double Taxation Treaties or Arrangements with several
countries and regions, including the 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.
Non-PRC resident enterprises eligible for preferential tax rates under these relevant
taxation treaties or arrangements are required to submit an application to the PRC tax
authorities for a refund of the enterprise income tax that exceeds the agreed tax rate. The
approval of the refund application is subject to the evaluation and decision of the PRC tax
authorities.
Taxation on Share Transfer
V alue-Added Tax and Local Surcharges
Under the guidelines outlined in the Notice on the Full Implementation of the Pilot
Program for Transition from Business Tax to V alue-Added Tax (પකᐄุ೼ҷᅄᄣ
) (Cai Shui [2016] No. 36) (referred to as “Circular 36”), effective from May
1, 2016, and subsequently amended on July 11, 2017, December 25, 2017, and March 20, 2019,
individuals and entities conducting service transactions within the PRC are obligated to pay
V alue-Added Tax (V A T). “Sales of services within the PRC” are defined as transactions where
either the service provider or the recipient is situated within the PRC.
Furthermore, Circular 36 specifies that the transfer of financial products, including the
ownership transfer of marketable securities, is subject to a V A T rate of 6% on the taxable
income. Taxable income, in this context, refers to the sales price balance after deducting the
purchase price. This V A T obligation applies to both general and foreign V A T taxpayers.
Notably, individuals are exempt from V A T obligations when engaging in the transfer of
financial products.
As per the aforementioned regulations, non-resident individuals selling or disposing of H
shares are exempt from V A T in the PRC. However, if the holders are non-resident enterprises,
they may avoid V A T in the PRC only if the buyers of the H shares are individuals or entities
located outside of the PRC. Conversely, the holders might be subject to V A T in the PRC if the
buyers of the H shares are individuals or entities situated within the PRC.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Income Taxes
Individual investors
Under the IIT Law, gains arising from the transfer of equity interests in PRC resident
enterprises are subject to individual income tax at a rate of 20%. However, in accordance with
the Circular of the Ministry of Finance (MOF) and the STA on Declaring that Individual Income
Tax Continues to be Exempted over Income of Individuals from Transfer of Shares (௅e
) (Cai Shui Zi [1998]
No. 61), issued jointly by the MOF and STA on March 30, 1998, gains obtained by individuals
from the transfer of shares of listed companies have been temporarily exempted from individual
income tax since January 1, 1997.
However, on December 31, 2009, the MOF, the STA, and the CSRC 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 (ɛᔷᜫɪ
) (Cai Shui [2009] No. 167). This
circular, effective from January 1, 2010, stipulates that individuals’ income derived from the
transfer of listed shares acquired through public offerings and trading on the Shanghai Stock
Exchange and the Shenzhen Stock Exchange remains exempt from individual income tax. This
exemption applies to shares not subject to sales restrictions, as defined in the Supplementary
Notice on Issues Concerning the Individual Income Tax on Individuals’ Income from the
Transfer of Restricted Stocks of Listed Companies (੻ᅄϗ
) (Cai Shui [2010] No. 70), jointly issued by the three
aforementioned departments and effective from November 10, 2010.
As of the Latest Practicable Date, there are no provisions expressly stating that individual
income tax shall be imposed on non-PRC resident individuals for the transfer of shares in PRC
resident enterprises listed on overseas stock exchanges.
Enterprise investors
In accordance with the Enterprise Income Tax (EIT) Law and the Implementation
Provisions of the Enterprise Income Tax Law of the PRC, non-resident enterprises are typically
subject to a 10% enterprise income tax on income sourced within the PRC. This includes gains
realized from the disposal of equity interests in a PRC resident enterprise. However, this
taxation applies only if the non-resident enterprise does not maintain a physical establishment
or premises in the PRC, or if it does have such establishments in the PRC, but its PRC-sourced
income is not genuinely connected with those establishments.
The withholding of income tax for non-resident enterprises is executed at the source, with
the entity making the payment acting as the withholding agent. This withholding agent is
obliged to deduct the income tax from each payment or due payment made to the non-resident
enterprise. It’s important to note that the tax liability may be reduced or exempted in
accordance with applicable tax treaties or agreements on the avoidance of double taxation.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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Stamp Duty
In compliance with the PRC Stamp Duty Law (), as issued
by the SCNPC on June 10, 2021, and enforced from July 1, 2022 (referred to as the “Stamp
Duty Law”), all entities and individuals involved in securities transactions within the PRC are
obligated to pay stamp duty as per the regulations outlined in the Stamp Duty Law.
Consequently, the stipulations concerning stamp duty applied to the transfer of shares of
PRC-listed companies do not extend to the transfer and disposal of H Shares by non-PRC
investors outside the PRC.
Estate duty
Under prevailing PRC legislation, there is presently no imposition of estate duty within
the jurisdiction.
Major Taxes on the Company in the PRC
Please refer to the section headed “Regulatory Overview” of this prospectus.
FOREIGN EXCHANGE
The lawful currency of the PRC is Renminbi, which is currently subject to foreign
exchange control and cannot be freely converted into foreign currency. The SAFE, with the
authorization of the People’s Bank of China (the “PBOC”), is empowered with the functions
of administering all matters relating to foreign exchange, including the enforcement of foreign
exchange control regulations.
The Regulations of the PRC on the Management of Foreign Exchange ( ʕശɛ͏΍ձ
਷̮ි၍ଣૢԷ, the “Regulations on the Management of Foreign Exchange”), which was
promulgated by the State Council on January 29, 1996 and effective on April 1, 1996, classifies
all international payments and transfers into current items and capital items. Most of the
current items are not subject to the approval of foreign exchange administrative authorities,
while capital items are subject to the approval of foreign exchange administrative authorities.
According to the Regulations on the Management of Foreign Exchange as amended on January
14, 1997 and August 5, 2008, the PRC will not impose any restriction on international current
payments and transfers.
The Regulations for the Administration of Settlement, Sale and Payment of Foreign
Exchange (, the “Settlement Regulations”), which was
promulgated by the PBOC on June 20, 1996 and effective on July 1, 1996, removes other
restrictions on convertibility of foreign exchange under current items, while imposing existing
restrictions on foreign exchange transactions under capital items.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-6 –


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According to the Announcement on Improving the Reform of the Renminbi Exchange
Rate Formation Mechanism (ʮѓ) (PBOC
Announcement [2005] No. 16), which was issued by the PBOC on July 21, 2005 and effective
on the same date, the PRC began to implement a managed floating exchange rate system in
which the exchange rate would be determined based on market supply and demand and
adjusted with reference to a basket of currencies from July 21, 2005. Therefore, the Renminbi
exchange rate was no longer pegged to the U.S. dollar. The PBOC would publish the closing
price of the exchange rate of the Renminbi 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 Renminbi transactions on the following working
day.
On August 5, 2008, the State Council promulgated the revised Regulation on the
Management of Foreign Exchange, which has made substantial changes to the foreign
exchange supervision system of the PRC. First, it has adopted an approach of balancing the
inflow and outflow of foreign exchange. Foreign exchange income received overseas can be
repatriated or deposited overseas, and foreign exchange and settlement funds under the capital
account are required to be used only for purposes as approved by the competent authorities and
foreign exchange administrative authorities; second, it has improved the RMB exchange rate
formation mechanism based on market supply and demand; third, in the event that international
balance of payment suffer 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 international balance of payment; fourth, it has enhanced the supervision and
administration of foreign exchange transactions and grant extensive authorities to the SAFE to
enhance its supervisory and administrative powers.
According to the relevant laws and regulations in the PRC, PRC enterprises (including
foreign investment 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 the designated foreign exchange banks, on the strength
of valid transaction receipt or proof. Foreign investment enterprises which need foreign
exchange for the distribution of profits to their shareholders and PRC enterprises which, in
accordance with regulations, are required to pay dividends to their shareholders in foreign
exchange (such as our Company) 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 the designated foreign exchange banks or effect exchange and payment
at the 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 (՟ऊձሜ዆
) (Guo Fa [2014] No. 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.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-7 –


--- page 546 ---
On December 26, 2014, the SAFE implemented the Notice of the SAFE on Issues
Concerning the Foreign Exchange Administration of Overseas Listing (׵
) (Hui Fa [2014] No. 54), pursuant to which, a domestic
company shall, within 15 business days from the date of the end of its overseas listing issuance,
register the overseas listing with the Administration of Foreign Exchange at the place of its
establishment; the proceeds from an overseas listing of a domestic company may be remitted
to the PRC or deposited overseas, but the use of the proceeds shall be consistent with the
contents as specified in the document and other disclosure documents.
According to the Guidelines for the Foreign Exchange Business under the Capital
Account (2024) (ˏ(2024و)) issued by SAFE on April 3, 2024, in
principle, the funds raised by overseas listings of domestic companies should be repatriated to
China in a timely manner, and can be repatriated in RMB or foreign currency. The use of funds
shall be consistent with the relevant contents listed in the prospectus or corporate bond offering
documents, shareholder circulars, resolutions of the board of directors or shareholders’ meeting
and other publicly disclosed documents. Domestic companies using the funds raised from
overseas listings to carry out overseas direct investment, overseas securities investment,
overseas lending and other businesses shall comply with the relevant foreign exchange
management regulations.
According to the Notice of the SAFE on Further Simplifying and Improving Policies for
the Foreign Exchange Administration of Direct Investment (ආɓӉᔊ
) (Hui Fa [2015] No. 13) promulgated by the SAFE
on February 13, 2015 and took effect on June 1, 2015, and amended on December 30, 2019,
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.
According 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) issued by the SAFE and came into effect on June 9, 2016, the settlement of foreign
exchange receipts under the capital account (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 the capital
account is temporarily determined as 100%. The SAFE may, based on the international balance
of payments, adjust the aforesaid proportion at appropriate time.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-8 –


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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 (ආɓӉપ
) (Hui Fa [2017] No. 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 issued the Circular of the State Administration of Foreign
Exchange on Further Promoting Cross-border Trade and Investment Facilitation (̮ි
) (Hui Fa [2019] No. 28), which
stipulated that on the basis that investing foreign-funded enterprises may make domestic equity
investments with their capital funds in accordance with laws and regulations, non-investing
foreign-funded enterprises are permitted to legally make domestic equity investments with
their capital funds under the premise that the existing Special Administrative Measures
(Negative List) for the Access of Foreign Investment (݄(૶
ఊ)) are not violated and domestic invested projects are true and compliant.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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PRC LA WS AND REGULATIONS
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, rules and regulations of State
Council departments, 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 the purposes of judicial reference and guidance.
Pursuant to the Constitution and the Legislation Law of the PRC (2023 Revision) ( ʕ
جج2023͍)) (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 with respect to 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
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
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-1 –


--- page 549 ---
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, 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, 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 laws and
regulations is vested in the regional legislative and administrative authorities which
promulgate such laws and 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
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,
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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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”) adopted 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
is given the same litigation rights and obligations as a citizen, a legal person and other
organization 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
organizations of the PRC, the PRC court may apply the same limitations to the civil litigation
rights to 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
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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in case he or it needs to engage a lawyer for the purpose of initiating actions or defending
against litigations at the people’s court. In accordance with 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 investigation and
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 Company Law of the PRC, the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies and the Guidelines for the Articles of
Association of Listed Companies
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. It was successively
amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013,
October 26, 2018 and December 29, 2023. The newly revised PRC Company Law has been
implemented on July 1, 2024.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
) (the “Overseas Listing Trial Measures”), which came into effect on
March 31, 2023 and is applicable to direct and indirect overseas securities offering 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.
On March 28, 2025, the CSRC promulgated the latest amended Guidelines for the Articles
of Association of Listed Companies (ˏ) (the “Guidelines for the Articles
of Association”). According to the Overseas Listing Trial Measures and its supporting
guidelines, Guidelines for the Application of Regulatory Rules — Overseas Listing Category
No. 1, domestic enterprises that are directly listed overseas shall formulate its Articles of
Association with reference to the Guidelines for the Articles of Association and other relevant
provisions of the CSRC on main provisions of the PRC Company Law, the Overseas Listing
Trial Measures and the Guidelines for the Articles of Association.
General Provisions
A joint stock limited company refers to an enterprise legal person incorporated under the
PRC Company Law with its registered capital divided into shares of equal par value. The
liability of its shareholders is limited to the amount of shares held by them and the company
is liable to its creditors for an amount equal to the total value of its assets.
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 with respect to such invested companies are limited to the
amount invested. If it is prescribed by any law that a company shall not become a capital
contributor that shall bear the joint and several liability for the debts of the enterprises it
invests in, such provisions shall prevail.
Incorporation
A joint stock limited company may be incorporated by promotion or raising. A joint stock
limited company shall be incorporated by one to 200 promoters, provided that at least more
than half of the promoters must reside in the PRC. Where a joint stock limited company is to
be established by means of promotion, promoters shall fully subscribe for the shares that shall
be issued at the time of the establishment of the company as provided for in the Articles of
Association. If a joint stock limited company is to be established by means of raising, the
promoters shall subscribed for not less than 35% of the total shares that shall be issued at the
time of the establishment of the company as provided for in the Articles of Association;
however, where laws and administrative regulations provide otherwise, such provisions shall
prevail.
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A prospectus shall be published and a subscription letter shall be prepared when the
promoters offer shares to the public. The subscriber shall fill in the number of shares
subscribed for, amount and domicile and affix his/her signature or seal to the subscription
letter. The subscriber shall make full payment for the shares subscribed 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 share
capital for a public offering has 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. Where the shares to be issued have not been fully subscribed for at the time of the
establishment of a company, or the promoters fail to hold an establishment meeting within 30
days after the full payment has been made for the shares to be issued, subscribers may claim
against the promoters for refund of the payment for shares plus the interest on the bank deposits
for the same term. The promoters and subscribers may not withdraw their share capital after
they have made payment for the shares or delivered non-monetary property as capital
contributions, except that the shares have not been fully subscribed for within the time limit,
the promoters fail to hold the establishment meeting on schedule, or the establishment meeting
decides not to establish the company. The Board of Directors shall, within 30 days after the end
of the establishment meeting of a company, authorize a representative to file an application for
registration of establishment with the company registration authority.
A company’s promoter shall be liable for the followings: (1) the debts and expenses
incurred in the establishment process jointly and severally if the company cannot be
established; (2) the refund of subscription monies paid by the subscribers together with interest
at bank deposit rates for the same period jointly and severally if the company cannot be
established.
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, stock rights or creditor’s rights
which can be appraised with monetary value and transferred lawfully, except for assets which
are prohibited from being contributed as capital by the laws or administrative regulations. If
a capital contribution is made in non-monetary assets, a valuation of the assets contributed
must be carried out pursuant to the provisions of the laws or administrative regulations on
valuation without any over-valuation or under-valuation. If there are provisions on the
assessment of value in any law or administrative regulation, such provisions shall prevail.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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The issuance of shares shall be conducted in a fair and equitable manner. Each share of
the same class must carry equal rights. Shares issued at the same time and within the same class
must be issued on the same conditions and at the same price. The same price per share shall
be paid by any share subscriber. The issue price of par value stock may be based on the face
value or exceed the face value but shall not be lower than the face value.
Under the PRC Company Law, a joint stock limited company shall maintain a shareholder
register which sets forth the following matters: (1) the name and domicile of each shareholder;
(2) the type and quantity of subscribed shares for each shareholder; (3) for stocks issued in
paper form, the serial numbers of stocks; (4) the date on which each shareholder acquired the
shares.
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 must be approved by shareholders in a shareholder’s meeting. The
Articles of Association or the shareholders’ meeting may authorize the Board of Directors to
decide to issue not more than 50% of the shares that have been issued within three years.
However, if the capital contributions are to be made using non-monetary property, they shall
be subject to a resolution made by the shareholders’ meeting. Where the Board of Directors is
authorized and decides to issue shares, and thus results in a change in the registered capital or
the number of issued shares of the company, the voting at the shareholders’ meeting may not
be needed to revise such item set forth in the Articles of Association of the company. Where
the Articles of Association or the shareholders’ meeting of a company authorizes the Board of
Directors to decide on issuing new shares, a resolution of the Board of Directors shall be
adopted by two thirds or more of all the directors. In addition, where a domestic enterprise
issuing and listing overseas, the issuer shall file with the CSRC in accordance with the
Overseas Listing Trial Measures and submit a filing report, legal opinions and other relevant
materials, giving a true, accurate and complete account of shareholders’ information and other
information.
Reduction of Share Capital
The company shall reduce the registered capital in accordance with the following
procedures as stipulated in the PRC Company Law:
(I) the company shall prepare a balance sheet and an inventory of properties;
(II) make a resolution at a shareholders’ meeting to reduce the registered capital;
(III) the company shall notify its creditors within 10 days after making the resolution to
reduce the registered capital and publish the relevant announcement in newspapers
or on the National Enterprise Credit Information Publicity System within 30 days;
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(IV) a creditor may, within 30 days after receipt of the notification, or within 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 company registration authority for a change in
registration.
Where a company reduces its registered capital, it shall reduce the amount of capital
contribution or shares in proportion to the capital contribution or shares held by the
shareholders, unless it is otherwise prescribed by any law, or is otherwise prescribed by the
Articles of Association of the company.
If a company still has losses after making up for them in accordance with the relevant
provisions of the PRC Company Law, it may reduce its registered capital to make up for the
losses. If the registered capital is reduced to make up for the loss, the company shall not make
any distribution to the shareholders, nor shall the shareholders be exempted from their
obligation to pay the capital contribution or the share capital. If the registered capital is
reduced in accordance with the aforesaid provisions, the item (III) and item (IV) mentioned
above shall not apply, but the resolution to reduce the registered capital shall be made by the
shareholders’ meeting within 30 days from the date of the announcement in the newspapers or
on the National Enterprise Credit Information Publicity System. After a company reduces its
registered capital in accordance with the provisions of the preceding paragraphs, it shall not
distribute profits until the accumulated amount of statutory reserve and discretionary reserve
reaches 50% of the company’s registered capital.
When a company reduces its registered capital in violation of the provisions of the PRC
Company Law, its shareholders shall refund the funds they have received, and if the capital
contributions of the shareholders are reduced or exempted, such capital contributions shall be
restored to the original status; if any loss is caused to the company, the shareholders and the
liable directors and senior management shall bear the liability for compensation.
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;
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--- page 556 ---
(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 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 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 company shall not accept its own shares as the subject matter of a mortgage.
No company may provide gifts, loans, guarantees or other financial aids for others to
obtain the shares of the company or the parent company thereof unless it carries out an
employee stock ownership plan. For the benefits of the company, the company may, upon a
resolution by the shareholders’ meeting or by the Board of Directors under the Articles of
Association or the authorization of the shareholders’ meeting, provide financial aids for others
to obtain the shares of the company or the parent company thereof, provided that the total
accumulative amount of the financial aids shall not exceed 10% of the total issued share
capital. A resolution by the Board of Directors shall be adopted by two thirds or more of all
the directors.
Any director or senior management who is liable for any loss to the company due to
violation of the provisions of the preceding paragraph shall make compensations.
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--- page 557 ---
Transfer of Shares
The shares held by a shareholder of a company may be transferred to other shareholders
or to persons other than the shareholders of the company. Where the Articles of Association of
the company have any restriction on the transfer of shares, the transfer shall be carried out in
accordance with the Articles of Association. 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 shares by a shareholder
must be conducted by means of an endorsement or by other means stipulated by laws or by
administrative regulations. Following the transfer of shares, the company shall record 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 5 days prior to the base date on which the company
decides to distribute dividends. However, where it is otherwise provided for in any law,
administrative regulation or by the securities regulatory authority of the State Council for the
modification of the register of shareholders of a listed company, such provisions shall prevail.
Pursuant to the PRC Company Law, shares of the company issued prior to the public
offering of shares may not be transferred within one year of the date of the company’s listing
on the stock exchange. Where it is otherwise provided for in any law, administrative regulation
or by the securities regulatory authority of the State Council for the transfer of shares held by
the shareholders or actual controllers of a listed company, such provisions shall prevail.
Directors and senior management of the company shall declare to the company the shares they
hold and the changes thereof during the term of office as determined when they assume the
posts, the shares transferred each year shall not exceed 25% of the total shares they hold of the
company. They shall not transfer the shares they hold within one year of the date of the
company’s listing on the stock exchange, nor within 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 and the senior management. Where
the shares are pledged within the time limit for restricted transfer as provided for by laws and
administrative regulations, the pledgee may not exercise the pledge right within such restricted
period.
Pursuant to the Overseas Listing Trial Measures, for a domestic company directly offering
and listing overseas, the shareholders of its domestic unlisted shares applying to convert its
domestic unlisted 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.
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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;
(II) to petition the people’s court to revoke any resolution of 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’ meeting and exercise the voting
rights;
(V) to inspect and copy the Articles of Association of the company, share register, the
minutes of shareholders’ meeting, board resolutions, resolutions of the Audit
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 provided for 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’s responsibilities in respect of the shares taken up by them and
any other shareholder obligation specified in the Articles of Association of the company.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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Shareholders’ Meeting
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 to decide on their remunerations;
(II) to consider and approve the reports of the Board of Directors;
(III) to consider and approve the company’s profit distribution and loss recovery
proposals;
(IV) to decide on any increase or reduction of the company’s registered capital;
(V) to decide on the issue of corporate bonds;
(VI) to decide on merger, division, dissolution and liquidation of the company or change
of its corporate form;
(VII) to amend the Articles of Association of the company; and
(VIII) 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 within six months after the end of the
previous accounting year. An interim 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 capital stock;
(III) shareholders individually or in aggregate holding 10% or more of the company’s
shares request to convene an interim shareholders’ meeting;
(IV) the Board of Directors deems necessary;
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--- page 560 ---
(V) the Audit Committee so proposes; or
(VI) any other circumstances as provided for in the Articles of Associations of the
company.
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 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 Audit Committee shall convene and preside over such meeting in a timely manner; if the
Audit 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 independently convene and preside over such meeting. If the
shareholders who individually or jointly hold more than 10% of the shares of the company
request to convene an interim shareholders’ meeting, the Board of Directors and the Audit
Committee shall, within 10 days after the receipt of such request, decide whether to hold an
interim shareholders’ meeting and reply to the shareholders in writing.
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 interim
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 shareholder’s
meeting for deliberation, unless the interim proposal is in violation of any law, administrative
regulation or the Articles of Association or fails to fall into the scope of functions of the
shareholders’ meeting. The company shall not raise the shareholding proportion of the
shareholder who brings forward any interim proposal. A company offering shares to the public
shall make the notices as mentioned in the preceding paragraphs by way of announcement. The
shareholders’ meeting shall not make any resolution on any matter not specified in the notice.
According to the PRC Company Law, shareholders present at shareholders’ meeting shall
have one vote for each share they hold, except the shareholders of classified shares. The
company may not have a voting right for the shares it holds.
An accumulative voting system may be adopted for the election of directors at the
shareholders’ meeting pursuant 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, each share has the same voting rights as the number of
directors to be elected, and the voting rights owned by shareholders can be used collectively.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 561 ---
Under the PRC Company Law, the passing of any resolution at the shareholder’s meeting
requires affirmative votes of shareholders representing more than half of the voting rights held
by the shareholders who attend the shareholder’s meeting except in cases of proposed
amendments to a 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 shareholder’s meeting.
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 joint stock limited company shall have a board. However, a joint stock limited company
with a relatively small scale or relatively small number of shareholders may dispense with the
Board of Directors and have one director to exercise the functions and powers of the Board of
Directors as prescribed by the PRC Company Law. If the Board of Directors of a company has
more than three members, it may include an employees’ representative of the company. The
employees’ representatives in the Board of Directors shall be democratically elected by the
employees through the employees’ representative congress, employees’ congress or by other
means.
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. Where a director resigns, he/she shall notify the company in written
form, and the resignation shall become effective on the day when the company receives the
notice.
However, under any of the circumstances as mentioned in the preceding paragraph, the
director shall continue performing his/her duties.
Under the PRC Company Law, the Board of Directors may exercise the following powers:
(I) to convene shareholders’ meeting and report on its work to the shareholders’
meeting;
(II) to implement the resolutions passed by the shareholders at the shareholders’
meeting;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 562 ---
(III) to decide on the Company’s operational plans and investment proposals;
(IV) to formulate the Company’s proposals for profit distribution and for 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;
(VIII) to decide on appointment or dismissal the manager of the Company and his/her
remuneration matters, and as nominated by the manager, to decide on appointment
or dismissal the Company’s deputy general manager and financial officer and his/her
remuneration matters;
(IX) to formulate the Company’s basic management system; and
(X) other authority stipulated in the Articles of Association or granted by the
shareholders’ meeting.
Any restrictions on the functions and powers of the Board of Directors set out in the
Articles of Association may not be asserted against any bona fide third party.
Under the PRC Company Law, a company may, under the Articles of Association, set up
an Audit Committee composed of directors in the Board of Directors, which shall exercise the
functions and powers of the Board of Supervisors. It may not have a Board of Supervisors or
supervisors. The audit committee shall be composed of at least 3 members, and more than half
of the members shall not assume any position other than the director in the company and shall
not have any relationship with the company that may affect their independent and objective
judgments. Among the members of the Board of Directors of the company, an employees’
representative may become a member of the audit committee. A resolution made by the audit
committee shall be adopted by more than half of the members thereof. For voting on a
resolution of the audit committee, each member shall have one vote. The discussion methods
and voting procedures of the audit committee shall be prescribed in the Articles of Association,
unless it is otherwise provided under the PRC Company Law. A company may set up other
committees in the Board of Directors under the Articles of Association.
Meeting of the Board of Directors shall be convened at least twice a year. Notice of
meeting shall be given to all Directors and Audit Committee Members 10 days before the
meeting. Interim board meeting 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 Audit
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 563 ---
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.
No meeting of the Board of Directors may be held unless more than half of the directors
are present. A resolution made by the Board of Directors shall be adopted by more than half
of all the directors. For voting on a resolution of the Board of Directors, each director shall
have one vote. The Board of Directors shall prepare minutes regarding the decisions on the
matters discussed at the meetings, which shall be signed by the directors present.
The directors shall attend the meeting of the Board of Directors in person. Where any
director is unable to attend the meeting for any reason, he/she may, by issuing a written power
of attorney, entrust another director to attend the meeting on his/her behalf. The power of
attorney shall indicate the scope of authorization. The directors shall be responsible for the
resolutions made by the Board of Directors. Where a resolution of the Board of Directors is in
violation of any law, administrative regulation, Article of Association or resolution of the
shareholders’ meeting and causes any serious loss to the company, the directors who participate
in adopting such resolution shall be liable for compensation to the company. If a director is
proved to have expressed his/her objection to the voting on such resolution and such objection
has been recorded in the minutes, he/she may be exempted from 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 sentence for embezzlement, bribery, infringement or
misappropriation of property, or for jeopardizing socialist market economic order, or
within five years after serving sentence and being deprived of political rights for
crime; within two years after being pronounced for suspension of sentence since the
expiration of the suspension of sentence;
(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 company or enterprise the person acted as legal
representative is revoked business license and ordered to shut down for violating
law on which the person is held accountable; and
(V) being listed as a dishonest person subject to enforcement by the people’s court due
to large amount of unliquidated mature debts.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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Where a company elects or appoints a director to which any of the above circumstances
applies, such election, appointment or designation shall be invalid. A director to which any of
the above circumstances applies during his/her term of office shall be released of his/her duties
by the Company.
In addition, the Guidelines for Articles of Association of Listed Companies further
stipulates other circumstances under which a person is disqualified from acting as a director of
a company, including: (1) a person who has been banned from the securities market by the
CSRC where the relevant period remains unexpired; or (2) a person who is banned from doing
so in accordance with other laws, administrative regulations or departmental rules.
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 approval of more than half
of all the directors. The chairman shall convene and preside over board meeting 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.
The Audit Committee
Under the PRC Company Law, where a joint stock limited company does not have the
Board of Supervisor, the Audit Committee shall be composed of at least 3 members, and more
than half of the members shall not assume any position other than the director in the company
and shall not have any relationship with the company that may affect their independent and
objective judgments.
Among the members of the Board of Directors of the company, an employees’
representative may become a member of the Audit Committee. A resolution made by the Audit
Committee shall be adopted by more than half of the members thereof. For voting on a
resolution of the Audit Committee, each member shall have one vote. The discussion methods
and voting procedures of the Audit Committee shall be prescribed in the Articles of
Association, unless it is otherwise provided for by the PRC Company Law.
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 shall be
responsible to the Board of Directors and exercise his/her functions and powers according to
the Articles of Association or the authorization of the Board of Directors. The manager shall
attend the meeting of the Board of Directors as a non-voting member.
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--- page 565 ---
According to the relevant provisions of the PRC Company Law, senior management refers
to the manager, deputy manager, financial officer, secretary to the Board of Directors of a listed
company and other personnel as stipulated in the Articles of Association.
Duties of Directors, General Managers and Other Senior Management
Directors and senior management shall comply with laws, administrative regulations and
the Articles of Association.
Directors and senior management shall assume the obligation of loyalty to the company
and take measures to avoid the conflict between their own interests and those of the company
and may not seek any improper interests by taking advantage of their powers. The directors and
senior management shall assume the duty of diligence to the company. When performing their
duties, they shall, for the best interests of the company, exercise the reasonable care that shall
be generally possessed by a manager.
The provisions of the preceding paragraphs shall apply to the controlling shareholder or
actual controller of a company who does not serve as a director but actually executes the affairs
of the company.
In the meantime, directors and senior management are prohibited from:
(I) embezzling the property or misappropriating the funds of the company;
(II) depositing company funds into accounts under their own names or the names of
other individuals;
(III) giving bribes or accepting any other illegal proceeds by taking advantage of his/her
power;
(IV) accept commissions from transactions between others and the company for their
own benefits;
(V) unauthorized divulgence of confidential information of the company; and
(VI) other acts in violation of their duty of loyalty to the company.
A director or senior management who contravenes laws, administrative regulations 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 or senior management is required to attend a shareholders’ meeting, such
director or senior management shall attend the meeting and answer the inquiries from
shareholders. The Audit Committee may demand the directors or senior management to submit
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-18 –


--- page 566 ---
reports on the performance of their duties. The directors and senior management shall
truthfully provide relevant information and materials to the Audit Committee, none of them
may impede the exercise of powers by the Audit Committee or Audit Committee Members.
Where the directors and senior management violate laws, administrative regulations or
the Articles of Association in 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 Audit Committee
to initiate proceedings in the people’s court.
Upon receipt of shareholders’ written request stipulated in the preceding paragraph, if the
Audit 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 the lawful interests of the company resulting in loss to the company, the
aforementioned shareholder(s) may institute litigation at a people’s court in accordance with
the procedure described above. Where any director or senior management violates the
provisions of laws, administrative regulations or the Articles of Association, damaging
interests of shareholders, the shareholders may file a lawsuit with the people’s court.
If a director or senior management of a wholly-owned subsidiary of the company violate
laws, administrative regulations or the Articles of Association in performance of duties to the
company, thereby causing damages to the company, or if the legitimate rights and interests of
a wholly-owned subsidiary of the company are impaired by any other person, thus causing any
losses, the shareholders of a limited liability company or shareholders of a joint stock limited
company individually and jointly holding 1% or more of the total shares of the company for
180 consecutive days or more may request the Audit Committee or the Board of Directors of
the wholly-owned subsidiary in written form to initiate a lawsuit in the people’s court or
directly files a lawsuit with the people’s court in their own name.
Finance, Accounting and Profit Distribution
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 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 shareholder’s
meeting. A joint stock limited company that makes public stock offerings shall announce its
financial and accounting reports.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 567 ---
When distributing each year’s after-tax profits, the company shall set aside 10% of its
after-tax profits 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 after-tax profits, it may, upon passing a resolution at a
shareholders’ meeting, make further allocations from its after-tax profits to the discretionary
common reserve fund. After the company has made up its losses and made allocations to its
discretionary common reserve fund, the remaining after-tax profits 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.
Profit shall not be distributed for a company’s shares held by this company.
Where a company distributes profits to shareholders in violation of the relevant
provisions of the PRC Company Law, the shareholders shall refund the profits distributed to
the company, and the shareholders and the liable directors and senior management shall be held
liable for compensation if any loss is caused to the company.
If the shareholders’ meeting resolves to distribute profits, the Board of Directors shall do
so within six months after the resolution is made.
The premiums received by a company from the issuance of shares at an issue price in
excess of the par value of the shares, the amount of share proceeds from the issuance of no-par
shares that have not been credited to the registered capital, and other items required by the
financial department of the State Council to be included in the capital reserve shall be
classified as the capital reserve of the company.
The reserve of a company shall be used for making up losses, expanding the production
and business scale or increasing the registered capital of the company. Where the reserve of a
company is used for making up losses, the discretionary reserve and statutory reserve shall be
firstly used. If losses still cannot be made up, the capital reserve can be used according to the
relevant provisions. Where the statutory reserve is converted to increase registered capital, the
amount of such reserve retained shall not be less than 25% of the registered capital of the
company prior to the conversion.
The company shall have no accounting books other than the statutory books. The
company’s funds shall not be deposited in any account opened under the name of an individual.
After a company reduces its registered capital in accordance with the provisions of the
PRC Company Law, it shall not distribute profits until the accumulated amount of statutory
reserve and discretionary reserve reaches 50% of the company’s registered capital.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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--- page 568 ---
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 by shareholders at a
shareholders’ meeting, the Board of Directors or the Audit 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 Audit 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 accounting firm engaged by the company without any refusal or withholding
or misrepresentation of information.
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. According to the Guidelines
for the Articles of Association of Listed Companies, if the amendments to the Articles of
Association approved by the resolution of the shareholder’s meeting of shareholders are subject
to approval by the competent authority, they must be reported to the competent authority for
approval; if they involve company registration matters, the modification registrations shall be
handled according to law. Where the amendments to the Articles of Association belong to
information required to be disclosed by laws and regulations, such amendments 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 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
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 569 ---
(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 any of the situations as mentioned in the preceding paragraph arises, a company shall
publicize the situations through the National Enterprise Credit Information Publicity System
within ten days.
Where a company falls under the circumstance as mentioned in Items (I) or (II) of the
paragraph above and it has not distributed the assets to its shareholders yet, it may survive by
modifying its articles of association or upon a resolution of the shareholders’ meeting.
To modify its articles of association or make a resolution of the shareholders’ meeting
according to the provisions of the preceding paragraph, the consent of two thirds or more of
the voting rights of the shareholders who attend the meeting of the shareholders’ meeting is
required.
Where the company is dissolved under the circumstances set forth in item (I), (II), (IV)
or (V) above, it shall be liquidated. The directors, who are the liquidation obligors of the
company, shall form a liquidation group to carry out liquidation within 15 days from the date
of occurrence of the cause of dissolution. The liquidation group shall be composed of the
directors, unless it is otherwise provided for in the company’s Articles of Association or it is
otherwise elected by the shareholders’ meeting.
The liquidation obligors shall be liable for compensation if they fail to fulfill their
obligations of liquidation in a timely manner, and thus any loss is caused to the company or
the creditors.
The liquidation committee may exercise following powers during the liquidation:
(I) to verify the Company’s assets and to prepare a balance sheet and an inventory of
assets;
(II) to inform creditors by notice or announcement;
(III) to deal with and settle any outstanding business of the company;
(IV) to pay all outstanding taxes and the taxes arising during the liquidation process;
(V) to settle claims and debts;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 570 ---
(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 within 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.
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.
Where the liquidation group finds that the property of the company are not sufficient for
paying off the debts after liquidating the property of the company and preparing a balance sheet
and an inventory of property, it shall file an application to a people’s court for bankruptcy
liquidation. After the people’s court accepts the application for bankruptcy, the liquidation
group shall hand over the liquidation matters to the bankruptcy administrator designated by the
people’s court.
The members of the liquidation group performing their duties of liquidation are obliged
to loyalty and diligence. Any member of the liquidation group who neglects to fulfill his/her
liquidation duties, thus causing any loss to the company shall be liable for compensation, and
any member of the liquidation group who cause any loss to any creditor due to his/her
intentional or gross negligence shall be liable for compensation.
Upon completion of the liquidation of the company, the liquidation group shall produce
a liquidation report, report the same to the shareholders’ meeting or the people’s court for
confirmation, and submit the same to the company registration authority to apply for
deregistration of the company.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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– IV-23 –


--- page 571 ---
Where, during the period of survival, a company has not incurred any debts or has paid
off all the debts, the company may, upon a commitment of all the shareholders, be deregistered
under the summary procedures according to the relevant provisions. The deregistration of a
company under the summary procedures shall be announced through the National Enterprise
Credit Information Publicity System for a period of no less than 20 days. If there is no
objection after the expiry of the announcement period, the company may apply for
deregistration of the company with the company registration authority within 20 days.
For a company deregistered under the summary procedures, its shareholders shall be
jointly and severally liable for the debts incurred before the deregistration if they have made
an untrue commitment.
Where, after three years since the business license of a company is revoked, or the
company is ordered to close down or is revoked, the company fails to apply for its
deregistration with the company registration authority, the said authority may announce the
company’s deregistration through the National Enterprise Credit Information Publicity System
for a period of no less than 60 days. If there is no objection after the announcement period
expires, the company registration authority may deregister the company. Such deregistration of
a company will not affect the liability of the original shareholders or liquidation obligors.
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.
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 prohibition 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;
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 572 ---
(III) the domestic company and its controlling shareholder(s), 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 actual controllers.
In addition, under the Overseas Listing Trial Measures, where a PRC domestic company
submits an application for 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 of control;
(II) being subject to investigation, punishment, or other measures by overseas securities
regulatory authorities or the relevant competent authorities;
(III) change of the listing status or transfer of listing board;
(IV) voluntary or compulsory termination of listing.
Pursuant to the Provisions on Strengthening Confidentiality and Archives Administration
Concerning Overseas Securities Offerings and Listings by Domestic Enterprises, 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 authorities, 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.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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--- page 573 ---
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 or
on the National Enterprise Credit Information Publicity System within 30 days. A creditor may,
within 30 days of receipt of the notification, or within 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. 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 or on the National Enterprise
Credit Information Publicity System within 30 days. The liabilities of the company which have
accrued prior to the division shall be jointly borne by the separated companies, unless
otherwise stipulated in the agreement in writing entered into by the company with creditors in
respect of the settlement of debts prior to division.
The PRC Securities Law, 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 authorities and reformed the CSRC.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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--- page 574 ---
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 and trading of
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 Securities Law of the PRC () (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 enterprises issuing shares overseas
directly or indirectly or listing their shares overseas shall 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).
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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– IV-27 –


--- page 575 ---
Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC
against a party who 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 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 New Y ork Convention
to the recognition and enforcement of arbitral awards made in the 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 arbitral authorities of
mainland China 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
the mainland China finds that enforcement in the mainland China of the ruling made by the
Hong Kong arbitral authority will violate public interests of the mainland China, execution of
the ruling may not be enforced.
SUMMARY OF MATERIAL DIFFERENCES BETWEEN HONG KONG AND THE PRC
COMPANY LA W
As a joint stock limited company established in the PRC that is seeking an initial listing
of shares on the Stock Exchange, we are governed by the PRC Company Law and all other
rules and regulations promulgated pursuant to the PRC Company Law.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-28 –


--- page 576 ---
Set out below is a summary of certain material differences between Hong Kong company
law 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 an exhaustive comparison.
Corporate Existence
According to the PRC Company Law, a joint stock limited company may be incorporated
by promotion or raising.
Share Capital
Under the PRC Securities Law, an application for listing shall comply with the listing
rules of the stock exchange.
According to the PRC Company Law, a shareholder may make capital contributions in
currency, or in kind, intellectual property, land use right, stock rights, creditor’s rights or other
non-monetary property that may be assessed in currency and transferred according to law,
except the property that may not be used as capital contributions according to any law or
administrative regulation. The non-monetary property as capital contributions shall be assessed
and verified, which may not be overvalued or undervalued. If there are provisions on the
assessment of value in any law or administrative regulation, such provisions shall prevail.
Restrictions on Shareholding and Transfer of Shares
Under the PRC law, the unlisted shares, which are denominated and subscribed for in
Renminbi, can only be subscribed for and traded by PRC investors, qualified overseas
institutional investors or qualified overseas strategic investors. Overseas listed shares, which
are denominated in Renminbi and subscribed for in a foreign currency, may only be subscribed
for, and traded by, investors from countries and regions outside the PRC or other qualified PRC
institutional investors. If the H Shares are eligible securities under the Southbound Trading
Link, they are also available for subscription and trading by domestic investors in the PRC
pursuant to the rules and restrictions of Shanghai-Hong Kong Stock Connect or Shenzhen-
Hong Kong Stock Connect.
According to the PRC Company Law, the shares issued before a company makes a public
offering of shares shall not be transferred within 1 year as of the day when the stocks of the
company are listed and traded on the stock exchange. Where it is otherwise provided for in any
law, administrative regulation or by the securities regulatory authority of the State Council for
the transfer of shares held by the shareholders or actual controllers of a listed company, such
provisions shall prevail. The directors and senior management of the company shall declare to
the company the shares they hold and the changes thereof. During the term of office as
determined when they assume the posts, the shares transferred each year shall not exceed 25%
of the total shares they hold of the company. The shares of the company held by them shall not
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-29 –


--- page 577 ---
be transferred within 1 year as of the day when the stocks of the company are listed and traded
on the stock exchange. Any of the aforesaid persons shall not transfer the shares of the
company held within six months after he/she leaves office. Any other restrictions on the
transfer of company shares held by directors or senior executives may be specified in the
articles of association.
Notice of Shareholders’ Meeting
According to the PRC Company Law, notice of annual shareholder’s meeting must be
given not less than 20 days before the meeting, while notice of an interim shareholders’
meeting must be given not less than 15 days before the meeting.
Quorum for Shareholder’s Meeting
The PRC Company Law does not specify any quorum requirement for a shareholder’s
meeting.
Voting at Shareholder’s Meeting
According to the PRC Company Law, a resolution made by the shareholders’ meeting
shall be adopted by the shareholders representing more than half of the voting rights.
A resolution made by the shareholders’ meeting on modifying the articles of association,
increasing or decreasing the registered capital, as well as merger, division, dissolution or
change of corporate form of the company shall be adopted by the shareholders representing
more than two thirds of the voting rights.
Variation of Class Rights
According to the PRC Company Law, where any of the matters occurs to a company that
issues classified shares and may affect the rights of the classified shareholders, it shall not only
be decided by the shareholders’ meeting, but also be adopted by shareholders representing two
thirds or more of the voting rights who are present at the classified shareholders’ meeting.
Directors
According to the PRC Company Law, where any director directly or indirectly concludes
a contract or conducts a transaction with his/her company, he/she shall report the matters
relating to the conclusion of the contract or transaction to the board of directors or
shareholders’ meeting, which shall be subject to the resolution of the board of directors or
shareholders’ meeting according to the articles of association. Where any of the near relatives
of the directors, or any of the enterprises directly or indirectly controlled by the directors, or
any of their near relatives, or any of the related parties who has any other related-party
relationship with the directors, concludes a contract or conducts a transaction with the
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
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--- page 578 ---
company, the aforesaid provisions shall apply. Where a director is removed prior to the
expiration of term of office without any justifiable reason, the director may require the
company to make compensation.
The PRC Company Law, unlike the Companies Ordinance, does not contain any
requirements relating to the declaration of directors’ interests in material contracts, restrictions
on directors’ authority in making major dispositions, restrictions on companies providing
certain benefits to directors and guarantees in respect of directors’ liability and prohibitions
against compensation for loss of office without shareholders’ approval.
Derivative Action by Minority Shareholders
According to the PRC Company Law, where any director other than members of the Audit
Committee or senior management violates any law, administrative regulation or the articles of
association during the performance of duties and causes any loss 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 Audit Committee to initiate proceedings in the
people’s court. If the Audit Committee Members violate the relevant provisions of the
Company Law, the above shareholders may request in writing the board of directors to initiate
litigation at the people’s court. Upon receipt of such written request from the shareholders, if
the Audit Committee or the board of directors refuses to initiate such proceedings, or has not
initiated proceedings within 30 days upon receipt of the request, or if under urgent situations,
failure of initiating immediate proceeding 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 people’s court in their own name.
Protection of Minorities
The PRC Company Law provides that where a company meets any serious difficulty in
its operation or management, and the interests of its shareholders will be subject to heavy loss
if the company survives, which cannot be solved by any other means, the shareholders who
hold 10% or more of the voting rights of the company may request the people’s court to
dissolve the company.
The Guidelines for the Articles of Association of Listed Companies also provide other
remedies against the directors and senior management who breach their duties to the company.
In addition, as a condition to the listing of shares on the Stock Exchange, each director of a
joint stock limited company is required to give an undertaking in favor of the company acting
as agent for the shareholders. This allows minority shareholders to take action against directors
of the company in default.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-31 –


--- page 579 ---
Financial Disclosure
According to the PRC Company Law, a joint stock limited company is required to make
available at the company for inspection by shareholders its financial report 20 days before its
annual shareholders’ meeting. In addition, a joint stock limited company which has publicly
offering Shares should publish its financial report.
According to the PRC Company Law, a company shall at the end of each accounting year
prepare a financial report which shall be audited by the accounting firm in accordance with the
laws.
Information on Directors and Shareholders
The PRC Company Law gives shareholders the right to inspect and copy the Articles of
Association, minutes of the shareholders’ meeting, resolutions of meetings of the board of
directors and financial and accounting reports.
Corporate Reorganization
According to the PRC Company Law, the merger, demerger, dissolution or change to the
forms of a joint stock limited company has to be approved by shareholders at shareholder’s
meeting.
Statutory Deductions
According to the PRC Company Law, a company shall draw 10% of the profits as its
statutory reserve fund before it distributes any profits after taxation. When the aggregate
amount of the company’s statutory reserve fund reaches 50% of the company’s registered
capital, the company may no longer make allocations from the statutory reserve fund. After a
company has made an allocation to its statutory reserve fund from its after-tax profit, it may
make an allocation to its discretionary reserve fund from its after-tax profit upon a resolution
approved at the shareholders’ meeting.
Remedies of Company
According to the PRC Company Law, if a director 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 or senior management should
be responsible to the company for such damages.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
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--- page 580 ---
Dividend
Under the PRC Company Law, the residual after-tax profits after a company has made up
its losses and accrued reserve shall be distributed by the company in proportion to the shares
held by its shareholders, except as otherwise provided for in the articles of association.
Fiduciary Duties
Under the PRC Company Law, directors, managers and other senior management
personnel of a company have the duty of loyalty and diligence to the company. Such persons
shall abide by the articles of association of the company, perform their duties honestly and
diligently, safeguard the interests of the company, and shall not use their position and authority
in the company for their personal gain.
Closure of Register of Members
According to the PRC Company Law, the register of shareholders shall not be modified
within 20 days before any shareholders’ meeting is held, or within 5 days prior to the
benchmark date decided by the company for the distribution of dividends. Where it is otherwise
provided for in any law, administrative regulation or by the securities regulatory authority of
the State Council for the modification of the register of shareholders of a listed company, such
provisions shall prevail.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND
REGULATORY PROVISIONS
– IV-33 –


--- page 581 ---
This Appendix sets out summaries of the main clauses of our Articles of Association
adopted on April 8, 2025 which shall become effective as at the date on which the H shares are
listed on the Stock Exchange. As the main purpose of this appendix is to provide potential
investors with an overview of the Articles of Association, it may not necessarily contain all
information that is important to potential investors. As discussed in the appendix headed
“Appendix VII — Documents Delivered to the Registrar of Companies in Hong Kong and
available on Display,” the full document of the Articles of Association is available on display.
DIRECTORS AND BOARD OF DIRECTORS
Power to allocate and issue Shares
The Articles of Association contain clauses that authorize the Board of Directors to issue
shares. The Shareholders’ Meeting of our Company may authorize the Board of Directors to
decide on the issuance of not more than 50% of the issued shares within 3 years. However, if
the capital contribution is made at the price of non-monetary property, it shall be resolved by
the Shareholders’ meeting.
Power to dispose assets of our Company or any subsidiary
The Board of Directors shall determine the authority of external investment, acquisition
and sale of assets, asset mortgage, external guarantee matters, entrusted financial management,
connected transactions, and establish strict review and decision-making procedures; major
investment projects shall be reviewed by relevant experts and professionals and reported to the
Shareholders’ Meeting for approval.
Compensation or payments for loss of office
There are no provisions in the Articles of Association relating to compensation or
payments for loss of office.
Loans to Directors
There are no provisions in the Articles of Association relating to loans to directors.
Provision of financial assistance for acquiring the Shares of the Company or shares of any
subsidiary
There are no provisions in the Articles of Association relating to provide financial
assistance for acquiring the Shares of the Company or shares of any subsidiary, unless for the
purpose of Company’s equity incentive plan(s) and employee shareholding schemes.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-1 –


--- page 582 ---
Disclosure of interests in contracts with the Company or any subsidiary
Directors shall not conclude any contract or engage in any transaction with the Company
either in violation of the Articles of Association or without the approval of the Shareholder’s
Meeting and Board of Directors.
Remuneration
The appointment and removal of the members of the Board of Directors as well as their
remuneration and payment methods, shall be adopted by the Shareholders’ Meeting by ordinary
resolution.
Retirement, appointment, removal
The Board of Directors is composed of no less than seven Directors. The Directors of the
Company are elected by the Shareholders’ Meeting. At any time, the Board of Directors should
have more than one-third independent non-executive directors, and the total number of
independent non-executive directors should not be less than three.
The Board of Directors has one chairman. The chairman of the Board of Directors shall
be elected by more than half of all Directors.
Directors serve three-year terms, and the Director can be re-elected and reappointed at the
end of the term. The term of office of a Director shall be calculated from the date of
appointment until the expiration of the term of office of the current Board of Directors. If the
term of office of a Director expires without timely re-election, the original Director shall still
perform the duties of a Director in accordance with laws, administrative regulations,
departmental rules, regulatory rules of the place where the Company’s shares are listed (“ the
Listing Place Rules ”) and the provisions of these Articles of Association before the newly
elected Director takes office.
The Articles of Association do not contain provisions regarding the shareholding
qualification and age limit for Directors.
None of the following persons shall serve as our Director:
(I) a person who has no capacity for civil conduct or having limited capacity for civil
conduct;
(II) a person who has been sentenced to criminal punishment for corruption, bribery,
encroachment on property, misappropriation of property or sabotage of the order of
the socialist market economy, and less than five years have elapsed since the
completion of the sentence, or having been deprived of his/her political rights as a
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-2 –


--- page 583 ---
result of a criminal conviction and five years have not elapsed since the date on
which execution of the sentence was completed, two years have not yet elapsed from
the date on which the probationary period of probation has expired;
(III) a person who has served as a Director, factory chief, or manager of an insolvent and
liquidated company or enterprise and is held personally liable for such bankruptcy,
and three years have not elapsed since the date when the insolvency and liquidation
of the company or enterprise is completed;
(IV) a person who has served as the legal representative of a company or enterprise
whose business license has been revoked or ordered to close down due to any
violation of law, and is held personally liable for the revocation, and three years
have not elapsed since the date when the revocation occurs;
(V) a person who is listed by the people’s court as a judgment defaulter because the
amount of debt he bears is relatively large and the debt is not paid off when it is due;
(VI) a person who has been prohibited from entering the securities market by the CSRC,
and the time limit has not expired;
(VII) other contents stipulated by laws, administrative regulations, departmental rules, or
the Listing Place Rules.
The election, appointment or employment of the Directors shall be invalid if such
election, appointment or employment is against the Articles of Association. If a Director falls
into the situations provided in the above-mentioned situations during his/her term of office, the
company shall remove him/her from his/her position.
Borrowing Powers
The Board of Directors shall be entitled to make resolutions for our Company to issue
bonds and its Shares under the authorization of Shareholders’ Meeting.
Powers of the Board of Directors
The Board of Directors shall exercise the following functions and powers:
(I) to convene Shareholders’ Meeting and report to the Shareholders’ Meeting;
(II) to implement resolutions of the Shareholders’ Meeting;
(III) to decide on our Company’s business plans and investment plans;
(IV) to formulate our Company’s profit distribution plans and plans on making up losses;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-3 –


--- page 584 ---
(V) to formulate proposals for the increase or reduction of our Company’s registered
capital, the issuance of bonds or other securities of our Company and listing of
Shares of our Company;
(VI) to formulate plans for the company’s major acquisitions and disposals, repurchase
of the company’s shares, mergers, divisions, dissolution, or changes in corporate
form;
(VII) to make a resolution on external investment, acquisition and sale of assets, asset
mortgage, external guarantee matters, entrusted financial management, connected
transactions and external donations as authorized by the Shareholders’ Meeting;
(VIII) to decide on establishment of internal management organs of our Company;
(IX) to decide on the appointment or dismissal of our Company’s general manager and
secretary of the Board and other senior management personnel, and decide on their
remuneration, rewards and punishments; to decide to appoint or dismiss our
Company’s deputy general manager, financial director and other senior management
personnel according to the nomination of the general manager, and decide on their
remuneration, rewards and punishments;
(X) to formulate the basic management system of our Company;
(XI) to formulate proposals to amend the Articles of Association;
(XII) to propose to the Shareholders’ Meeting the appointment or replacement of the
accounting firm that provides audit service to our Company;
(XIII) to listen to the work report of the general manager of the company and inspect the
work of the general manager;
(XIV) other powers stipulated by laws, administrative regulations, departmental rules, the
Listing Place Rules, the Articles of Association, or powers granted by Shareholders’
Meeting.
Matters beyond the scope of authorization of the Shareholders’ Meeting shall be
submitted to the Shareholders’ Meeting for deliberation.
Secretary of the Board of Directors
Our Company shall establish a secretary to the Board of Directors, responsible for the
preparation of our Company’s Shareholders’ Meeting and Board of Directors’ meeting,
retention of documents, management of our investor relations and our Company’s Shareholder
materials.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-4 –


--- page 585 ---
ALTERNATIONS TO CONSTITUTIONAL DOCUMENTS
In any of the following circumstances, the Company shall amend its articles of
association:
(I) after the revision of the PRC Company Law or relevant laws, administrative
regulations and the Listing Place Rules, the matters stipulated in the Articles of
Association are in conflict with the provisions of the amended laws, administrative
regulations and the Listing Place Rules;
(II) the situation of the Company changes and is inconsistent with the matters recorded
in the articles of association;
(III) the Shareholders’ Meeting has decided to amend the articles of association.
If the amendment of the articles of association approved by the Shareholders’ Meeting
resolution requires approval by the competent authority, it must be submitted to the competent
authority for approval; if it involves Company registration matters, change registration shall be
handled in accordance with the law.
The Board of Directors shall amend the Articles of Association in accordance with the
resolution of the Shareholders’ Meeting and the approval opinions of relevant competent
authorities.
The amendment of the Articles of Association constitutes to the information required to
be disclosed by laws and regulations and shall be announced in accordance with regulations.
SPECIAL RESOLUTIONS — MAJORED REQUIRED
The resolutions of the Shareholders’ Meeting are categorized as ordinary resolutions and
special resolutions. An ordinary resolution shall be adopted by a simple majority of the votes
held by the Shareholders (including proxies) attending the Shareholders’ Meeting. A special
resolution shall be adopted by a two-thirds majority of the votes held by the Shareholders
(including proxies) attending the Shareholders’ Meeting.
VOTING RIGHTS (GENERALLY AND ON A POLL)
Shareholders (including proxy) shall exercise their voting rights according to the number
of voting Shares they represent, and each Share shall have one vote.
Any Shareholder who, in accordance with the Listing Place Rules, is required to waive
their voting rights or is limited to only casting affirmative or negative votes on a certain matter
shall waive their voting rights in accordance with the provisions. Any Shareholder vote or
representative vote that violates relevant regulations or restrictions will not be counted in the
voting results.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-5 –


--- page 586 ---
The Shares held by the Company do not have voting rights, and these Shares are not
included in the total number of Shares with voting rights present at the Shareholders’ Meeting.
When the Shareholders’ Meeting deliberates on related transactions, affiliated
Shareholders shall not participate in voting.
The Shareholders’ Meeting adopts a registered voting method. The same voting right can
only choose one of on-site, online or other voting methods. In case of repeated voting with the
same voting right, the first voting result shall prevail.
Shareholders attending the Shareholders’ Meeting shall express one of the following
opinions on the proposal submitted for voting: affirmative, negative or abstention.
Where any ballot is not completed in full, is completed incorrectly or unintelligibly, or
has no vote recorded, the voter shall be deemed to have waived his voting rights and the voting
result for his shares shall be deemed as an “abstention”.
The Articles of Association do not contain provisions regarding variation of rights of
existing shares or classes of shares.
REQUIREMENTS FOR ANNUAL SHAREHOLDERS’ MEETING
The Shareholders’ Meeting are divided into annual Shareholders’ Meeting and
extraordinary Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened
once a year and be held within six months of the end of the previous fiscal year.
ACCOUNTING AND AUDITS
Financial and accounting policies
The Company formulates its financial and accounting system in accordance with laws,
administrative regulations, the Listing Place Rules and the provisions of the Chinese
accounting standards.
The Company shall prepare a financial report at the end of each fiscal year, which shall
be reviewed and verified in accordance with the law.
The Company shall not establish other accounting books except for statutory accounting
books. The assets of the Company shall not be deposited in any account opened in the name
of any individual.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-6 –


--- page 587 ---
Appointment and Dismissal of Accountants
The Company engages accounting firms that comply with the provisions of the Securities
Law and the Listing Place Rules to conduct accounting statement auditing, net asset
verification, and other related consulting services. The term of employment is one year and can
be renewed. The appointment of an accounting firm by the Company must be decided by a
majority of Shareholders at the Shareholders’ Meeting, and the Board of Directors shall not
appoint an accounting firm before the decision is made at the Shareholders’ Meeting. The
Company guarantees to provide the accounting firm it engages with true and complete
accounting vouchers, accounting books, financial accounting reports, and other accounting
materials, and shall not refuse, conceal, or falsely report.
The remuneration of an accounting firm or the method of determining remuneration shall
be determined by the Shareholders’ Meeting. When the Company dismisses or no longer
renews the appointment of an accounting firm, the Shareholders’ Meeting shall make a decision
and notify the accounting firm 10 days in advance. When the Company’s Shareholders’
Meeting votes on the dismissal of an accounting firm, the accounting firm is allowed to state
its opinions. If the accounting firm proposes to resign, it shall explain to the Shareholders’
Meeting whether the Company has any improper circumstances.
NOTICE AND AGENDA OF GENERAL SHAREHOLDERS’ MEETING
The Shareholders’ Meeting is the organ of authority of the Company. The Company shall
convene an extraordinary Shareholders’ Meeting within two months from the date of the fact:
(I) the number of Directors is less than two-thirds of the number specified in the PRC
Company Law or the Articles of Association;
(II) where the Company’s unfunded losses reach one-third of the total Share capital paid
in;
(III) where the Shareholder(s) who individually or jointly hold no less than 10% of the
Company’s Shares (excluding Treasury Shares) request(s) holding of such a
meeting;
(IV) when deemed necessary by the Board of Directors;
(V) in other circumstances stipulated by laws, administrative regulations, departmental
rules, the Listing Place Rules, or the Articles of Association.
The Audit Committee has the right to propose the convening of an extraordinary
shareholders’ meeting to the Board of Directors, and such proposal shall be made in writing.
Pursuant to applicable laws, administrative regulations and the Company’s Articles of
Association, the Board of Directors shall provide written feedback indicating its approval or
disapproval of convening the shareholders’ meeting within 10 days upon receipt of the
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-7 –


--- page 588 ---
proposal. If the Board of Directors disapproves the convening of the shareholders’ meeting, or
fails to provide feedback within 10 days upon receipt of the request, it shall be deemed that the
Board of Directors refuses to convene and preside over the meeting, and the Audit Committee
may convene and preside over the meeting on its own authority.
Shareholders who individually or collectively hold 10% or more of the Company’s Shares
have the right to request the convening of an extraordinary Shareholders’ Meeting from the
Board of Directors and shall submit it in writing to the Board of Directors. The Board of
Directors shall, in accordance with laws, administrative regulations and the Articles of
Association, provide written feedback on whether to agree or disagree with the convening of
an extraordinary Shareholders’ Meeting within ten days after receiving the request. If the Board
of Directors agrees to convene an extraordinary Shareholders’ Meeting, it shall issue a notice
of convening the Shareholders’ Meeting within five days after making the Board resolution.
Any changes to the original request in the notice shall be subject to the consent of the relevant
Shareholders. If the Board of Directors does not agree to convene an extraordinary
Shareholders’ Meeting or fails to provide feedback within ten days after receiving the request,
Shareholders who individually or collectively hold 10% or more of the Company’s Shares have
the right to propose to the Audit Committee to convene an extraordinary Shareholders’ Meeting
and shall submit a request in writing to the Audit Committee. If the Audit Committee agrees
to convene an extraordinary Shareholders’ Meeting, it shall issue a notice of convening the
Shareholders’ Meeting within five days after receiving the request. Any changes to the original
proposal in the notice shall be approved by the relevant Shareholders. If the Audit Committee
fails to issue a notice of the Shareholders’ Meeting within the prescribed period, it shall be
deemed that the Audit Committee has not convened and presided over the Shareholders’
Meeting. Shareholders who individually or collectively hold 10% or more of the Company’s
Shares for more than 90 consecutive days may convene and preside over the Shareholders’
Meeting on their own.
The Company holds a Shareholders’ Meeting, and the Board of Directors, Audit
Committee, and Shareholders who individually or jointly hold more than 1% of the Company’s
Shares have the right to submit proposals to the Company. Shareholders who individually or
collectively hold more than 1% of the Company’s Shares may submit temporary proposals and
submit them in writing to the convener ten days prior to the convening of the Shareholders’
Meeting. The convener shall issue a supplementary notice of the Shareholders’ Meeting within
two days after receiving the proposal, announcing the content of the temporary proposal.
Except for the circumstances specified in the preceding paragraph, the convener shall not
modify the proposals listed in the notice of the Shareholders’ Meeting or add new proposals
after issuing the notice of the Shareholders’ Meeting. Proposals that are not listed in the notice
of the Shareholders’ Meeting or do not comply with the provisions of the Articles of
Association shall not be voted on and a resolution shall not be made by the Shareholders’
Meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-8 –


--- page 589 ---
The convener will notify all Shareholders by announcement 20 days before the annual
Shareholders’ Meeting is held, and the extraordinary Shareholders’ Meeting will notify all
Shareholders by announcement 15 days before the meeting is held. The notice of the
Shareholders’ Meeting shall be in writing and include the following contents:
(I) the time, location, and duration of the meeting;
(II) submit matters and proposals for review at the meeting;
(III) clearly state in writing that all Shareholders have the right to attend the
Shareholders’ Meeting and may appoint a proxy in writing to attend and vote at the
meeting. The proxy does not need to be a Shareholder of the Company;
(IV) share registration date of the Shareholders entitled to attend the Shareholders’
Meeting;
The interval between the share registration date and the date of the meeting shall
comply with the Listing Place Rules. Once the share registration date is confirmed,
it may not be changed; if it needs to be changed, the procedures stipulated in the
Listing Place Rules must be followed.
(V) name and phone number of the permanent contact person for conference affairs;
(VI) online or other voting time and voting procedure;
(VII) other requirements stipulated by laws, administrative regulations, departmental
rules, the Listing Place Rules, and the Articles of Association.
The resolutions of the Shareholders’ Meeting are divided into ordinary resolutions and
special resolutions.
The following matters shall be passed by ordinary resolution at the Shareholders’
Meeting:
(I) appointment or dismissal of the members of the Board of Directors and formulate
their salary plans;
(II) work reports of the Board of Directors;
(III) to review and approve the profit distribution plan and loss recovery plan;
(IV) other matters other than those required by laws, administrative regulations, the
Listing Place Rules, or the Articles of Association to be passed through special
resolutions.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-9 –


--- page 590 ---
The following matters shall be passed by special resolution of the Shareholders’ Meeting:
(I) the increase or decrease in registered capital of the company;
(II) the divisions, mergers, dissolutions, liquidations;
(III) the amendment to the Articles of Association;
(IV) the aggregate amount of the company’s acquisitions or disposals of material assets,
or guarantees provided to third parties within any twelve-month period exceeds 30%
of the total audited assets reflected in the company’s latest financial statements;
(V) equity incentive plan;
(VI) change in corporate form;
(VII) other matters required by laws, administrative regulations, the Listing Place Rules
or the Articles of Association, as well as those determined by ordinary resolutions
of the Shareholders’ Meeting with significant impact on the Company, and which
require special resolutions to be passed.
TRANSFER OF SHARES
The Shares of our Company issued before the company’s public offering shall not be
transferred within one year from the date of listing and trading of the Company’s shares on the
stock exchange.
The Directors and senior management of our Company shall declare, to our Company,
information on their holdings of the Shares of our Company and the changes thereto. The
Shares transferrable by them during each year of their term of office shall not exceed 25% of
their total holdings of a single class of Shares of our Company. The Shares that they hold in
our Company shall not be transferred within one year from the date of listing and trading of
the Company’s shares. The aforesaid persons shall not transfer their Shares of our Company
within half a year from the date of their resignation.
If the Shares are pledged within the period of restriction on transfer stipulated by relevant
laws and regulations, the pledgee shall not exercise the pledge within the period of restriction
on transfer.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-10 –


--- page 591 ---
POWER OF THE COMPANY TO PURCHASE ITS OWN SHARES
The Company shall not acquire its own Shares. However, except for one of the following
situations:
(I) to reduce the registered capital of the Company;
(II) to merger with other companies holding Shares in the Company;
(III) to use Shares for employee shareholding schemes or as equity incentives;
(IV) to acquire the Shares of shareholders (upon their request) who vote against any
resolution adopted at any Shareholders’ Meeting regarding the merger or division of
the Company;
(V) to use the Shares to satisfy the conversion of the convertible corporate bonds into
Shares issued by the Company;
(VI) to safeguard corporate value and Shareholders’ interests as the Company deems
necessary;
(VII) other situations permitted by laws, administrative regulations, Listing Place Rules
and other relevant authorities such as the CSRC.
The Company may choose one of the following ways to purchase its shares:
(I) Centralized trading on Stock Exchanges;
(II) the manner of the offer;
(III) other ways permitted by laws, administrative regulations, the Listing Place Rules
and other methods recognized by the CSRC.
POWER OF ANY SUBSIDIARY OF THE ISSUER TO OWN SHARES IN ITS PARENT
The Company’s holding subsidiaries are not allowed to acquire the Company’s shares. If
a holding subsidiary of the Company holds shares of the Company due to the merger of the
Company, the exercise of pledge rights, etc., it shall not exercise the voting rights
corresponding to the shares it holds, and shall dispose of the shares of the Company in a timely
manner.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-11 –


--- page 592 ---
PROXIES
Any Shareholder who has the right to attend and vote at the Shareholders’ Meeting may
attend the meeting in person or entrust one or more persons (who may not be shareholders) as
their proxy to attend and vote on their behalf. The power of attorney issued by Shareholders
authorizing others to attend the Shareholders’ Meeting shall include the following contents:
(I) the name of the proxy;
(II) voting rights;
(III) respective instructions on affirmative, negative or abstention voting on each item for
consideration listed in the Shareholders’ Meeting’s agenda;
(IV) date of issuance and validity period of the power of attorney;
(V) signature (or seal) of the Shareholder; If the Shareholder is a corporate Shareholder,
the seal of the legal entity shall be affixed.
The power of attorney shall indicate the Shareholder’s proxy can vote according to its
own will if the Shareholder does not provide specific instructions.
CALLS ON SHARES AND FORFEITURE OF SHARES
There are no provisions in the Articles of Association relating to calls on Shares and
forfeiture of Shares of the Company.
INSPECTION OF REGISTER OF MEMBERS
Our Company establishes a register of members based on the vouchers provided by the
securities registration and settlement institution, which is sufficient evidence to prove that
shareholders hold our Company’s Shares. Shareholders shall enjoy rights and assume
obligations according to the types of Shares they hold. Shareholders holding the same type of
Shares shall have equal rights and assume the same obligations.
The transfer of Shares must be recorded in the register of members. In the register of
shareholders of overseas listed foreign shares, the original part of the register of shareholders
of holders of shares listed on the Hong Kong Stock Exchange shall be kept in Hong Kong.
When our Company convenes a Shareholders’ Meeting, distributes dividends, liquidates,
or engages in other activities that require confirmation of Shareholder identity, the Board of
Directors or the convener of the Shareholders’ Meeting shall determine the share registration
date. After the share registration date is closed, the registered Shareholders shall be the
Shareholders who enjoy the relevant rights and interests.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 593 ---
QUORUM FOR SHAREHOLDERS’ MEETING
There are no provisions in the Articles of Association relating to quorum for
Shareholders’ Meeting of the Company.
RIGHTS OF THE MINORITIES IN RELATION TO FRAUD OR OPPRESSION
THEREOF
If Directors and senior management personnel violate laws, administrative regulations, or
the provisions of the Articles of Association while performing their duties, causing losses to
our Company, Shareholders who individually or jointly hold more than 1% of our Company’s
Shares for more than 180 consecutive days have the right to request in writing that the Audit
Committee file a lawsuit with the people’s court; If the Audit Committee violates laws,
administrative regulations, or the provisions of the Articles of Association while performing its
duties, causing losses to our Company, the aforementioned Shareholders may request in writing
that the Board of Directors file a lawsuit with the people’s court. If the Audit Committee or the
Board of Directors refuses to file a lawsuit after receiving a written request from the
Shareholders specified in the preceding paragraph, or fails to file a lawsuit within 30 days from
the date of receiving the request, or if the situation is urgent and the failure to file a lawsuit
immediately will cause irreparable damage to our Company’s interests, the Shareholders
specified in the preceding paragraph have the right to directly file a lawsuit in their own name
to the people’s court for the benefit of our Company. If another person infringes on the
legitimate rights and interests of our Company and causes losses to our Company, Shareholders
who individually or jointly hold more than 1% of our Company’s Shares for more than 180
consecutive days may file a lawsuit with the people’s court in accordance with the provisions
of the preceding two paragraphs.
PROCEDURES ON LIQUIDATION
Under the PRC Company Law, a company shall be dissolved for any of the following
reasons:
(I) the expiration of the business term specified in these articles of association or the
occurrence of other dissolution reasons specified in the Articles of Association;
(II) the Shareholders’ Meeting resolves for dissolution;
(III) dissolution is required due to the merger or division of our Company;
(IV) the business license has been revoked, ordered to close down or dissolved in
accordance with the law; and
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 594 ---
(V) the Company is dissolved by a people’s court in response to the request of
Shareholders holding Shares that represent more than 10% of the voting rights of all
Shareholders, on the grounds that there are serious difficulties in the operation and
management of our Company and its continued existence will cause significant
losses to the interests of Shareholders, which cannot be resolved through other
means.
If our Company has the reasons for dissolution provided for in the preceding paragraph,
it shall publicize the reasons for dissolution through the national enterprise credit information
publicity system within 10 days.
The liquidation group shall notify creditors within 10 days of its establishment, and make
an announcement in a newspaper or the national enterprise credit information publicity system
within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from
the date of receiving the notice, or within 45 days from the date of announcement if they have
not received the notice.
When applying for creditor’s rights, creditors shall explain the relevant matters of the
creditor’s rights and provide proof materials. The liquidation committee shall register the
creditor’s rights. During the period of declaring creditor’s rights, the liquidation committee
shall not pay off the creditor.
After clearing our Company’s assets, preparing a balance sheet and inventory of assets,
the liquidation team shall formulate a liquidation plan and submit it to the Shareholders’
Meeting or the people’s court for confirmation. The remaining assets of our Company after
paying the liquidation expenses, employee salaries, social insurance expenses, and statutory
compensation, paying the outstanding taxes, and paying off our Company’s debts shall be
distributed by our Company according to the proportion of Shares held by Shareholders.
During the liquidation period, our Company exists but cannot carry out business activities
unrelated to liquidation. Our Company’s assets will not be distributed to Shareholders until
they have been paid off in accordance with the provisions of the preceding paragraph.
Upon liquidation of the Company’s property and preparation of the required statement of
financial position and inventory of assets, if the liquidation committee becomes aware that the
Company does not have sufficient assets 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 of
bankruptcy by the people’s court, the people’s court shall take over the administration of the
liquidation procedure from the liquidation committee.
After the liquidation of our Company is completed, the liquidation committee shall
prepare a liquidation report, submit it to the Shareholders’ Meeting or the people’s court for
confirmation, and submit it to our Company registration authority to apply for deregistration
of our Company, and announce the termination of our Company. Members of the liquidation
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-14 –


--- page 595 ---
committee shall perform their obligation in compliance with laws and shall have the duty of
loyalty and duty of care. Members of the liquidation committee are liable to indemnify the
company and its creditors in respect of any loss arising from their willful or gross negligence.
Liquidation of a company which is declared bankrupt according to laws shall be
processed in accordance with the laws on corporate bankruptcy.
OTHER PROVISIONS MATERIAL TO THE ISSUER OR THE SHAREHOLDERS
THEREOF
General Provisions
Our Company is a permanently existing joint stock limited company.
All the assets of our Company are divided into Shares of equal value. The Shareholders
are responsible for our Company to the extent of their subscribed Shares, and our Company is
responsible for our Company’s debts with all its assets.
From the effective date, this Articles of Association shall become a legally binding
document regulating the organization and behavior of our Company, the rights and obligations
between our Company and its Shareholders, and between Shareholders, and shall have legal
binding force on our Company, Shareholders, Directors and senior management.
Share and Transfer
In light of our Company’s operational and developmental needs, our Company may
increase its capital in accordance with the laws and regulations and subject to a resolution of
the Shareholders’ Meeting, by any of the following methods:
(I) a public offering of shares;
(II) a private placement of shares;
(III) allotment of bonus shares to existing shareholders;
(IV) conversion of reserve funds to share capital;
(V) other methods permitted by laws, regulations, and Listing Place Rules or approved
by CSRC and other competent authorities.
Our Company may reduce its registered capital. Any reduction of our Company’s
registered capital shall be subject to the procedures prescribed in the PRC Company Law and
other relevant regulations, as well as the Articles of Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-15 –


--- page 596 ---
Shareholders
Shareholders are entitled to rights and assumes obligations pursuant to the classification
of their shares.
Shareholders holding the same classified Share have the same rights and assume the same
obligations. Shareholders of our Company shall enjoy the following rights:
(I) the right to dividends and other distributions in proportion to the number of Shares
held;
(II) the right to apply for, convene, preside, attend or appoint proxies to attend
Shareholders’ Meeting and to exercise the corresponding right to speak and vote;
(III) the right to supervise, present proposals or raise enquiries in respect of our
Company’s business operations;
(IV) the right to transfer, give as a gift or pledge the Shares it holds in accordance with
laws, administrative regulations and the Articles of Association;
(V) the right to inspect and copy the Articles of Association, Register of Shareholders,
minutes of Shareholders’ Meeting, resolutions of the Board of Directors and
accounting reports of Our Company and Subsidiaries, eligible shareholders shall
enjoy the right to inspect the accounting books and documents of the Company and
its wholly-owned subsidiaries;
(VI) in the event of the termination or liquidation of our Company, the right to participate
in the distribution of the remaining property of our Company in proportion to the
number of Shares held;
(VII) Shareholders who object to resolutions of merger or division made by the
Shareholders’ Meeting may request our Company to purchase Shares held;
(VIII) other rights provided for by laws, administrative regulations, departmental rules or
the Articles of Association.
Where any Shareholder demands to read the relevant information or obtain any of the
aforesaid materials, he shall submit to our Company written documents proving the class(es)
and number of Shares he holds. Our Company shall provide the relevant information or
materials in accordance with the Shareholder’s demand after verifying the Shareholder’s
identity.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-16 –


--- page 597 ---
Shareholders of our Company shall have the following obligations:
(I) to abide by laws, administrative regulations and the Articles of Association;
(II) to pay the Share subscription price based on the Shares subscribed for by them and
the method of acquiring such Shares;
(III) not to return Shares unless prescribed otherwise in laws and regulations;
(IV) not to abuse Shareholders’ rights to infringe upon the interests of our Company or
other Shareholders; not to abuse our Company’s status as an independent legal entity
or the limited liability of Shareholders to harm the interests of our Company’s
creditors;
(V) to assume other obligations required by laws, administrative regulations and the
Articles of Association.
Any Shareholder who abuses Shareholders’ rights and causes our Company or other
Shareholders to suffer a loss shall be liable for making compensation in accordance with the
law. Any Shareholder who abuses the status of our Company as an independent legal entity or
the limited liability of Shareholders to evade debts and severely harm the interests of our
Company’s creditors shall assume joint and several liability for our Company’s debts.
The Articles of Association do not contain provisions regarding the time limit after which
the entitlement to dividends lapses, or the party in whose favor the lapse operates.
The Audit Committee
Our company does not have the Board of Supervisors or Supervisor but has an Audit
Committee within the Board of Directors to exercise the powers of the Board of Supervisors
as stipulated in the Company Law. The Audit Committee shall consist of no fewer than three
directors and shall be composed solely of non-executive directors, among whom independent
non-executive directors shall constitute more than half. Members of the Audit Committee shall
not hold the position of senior management personnel in the company.
The audit committee shall exercise the following powers:
(I) to inspect the company’s finances;
(II) to supervise the actions of directors and senior management personnel in performing
their duties, and to propose the removal of directors or senior management personnel
who violate laws, administrative regulations, this charter, or resolutions of the
shareholders’ meeting;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-17 –


--- page 598 ---
(III) to demand that directors or senior management personnel correct their actions when
such actions are found to be detrimental to the company’s interests;
(IV) to propose the convening of a special shareholders’ meeting, and to convene and
preside over the shareholders’ meeting when the board of directors fails to fulfill its
statutory duties to convene and preside over the shareholders’ meeting;
(V) to submit proposals to the shareholders’ meeting;
(VI) to initiate litigation against directors or senior management personnel in accordance
with the relevant provisions of the Company Law;
(VII) other powers stipulated by laws, administrative regulations, and the Articles of
Association.
General Manager
The company’s general manager, deputy general managers, chief financial officer,
secretary of the Board of Directors, and other senior management personnel determined by the
Board of Directors shall be deemed as the senior management personnel of the company. The
general manager shall be accountable to the Board of Directors and exercise the following
functions and powers:
(I) to be in charge of the production, operation and management of our Company, to
organize the implementation of the resolutions of the Board of Directors, and to
report his/her works to the Board of Directors;
(II) to organize the implementation of our Company’s annual business plans and
investment plans;
(III) to draft plans for the establishment of our Company’s internal management
organization;
(IV) to draft our Company’s basic management system;
(V) to formulate the specific rules and regulations of our Company;
(VI) to propose to the Board of Directors appointment or dismissal of deputy general
manager or other senior management;
(VII) to appoint or dismiss management personnel other than those required to be
appointed or dismissed by the Board of Directors;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-18 –


--- page 599 ---
(VIII) such other functions and powers conferred by the Articles of Association, the Board
of Directors.
The general manager shall attend the Board meeting as a non-voting delegate and shall
be responsible to the Board of Directors.
Reserves
In distributing its current-year after-tax profits, our Company shall allocate 10% of its
profit to its statutory reserve fund.
Allocations to Company’s statutory reserve fund may be waived once the cumulative
amount of funds therein exceeds 50% of our Company’s registered capital.
Where the statutory reserve fund is not sufficient to cover any loss made by Company in
the previous year, the current year’s profit shall be used to cover such loss before any allocation
is made to the statutory reserve fund pursuant to the preceding paragraph.
After an allocation to the statutory reserve fund has been made from the after-tax profit
of our Company, and subject to the adoption of a resolution by the Shareholders’ Meeting, an
allocation may be made to the discretionary reserve fund.
The remaining after-tax profit after our Company makes up for losses and withdraws
provident fund shall be distributed according to the proportion of Shares held by Shareholders,
unless prohibited by the Articles of Association.
If our Company distributes profits to shareholders in violation of laws, administrative
regulations, regulatory rules of the place where the company’s shares are listed, and the
regulations of the relevant national competent authorities such as the CSRC, the shareholders
shall return the profits distributed in violation of the provisions to the Company; if losses are
caused to the Company, the shareholders and the directors and senior managers who are
responsible shall be liable for compensation.
Profits shall not be distributed to Shares held by the Company itself.
Our Company’s provident fund is used to compensate for its losses, expand its production
and operation, or convert it into an increase in our Company’s capital.
The provident fund to make up for the Company’s losses should first use the arbitrary
provident fund and the statutory provident fund; if it still cannot be made up, the capital reserve
may be used in accordance with the regulations.
After converting statutory reserve funds into capital, the amount remaining in the
statutory reserve fund shall be no less than 25% of the Company’s registered capital.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-19 –


--- page 600 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation
Our Company was established as a limited liability company in the PRC on May 3, 2018
and was converted into a joint stock limited company on April 8, 2025 under the laws of the
PRC (the “ Conversion ”). As of the Latest Practicable Date, the registered capital of the
Company was RMB300,000,000.
Our principal place of business in Hong Kong is at Room 1910, 19/F, Lee Garden One,
33 Hysan Avenue, Causeway Bay, Hong Kong. Our Company was registered as a non-Hong
Kong company under Part 16 of the Companies Ordinance on April 25, 2025. Ms. Y eung Siu
Wai Kitty has been appointed as the authorized representative of our Company for the
acceptance of service of process in Hong Kong. The address for service of process is Room
1910, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
As our Company was incorporated in the PRC, its operations are subject to the relevant
laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations
of the PRC and the Articles of Association is set out in Appendices IV and V , respectively.
2. Changes in Share Capital
There has been no changes in the share capital of our Company during the two years
immediately preceding the date of this prospectus, save for the Conversion.
3. Changes in Share Capital of our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out
in the Accountants’ Report as set out in Appendix I to this Prospectus.
The following subsidiaries have been incorporated within two years immediately
preceding the date of this prospectus:
Name of subsidiary
Place of
incorporation
Date of
incorporation Registered capital
Deepexi Zhiyun (Beijing) Technology
Co., Ltd. ( ဈ౷౽ථ(̏ԯ)ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC June 12, 2024 RMB5 million
Beijing Deepexi Intelligent
Technology Co., Ltd. ( ̏ԯဈ౷౽ঐ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC July 25, 2024 RMB1 million
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 601 ---
Name of subsidiary
Place of
incorporation
Date of
incorporation Registered capital
Sichuan Deepexi Intelligent
Technology Co., Ltd. ( ̬ʇဈ౷౽ঐ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC December 9, 2024 RMB20 million
Shenzhen Deepexi Zhiyun
Technology Co., Ltd. ( ଉέဈ౷౽ථ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC June 13, 2025 RMB10 million
Wuxi Deepexi Technology Co., Ltd.
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC May 22, 2025 RMB10 million
Suzhou Deepexi Zhiyun
Technology Co., Ltd. ( ᘽψဈ౷౽ථ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC May 23, 2025 RMB10 million
Nantong Deepexi Intelligent
Technology Co., Ltd. (ஷဈ౷౽ঐ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC August 13, 2025 RMB5 million
The following subsidiaries have been deregistered within two years immediately
preceding the date of this prospectus:
Name of subsidiary
Place of
incorporation
Date of
incorporation
Date of
deregistration
Beijing Kuntao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC September 5, 2019 November 17, 2023
Deepexi HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hong Kong July 10, 2019 September 13, 2024
Hangzhou Deepexi Technology Co.,
Ltd. (ʮ̡) /H1118/H1118/H1118/H1118/H1118
PRC December 2, 2020 July 7, 2025
Save as disclosed above, there has been no changes in the share capital of our Subsidiaries
during the two years immediately preceding the date of this prospectus.
4. Resolutions of our Shareholders
On April 8, 2025, resolutions of our Company were passed by the Shareholders that,
among other things, conditional upon the satisfaction (or, if applicable, waiver) of the
conditions set out in “Structure and Conditions of the Global Offering — Conditions of the
Global Offering” and pursuant to the terms set out therein:
(a) the issue by the Company of H Shares with a nominal value of RMB1.00 each and
such H Shares be listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall not be more than 25% of the total issued
share capital of our Company as enlarged by the Global Offering;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 602 ---
(c) subject to the filing with CSRC is completed, upon completion of the Global
Offering, 300,000,000 Unlisted Shares will be converted into H Shares on a
one-for-one basis;
(d) authorization of the Board or its authorized individual to handle all matters relating
to, among other things, the Global Offering, the issue and the listing of H Shares on
the Hong Kong Stock Exchange;
(e) subject to the completion of the Global Offering, the granting of a general mandate
to the Board to repurchase H Shares issued on the Stock Exchange with an aggregate
number of not exceeding 10% of the number of the total issued H Shares
immediately following the completion of the Global Offering;
(f) subject to the completion of the Global Offering, the granting of a general mandate
to the Board to allot and issue Shares at any time within a period up to the date of
the conclusion of the next annual general meeting of the Shareholders or the date on
which the Shareholders pass a special resolution to revoke or change such mandate,
whichever is earlier, upon such terms and conditions and for such purposes and to
such persons as the Board in their absolute discretion deem fit, and to make
necessary amendments to the Articles of Association, provided that, the number of
Shares to be issued shall not exceed 20% of the number of the Shares in issue as at
the date of the resolution granting the general mandate; and
(g) subject to the completion of the Global Offering, the conditional adoption of the
revised Articles of Association, which shall become effective on the Listing Date.
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 Hong Kong Underwriting Agreement.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 603 ---
2. Intellectual Property Rights
Registered Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
consider to be material to our business:
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number
Expiry Date
(yyyy.mm.dd)
1. /H1118/H1118
 PRC Our Company 35 78516743 2034.11.06
2. /H1118/H1118
 PRC Our Company 42 78519754 2034.11.06
3. /H1118/H1118
 PRC Our Company 9 77580850 2034.09.13
4. /H1118/H1118
 PRC Our Company 42 71784951 2033.12.13
5. /H1118/H1118
 PRC Our Company 35 71551064 2034.03.06
6. /H1118/H1118
 PRC Our Company 9 71555413 2034.03.06
7. /H1118/H1118
 PRC Our Company 9 67587979 2033.07.13
8. /H1118/H1118
 PRC Our Company 42 67579413 2033.05.06
9. /H1118/H1118
 PRC Our Company 9 67051189 2033.04.06
10. /H1118
 PRC Our Company 35 62619470 2032.08.06
11. /H1118
 PRC Our Company 30 61955272 2032.07.13
12. /H1118
 PRC Our Company 18 61958125 2032.07.13
13. /H1118
 PRC Our Company 42 61972997 2032.07.13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 604 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number
Expiry Date
(yyyy.mm.dd)
14. /H1118
 PRC Our Company 9 61958105 2032.07.13
15. /H1118
 PRC Our Company 41 61977641 2032.07.13
16. /H1118
 PRC Our Company 35 61971927 2032.07.20
17. /H1118
 PRC Our Company 16 61961762 2032.07.27
18. /H1118
 PRC Our Company 14 61963452 2032.07.13
19. /H1118
 PRC Our Company 25 61982643 2032.07.13
20. /H1118
 PRC Our Company 35 57910936 2032.02.06
21. /H1118
 PRC Our Company 9 57899395 2032.05.06
22. /H1118
 PRC Our Company 35 57375074 2032.01.13
23. /H1118
 PRC Our Company 42 57376408 2032.01.13
24. /H1118
 PRC Our Company 42 57358374 2032.01.13
25. /H1118
 PRC Our Company 9 52384787 2031.12.27
26. /H1118
 PRC Our Company 9 52385522 2031.12.27
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 605 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number
Expiry Date
(yyyy.mm.dd)
27. /H1118
 PRC Our Company 35 50183764 2032.11.13
28. /H1118
 PRC Our Company 9 48622951 2031.03.13
29. /H1118
 PRC Our Company 35 48615076 2031.03.13
30. /H1118
 PRC Our Company 42 45793414 2031.11.13
31. /H1118
 PRC Our Company 35 45380282 2031.11.13
32. /H1118
 PRC Our Company 42 45297744 2030.11.27
33. /H1118
 PRC Our Company 35 44151659 2030.11.13
34. /H1118
 PRC Our Company 9 43238911 2030.08.20
35. /H1118
 PRC Our Company 9 37771662 2030.02.06
36. /H1118
 PRC Our Company 42 37771653 2030.11.06
37. /H1118
 PRC Our Company 42 37771654 2030.02.06
38. /H1118
 PRC Our Company 42 34189198 2030.04.20
39. /H1118
 Hong Kong Our Company 9, 35
and
42
306777235 2035.01.06
40. /H1118
Hong Kong Our Company 9, 35
and
42
306777235 2035.01.06
41. /H1118
Hong Kong Our Company 9, 35
and
42
306777235 2035.01.06
42. /H1118
Hong Kong Our Company 9, 35
and
42
306777235 2035.01.06
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 606 ---
Copyrights
As at the Latest Practicable Date, we had applied for the following software copyright
which we consider to be material to our business:
No. Copyright
Place of
Application
Registered
Owner
Registration
Number
First
Publication
Date/
Registration
Date
(yyyy.mm.dd)
1. /H1118DEEPEXI FastData DataFacts Agile
Data Analytics Suite Platform
V3.0 (DEEPEXI FastData
DataFacts΁̨̻
V3.0)
PRC Our Company 2023SR1564761 2023.08.15
(1)
2. /H1118DEEPEXI FastData DLink
Real-time Lake Warehouse
Engine System V3.0 (DEEPEXI
FastData DLink
ˏᏗӻ୕V3.0)
PRC Our Company 2023SR1546773 2023.07.30
(1)
3. /H1118DEEPEXI FastData DataFacts Data
Intelligence Development
Platform V3.0 (DEEPEXI
FastData DataFacts ᅰኽ౽ঐක೯
̨̻V3.0)
PRC Our Company 2023SR1533727 2023.08.15
(1)
4. /H1118DEEPEXI FastAGI Modeling
Toolchain Platform V2.0
(DEEPEXI FastAGIʈՈᗡ
̨̻V2.0)
PRC Our Company 2023SR1533508 2023.07.30
(1)
5. /H1118DEEPEXI FastData Real-Time Lake
Warehouse Platform V1.0
(DEEPEXI FastData̻
̨V1.0)
PRC Our Company 2023SR0724227 2022.07.30
(1)
6. /H1118DEEPEXI FastData DataFacts Data
Intelligence Development and
Governance Platform V3.0
(DEEPEXI FastData DataFacts ᅰ
ଣ̨̻V3.0)
PRC Our Company 2023SR0724225 2022.07.15
(1)
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 607 ---
No. Copyright
Place of
Application
Registered
Owner
Registration
Number
First
Publication
Date/
Registration
Date
(yyyy.mm.dd)
7. /H1118FastData Cloud Standard
Real-Time Lake Warehouse
Cloud Platform (standard
version) V3.0 (FastData Cloud
Standardථ̨̻(ᅺ๟
وV3.0)
PRC Our Company 2023SR0697070 2022.08.30
(1)
8. /H1118DEEPEXI FastData DataSense Data
Analysis Platform V3.0
(DEEPEXI FastData DataSense
̨̻V3.0)
PRC Our Company 2023SR0697069 2022.07.15
(1)
9. /H1118FastData Cloud Professional
Real-time Lake Warehouse Cloud
Platform V1.0 (FastData Cloud
Professionalථ̨̻
V1.0)
PRC Our Company 2023SR0680269 2022.06.28
(1)
10. /H1118DEEPEXI FastData DLink
Real-time Lake Warehouse
Engine System V2.2.4 (DEEPEXI
FastData DLink
ˏᏗӻ୕V2.2.4)
PRC Our Company 2023SR0680270 2023.02.28
(1)
11. /H1118DEEPEXI FastData for DStorage
Distributed Object Storage
Engine Software V1.0 (DEEPEXI
FastData for DStorage ʱбό࿁
൥πᎷˏᏗழ΁V1.0)
PRC Our Company 2022SR0255925 2021.05.10
(1)
12. /H1118DEEPEXI FastData for SenseFlow
Data Science Analysis Engine
Software V1.0 (DEEPEXI
FastData for SenseFlowኪ
ˏᏗழ΁V1.0)
PRC Our Company 2022SR0255926 2021.04.22
(1)
13. /H1118DEEPEXI FastData for DLink
Streaming Batch Data Analysis
Engine Software V1.0 (DEEPEXI
FastData for DLinkҭɓ᜗ᅰ
ˏᏗழ΁V1.0)
PRC Our Company 2022SR0255927 2021.03.23
(1)
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 608 ---
No. Copyright
Place of
Application
Registered
Owner
Registration
Number
First
Publication
Date/
Registration
Date
(yyyy.mm.dd)
14. /H1118DEEPEXI FastData for DataFacts
One-Stop Data Intelligence
Service Platform V1.0 (DEEPEXI
FastData for DataFacts ɓ१όᅰ
ਕ̨̻V1.0)
PRC Our Company 2022SR0255958 2021.01.20
(1)
15. /H1118DEEPEXI FastData for DataFacts
Governance Data Governance
Service Platform V1.0 (DEEPEXI
FastData for DataFacts
Governanceਕ̨̻
V1.0)
PRC Our Company 2022SR0255957 2021.03.10
(1)
16. /H1118DEEPEXI FastData for DataFacts
DevSuit One-Stop Data
Development Service Platform
V1.0 (DEEPEXI FastData for
DataFacts DevSuit ɓ१όᅰኽක
ਕ̨̻V1.0)
PRC Our Company 2022SR0255956 2021.02.12
(1)
17. /H1118DEEPEXI FastData for SenseHouse
Cloud Native Data Analytics
Engine Software V1.0 (DEEPEXI
FastData for SenseHouse͛
ˏᏗழ΁V1.0)
PRC Our Company 2022SR0256044 2021.04.08
(1)
18. /H1118DEEPEXI FastData for DataFacts
Catalog Data Resource Catalog
Service Platform V1.0 (DEEPEXI
FastData for DataFacts Catalog
ਕ̨̻V1.0)
PRC Our Company 2022SR0249575 2021.02.19
(1)
19. /H1118DEEPEXI FastData for DataSense
Data Sensing Platform V1.0
(DEEPEXI FastData for
DataSensę̻V1.0)
PRC Our Company 2022SR0249624 2021.01.06
(1)
20. /H1118FastInsight Data Intelligence
Insight Platform V1.0
(FastInsight࿀̨̻
V1.0)
PRC Our Company 2025SR0075792 2025.01.13
(2)
21. /H1118DeepexiOS FastData Data
Intelligence Analytics Platform
V5.0 (DeepexiOS FastData ᅰኽ
̨̻V5.0)
PRC Our Company 2025SR0075799 2025.01.13
(2)
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 609 ---
No. Copyright
Place of
Application
Registered
Owner
Registration
Number
First
Publication
Date/
Registration
Date
(yyyy.mm.dd)
22. /H1118DeepexiOS V2 Enterprise
Intelligence Platform V2.0
(DeepexiOS V2 Άุ౽ঐ̨̻
V2.0)
PRC Our Company 2025SR0075806 2025.01.13
(2)
23. /H1118DeepexiOS FastData Multimodal
Data Development Platform V5.0
(DeepexiOS FastData εᅼ࿒ᅰኽ
ක೯̨̻V5.0)
PRC Our Company 2024SR2107408 2024.12.17
(2)
24. /H1118DeepexiOS FastData Unified
Convergence Engine Platform
V5.0 (DeepexiOS FastData ୕ɓ
ፄΥˏᏗ̨̻V5.0)
PRC Our Company 2024SR2107359 2024.12.17
(2)
25. /H1118Fast5000E All-in-One Large Model
Training and Push System V1.0
(Fast5000E৅પɓ᜗ዚӻ
୕V1.0)
PRC Our Company 2024SR2059209 2024.12.12
(2)
26. /H1118DeepexiOS FastAGI Enterprise Big
Model Service Platform V1.8
(DeepexiOS FastAGIۨ
ਕ̨̻V1.8)
PRC Our Company 2024SR2059236 2024.12.12
(2)
27. /H1118FastCycle Supply Chain Rapid
Response Platform V0.3
(FastCycle ԶᏐᗡҞ஺ˀᏐ̨̻
V0.3)
PRC Our Company 2024SR2059187 2024.12.12
(2)
28. /H1118Deepexi Drip Enterprise Large
Modeling Platform V1.8
(Deepexį̻
V1.8)
PRC Our Company 2024SR2059229 2024.12.12
(2)
29. /H1118FastAGI 2.0 Enterprise Intelligence
Platform V2.1 (FastAGI 2.0 Άุ
౽ঐ᜗̨̻V2.1)
PRC Our Company 2025SR0449756 2025.03.13 (2)
Notes:
(1) Refers to the first publication date of the relevant copyright.
(2) Refers to registration date of the relevant copyright.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 610 ---
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 Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
1. /H1118/H1118A method and system for
financial data processing
(ʿ
ӻ୕)
Our Company PRC ZL202110925002.1 2021.08.12 2041.08.11
2. /H1118/H1118Automatic detection method
and system for wood
defects and its storage
medium ( ˝ҿॹ௘ІਗᏨ಻
eӻ୕ʿՉπᎷʧሯ)
Our Company PRC ZL202110416096.X 2021.04.19 2041.04.18
3. /H1118/H1118An intelligent decision-
making system and method
for a data large model
(౽ঐӔ
ج)
Our Company PRC ZL202311586372.2 2023.11.27 2043.11.26
4. /H1118/H1118A data security control
device, system, method and
its readable storage medium
(ɓ၇ᅰኽτΌ၍છༀໄe
ʿՉ̙ᛘπᎷʧ
ሯ)
Our Company PRC ZL202110225799.4 2021.03.01 2041.02.28
5. /H1118/H1118A computer with a graphical
user interface for data
lifecycle management
(੭ᅰኽ͛ն඄ಂ၍ଣྡҖ
ཥ໘)
Our Company PRC ZL202330282045.2 2023.05.15 2038.05.14
6. /H1118/H1118A method and apparatus for
constructing a data lineage
map (࿴
ʿༀໄ)
Our Company PRC ZL202311181062.2 2023.09.14 2043.09.13
7. /H1118/H1118A waybill – level logistics
carbon emission accounting
system (၁
ၑӻ୕)
Our Company PRC ZL202310820538.6 2023.07.06 2043.07.05
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 611 ---
No. Patent Name Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
8. /H1118/H1118Method for monitoring the
average load of containers
in cloud platform, terminal
device, and readable
storage medium (࢙
e୞၌
ண௪ʿ̙ᛘπᎷʧሯ)
Our Company PRC ZL202110337560.6 2021.03.30 2041.03.29
9. /H1118/H1118A real-time whole-database
loading into lake method
based on Flink (׵
Flinkج)
Our Company PRC ZL202311133058.9 2023.09.05 2043.09.04
10. /H1118/H1118A method for predicting
enterprise carbon quotas
based on enterprise
operation data (Ά
Άุ၁ৣᕘཫ
ج)
Our Company PRC ZL202310968356.3 2023.08.03 2043.08.02
11. /H1118/H1118A method, system and
apparatus for automatically
optimizing the layout of
table data structure ( ɓ၇І
˙
eӻ୕ʿண௪)
Our Company PRC ZL202310851427.1 2023.07.12 2043.07.11
12. /H1118/H1118An Internet-based method for
cloud synchronization of
carbon asset information
(၁༟ପ
ج)
Our Company PRC ZL202310965470.0 2023.08.02 2043.08.01
13. /H1118/H1118A data deduplication
management device,
system, method and storage
medium (၍ଣ
ʿπᎷʧ
ሯ)
Our Company PRC ZL202310826800.8 2023.07.07 2043.07.06
14. /H1118/H1118A local caching method,
apparatus, and medium for
OLAP analytics databases
(ΣOLAPࢫ
eண௪ʿʧ
ሯ)
Our Company PRC ZL202211672971.1 2022.12.26 2042.12.25
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 612 ---
No. Patent Name Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
15. /H1118/H1118A pore detection method
based on full face image
(ˣˆ
ج)
Our Company PRC ZL202110924995.0 2021.08.12 2041.08.11
16. /H1118/H1118A fast query method and
system for seals based on
HOG features (׵
HOG༔˙
ʿӻ୕)
Our Company PRC ZL202310303273.2 2023.03.27 2043.03.26
17. /H1118/H1118A fast search method and
system applied to a
database (ᅰኽ
ʿӻ୕)
Our Company PRC ZL202310281123.6 2023.03.22 2043.03.21
18. /H1118/H1118Graphical user interface for
computers (Clickhouse
management tool) (ཥ
ࠦޢ
Clickhouse ၍ଣʈՈ))
Our Company PRC ZL202230862417.4 2022.12.27 2037.12.26
19. /H1118/H1118Reducing iceberg’s upsert
function to generate
equality-deletes ( ಯˇ
icebergٙupsert ̌ঐ͛ϓ
equality-deletesج)
Our Company PRC ZL202211360115.2 2022.11.02 2042.11.01
20. /H1118/H1118A greenplum automatic
cold-temperature-hot
partitioning data migration
system ( ɓ၇greenplum Іਗ
и๝ᆠʱਜᅰኽቋ୅ӻ୕)
Our Company PRC ZL202211464232.3 2022.11.17 2042.11.16
21. /H1118/H1118A method and system for
real-time change data
grabbing from database
(ᜊʷ
ʿӻ୕)
Our Company PRC ZL202211462125.7 2022.11.17 2042.11.16
22. /H1118/H1118A method and system for
capturing change data
based on Elasticsearch
plugin (׵
Elasticsearchᜊʷᅰ
ʿӻ୕)
Our Company PRC ZL202211440649.6 2022.11.17 2042.11.16
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 613 ---
No. Patent Name Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
23. /H1118/H1118A cloud edge collaboration
system and cloud edge
collaboration method based
on native container
technology (͛
ථᗙ՘Νӻ୕ʿ
ج)
Our Company PRC ZL202011525258.5 2020.12.22 2040.12.21
24. /H1118/H1118A data rights processing
method and a computer-
readable storage medium
(ʿ
ၑዚ̙ᛘπᎷʧሯ)
Our Company PRC ZL202110926318.2 2021.08.12 2041.08.11
25. /H1118/H1118A method and system for
intelligent control of
computing resources in data
integration operations ( ɓ၇
ၑ༟๕౽
ʿӻ୕)
Our Company PRC ZL202211440650.9 2022.11.17 2042.11.16
26. /H1118/H1118A target object finding
method, system, electronic
device and storage medium
(e
ӻ୕eཥɿண௪ʿπᎷʧ
ሯ)
Our Company PRC ZL202110924993.1 2021.08.12 2041.08.11
27. /H1118/H1118Integrated environment
building method, apparatus,
electronic device and
storage medium ( ණϓᐑྤ
eༀໄeཥɿண௪
ʿπᎷʧሯ)
Our Company PRC ZL202110646019.3 2021.06.10 2041.06.09
28. /H1118/H1118Method, apparatus and
storage medium for
building a data warehouse
based on a business model
(ࡑ
eༀໄʿπᎷʧ
ሯ)
Our Company PRC ZL202010449486.2 2020.05.25 2040.05.24
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 614 ---
No. Patent Name Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
29. /H1118/H1118Microservices gateway plugin
dynamic loading method,
device, system, and storage
medium thereof (ਕၣ
eༀ
ໄeӻ୕ʿՉπᎷʧሯ)
Our Company PRC ZL202110318551.2 2021.03.25 2041.03.24
30. /H1118/H1118A lightweight data migration
device and method ( ɓ၇Ⴠ
ج)
Our Company PRC ZL202211360109.7 2022.11.02 2042.11.01
31. /H1118/H1118A method and system for
model-based generation of
cypher statements ( ɓ၇ਿ
͛ϓcypher˙
ձӻ୕)
Our Company PRC ZL202211384171.X 2022.11.07 2042.11.06
32. /H1118/H1118Method and system for
displaying tree data with
large data volume based on
dynamic paging technique
(ͪɽ
ʿӻ
୕)
Our Company PRC ZL202211360095.9 2022.11.02 2042.11.01
33. /H1118/H1118A method for evaluating the
superiority or inferiority of
screen quality (࿇ሯ
ج)
Our Company PRC ZL201910956448.3 2019.10.10 2039.10.09
34. /H1118/H1118Computer with graphical user
interface for digital
marketing product software
(ழ΁ྡ
ཥ໘)
Our Company PRC ZL202230074141.3 2022.02.16 2037.02.15
35. /H1118/H1118Computer with graphical user
interface for data quality
management software
(੭ᅰኽሯඎ၍ଣழ΁ྡҖ
ཥ໘)
Our Company PRC ZL202130751290.4 2021.11.16 2036.11.15
36. /H1118/H1118Computer with graphical
interface for offline data
processing software ( ੭ᕎ
ٙࠦޢ
ཥ໘)
Our Company PRC ZL202130685690.X 2021.10.19 2036.10.18
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 615 ---
No. Patent Name Patentee
Place of
Registration Patent Number
Application
Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
37. /H1118/H1118Computer with Knowledge
Graph Build Storage
Software Graphical User
Interface (ܔ
ཥ
໘)
Our Company PRC ZL202130790978.3 2021.11.30 2036.11.29
38. /H1118/H1118Computer with Clustered
Container Management
Software GUI (ኜ
ཥ
໘)
Our Company PRC ZL202130621086.0 2021.09.18 2036.09.17
39. /H1118/H1118A security sandbox system to
support secure fusion of
multiple data sources
(ɓ၇˕ᅟεᅰኽ๕τΌፄ
τΌӍᇌӻ୕)
Our Company PRC ZL202110401069.5 2021.04.14 2041.04.13
40. /H1118/H1118A multi-scene headcounting
method based on TOF
camera (׵TOFዚ
ج)
Our Company PRC ZL201910621363.X 2019.07.10 2039.07.09
41. /H1118/H1118An enterprise middle office
system with domain layered
design ( ɓ၇મ͜ჯਹʱᄴ
Άุʕ̨ӻ୕)
Our
Company,
Guangzhou
Deepexi
PRC ZL201910746853.2 2019.08.14 2039.08.13
42. /H1118/H1118A signal sampling recovery
method, device and
OvXDM system suitable
for OvXDM system ( ɓ၇
׵OvXDM໮
eༀໄʿ
OvXDM ӻ୕)
Guangzhou
Deepexi
PRC ZL201610885617.5 2016.10.10 2036.10.09
43. /H1118/H1118Data correction and
supplementation method,
device, equipment and
system (਋໾ᅰ˙
eༀໄeண௪ʿӻ୕)
Our Company PRC ZL202310126921.1 2023.02.06 2043.02.05
44. /H1118/H1118Method, system and device
for knowledge base
construction based on large
models (ᗆ
eӻ୕ʿண௪)
Our Company PRC CN202511044525X 2025.07.29 2045.07.28
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 616 ---
Domain Name
As of the Latest Practicable Date, we had registered the following internet domain names
which we consider to be or may be material to our business:
No. Domain Name Registered Owner
Registration Date
(yyyy.mm.dd)
Expiry Date
(yyyy.mm.dd)
1. /H1118/H1118/H1118/H1118deepexiyun.com Guangzhou Deepexi 2021.08.02 2026.08.02
2. /H1118/H1118/H1118/H1118fastfabric.cn Our Company 2023.12.25 2026.12.25
3. /H1118/H1118/H1118/H1118deepexi.com Our Company 2018.04.20 2027.04.20
4. /H1118/H1118/H1118/H1118deepexi.cn Our Company 2018.04.20 2027.04.20
5. /H1118/H1118/H1118/H1118icloudx.com Our Company 2011.06.16 2026.06.17
6. /H1118/H1118/H1118/H1118openkube.cn Our Company 2020.12.23 2026.12.23
7. /H1118/H1118/H1118/H1118datafacts.cn Our Company 2021.04.22 2027.04.22
8. /H1118/H1118/H1118/H1118deepexicloud.com Our Company 2021.06.23 2026.06.23
9. /H1118/H1118/H1118/H1118fastdata.cn Our Company 2017.07.25 2027.07.25
10. /H1118/H1118/H11182048lab.com Our Company 2021.04.22 2027.04.22
11. /H1118/H1118/H1118fastdatacloud.com Our Company 2021.11.22 2026.11.22
12. /H1118/H1118/H1118deepnova.cn Our Company 2022.02.08 2027.02.08
13. /H1118/H1118/H1118dataval.cn Our Company 2021.04.22 2027.04.22
14. /H1118/H1118/H1118fastdatacloud.cn Our Company 2022.04.18 2027.04.18
15. /H1118/H1118/H1118fastagi.cn Our Company 2023.04.14 2027.04.14
16. /H1118/H1118/H11182048lab.cn Our Company 2021.04.22 2027.04.22
17. /H1118/H1118/H1118deepexi.tech Our Company 2020.07.10 2030.07.11
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Particulars of Directors’ service contracts and appointment letters
(a) Executive Directors
Each of our executive Directors has entered into a service contract with us pursuant to
which they agreed to act as executive Directors for an initial term of three years with effect
from the date of their appointments.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 617 ---
(b) Non-executive Director and Independent Non-executive Directors
Each of the non-executive Director and independent non-executive Directors has entered
into an appointment letter with our Company. The initial term for their appointment letters
shall be three years from the date of their appointments or until the third annual general
meeting of the Company since the Listing Date, whichever ends earlier, (subject always to
re-election as and when required under the Articles of Association), until terminated in
accordance with the terms and conditions of the appointment letter or by either party giving to
the other not less than three months’ prior notice in writing.
Details of our Company’s remuneration policy is described in section headed “Directors
and Senior Management — Remuneration of Directors and Senior Management.”
2. Remuneration of Our Directors
Save as disclosed in “Directors and Senior Management” and “Appendix I —
Accountants’ Report — Notes to The Historical Financial Information — Directors’ and Chief
Executives’ emoluments” for the three years ended December 31, 2024 and the six months
ended June 30, 2025, none of our Directors received other remunerations of benefits in kind
from us.
3. Disclosure of Interests of Directors and Chief Executive of our Company
Save as disclosed below, immediately following the completion of the Global Offering,
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 its
associated corporations (within the meaning of Part XV of the SFO) which will have to be
notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of
the SFO (including interests and short positions which he or she is taken or deemed to have
under such provisions of the SFO) or which will be required, pursuant to Section 352 of the
SFO, to be recorded in the register referred to therein, or which will be required to be notified
to our Company and the Stock Exchange pursuant to the Model Code for Securities
Transactions by Directors of Listed Companies contained in the Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 618 ---
Interests in our Company
Name Position Nature of interest
Number of
Shares Held
Approximate
shareholding
percentage
immediately
after the Global
Offering (1)
Mr. Zhao /H1118/H1118/H1118/H1118/H1118/H1118Founder, Chairman of
the Board, executive
Director and chief
executive officer
Beneficial interests 49,468,200
Shares
15.14%
Interest in
controlled
corporation
(2)
43,663,800
Shares
13.37%
Interest held
jointly with
other person
(3)
11,711,400
Shares
3.59%
Mr. Y ang /H1118/H1118/H1118/H1118/H1118/H1118Co-founder, executive
Director and
president of our
product and solution
staff team (PSST)
Beneficial interests 11,711,400
Shares
3.59%
Notes:
(1) The calculation is based on the total number of 300,000,000 H Shares to be converted from Unlisted Shares in
issue pursuant to the Full Circulation and 26,632,000 H Shares to be issued pursuant to the Global Offering.
(2) As of the Latest Practicable Date, Deepexi Huachuang held 37,299,300 Shares of the Company and Deepexi
Huaying held 6,364,500 Shares of the Company. The general partner of Deepexi Huachuang is Deepexi
Huichuang, which is held as to 99% by Mr. Zhao and as 1% by Mr. Cao Lianfei, our Director. Under the SFO,
Mr. Zhao was deemed to be interested in the Shares held by each of Deepexi Huachuang and Deepexi Huaying.
(3) As of the Latest Practicable Date, Mr. Y ang held 11,711,400 Shares of the Company, accounting for 2.93% of
the equity interests of the Company. Pursuant to the Concert Party Agreement, Mr. Y ang irrevocably agreed
to, among others, act in concert with Mr. Zhao and follow his instructions in exercising his vote at the
shareholders’ meetings of our Company. The Concert Party Agreement will remain effective after the proposed
Listing. Under the SFO, Mr. Zhao was deemed to be interested in the Shares held by Mr. Y ang.
Save as disclosed above, none of the Directors or the chief executive of the Company
will, immediately following completion of the Global Offering, has any interests and/or short
positions in the Shares, underlying Shares and debentures of our Company’s associated
corporations (within the meaning of Part XV of the SFO), which will have to be notified to our
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests and short positions which he/she is taken or deemed to have under such
provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be
recorded in the register referred to therein, or which will be required to be notified to our
Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of Listed Companies contained in the Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 619 ---
4. Disclosure of Interests of Substantial Shareholders
(a) Interests in our Company
For information on the persons who will, immediately following the completion of the
Global Offering, having or be deemed or taken to have beneficial interests or short position in
our Shares or underlying shares which would fall to be disclosed to our Company under the
provisions of 2 and 3 of Part XV of the SFO, or directly or indirectly be interested in 10% or
more of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of any other member of our Group, see the section headed
“Substantial Shareholders.”
(b) Interests of substantial shareholders of other members of our Group
As of the Latest Practicable Date, so far as our Directors are aware, none of the person
(other than our Directors or chief executive of our Company) were 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 other member of our Group.
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 other member of our Group.
5. Disclaimers
Save as disclosed in this prospectus:
(a) none of our Directors or any of the parties listed in “— D. Other Information — 5.
Consents and Qualification of Experts” below 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 “— D. Other
Information — 5. Consents and Qualification of Experts” below:
(i) is interested legally or beneficially in any shares in any member of our Group;
or
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 620 ---
(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 Hong
Kong Stock Exchange, would have to be disclosed pursuant to Divisions 2 and 3 of
Part XV of the SFO.
D. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
on our Company or any of our subsidiaries.
2. Litigation
Save as disclosed in this prospectus and so far as our Directors are aware, no litigation
or claim of material importance is 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. All necessary arrangements have been
made to enable the securities to be admitted into CCASS.
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors as set
out in Rule 3A.07 of the Listing Rules.
As of the Latest Practicable Date, approximately 1.00% of our share capital was held by
CMBC Financial Investment. CMBC Financial Investment and CMBC International Capital
Limited (“ CMBC ”), one of our Joint Sponsors, are members of a “sponsor group” as defined
under the Listing Rules. Notwithstanding the above, CMBC group, any director or close
associate of a director of CMBC collectively holds and will, immediately following the
completion of the Listing, hold, directly or indirectly, less than 5% of the number of issued
Shares of the Company and CMBC, having conducted its own assessment taking into
consideration the independence criteria applicable to sponsors as set out in Rule 3A.07 of the
Listing Rules, considers itself to be independent under Rule 3A.07 of the Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-21 –


--- page 621 ---
As of the Latest Practicable Date, approximately 1.27% of our share capital was held by
Angel Prosperity. Angel Prosperity is a limited company incorporated under the laws of Hong
Kong, and it is a subsidiary of Guotai Junan International PE fund and ultimately wholly owned by
Guotai Junan International Holdings Limited (“ GTJA Holdings ”), a company listed on the Stock
Exchange (stock code: 1788). Guotai Junan Capital Limited (“ GTJA”), one of our Joint Sponsors,
is indirectly wholly owned by GTJA Holdings. Notwithstanding the above, GTJA group, any
director or close associate of a director of GTJA collectively holds and will, immediately following
the completion of the Listing, hold, directly or indirectly, less than 5% of the number of issued
Shares of the Company and GTJA, having conducted its own assessment taking into consideration
the independence criteria applicable to sponsors as set out in Rule 3A.07 of the Listing Rules,
considers itself to be independent under Rule 3A.07 of the Listing Rules.
As of the Latest Practicable Date, 3.84% and 0.64% of our share capital was held by SPDBI
Waltz and SPDBI Star, respectively, both of which are wholly owned by SPDBI New Economy
I LPF, whose general partner is SPDBI Deep Management Limited. SPDBI Deep Management
Limited is wholly owned by SPDB International (Hong Kong) Limited (“ SPDBI HK ”), which is
in turn ultimately wholly-owned by SPDB International Holdings Limited (“ SPDBI ”), which is
wholly-owned by Shanghai Pudong Development Bank Co., Ltd.. SPDB International Investment
Management Limited (“ SPDBI IM ”) is wholly-owned by SPDBI and is affiliated with SPDBI
HK. SPDB International Capital Limited (“ SPDBIC ”), which is controlled by SPDBI, is also one
of the Joint Sponsors. Notwithstanding the above, SPDBIC group, any director or close associate
of a director of SPDBIC collectively holds and will, immediately following the completion of the
Listing, hold, directly or indirectly, less than 5% of the number of issued Shares of the Company
and SPDBIC, having conducted its own assessment taking into consideration the independence
criteria applicable to sponsors as set out in Rule 3A.07 of the Listing Rules, considers itself to
be independent under Rule 3A.07 of the Listing Rules.
As of the Latest Practicable Date, approximately 0.64% of our share capital was held by
BOCOM AM. BOCOM AM is a limited company incorporated in Hong Kong and is wholly
owned by BOCOM International Holdings Company Limited, a company incorporated in Hong
Kong with limited liability and whose shares are listed on The Stock Exchange of Hong Kong
Limited (stock code: 3329). BOCOM AM is a licensed corporation under the Hong Kong
Securities and Futures Ordinance with Type 1 (dealing in securities), Type 4 (advising on
securities) and Type 9 (asset management) regulated activities. BOCOM AM and BOCOM
International (Asia) Limited (“ BOCOMI (A) ”), one of our Joint Sponsors, are members of a
“sponsor group” as defined under the Listing Rules. Notwithstanding the above, BOCOMI (A)
group, any director or close associate of a director of BOCOMI (A) collectively holds and will,
immediately following the completion of the Listing, hold, directly or indirectly, less than 5%
of the number of issued Shares of the Company and BOCOMI (A), having conducted its own
assessment taking into consideration the independence criteria applicable to sponsors as set out
in Rule 3A.07 of the Listing Rules, considers itself to be independent under Rule 3A.07 of the
Listing Rules.
The Joint Sponsors will receive an aggregate of US$2.5 million for acting as the sponsor
for the Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-22 –


--- page 622 ---
4. Preliminary Expenses
Our Company incurred RMB1.35 million of preliminary expenses at the Conversion. Save
as disclosed, our Company did not incur any material preliminary expenses.
5. Consents and Qualification of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
Name Qualification
CITIC Securities (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 4 (advising on
securities) and Type 6 (advising on corporate
finance) of regulated activities under the SFO
CMBC International Capital
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 1 (dealing in
securities) and Type 6 (advising on corporate
finance) of regulated activities under the SFO
Guotai Junan Capital Limited /H1118/H1118/H1118/H1118/H1118Licensed to conduct Type 6 (advising on
corporate finance) of regulated activities under
the SFO
SPDB International Capital
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 1 (dealing in
securities) and Type 6 (advising on corporate
finance) of regulated activities under the SFO
BOCOM International (Asia)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct Type 1 (dealing in
securities) and Type 6 (advising on corporate
finance) of regulated activities under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered
Public Interest Entity Auditor
Haiwen & Partners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal Advisor to our Company as to PRC laws
(including PRC data compliance laws)
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Industry consultant
Hogan Lovells /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118International Sanctions Legal Advisor of our
Company
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 623 ---
Save a disclosed in this prospectus, as of the Latest Practicable Date, none of the experts
named above has any shareholding interest in our Company or any of our subsidiaries or the
right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe
for securities in any member of our Group.
6. Promoter
The promoters of our Company are set out as follows:
No. Shareholders
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Zhao Jiehui
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mr. Y ang Lei
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Deepexi Huachuang
4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Deepexi Huaying
5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HH AUT
6 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CHH AUT
7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Evolution
8 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tianjin Dehui
9 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Y ouxuan Fund
10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Xinyuan Fund
11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Jiequan Fund
12 /H1118/H1118/H1118/H1118/H1118/H1118/H1118SPDBI Waltz
13 /H1118/H1118/H1118/H1118/H1118/H1118/H1118SPDBI Star
14 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Zhike
15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Songheng
16 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Pleasure Focus
17 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chuzhe Zhixin
18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chuxin Growth
19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chuxin LLC
20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Chuxin Limited
21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Lighthouse
22 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Qingdao Ruidi
23 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Tianjin Ruidi
24 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Axilight
25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhizhao No. 2
26 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Shanghai AI
27 /H1118/H1118/H1118/H1118/H1118/H1118/H1118CMVC Fund
28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118CM Innovation Fund
29 /H1118/H1118/H1118/H1118/H1118/H1118/H1118BAI
30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Ruihui Haina
31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Gongqingcheng Hangjian
32 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Angel Prosperity
33 /H1118/H1118/H1118/H1118/H1118/H1118/H1118DDZ Holdings
34 /H1118/H1118/H1118/H1118/H1118/H1118/H1118CMBC Financial Investment
35 /H1118/H1118/H1118/H1118/H1118/H1118/H1118BOCOM AM
36 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Yinxu Y ouxuan No. 1
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 624 ---
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.
7. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding up and Miscellaneous Provisions)
Ordinance so far as applicable.
8. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
9. Compliance Advisor
Our Company has appointed SPDB International Capital Limited as our Compliance
Advisor in compliance with Rule 3A.19 of the Listing Rules.
10. No Material Adverse Change
The Directors confirm that there has been no material change in our financial or trading
position since June 30, 2025.
11. 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
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 10 times the duty payable may be
imposed.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-25 –


--- page 625 ---
12. Miscellaneous
(a) Save as disclosed in this prospectus, within the two years immediately preceding the
date of this prospectus:
(i) no share or loan capital or debenture of our Company or any of our subsidiaries
has been issued or agreed to be issued or is proposed to be issued for cash or
as fully or partly paid other than in cash or otherwise; and
(ii) no commissions, discounts, brokerages or other special terms have been
granted or agreed to be granted in connection with the issue or sale of any share
or loan capital of our Company or any of our subsidiaries.
(b) Save as disclosed in this prospectus:
(i) there are no founder, management or deferred shares nor any debentures in our
Company or any of our subsidiaries;
(ii) no share or loan capital or debenture of our Company or any of our subsidiaries
is under option or is agreed conditionally or unconditionally to be put under
option;
(iii) there are no arrangements under which future dividends are waived or agreed
to be waived;
(iv) there are no procedures for the exercise of any right of pre-emption or
transferability of subscription rights;
(v) 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;
(vi) there are no restrictions affecting the remittance of profits or repatriation of
capital by us into Hong Kong from outside Hong Kong;
(vii) 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
(viii) our Company has no outstanding convertible debt securities or debentures.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 626 ---
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:
(i) the written consents referred to under the paragraph headed “Statutory and General
Information — D. Other Information — 5. Consents and Qualifications of Experts”
in Appendix VI to this prospectus; and
(ii) copies of the material contracts referred to in the paragraph headed “Statutory and
General Information — B. Further Information about our Business — 1. Summary
of Material Contracts” in Appendix VI to this prospectus.
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.deepexi.com during a period
of 14 days from the date of this prospectus:
(i) the Articles of Association;
(ii) the Accountants’ Report of our Group from Ernst & Y oung, the text of which is set
out in Appendix I to this prospectus;
(iii) the audited consolidated financial statements of our Group for the three years ended
December 31, 2024 and the six months ended June 30, 2025;
(iv) the report on the unaudited pro forma financial information of our Group from Ernst
& Y oung, the text of which is set out in Appendix II to this prospectus;
(v) the service contracts referred to in “Statutory and General Information — C. Further
Information about our Directors and Substantial Shareholders — 1. Particulars of
Directors’ service contracts and appointment letters” in Appendix VI to this
prospectus;
(vi) the material contracts referred to in “Statutory and General Information — B.
Further Information about our Business — 1. Summary of Material Contracts” in
Appendix VI to this prospectus;
(vii) the written consents referred to under the paragraph headed “Statutory and General
Information — D. Other Information — 5. Consents and Qualifications of Experts”
in Appendix VI to this prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– VII-1 –


--- page 627 ---
(viii) the PRC legal opinions issued by Haiwen & Partners, our legal advisor on PRC law,
in respect of certain aspects of our Group;
(ix) the industry report issued by Frost & Sullivan, the summary of which is set forth in
the section headed “Industry Overview” in this prospectus;
(x) the PRC Company Law, the PRC Securities Law, the Trial Measures, together with
their respective unofficial English translations;
(xi) the international sanctions memorandum issued by Hogan Lovells, our international
sanctions legal advisor; and
(xii) the memorandum issued by Haiwen & Partners, our legal advisor on PRC data
compliance law, in respect of data compliance of our Group.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– VII-2 –


--- page 628 ---
滴普科技股份有限公司
Deepexi T echnology Co., Ltd.
