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馭勢科技 （北京） 股份有限公司
UISEE TECHNOLOGIES (BEIJING) CO., LTD.
Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
馭勢科技 （ 北京 ） 股份有限公司
UISEE TECHNOLOGIES (BEIJING) CO., LTD.
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code: 1511
GLOBAL
OFFERING


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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
UISEE Technologies (Beijing) 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
: 14,461,200 H Shares (subject to the Offer Size
Adjustment Option)
Number of Hong Kong Offer Shares : 723,100 H Shares (subject to reallocation)
Number of International Offer Shares : 13,738,100 H Shares (subject to reallocation and the
Offer Size Adjustment Option)
Offer Price : HK$60.30 per H Share, plus brokerage of 1.0%, SFC
transaction levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC transaction levy
of 0.00015% (payable in full on application in Hong
Kong Dollars and subject to refund)
Nominal Value : RMB0.10 per H Share
Stock Code : 1511
Sole Sponsor, Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
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 any loss h owsoever arising from or in
reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies and Do cuments on Display
— A. Documents Delivered to the Registrar of Companies,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of th e Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong
Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price will be HK$60.30 per H Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay, on applicati on (subject to
application channels), the Offer Price of HK$60.30 per H Share, together with brokerage of 1.0%, AFRC transaction levy of 0.00015%, SFC transaction l evy of 0.0027% and Stock
Exchange trading fee of 0.00565%.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered und er the Global Offering 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 O ffering. In such a case, notices
of the reduction in the number of Offer Shares being offered under the Global Offering and/or the Offer Price will be published on the website of the Stoc k Exchange at
www.hkexnews.hk and on the website of the Company at www.uisee.com not later than the morning of the last day for lodging applications under the Hong Ko ng Public Offering. See
“Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” for further details.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Sponsor and the Sponso r-Overall Coordinator
(for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting — Underwriti ng Arrangements and
Expenses — Hong Kong Underwriting Agreement — Grounds for Termination.” It is important that you refer to that section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Ac t. The Offer Shares are being
offered and sold outside the United States in offshore transactions in reliance on Regulation S.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high investment risks
including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the investment risks of a Specialist
Technology Company and the risks disclosed by our Company before making their investment decisions.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong
Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.uisee.com. If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
IMPORTANT
May 12, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this prospectus to the public in relation
to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.uisee.com . If you require a printed copy of this
prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may use one of the following
application channels:
Application Channel Platform Target Investors Application Time
HK eIPO White Form
service
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 Tuesday,
May 12, 2026 to 11:30 a.m.
on Friday, May 15, 2026,
Hong Kong time.
The latest time for completing
full payment of application
monies will be 12:00 noon
on Friday, May 15, 2026,
Hong Kong time.
HKSCC EIPO channel Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application
on your behalf
through HKSCC’s
FINI system in
accordance with your
instruction
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.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the printed document as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses above.
Please refer to the section headed “How to apply for Hong Kong Offer Shares”
for further details of the procedures through which you can apply for the Hong Kong
Offer Shares electronically.
IMPORTANT
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Y our application through the HK eIPO White Form service or the HKSCC EIPO
channel must be for a minimum of 50 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$
50 3,045.40 600 36,544.87 4,000 243,632.50 40,000 2,436,325.02
100 6,090.81 700 42,635.68 4,500 274,086.57 50,000 3,045,406.28
150 9,136.21 800 48,726.50 5,000 304,540.62 60,000 3,654,487.54
200 12,181.63 900 54,817.32 6,000 365,448.75 70,000 4,263,568.79
250 15,227.03 1,000 60,908.13 7,000 426,356.88 80,000 4,872,650.05
300 18,272.44 1,500 91,362.19 8,000 487,265.00 90,000 5,481,731.30
350 21,317.84 2,000 121,816.25 9,000 548,173.12 100,000 6,090,812.56
400 24,363.25 2,500 152,270.32 10,000 609,081.25 200,000 12,181,625.10
450 27,408.65 3,000 182,724.37 20,000 1,218,162.51 300,000 18,272,437.66
500 30,454.06 3,500 213,178.44 30,000 1,827,243.76 361,550
(1) 22,021,332.77
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made
through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and
the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable (1) of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on our website at
www.uisee.com and the website of the Stock Exchange at www.hkexnews.hk .
Hong Kong Public Offering commences ............................. 9:00 a.m. on
Tuesday, May 12, 2026
Latest time to complete electronic applications under
the HK eIPO White Form service through
the designated website at www.hkeipo.hk (2) ......................... 11:30 a.m. on
Friday, May 15, 2026
Application lists open (3) ......................................... 11:45 a.m. on
Friday, May 15, 2026
Latest time for completing payment of HK eIPO White Form
applications by effecting internet banking transfers(s) or
PPS payment transfer(s) and giving electronic application
instructions to HKSCC
(4) ..................................... 12:00 noon on
Friday, May 15, 2026
If you are 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, you are advised to contact your broker or custodian for the latest
time for giving such instructions which may be different from the latest time as stated above.
Application lists close (3) ........................................ 12:00 noon on
Friday, May 15, 2026
Announcement of the level of indications of
interest in the International Offering, the level of applications in
the Hong Kong Public Offering and the basis of allocation of
the Hong Kong Public Offering to be published and on the
website of the Stock Exchange at www.hkexnews.hk and
our website at www.uisee.com (5) a to rb e f o r e ........................ 11:00 p.m. on
Tuesday, May 19, 2026
The results of allocations in the Hong Kong Public Offering
(with successful applicants’ identification document numbers,
where appropriate) to be available through a variety of
channels, including:
• in the announcement to be posted on our website and
the website of the Stock Exchange at www.uisee.com and
www.hkexnews.hk respectively ......................a to rb e f o r e 11:00 p.m. on
Tuesday, May 19, 2026
• from the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with
a “search by ID” function from . . .... 11:00 p.m. on Tuesday, May 19, 2026 to 12:00
midnight on
Monday, May 25, 2026
• from the allocation results telephone
enquiry line by calling +852 3691 8488
between 9:00 a.m. and 6:00 p.m. from . . ............W ednesday, May 20, 2026 to
Tuesday, May 26, 2026 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
Monday, May 18, 2026
EXPECTED TIMETABLE
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H Share certificates in respect of wholly or partially
successful applications to be dispatched or
deposited into CCASS on or before
(6) .....................T uesday, May 19, 2026
HK eIPO White Form e-Auto Refund payment
instructions/refund cheques in respect of
wholly or partially unsuccessful applications to be
dispatched on or before
(7)(8) ...........................W ednesday, May 20, 2026
Dealings in the H Shares on the Hong Kong
Stock Exchange expected to commence at . . . ....................... 9:00 a.m. on
Wednesday, May 20, 2026
Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(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/are a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, May 15,
2026, the application lists will not open or close on that day. For further details, please see the section headed
“How to Apply for Hong Kong Offer Shares — E. Bad Weather Arrangements” in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC
should refer to the section headed “How to Apply for Hong Kong Offer Shares — A. Application for Hong
Kong Offer Shares” in this prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the
Global Offering has become unconditional and the right of termination described in the section headed
“Underwriting — Underwriting Arrangements and Expenses — Hong Kong Underwriting Agreement —
Grounds for Termination” in this prospectus has not been exercised. Investors who trade 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.
(7) HK eIPO White Form e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly
or partially unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s
identification document number, or, if the application is made by joint applicants, part of the identification
document number of the first-named applicant, provided by the applicant(s) may be printed on the refund
cheque, if any. Such data would also be transferred to a third party for refund purposes. Banks may require
verification of an applicant’s identification document number before encashment of the refund cheque.
Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment
of the refund cheque.
(8) Applicants who have applied on the HK eIPO White Form service for 200,000 or more Hong Kong Offer
Shares may collect H Share certificates in person from our H Share Registrar, Tricor Investor Services
Limited, at 17/F , Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00 p.m. on
Wednesday, May 20, 2026 or such other date as notified by us as the date of dispatch/collection of H Share
certificates/ HK eIPO White Form e-Auto Refund payment instructions. Applicants being individuals who are
eligible for personal collection may not authorize any other person to collect on their behalf. If you are a
corporate applicant which is eligible for personal collection, your authorized representative must bear a letter
of authorization from your corporation stamped with your corporation’s chop. Both individuals and
authorized representatives must produce evidence of identity acceptable to our H Share Registrar at the time
of collection.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to
the section headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share
Certificates and Refund of Application Monies” in this prospectus for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
HK eIPO White Form e-Auto Refund payment instructions. Applicants who have applied through the HK
eIPO White Form service and paid their application monies through multiple bank accounts may have refund
monies (if any) dispatched to the address as specified in their application instructions in the form of refund
cheques in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary
post at their own risk.
EXPECTED TIMETABLE
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H Share certificates for applicants who have applied for less than 200,000 Hong Kong Offer Shares and any
uncollected H Share certificates will be dispatched by ordinary post, at the applicants’ risk, to the addresses
specified in the relevant applications.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
The above expected timetable is a summary only . For further details of the structure of the
Global Offering, including its conditions, and the procedures for applications for Hong Kong
Offer Shares, please see the sections headed “Structure of the Global Offering” and “How to
Apply for Hong Kong Offer Shares” in this prospectus, respectively .
If the Global Offering does not become unconditional or is terminated in accordance
with its terms, the Global Offering will not proceed. In such case, our Company will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the
Hong Kong Public Offering. This prospectus may not be used for the purpose of making, and
does not constitute, an offer or a solicitation of an offer to subscribe for or buy any security
in any other jurisdiction or in any other circumstances. No action has been taken to permit a
public offering of the Offer Shares or the distribution of this prospectus in any jurisdiction
other than Hong Kong. The distribution of this prospectus and the offering and sale of the
Offer Shares in other jurisdictions are subject to restrictions and may not be made except as
permitted under the applicable securities laws of such jurisdictions pursuant to registration
with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. W e 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 Sole
Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners
and the Joint Lead Managers, any of the Capital Market Intermediaries, the Underwriters,
any of our or their respective directors, officers or representatives, or any other person or
party involved in the Global Offering.
Page
Expected Timetable ................................................... i i i
Contents ........................................................... v i
Summary ........................................................... 1
Definitions ......................................................... 2 1
Glossary of Technical Terms ............................................ 3 2
Forward-looking Statements ............................................ 3 5
Risk Factors ........................................................ 3 7
Waivers from Strict Compliance with the Listing Rules ........................ 6 5
Information about this Prospectus and the Global Offering ...................... 6 8
Directors and Parties Involved in the Global Offering .......................... 7 2
Corporate Information ................................................. 7 7
Industry Overview .................................................... 7 9
Regulatory Overview .................................................. 9 3
History, Development and Corporate Structure ............................... 1 0 5
Business ........................................................... 1 3 1
Directors and Senior Management ........................................ 2 1 7
Relationship with Our Controlling Shareholders .............................. 2 2 6
Substantial Shareholders ............................................... 2 2 9
Cornerstone Investors ................................................. 2 3 2
CONTENTS
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Share Capital ....................................................... 2 3 7
Financial Information ................................................. 2 4 0
Future Plans and Use of Proceeds ........................................ 2 8 3
Underwriting ........................................................ 2 8 7
Structure of the Global Offering ......................................... 2 9 7
How to Apply for Hong Kong Offer Shares ................................. 3 0 4
Appendix I – Accountants’ Report ............................... I - 1
Appendix II – Unaudited Pro Forma Financial Information ............. II-1
Appendix III – Taxation and Foreign Exchange ....................... III-1
Appendix IV – Summary of Principal Legal and Regulatory
Provisions ..................................... I V - 1
Appendix V – Summary of Articles of Association .................... V - 1
Appendix VI – Statutory and General Information .................... VI-1
Appendix VII – Documents Delivered to the Registrar of Companies
and Documents on Display ......................... VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. Since it is a summary, it does not contain all the information that may be
important to you. You should read this prospectus in its entirety before you decide to invest in
the Offer Shares. In particular , we are a Commercial Company seeking to list on the Main
Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules on the
basis that 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 net losses since our inception, and
we may incur net losses for the foreseeable future. We had negative net cash flow 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.” You should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are a provider of autonomous driving solutions specializing in driverless L4
technology in Greater China. We are currently focused on commercial vehicles in closed
scenarios especially at airports and factories, while our solutions are all-scenario, having been
applied to both open and closed scenarios featuring logistics, operation and mobility vehicles,
and encompassing autonomous driving levels from L2 to L4. In particular, our market share
among the L4 autonomous driving solutions market for commercial vehicles in closed
scenarios in terms of revenue in 2025 in Greater China is 3.1% according to Frost & Sullivan.
In 2023, 2024 and 2025, 99.6%, 98.6% and 99.0% of our revenue was generated from the
Chinese Mainland and Hong Kong. Our market position is underpinned by:
• ranking as No.1 L4 autonomous driving solutions provider for commercial
vehicles in both airport scenario and factory scenario in Greater China in terms
of revenue in 2025 with the respective market share of 90.5% and 31.7%,
dedicated to advancing our research and application across a wide range of
closed and open scenarios;
• being the only provider worldwide to have created L4 autonomous driving
solutions for airports in large-scale commercial operations, meeting the highest
international safety standards;
• offering cost-effective expansion across diverse application scenarios through
coverage of both passenger and commercial vehicles, leveraging our technology
foundation, industry data, know-how and a wide range of standardized
autonomous driving vehicles and kits covering a variety of application scenarios
we have developed;
• serving a blue-chip customer base, including 35 Fortune China and Global 500
companies, as a testament to the high recognition of our autonomous driving
solutions among leading and reputable enterprises across industries.
Over the years, we have been devoted to the R&D, evolution and innovation of L4
autonomous driving solutions, and our endeavors in R&D resulted in significant
accomplishments, evidenced by a proven history of in-house development of core
technologies that cover our vehicle- and cloud-based AI capabilities and safety framework,
multiple iterations of our U-Drive
® systems and solutions expanded into new scenarios and
sectors, intellectual properties creation and industry recognitions.
OUR BUSINESS
Our core offerings include autonomous driving solutions that serve corporate
customers such as airports, factories, as well as commercial and passenger car manufacturers.
These solutions include commercial vehicles equipped with L4 autonomous driving
SUMMARY
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capabilities, autonomous driving kits, software solutions, and leasing services. Our L4
vehicles are designed to operate without standby safety drivers, enabling driverless
functionality in applicable scenarios. By enabling the deployment of autonomous driving in
diverse environments—from closed scenarios to open operations—we empower our business
partners with tailored, industry-specific commercial applications.
Since our inception, we have been dedicated to providing AI-empowered autonomous
driving solutions, with a particular focus on closed scenarios such as airports, factories, ports
and mining areas, and open scenarios such as logistics, bus, and other domains. We also strive
to expand our autonomous driving solutions across various other industry verticals and
scenarios. Our L4 autonomous driving technology is designed to tackle human resource
shortages and overcome challenges posed by complex operational conditions and harsh
environments. Key application areas include:
• Airports: We are the only provider worldwide to have created L4 autonomous
driving solutions for airports in large-scale commercial operations, according to
Frost & Sullivan. We have successfully implemented autonomous electric tractors
(“ AETs ”), autonomous shuttle buses (“ ASB ”) and autonomous patrol cars
(“APCs ”) and related software and hardware to realize driverless baggage and
cargo towing, shuttle and patrol services at Hong Kong International Airport
(“HKIA ”). The success of the HKIA project and our long-standing relationship
with HKIA demonstrates our ability to deliver autonomous driving solutions
that meet the stringent safety and technical standards of international airports.
As of the Latest Practicable Date, we had commenced collaboration with 17
airports in China, three overseas airports, and been in exploration of
collaboration with four airports in China and globally, establishing a strong
presence in the airport transportation sector and showcasing the scalability and
adaptability of our solutions and services. The revenue from airports scenario
accounted for 71.2%, 58.7% and 38.9%, respectively, of our revenue from
autonomous driving vehicle solutions and autonomous driving vehicle leasing
services in aggregate in 2023, 2024 and 2025. Our revenue from autonomous
driving kit solutions and autonomous driving software solution cannot be broken
down by application scenarios as the relevant products are universally applicable
on different application scenarios, and the actual end use is beyond our control or
knowledge after their delivery to the customers.
• Factories: We provide end-to-end autonomous logistics solutions that enable
autonomous delivery of raw materials, samples, parts, semi-finished goods,
finished goods from indoor to outdoor, and from outdoor to indoor, evolving
from controlled factory environments to open-road applications. For indoor
operations, our autonomous vehicles can operate without GPS using scenario
memory. For outdoor operations, our autonomous vehicles can operate in mixed
traffic and all-weather conditions. According to Frost & Sullivan, in 2025, we
were the largest L4 autonomous driving solutions provider to provide
autonomous driving solutions enabling both indoor and outdoor autonomous
operation in factory scenario, which required a great deal of industry experience
and data through solving many difficult corner cases. Our solutions and services
cover various industries, including automotive, chemical, photovoltaic, and
lithium battery manufacturing. The revenue from factories scenario accounted
for 22.2%, 25.8% and 21.4%, respectively, of our revenue from autonomous
driving vehicle solutions and autonomous driving vehicle leasing services in
aggregate in 2023, 2024 and 2025. Our revenue from autonomous driving kit
solutions and autonomous driving software solution cannot be broken down by
application scenarios as explained above.
• Other Scenarios : Beyond airports and factories, where we already offer an
all-in-one autonomous driving vehicle solutions, we have been expanding the
application scenarios of our autonomous driving solutions to cities, ports, mines,
farms and ranches with our autonomous driving kit solutions.
In Chinese Mainland, Hong Kong and other overseas countries such as Singapore,
outdoor operations in closed scenarios are generally not subject to regulatory restrictions;
while those in open scenarios are subject to approvals or licenses by the regulatory authorities,
which shall be obtained by the operating entities, i.e. our customers. Our legal department has
been closely monitoring the regulatory requirements in the countries and regions we operate,
and we did not encounter any non-compliance incidents in this regard during the Track
Record Period and up to the Latest Practicable Date.
SUMMARY
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Our Business and Revenue Model
We are a provider of autonomous driving solutions specializing in driverless L4 technology in Greater China, dedicated to advancing our
research and application across a wide range of scenarios. Our business primarily comprises autonomous driving solutions to corporate
customers, commercial vehicle manufacturers and passenger car manufacturers, consisting primarily of the provision of (i) autonomous driving
vehicle solutions to corporate customers; (ii) autonomous driving kit solutions to corporate customers, commercial vehicle manufacturers or
passenger car manufacturers; (iii) autonomous driving software solutions to corporate customers, commercial vehicle manufacturers or
passenger car manufacturers; and (iv) autonomous driving vehicle leasing services consisting primarily of the lease of commercial vehicles with
various L4 autonomous driving functions to corporate customers. All of our autonomous driving solutions fall under the acceptable sectors of
“Advanced hardware and software — Electric and autonomous vehicles — autonomous vehicles: vehicles and trucks equipped with self-driving
solutions.” See “Business — Our Solutions and Services” for details.
The chart below illustrates our business and revenue models in general:
Specialist
Technology Product
Nature of
products sold Type of customers Applications
Level of autonomous
driving technologies
applied
Revenue model/
Charging basis
Accumulated number and
duration of contracts during
the Track Record Period Payment schedules Ownership of IP rights
Autonomous
driving
solutions
Autonomous
driving vehicle
solutions
All-in-one solution, which
includes the vehicle body,
hardware, and operation
and maintenance services
Corporate customers Commercial vehicles in
airports, factories,
ports, mines,
industrial parks and
cities
L4 Transaction-
based/
subscription-
based
(1)
Number: 276;
Duration:
Project-by-project and/or
recurring, typically
ranging from one month
to seven years
(i) Payment upon signing of
contract, (ii) payment upon
delivery and acceptance,
(iii) in certain cases, monthly or
yearly installments for the
operation and maintenance
services, and/or (iv) payment upon
the end of the warranty term
• We typically have sole ownership
of our background IP, such as IP
relating to our products and
relevant hardware and software
technology;
• Our customers typically have
sole ownership of their
background IP
Autonomous
driving kit
solutions
Hardware, and operation and
maintenance services
Corporate customers,
commercial vehicle
manufacturers and
passenger car
manufacturers
Commercial vehicles in
factories, city buses
and passenger cars
Primarily L4, and
certain L2/L2+
solutions
Transaction-
based
(1)
Number: 68;
Duration:
Project-by-project and/or
recurring, typically
ranging from three
months to three years
(i) Payment upon
signing of contract, (ii) payment
upon delivery and acceptance,
(iii) in certain cases, monthly or
yearly installments for the
operation and maintenance
services, and/or
(iv) payment upon the end of the
warranty term
• We typically have sole ownership
of our background IP, such as IP
relating to our products and
relevant hardware and software
technology;
• Our customers typically have
sole ownership of their
background IP
SUMMARY
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Specialist
Technology Product
Nature of
products sold Type of customers Applications
Level of autonomous
driving technologies
applied
Revenue model/
Charging basis
Accumulated number and
duration of contracts during
the Track Record Period Payment schedules Ownership of IP rights
Autonomous
driving software
solutions
Customized software
development services
Corporate customers,
commercial vehicle
manufacturers and
passenger car
manufacturers
Software intended to be
universally applicable
to a variety of
scenarios, not limited
to a certain
application scenario
Primarily L4, and
certain L2/L2+
solutions
Transaction-
based
Number: 52;
Duration:
Project-by-project,
typically ranging from
nine months to one year
Payments upon (i) signing of
contract, (ii) delivery and
acceptance, and/or (iii) in rare
cases where there is a warranty
period, the end of the warranty
term
• We typically have sole ownership
of our background IP;
• Our customers typically have
sole ownership of the IP
developed under the services
Autonomous
driving vehicle
leasing services
Lease of vehicles which are
ready to be provided under
autonomous driving vehicle
solutions, as a
try-before-you-buy option
for potential autonomous
driving vehicle solution
customers
Corporate customers Commercial vehicles in
airports and factories
L4 Transaction-
based
Number: 25;
Duration:
Recurring, typically
ranging from three
months to one year
Monthly rental payments • We typically have sole ownership
of our background IP;
• Our customers typically have
sole ownership of IP relating to
their data, materials and
information provided to us
during the performance of the
relevant agreement with us
Note:
(1) We offer operation and maintenance services in exchange for service fees under our autonomous driving vehicle solutions and autonomous driving k it solutions. Our
customers may purchase customized services as part of the solutions in combination with vehicles or kits, while they may also purchase services only a fter the
warranty period or service period agreed in the initial purchase agreement expires. We already entered into agreements with several autonomous driv ing vehicle
solution customers regarding provision of operation and maintenance services only in the Track Record Period. Our revenue generated from operation and
maintenance services amounted to RMB1.1 million, RMB3.3 million and RMB7.4 million in 2023, 2024 and 2025, respectively, all of which was attributab le to our
autonomous driving vehicle solutions. See Note 5 to the Accountants’ Report in Appendix I to this prospectus for details. In the future, we expect such services will
gradually evolve into our “AI driver subscription services”, which are expected to be standardized service packages designed for different types of customers, as
opposed to customized services negotiated case-by-case. We believe such subscription-based services, which by its nature delivers a high gross pro fit margin, will
eventually improve our overall gross profit margin when a larger proportion of customers enter into renewed contracts solely subscribing for the AI d river services
after the our customer base reaches a certain scale.
SUMMARY
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All of our solutions and services are designated Specialist Technology Products as
defined under Chapter 18C of the Listing Rules and all revenues generated during the Track
Record Period are from sales of these Specialist Technology Products. Our autonomous
driving solutions fall under the acceptable sectors of “Advanced hardware and software —
Electric and autonomous vehicles — autonomous vehicles: vehicles and trucks equipped with
self-driving solutions.” See “Business — Our Solutions and Services” for details.
L4 autonomous driving technology has been our business focus, and substantially all of
our total revenue during the Track Record Period was generated from solutions utilizing L4
technologies. We also provided certain L2 and L2+ autonomous driving kit and software
solutions to passenger car manufacturers for strategic reasons, that the testing data are
valuable for us to enhance its algorithms.
In terms of application scenarios, we have been focused on commercial vehicles in
closed scenarios especially at airports and factories. Such focus has been demonstrated by the
revenue contribution from solutions applied in such scenarios during the Track Record
Period. See “Business — Our Business and Revenue Models — Revenue — Revenue by types
of autonomous vehicles, types of scenarios and application scenarios.”
Our Autonomous Driving Operating Platform
Our self-developed autonomous driving operating platform comprises two major
components, namely the vehicle brain and the cloud brain. The vehicle brain primarily
consists of software, i.e. our U-Drive
® system, and hardware, i.e. autonomous driving domain
controllers. The cloud brain is a centralized cloud service that consists of a lot of
micro-services for three different purposes, namely operation (managing a fleet of
autonomous vehicles), maintenance (applying data analytics to provide predictive
maintenance services for autonomous vehicles) and training (training new AI
algorithms/models continuously based on the vehicles/scenario data). The following diagram
depicts the interactions and synergies of the vehicle brain and the cloud brain:
Scheduling
Remote
management
Multi-vehicle
coordination
Operational dataOperational data
Predictive
maintenance
Inspection
and diagnosis
Maintenance
data
Operation
data
Anonymized
environmental data
Environmental data
Model/software
updates
High-precision
maps
Maintenance TrainingOperations
Cloud BrainCloud Brain Cloud Brain
Third party supplier(s)
Third party supplier
Autonomous
driving vehicles
Autonomous
driving vehicles
Autonomous
driving vehicles
Autonomous
driving vehicles
Vehicle Brain Vehicle Brain Vehicle Brain Vehicle Brain
Geographic
information
data
U-Drive ® system
Our U-Drive ® system is a unified autonomous driving platform that supports multiple
scenarios, including closed scenarios and open roads, and also multiple vehicle types. It is
designed to be highly generalizable, with optimal reusability of its algorithms and data, and
can be optimized for different scenarios to meet specific needs. We have adopted a
multi-redundant architecture system design, incorporating redundancy and fault-tolerance
mechanisms at the algorithm, software, hardware, and control levels to enhance safety and
operational efficiency.
Historically, we have completed the iterative upgrade of four major versions of
U-Drive
®. Our latest version, U-Drive ® 5.0, introduces a higher level of generalization,
self-learning, and adaptation, reducing reliance on high-precision maps and improving fault
tolerance in dynamic scenarios. The system features a scenario library of over 100 scenarios
and more than 50 vehicle models, with domain controllers and sensors to be iterated every one
SUMMARY
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--- page 15 ---
to two years. By combining a highly automated tool chain and a closed data loop throughout
the product life cycle, the development cycle for new models and scenarios can be shortened to
less than one month, better supporting the diversification of vehicle models and the
fragmentation of scenarios.
Autonomous Driving Domain Controllers
Autonomous driving domain controllers are the main hardware component of our
vehicle brain, enabling autonomous driving vehicles to process data from different sensors
including cameras, radars, and LiDAR. Our in-house development of domain controllers
began as early as 2017, making us one of the first in China’s autonomous driving industry to
develop in-house domain controllers, according to Frost & Sullivan. Historically, we have
completed the R&D of three product lines of autonomous driving domain controllers, the
UC3200/5200 series is our high-end series for open L4 autonomous mobility scenarios; the
UC2200/4200/6200 series is for L4 autonomous logistics scenarios, and we have shifted from
international to domestic chips starting with the UC4200 to achieve 100% domestic sourcing,
which is integrated with high-end L2+ intelligent driving; while UC1000 series is oriented to
low-end L2+ intelligent driving, such as our UC1200 controller which is designed to be a
low-cost, fully domestic integrated circuit solution that can be used with advanced
driver-assistance system to support all the basic L2 autonomous driving functions, such as
adaptive cruise control, lane-keeping assist, blind zone detection, and automated parking. In
addition, we have realized the pin compatibility of different types of domain controllers for
the first and second product lines. In December 2022, we were awarded the ASIL-D functional
safety certification by TÜV Rheinland, based on ISO 26262:2018 standard.
Cloud Brain: Cloud-based Management Systems
Our proprietary cloud brain, consisting of multiple cloud-based management systems,
is the core infrastructure for realizing the commercialization and landing of autonomous
driving. Since 2019 when our cloud brain R&D project was supported by the Shanghai
Artificial Intelligence Innovation and Development Special Fund, our cloud brain has
completed several major technology upgrades and now has the mature capability to support
large-scale commercialization. After years of continuous iterative upgrading, we have built a
complete autonomous driving technology system that integrates functions including remote
operations, intelligent dispatching, fleet collaboration, and overall control management.
See “Business — Our Autonomous Driving Operating Platform.”
Our Solutions and Services
Our autonomous driving solutions are primarily deployed on commercial vehicles and
passenger cars. We design and outsource the manufacturing of various vehicles such as
tractors, buses, trucks, and passenger cars/pickup trucks to vehicle manufacturers, and deploy
vehicle brain hardware that is empowered with our proprietary autonomous driving system,
U-Drive
®, at our warehouse, assembly and testing center in Jiaxing, Zhejiang. We provide
either standalone or a combination of our solutions or services depending on our customers’
needs. As our customers usually have evolving and differentiated needs, we also cross-sell
across our different solutions and services. Leveraging our quality solutions and services, we
are also well positioned to up-sell to our existing customers. Among the 35 Fortune China and
Global 500 companies we supplied our solutions and services to, many are our repeat
customers. Our autonomous driving solutions include:
Autonomous Driving V ehicle Solutions
Our autonomous driving vehicle solutions are all-in-one solutions that combines our
standardized, driverless, all-weather commercial vehicles with a customizable combination of
L4 autonomous driving functions to meet our corporate customers’ specific business needs
such as delivery and shuttle commuting needs for multiple application scenarios, and related
autonomous driving services such as deployment service, technological maintenance of
vehicles and software update service.
Autonomous Driving Kit Solutions
Our autonomous driving kit solutions are all-in-one solutions which includes either our
L4 autonomous driving kits consisting of comprehensive hardware and software systems that
SUMMARY
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add autonomous driving capabilities to our customers’ vehicles or L2+ autonomous driving
kits that enable vehicles with a series of autonomous navigation, following and parking
functions to passenger car manufacturers and commercial vehicle manufacturers, and related
autonomous driving services such as deployment service, technological maintenance of kits
and software update service.
Autonomous driving software solutions
We provide our customers with autonomous driving software solutions, which primarily
include software development services on a project-by-project basis, where we tailor-make
autonomous driving software, such as L2 driver assistance technology, comprehensive AI data
infrastructure, autonomous driving operating system, cloud brain software, and software
tools, that meet our customers’ specific requirements, and after-sales technological support
such as bug fixing services. We are also able to upgrade the software’s functions and
performance at customers’ requests, charging them separately.
Autonomous driving vehicle leasing services
As part of our efforts to gain new customers, we also lease them our commercial
vehicles with various L4 autonomous driving functions as a try-before-you-buy option.
See “Business — Our Solutions and Services.”
OUR COMPETITIVE STRENGTHS
• Early mover in realizing large-scale autonomous driving operations in airports
• Comprehensive coverage of autonomous driving solutions for passenger and
commercial vehicles powered by an all-scenario autonomous driving operating system
based on a unified technology foundation
• Strong R&D and engineering capabilities in both autonomous driving-related
algorithms and systems
• Autonomous driving capabilities that achieve scalable commercialization with
driverless operation, 24/7 all-weather capability, and optimized operational costs
• A suite of well-known customers and collaborators as well as reputable investors
• Our visionary senior management team and talented key employees with scientific
expertise
See “Business — Our Competitive Strengths.”
OUR STRATEGIES
• Continue to increase R&D investment to drive technological innovation and
breakthroughs
• Consolidate our leading market position in key sectors, and execute our “overseas
expansion” strategy
• Expand our business into new sectors, promote the maturation of AI driver
subscription model and maintain ecological positioning
• Strengthen team building to ensure sustainable development
• Seek strategic investments/acquisitions to enhance our competitive edge
See “Business — Our Strategies.” As the above growth strategies are fundamentally
similar to our growth strategies adopted in the Track Record Period, that is, (i) strong revenue
growth, (ii) maintaining its relatively high gross profit margin, and (iii) increasing operating
SUMMARY
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--- page 17 ---
expense efficiency as our revenue increases, we do not consider our growth strategies will
result in any material changes in revenue mix by end user industry/use case/application
scenario and/or on our cost structure in the next three years.
COMPETITIVE LANDSCAPE
The market for autonomous driving solutions is rapidly evolving and competitive, with
many potential applications under development. We face competition from a range of
companies developing autonomous driving solutions for these applications, some of which
may be similar to ours. Our primary competitors include other autonomous driving solution
providers. We believe that we are strategically well-positioned in our market and compete
favorably with others based on our advanced autonomous driving technology that delivers
superior performance and quality, our broad range of solutions and services, and our strong
R&D capabilities. See “Industry Overview.”
CUSTOMERS AND SUPPLIERS
Our major customers include corporate customers, commercial vehicle manufacturers,
and passenger car manufacturers. In each year of 2023, 2024 and 2025, revenue contributed
from our five largest customers amounted to RMB106.5 million, RMB122.7 million and
RMB123.9 million, respectively, accounted for 66.0%, 46.2% and 37.8% of our total revenue
in the same years, respectively. In each year of 2023, 2024 and 2025, revenue contributed from
our largest customer amounted to RMB61.3 million, RMB49.0 million and RMB31.7 million,
respectively, accounting for 38.0%, 18.5% and 9.7% of our total revenue in the same years,
respectively.
Our suppliers for our main business operations consisted primarily of vehicle
manufacturers, software and hardware manufacturers, and testing service providers. In each
year of 2023, 2024 and 2025, purchases from our five largest suppliers amounted to RMB39.7
million, RMB64.8 million and RMB113.1 million, respectively, accounting for 35.5%, 33.7%
and 38.8% of our total purchases in the same years, respectively. In each year of 2023, 2024
and 2025, purchases attributable to our largest supplier amounted to RMB18.2 million,
RMB17.8 million and RMB45.6 million, respectively, accounting for 16.2%, 9.3% and 15.7%
of our total purchases in the same years, respectively.
See “Business — Sales and Marketing — Our Customers” and “Business —
Procurement and Supply — Our Suppliers.”
RESEARCH AND DEVELOPMENT
We have established our R&D centers in Beijing, Shanghai and Chongqing, focusing on
AI and L4 autonomous driving, hardware and cloud brain, and smart driving of passenger
cars, respectively. As of December 31, 2025, our R&D team consisted of 227 members,
including 221 R&D personnel and six management personnel, 50.2% of which possessed a
master’s degree or above. Our R&D team is led by our Co-founder, executive Director and
chief executive officer Mr. Wu Gansha, who has extensive experience in the autonomous
driving industry. Each of our core R&D team members possesses more than eight years of
industry experience, with global working experience in reputable technology companies.
Utilizing our R&D centers, we actively engage in resolving challenges associated with design
and development of autonomous driving technologies to bolster the overall competitiveness
of our solutions and services.
Among our R&D accomplishments, our U-Drive
® 5.0 system features an AI algorithm
library with high generalization, enabling on-demand configuration and combination of
algorithms. We expect that future products based on U-Drive
® system will further expand its
knowledge-based technology, from the vehicle-cloud collaboration VLM with limited
vehicle-side computing power to the self-contained VLM by vehicle-side distillation,
continuously improving the cognitive ability of the vehicle side. At the same time, we expect to
integrate the R&D of imitation learning (such as end-to-end imitation learning), world
models, and reinforcement learning methods. For example, we plan to combine the VLM with
end-to-end imitation learning to form a vision-language-action model. Our target is that after
two iterations, our U-Drive
® 7.0 system may be gradually approaching human cognitive
abilities, and ultimately outperform the best human drivers by more than 100 times in terms of
SUMMARY
–8–


--- page 18 ---
safety, efficiency, experience, operability, cost, and longevity. All of these core technologies
are in-house developed, and are currently used in the R&D of our products.
During the Track Record Period, our R&D expenses amounted to RMB184.4 million,
RMB196.4 million and RMB233.7 million in 2023, 2024 and 2025, respectively,
demonstrating our significant and continuous efforts into the R&D of our solutions, services
and technologies.
See “Business — Research and Development” and “Financial Information —
Description of Selected Items from Consolidated Statements of Profit or Loss.”
INTELLECTUAL PROPERTY
We believe that our intellectual property rights are critical to our continued success. We
have taken the following key measures to protect our intellectual property rights, including:
(1) implementing a set of comprehensive internal policies to establish robust management
over our intellectual property rights, (2) timely registration, filing and application for
ownership of our intellectual properties, (3) actively tracking the registration and
authorization status of intellectual properties and taking action in timely manner if any
potential conflicts with our intellectual property rights are identified, and (4) clearly stating
all rights and obligations regarding the ownership and protection of intellectual properties in
the employment agreements we enter into.
As of the Latest Practicable Date, we were granted 661 patents and filed 217 patent
applications. As of the same date, we had 75 software copyrights registered in the PRC. A vast
majority of our intellectual property rights are self-developed and we did not in-license any
intellectual property rights in the past. As of the Latest Practicable Date, of all the 878
patents and patent applications, 860 were internally developed, 14 were co-developed and
co-owned under research programs with our collaborators, and four were developed by third
parties that were acquired and solely owned by us. Each of the co-owners has full title to such
patents, and there are no contractual tenure and material payment obligations associated with
such co-owned patents. While we believe that the specific and generic claims contained in our
pending applications provide adequate protection for various aspects of our solutions,
services and technology, third parties may nevertheless challenge such claims. Our Directors
have confirmed that the Group did not experience any instances of infringement of third
parties’ intellectual property rights during the Track Record Period and up to the Latest
Practicable Date. See “Business — Intellectual Property.”
RISK FACTORS
There are certain risks and uncertainties involved in our operations and the investing in
our Offer Shares, some of which are beyond our control. We believe the most significant risks
we face include but are not limited to the following: (i) if we are unable to develop and
introduce new solutions and services or improve existing solutions and services in a
cost-effective and timely manner, our competitive position would be negatively impacted and
our business, results of operations, and financial condition would be adversely affected; (ii) we
invest significantly in R&D, and to the extent our R&D efforts are unsuccessful, our
competitive position would be negatively impacted and our business, results of operations,
and financial condition would be adversely affected; (iii) we are a company with a history of
losses, which makes it difficult to evaluate our current business and predict our future
performance; our historical financial and results of operations may not be indicative of our
future performance; (iv) we have a relatively short track record in the commercialization of
our solutions and services and may experience difficulties in managing our growth and
expanding our operations; (v) because some of the raw materials and key components in our
autonomous driving solutions come from single or limited source of suppliers, we may be
susceptible to supply shortages, long lead times for components, supply changes, and changes
in business relationship, any of which could disrupt our supply chain and could delay
deliveries of our solutions and services to customers; (vi) we recorded net operating cash
outflows during the Track Record Period and may continue to record net operating cash
outflows in the future; and (vii) our commercial success depends significantly on our ability to
operate without infringing upon, misappropriating or otherwise violating the IP rights of
third parties. See “Risk Factors.”
OUR CONTROLLING SHAREHOLDERS
Immediately upon completion of the Global Offering (without taking into account any
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option),
SUMMARY
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--- page 19 ---
Mr. Wu, Mr. Jiang, Mr. Zhou, Mr. Peng and Beijing Simaju will be directly interested in an
aggregate of 32.35% of the total share capital of our Company. Pursuant to the
Acting-in-Concert Arrangement, each of Mr. Jiang, Mr. Zhou and Mr. Peng agreed to
exercise his voting rights in a consistent manner with Mr. Wu. Accordingly, Mr. Wu, Mr.
Jiang, Mr. Zhou, Mr. Peng and Beijing Simaju will be a group of Controlling Shareholders
under the Listing Rules. See “Relationship with our Controlling Shareholders”.
PRE-IPO INVESTMENTS
We have received substantial investments and support from renowned private equity
and strategic investors, and have raised funds of over RMB1,735 million. See “History,
Development and Corporate Structure — Pre-IPO Investments.”
According to the capital increase agreements entered into by our Company and the then
Shareholders from April 2016 to March 2023, our Company issued ordinary shares with a
total consideration of approximately RMB1,746.4 million. Pursuant to the aforementioned
capital increase agreements as well as the joint venture agreements entered into between our
Company and the then Shareholders and the articles of association of our Company adopted
in May 2023 (as superseded by a shareholders’ agreement entered into in October 2024), the
Pre-IPO Investors were granted by our Company with redemption rights and liquidation
preferences rights. There was no exercise of redemption rights and liquidation preferences
rights granted by our Company throughout the Track Record Period.
On May 26, 2025, our Company and the Pre-IPO Investors subsequently entered into a
termination agreement, agreeing that certain of the special rights granted by our Company to
Pre-IPO investors, including redemption rights and liquidation preferences rights, had been
immediately terminated and shall be void ab initio . Taking into account the legal and
regulatory framework of our Company’s jurisdiction and the governing law of the termination
agreement, the Directors considered that it is appropriate to present the Pre-IPO Investments
as equity throughout the Track Record Period.
Had the redemption rights and liquidation preferences rights granted by our Company
to the Pre-IPO Investors been accounted for as financial liabilities measured at fair value prior
to entering into the termination agreement, (i) the financial liabilities measured at fair value,
total current liabilities, net current liabilities and net liabilities would have been:
December 31,
2023
December 31,
2024
December 31,
2025
RMB’000 RMB’000 RMB’000
Financial liabilities measured at fair
value 3,358,748 3,484,343 –
Total current liabilities 3,547,683 3,674,428 350,811
Net current assets/(liabilities) (2,829,001) (3,113,958) 173,316
Net assets/(liabilities) (2,727,087) (3,034,054) 267,603
; and (ii) the fair value changes associated with the financial liabilities measured at fair value,
the net loss during the Track Record Period, basic and dilutive losses per share would have
been:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fair value changes associated with the
financial liabilities measured at fair value 95,790 125,595 169,449
Total net losses (308,916) (337,174) (399,619)
Basic and diluted losses per share
(expressed in RMB) (2.15) (2.26) (2.68)
For further details of the financial impacts, see note 30 to the Accountants’ Report.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, extracted from the Accountants’ Report set out in
SUMMARY
–1 0–


--- page 20 ---
Appendix I. Y ou should read this summary in conjunction with our consolidated financial
information included in the Accountants’ Report in Appendix I, including the accompanying
notes, and the information set forth in “Financial Information.”
Description of Selected Items from Consolidated Statements of Profit or Loss
Year ended December 31,
2023 2024 2025
%o f %o f %o f
RMB’000 revenue RMB’000 revenue RMB’000 revenue
REVENUE 161,363 100.0 265,496 100.0 328,257 100
Cost of sales (82,546) (51.2) (149,489) (56.3) (160,380) (48.9)
Gross profit 78,817 48.8 116,007 43.7 167,877 51.1
Other income and gains 22,553 14.0 20,748 7.8 7,308 2.2
Selling and marketing expenses (68,721) (42.6) (76,110) (28.7) (83,349) (25.4)
Administrative expenses (57,440) (35.6) (63,254) (23.8) (66,415) (20.0)
Research and development expenses (184,396) (114.3) (196,447) (74.0) (233,690) (71.2)
Impairment losses on trade receivables
and contract assets, net (572) (0.4) (7,550) (2.8) (16,966) (5.2)
Other expenses and losses (140) (0.1) (1,516) (0.6) (566) (0.2)
Finance costs (2,980) (1.8) (3,076) (1.2) (3,158) (1.0)
Share of loss of a joint venture (247) (0.1) (381) (0.1) (1,211) (0.4)
Loss before tax (213,126) (132.1) (211,579) (79.7) (230,170) (70.1)
LOSS FOR THE YEAR (213,126) (132.1) (211,579) (79.7) (230,170) (70.1)
For details on the accounting treatment of redemption rights and liquidation
preference rights of Pre-IPO Investments, see “— Pre-IPO Investments” above and note 30 to
the Accountants’ Report set out in Appendix I to this prospectus.
Non-IFRS Measure
In evaluating our business, we consider and use adjusted net loss, a non-IFRS financial
measure, to supplement the review and assessment of our operating performance. We believe
such non-IFRS measure facilitates comparisons of our operating performance from period to
period by eliminating the potential impact of certain items. We believe that the measure
provides useful information to investors in understanding and evaluating our consolidated
results of operations in the same manner as they help our management. The use of the
non-IFRS measure has limitations as an analytical tool, and you should not consider them in
isolation from, as a substitute for analysis of, or superior to, our results of operations or
financial conditions as reported under IFRS. In addition, the non-IFRS financial measure
may be defined differently from similar terms used by other companies, and may not be
comparable to other similarly titled measures used by other companies.
We define adjusted net loss (non-IFRS measure) as net loss adjusted by adding back
share-based compensation expenses and listing expenses. Share-based compensation expenses
mainly represent expenses incurred in connection with our Pre-IPO Incentive Schemes, which
is a non-cash item. Listing expenses are expenses related to the Global Offering. The following
table sets forth our adjusted net loss (non-IFRS measure) for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB’000)
Net loss for the year (213,126) (211,579) (230,170)
Add:
Share-based compensation expenses 32,566 41,707 49,945
Listing expenses – 8,980 11,328
Adjusted net loss (non-IFRS measure) (180,560) (160,892) (168,897)
SUMMARY
–1 1–


--- page 21 ---
Our net loss and adjusted net loss (non-IFRS measure) narrowed from RMB180.6
million in 2023 to RMB160.9 million in 2024, primarily attributable to the higher gross profits
of (i) autonomous driving software solutions, primarily attributable to an increase in the
revenue from autonomous driving software solutions resulting from an increase in average
contract value of our autonomous driving software solutions; and (ii) our autonomous
driving kit solutions, primarily attributable to an increase in the revenue from autonomous
driving kit solutions in relation to an increase in the number of customers and average
contract value. Our net loss and adjusted net loss (non-IFRS measure) slightly increased from
RMB160.9 million in 2024 to RMB168.9 million in 2025, primarily because we incurred
higher R&D expenses.
We expect to achieve profitability leveraging a similar growth strategy adopted in the
Track Record Period. See “Business — Path to Profitability.”
Revenue
Revenue by Business Lines
The table below sets forth a breakdown of our revenue by business lines in absolute
amounts and as a percentage of our revenue for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Autonomous driving vehicle solutions 96,301 59.7 146,623 55.2 195,171 59.5
Autonomous driving kit solutions 27,383 17.0 48,738 18.4 10,497 3.2
Autonomous driving software solutions 34,428 21.3 67,462 25.4 121,318 37.0
Autonomous driving vehicle leasing
services 3,251 2.0 2,673 1.0 1,271 0.3
Total 161,363 100.0 265,496 100.0 328,257 100.0
Our revenue generated from autonomous driving vehicle solutions increased
throughout the Track Record Period primarily attributable to the increase in the number of
our customers and contract value of our autonomous driving vehicle solutions business,
driven by the growing downstream demand as well as the enhanced customers recognition of
our autonomous driving vehicle solutions and our dedicated business development efforts.
Our revenue generated from autonomous driving kit solutions increased from 2024 as
compared with 2023 due to the increasing demand for our autonomous driving kits as we were
exploring new customers in various application scenarios; it decreased in 2025 mainly because
of the relatively low transaction value of the orders delivered in 2025, primarily as we offered
a relatively low price to a new customer who has placed bulk orders for 30,000 kits,
approximately 7,800 of which were delivered in 2025.
Our revenue generated from autonomous driving software solutions increased
throughout the Track Record Period, primarily due to an increase in average contract value.
Our autonomous driving vehicle leasing services are provided as part of our efforts to
gain new customers. We lease our commercial vehicles with various L4 autonomous driving
functions to customers as a try-before-you-buy option with an expectation to potentially
convert them into our autonomous driving vehicle solutions customers. Our revenue
generated from autonomous driving vehicle leasing services decreased in the Track Record
Period as such customers decided to purchase our autonomous driving vehicle solutions.
See “Financial Information—Description of Selected Items from Consolidated
Statements of Profit or Loss.”
SUMMARY
–1 2–


--- page 22 ---
Description of Certain Items of Consolidated Statements of Financial Position
The following table sets forth certain selected items of our consolidated statements of
financial position as of the dates indicated:
As of December 31,
As of
March 31,
2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Total non-current assets 127,812 107,312 105,662 103,449
Total non-current liabilities 25,898 27,408 11,375 10,377
Total current assets 718,682 560,470 524,127 499,833
Total current liabilities 188,935 190,085 350,811 369,379
Net current assets 529,747 370,385 173,316 130,454
Net assets 631,661 450,289 267,603 223,526
Non-controlling interests (724) (4,792) (2,320) (2,707)
For details on the accounting treatment of redemption rights and liquidation
preference rights of Pre-IPO Investments, see “— Pre-IPO Investments” above and note 30 to
the Accountants’ Report set out in Appendix I to this prospectus.
Among our non-current assets, our property, plant and equipment increased from
RMB32.7 million as of December 31, 2023 to RMB36.1 million as of December 31, 2024,
primarily due to an increase in electronic equipment and others in relation to the newly added
purchase of servers to support our business growth, partially offset by (i) a decrease in
machinery equipment and (ii) a decrease in leasehold improvements. Our property, plant and
equipment decreased to RMB28.0 million as of December 31, 2025, primarily due to
depreciation.
Our net current assets decreased from RMB173.3 million as of December 31, 2025 to
RMB130.5 million as of March 31, 2026. Our total current assets decreased from RMB524.1
million as of December 31, 2025 to RMB499.8 million as of March 31, 2026, primarily due to
a decrease in trade and bills receivables of RMB29.1 million, partially offset by an increase in
inventories of RMB12.3 million. Our total current liabilities increased from RMB350.8
million as of December 31, 2025 to RMB369.4 million as of March 31, 2026, primarily due to
an increase in interest-bearing bank loans of RMB25.9 million, partially offset by a decrease
in other payables and accruals of RMB7.2 million.
Our net current asset decreased from RMB370.4 million as of December 31, 2024 to
RMB173.3 million as of December 31, 2025. Our total current assets decreased from
RMB560.5 million as of December 31, 2024 to RMB524.1 million as of December 31, 2025,
primarily due to (i) a decrease in financial assets measured at fair value through profit or loss
(“FVTPL ”) and (ii) a decrease in cash and cash equivalents, partially offset by an increase in
trade and bills receivables. Our total current liabilities increased from RMB190.1 million as of
December 31, 2024 to RMB350.8 million as of December 31, 2025, primarily due to (i) an
increase in interest-bearing bank loans and (ii) an increase in trade and bills payables. Our net
assets decreased from RMB450.3 million as of December 31, 2024 to RMB267.6 million as of
December 31, 2025, primarily due to (i) an increase in accumulated losses attributable to
owners of the parent and a decrease in non-controlling interests as a result of our net loss for
the year; and (ii) a decrease in the fair value reserve of financial assets at fair value through
other comprehensive income, partially offset by an increase in capital reserve due to the
recognition of equity-settled share-based payment reserve.
SUMMARY
–1 3–


--- page 23 ---
Our net current assets decreased from RMB529.7 million as of December 31, 2023 to
RMB370.4 million as of December 31, 2024. Our total current assets decreased from
RMB718.7 million as of December 31, 2023 to RMB560.5 million as of December 31, 2024,
primarily due to (i) a decrease in cash and cash equivalents, (ii) a decrease in financial assets at
FVTPL, and (iii) a decrease in inventories, partially offset by an increase in trade and bills
receivables. Our total current liabilities increased from RMB188.9 million as of December 31,
2023 to RMB190.1 million as of December 31, 2024, primarily due to a decrease in
interest-bearing bank loans, partially offset by (i) an increase in other payables and accruals,
and (ii) an increase in trade and bills payables. Our net assets decreased from RMB631.7
million as of December 31, 2023 to RMB450.3 million as of December 31, 2024, primarily due
to (i) an increase in accumulated losses attributable to owners of the parent and a decrease in
non-controlling interests as a result of our net loss for the year; and (ii) a decrease in the fair
value reserve of financial assets at fair value through other comprehensive income, partially
offset by (i) an increase in capital reserve due to the recognition of equity-settled share-based
payment reserve; (ii) an increase in capital reserve due to loss of control of an entity; and (iii)
an increase in paid-in capital due to capital contribution from investors.
See “Financial Information — Description of Certain Items of Consolidated
Statements of Financial Position.”
As we are still at the early stage of the commercialization of our solutions, while we
have made substantial investments in R&D activities and incurred a substantial amount of
expenses in our business operations, we recorded net losses which resulted in our accumulated
losses during the Track Record Period.
Liquidity and Capital Resources
The following table sets forth a summary of our consolidated statements of cash flows
for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net cash flows used in operating activities (119,948) (208,503) (173,867)
Net cash flows from/(used in) investing activities (57,363) 24,264 17,417
Net cash flows from/(used in) financing
activities 326,772 (8,302) 46,804
Net (decrease)/increase in cash and cash
equivalents 149,461 (192,541) (109,646)
Cash and cash equivalents
at beginning of year 263,423 412,968 221,733
Effect of foreign exchange rate changes, net 84 1,306 1,262
Cash and cash equivalents
at end of year 412,968 221,733 113,349
As we are still at the early stage of the commercialization of our solutions, while we
have made substantial investments in R&D activities and incurred a substantial amount of
expenses in our business operations, we recorded loss before tax which was the primary factor
leading to our net operating cash outflows during the Track Record Period.
See “Financial Information — Liquidity and Capital Resources.”
SUMMARY
–1 4–


--- page 24 ---
Long cash conversion cycle and cashflow mismatch
During the Track Record Period, we noted that it took us long time to turn inventories
into cash in our operation which may result in cashflow mismatch. Our inventory turnover
days were 302.1 days, 138.6 days and 119.2 days, respectively, in 2023, 2024 and 2025; our
trade and bills receivables turnover days were 295.1 days, 263.6 days and 310.8 days,
respectively, in 2023, 2024 and 2025; while our trade and bills payables turnover days were
125.2 days, 122.7 days and 194.6 days, respectively, in 2023, 2024 and 2025.
Going forward, we will (i) continue to adhere to our current inventory management
measures, and expects to further improve our inventory management by prioritizing the
utilization of existing inventories and close observation on the market price of key raw
materials to facilitate a more efficient procurement plan; and (ii) prudently review the
recoverability of trade receivables and long-aged trade receivables and strive to negotiate
more favorable credit terms when entering into new contracts with customers. See “Financial
Information — Description of Certain Items of Consolidated Statement of Financial Position
— Inventories”, “Financial Information — Description of Certain Items of Consolidated
Statement of Financial Position — Trade and Bills Receivables.”
Key Financial Ratios
The following table sets forth certain of our key financial and operational ratios as of
the dates or for the years indicated:
Year ended December 31,
2023 2024 2025
R e v e n u eg r o w t hr a t e(1) 146.4% 64.5% 23.6%
Gross profit margin (2) 48.8% 43.7% 51.1%
As of December 31,
2023 2024 2025
Gearing ratio (3) 25.4% 32.6% 57.5%
Current ratio (4) 3.8 2.9 1.5
Cash ratio (5) 2.6 1.3 0.3
See “Financial Information — Key Financial Ratios.”
Key Operational Data
Total number of customers and new customers
We had a total of 88, 100 and 110 customers in 2023, 2024 and 2025, respectively. We
had 64, 72 and 73 new customers in 2023, 2024 and 2025, respectively. Our growing customer
base demonstrates the market’s confidence in and acceptance of our solutions and services.
Notes:
(1) Revenue growth rate is calculated by dividing revenue for the relevant year by revenue for the previous year
and multiplied by 100%.
(2) Gross profit margin is calculated by dividing revenue for the relevant year by gross profit for the relevant year
and multiplied by 100%.
(3) Gearing ratio is calculated by by dividing total assets by total liabilities as of the year end and multiplied by
100%.
(4) Current ratio is calculated by dividing total current assets by total current liabilities as of the year end.
(5) Cash ratio is calculated by dividing the sum of cash and cash equivalents, restricted cash, and financial assets
at FVTPL by total current liabilities as of the year end.
SUMMARY
–1 5–


--- page 25 ---
Key customer retention rate and net dollar retention rate of key customers
In each of 2023, 2024 and 2025, our average retention rate of key customers (1) was
75.0%, 75.0% and 66.7%, respectively, serving as the proof of the quality of our solutions and
services. The net dollar retention rate of such key customers
(2) was 122.9%, 124.9% and
68.3%, respectively, in each of 2023, 2024 and 2025. The key customer retention rate and
dollar retention rate of key customers declined in 2025, primarily because one customer that
purchased autonomous driving kit solution in 2024 did not place new orders in 2025 as it was
developing new vehicle chassis which would require additional time for re-adaptation with our
products, while two other customers that purchased autonomous driving software solutions
maintain stable operations and had no new customized service requirements in 2025. The
continued acceptance of our products by those key customers may also lead to a positive
public perception of our offerings in the market.
Key operational and financial indicators by business lines
Autonomous driving vehicle solutions
Year ended December 31,
2023 2024 2025
Number of transactions (1) 56 94 126
Number of vehicles 117 204 216
Number of customers 45 66 83
Revenue (RMB’000) 96,301 146,623 195,171
Note:
(1) Some transactions were relating to operation and maintenance services only in a certain year.
Autonomous driving kit solutions
Year ended December 31,
2023 2024 2025
Number of transactions 26 28 12
Number of kits 86 168 7,829
Number of customers 19 27 10
Revenue (RMB’000) 27,383 48,738 10,497
Our kit solutions customers in 2023 and 2024 are commercial vehicle manufacturers,
while in the second half of 2025, we secured and delivered a significantly larger number of kits
to a new customer which is a passenger car manufacturer with significantly larger demand in
view of its target customers. We have offered a relatively low price to such customer as it is a
new customer and has placed bulk orders for 30,000 kits, which has led to the decrease in
revenue from kit solutions.
Autonomous driving software solutions
Year ended December 31,
2023 2024 2025
Number of transactions 18 13 23
Number of customers 15 12 16
Revenue (RMB’000) 34,428 67,462 121,318
(1) Calculated by dividing the number of key customers contributing to our revenue in both the current year and
the previous year by the number of key customers contributing to our revenue in the previous year. Key
customers are those have a cumulative contribution to our revenue of more than RMB10 million in the Track
Record Period.
(2) Calculated by dividing the revenue generated from retained key customers of a certain year by the revenue
generated from those customers in the previous year.
SUMMARY
–1 6–


--- page 26 ---
Autonomous driving vehicle leasing services
Year ended December 31,
2023 2024 2025
Number of transactions 11 8 6
Number of vehicles 35 13 15
Number of customers 9 7 3
Number of customers subsequently
purchased autonomous driving
vehicle solutions in the same year 4 3 2
Revenue (RMB’000) 3,251 2,673 1,271
Some of our customers purchased more than one type of solutions or services during
the Track Record Period. They are counted as one customer in each of the corresponding
business lines in the tables above.
Order backlog
In 2025, we had entered into orders with transaction value amounting to approximately
RMB519 million from which we had recognized approximately RMB270 million of revenue as
of December 31, 2025, with the remaining orders to be delivered in 2026; and we further
secured additional orders with transaction value amounting to approximately RMB95.2
million subsequent to December 31, 2025 and up to the Latest Practicable Date primarily
relating to the sales of our autonomous driving vehicle solutions and autonomous driving
software solutions, which are expected to be delivered in 2026 and 2027.
According to Frost & Sullivan, all the calculation basis of the key operating metrics are
in line with industry norm, and that the average retention rates of key customers during the
Track Record Period were considered high when compared to its industry peers.
Burn Rate
Our cash burn rate refers to the average monthly aggregate amount of (i) net cash used
in operating activities, (ii) capital expenditure, and (iii) lease payment. Our historical monthly
average cash burn rate was RMB13.0 million, RMB21.1 million and RMB15.7 million in
2023, 2024 and 2025, respectively. We had cash and cash equivalents, financial assets at
FVTPL and unutilized banking facilities of RMB298.0 million in aggregate as of December
31, 2025. We estimate that we will receive net proceeds of approximately HK$795.4 million
after deducting the listing expenses payable by us in the Global Offering, assuming no Offer
Size Adjustment Option is exercised and assuming an Offer Price of HK$60.30 per Offer
Share.
We assume that the average cash burn rate going forward will be similar to the cash burn
rate level in 2025 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, and we estimate that our cash and cash equivalents, financial assets
at FVTPL and unutilized banking facilities as of December 31, 2025 will be able to maintain
our financial viability for approximately 18.9 months or, if we take into account 10% of the
estimated net proceeds from the Global Offering (namely, the portion allocated for our
working capital and other general purposes), approximately 23.4 months or, if we take into
account 100% of the estimated net proceeds (based on the Offer Price) from the Global
Offering, for approximately 63.2 months. Our Directors and our management will continue to
monitor our working capital, cash flows, and our business development status.
We have no immediate plan for future financing after the Listing for purpose of our
commercialization plan as disclosed in this prospectus taking into account our available cash,
proceeds from the Global Offering and based on our cash burn rate. However, with the
continuing expansion of our business and development of our solutions or services, or if we
discover suitable targets for acquisition or business collaboration, we could not exclude the
possibility to require further funding through public or private equity offerings, debt
financing and other sources. We will comply with applicable laws and regulations, including
requirements under the Listing Rules, when we proceed with such financings.
See “Financial Information — Working Capital Sufficiency”.
SUMMARY
–1 7–


--- page 27 ---
APPLICATION FOR THE LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the granting of the listing of, and
permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including any H Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option) on the Main Board of the Stock Exchange and the conversion of
Unlisted Shares into H Shares. on the basis that, among other things, we satisfy the
requirements under Rule 18C.03 of the Listing Rules (as modified by the Joint Announcement
of the SFC and the Stock Exchange in relation to Temporary Modifications to Requirements
for Specialist Technology Companies and De-SPAC Transaction dated August 23, 2024) as a
Commercial Company with reference to our expected market capitalization at the time of
Listing, which, based on the Offer Price stated in this prospectus, exceeds HK$4 billion.
OFFERING STATISTICS
Based on the Offer
Price of HK$60.30
per Offer Share
Market capitalization of our Shares upon completion of the Global
Offering assuming the Offer Size Adjustment Option is not
exercised
(1) HK$9,797.8 million
Unaudited pro forma adjusted net tangible assets per
Offer Share (2) HK$6.83
Notes:
(1) The calculation of market capitalization is based on 162,485,020 Shares expected to be in issue immediately
upon completion of the Global Offering (assuming the Offer Size Adjustment Option is not exercised).
(2) See “Appendix II — Unaudited Pro Forma Financial Information” for further details regarding the
assumptions used and the calculation method.
LISTING EXPENSES
Based on the Offer Price of HK$60.30 per Share, the total estimated listing expenses in
relation to the Global Offering are RMB67.2 million (HK$76.8 million), assuming the Offer
Size Adjustment Option is not exercised, which constitute approximately 8.8% of the gross
proceeds. Our total estimated listing expenses consist of (i) underwriting-related expenses of
RMB30.6 million (HK$35.0 million), and (ii) non-underwriting-related expenses of RMB36.6
million (HK$41.8 million), including (a) fees payable to our legal advisors and Reporting
Accountant of RMB22.3 million (HK$25.5 million) and (b) other fees and expenses,
including fees payable to the sponsor and the fees of other professional parties such as
financial printers, industry consultant, background search agent and share registrar, of
RMB14.3 million (HK$16.3 million). During the Track Record Period, RMB20.3 million
(HK$23.2 million) had been recognized as expenses in our consolidated statements of profit
or loss. Subsequent to the Track Record Period, we expect RMB12.5 million (HK$14.3
million) will be recognized as expenses in our consolidated statements of profit or loss, and
RMB34.4 million (HK$39.3 million) is to be accounted for as a deduction from equity upon
the Listing. The listing expenses above are the latest practicable estimate for reference only,
and the actual amount may differ from this estimate.
SUMMARY
–1 8–


--- page 28 ---
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$795.4 million, assuming an Offer Price of HK$60.30 per Offer Share, after deducting the
underwriting commissions and estimated expenses paid or payable by us in connection with
the Global Offering and assuming that the Offer Size Adjustment Option is not exercised.
In line with our strategies, we intend to apply the net proceeds from the Global
Offering, in the next three to four years, for the following purposes and in the amounts set
forth below:
• approximately 46.7% of the net proceeds, or HK$371.5 million, will be used to
continuously enhance our R&D capabilities and solutions provision;
• approximately 33.5% of the net proceeds, or HK$266.5 million, will be used for
our overseas and domestic business development and improving our
commercialization capability;
• approximately 9.8% of the net proceeds, or HK$77.9 million, will be used for
making strategic investments; and
• approximately 10.0% of the net proceeds, or HK$79.5 million, will be used for
working capital and general corporate purposes.
See “Future Plans and Use of Proceeds.”
DIVIDENDS
No dividend had been paid or declared by our Company during the Track Record
Period. There is no assurance that dividends of any amount will be declared or be distributed
in any year. Although currently we do not have a formal dividend policy or a fixed dividend
distribution ratio, our Board may declare dividends in the future after taking into account
various factors, including our future earnings and cash inflows, future plan for use of funds,
long-term development of our business, statutory reserves, discretionary common reserve
funds, legal and regulatory restrictions, and other factors which our Directors consider
relevant. Distribution of dividends will be decided by our Board at their discretion and will be
subject to Shareholders’ approval. In addition, our dividend policy will also be subject to our
Articles of Association, the PRC Company Law, any other applicable PRC laws and
regulations. In any event, we will pay dividends out of our profit after tax only after we have
made the following allocations:
(a) recovery of accumulated losses, if any;
(b) allocation to the statutory common reserve fund an amount of 10% of our profit
after tax, as determined under the Accounting Standards for Business Enterprises
issued by the MOF (the “ PRC GAAP ”); until such fund has reached more than
50% of our registered capital; and
(c) allocation, if any, to a discretionary common reserve fund an amount approved
by the shareholders in a shareholders’ meeting.
Payment of dividends is subject to restrictions under PRC laws. Under PRC laws,
dividends may be paid only out of distributable profits. As such, we cannot pay dividends in
view of our accumulated losses as advised by our PRC Legal Advisors. Distributable profits
are our net profit as determined under PRC GAAP, less any recovery of accumulated losses
and appropriations to statutory and other reserves that we are required to make.
SUMMARY
–1 9–


--- page 29 ---
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Recent Developments
The table below sets forth the volume of our solutions and services delivered to our
customers from January 1, 2026 to March 31, 2026:
Number of
transactions
Number of
vehicles/kits
Autonomous driving vehicle solutions 36 (1) 12
Autonomous driving kit solutions 3 1,811
Autonomous driving software solutions 4 N/A
Autonomous driving vehicle leasing services 2 7
Notes:
(1) Including transactions under which we only delivered services.
Subsequent to December 31, 2025 and up to March 31, 2026, we had obtained
additional banking facilities amounting to RMB210 million to further strengthen our
working capital sufficiency.
Recent shifts in global trade policies, including rising geopolitical tensions and an
escalation in tariff measures between major economies such as China and the United States,
have increased regulatory uncertainty across many sectors. As of the Latest Practicable Date,
these developments have not had any material adverse impact on our business operations or
financial performance. This is primarily because we do not procure key materials from the
United States, nor do we engage in any direct sales to the U.S. market. For further discussion
of the potential risks and impacts related to international trade tensions and policy changes,
see “Risk Factors — Risks Relating to Our Industry and Business Operations — Changes in
international relationships and trade policies may adversely impact our business, financial
condition, and results of operations.” and “Business — Impact of Trade Restrictions, Tariff
Policies and International Sanctions.”
Recent regional conflicts and war in the Middle East has not had any material adverse
impact on our business operations or financial performance as of the Latest Practicable Date,
as we did not have ongoing projects in the Middle East and our negotiations with local
partners were still ongoing as of the Latest Practicable Date. Our business expansion into the
Middle East will be implemented in a prudent manner in view of the current situation. For
further discussion of the potential risks and impacts related to such regional conflicts and
war, see “Risk Factors — Our ’overseas expansion’ strategy will be subject to a variety of costs
and legal, regulatory, political and economic risks” and “Risk Factors — Risks Relating to
Our Industry and Business Operation s—As e v e r eo rp r olonged downturn in the global or
regional economy could materially and adversely affect our business and financial condition.”
No Adverse Change
Our Directors confirm that up to the date of this prospectus, there has been no material
adverse change in our financial or trading position or prospects since December 31, 2025,
being the end of the year reported on as set out in the Accountants’ Report included in this
prospectus, and up to the date of this prospectus.
As we are still in the early stage of commercialization, and we expect to incur a
substantial amount of R&D expenses to further strengthen our R&D capabilities, develop,
upgrade and iterate our technologies and solutions, while we will continue to expand our sales
and marketing team to execute our business expansion plan, we expect to record loss for the
year in 2026.
SUMMARY
–2 0–


--- page 30 ---
In this prospectus, unless the context otherwise requires, the following terms shall have
the meanings set out below. Certain other terms are explained in “Glossary of Technical
Terms.”
“Accountant’s Report” the accountant’s report for the Track Record Period of
our Company, details of which is set out in Appendix I
to this prospectus
“ AFRC” the Accounting and Financial Reporting Council of
Hong Kong
“Acting-in-Concert
Arrangement”
the arrangement under the acting-in-concert agreement
dated December 17, 2019 entered into among Mr. Wu,
Mr. Jiang, Mr. Zhou, Mr. Peng, details of which are set
out in “History, Development and Corporate Structure —
Acting-in-Concert and Voting Proxies Arrangements”
“Articles of Association” or
“Articles”
the articles of association of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix V to this
prospectus
“AUM” assets under management
“Beijing Simaju” Be ijing Simaju Technology Center (Limited
Partnership) (Υྫ ), a
limited partnership established in the PRC on April 19,
2016, which is owned as to (i) 18.53% by Mr. Wu (its
general partner) beneficially; and (ii) 61.47% by Mr. Wu
and 20% by Mr. Zhou (its limited partner) for the
benefit of the option grantees under the Pre-IPO
Incentive Schemes
“Board” or “Board of Directors” our board of Directors
“business day” a day on which banks in Hong Kong are generally open
for normal banking business to the public and which is
not a Saturday, Sunday or public holiday in Hong Kong
“CAGR” compounded annual growth rate, which is calculated by
dividing the amount at the end of the period by the
amount of the beginning of that period, raising the
result to an exponent of one divided by the number of
years in the period, and subtracting one from the
subsequent result
“Capital Market Intermediaries”
or “capital market
intermediary(ies)”
the capital market intermediaries participating in the
Global Offering and has the meaning ascribed thereto
under the Listing Rules
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“Chairman” chairman of our Board
DEFINITIONS
–2 1–


--- page 31 ---
“China” or “PRC” the People’s Republic of China which, for the purpose of
this prospectus and for geographical reference only,
excludes Hong Kong, the Macau Special Administrative
Region and Taiwan
“Co-founders” the co-founders of our Company, namely Mr. Wu, Mr.
Jiang, Mr. Zhou, Mr. Peng and Mr. Zhao
“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”,
“the Company”, “we” or “us”
UISEE Technologies (Beijing) Co., Ltd. (Ҧ̏
ʮ̡ ), a company established as a limited
liability company in the PRC on February 3, 2016 which
was converted into a joint stock company with limited
liability on November 8, 2024
“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;
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules
and, unless the context requires otherwise, refers to the
group of Shareholders comprising Mr. Wu, Mr. Jiang,
Mr. Zhou, Mr. Peng and Beijing Simaju
“Core R&D Team” our core R&D team, background of which is set out in
“Business — Research and Development — Our R&D
Team”
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSDC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡ )
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ )
“Designated Bank” HKSCC Participant’s EIPO Designated Bank
“Deep Glint” Beijing Deep Glint Technology Co., Ltd. (ᜳଉᐘ
ʮ̡ ), a company established in the
PRC on August 16, 2013, the shares of which are listed
on the STAR Market of the Shanghai Stock Exchange
(stock code: 688207.SH), and one of our Shareholders.
As of the Latest Practicable Date, Mr. Zhao was
interested in 27.14% of the number of its issued shares
“Director(s)” the director(s) of our Company
DEFINITIONS
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“EIT Law” the PRC Enterprise Income Tax Law ( ʕശɛ͏΍ձ਷
), as enacted by the NPC on March 16,
2007 and effective on January 1, 2008, as amended,
supplemented or otherwise modified from time to time
“Exchange Participant(s)” a person: (a) who, in accordance with the Rules of the
Exchange, may trade on or through the Stock Exchange;
and (b) whose name is entered in a list, register or roll
kept by the Stock Exchange as a person who may trade
on or through the Stock Exchange
“Extreme Conditions” the occurrence of “extreme conditions” as announced
by the government of Hong Kong in the case where a
super typhoon or other natural disaster of a substantial
scale seriously affects the working public’s ability to
resume work or brings safety concern for a prolonged
period
“Fast Interface for New
Issuance” or “FINI”
an online platform operated by HKSCC that is
mandatory for admission to trading and, where
applicable, the collection and processing of specified
information on subscription in and settlement for all
new listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a
global market research and consulting company, which
is an Independent Third Party
“F&S Report” or “Frost &
Sullivan Report”
an independent market research report commissioned
by us and prepared by Frost & Sullivan for the purpose
of this prospectus
“General Rules of HKSCC” General Rules of HKSCC published by the Stock
Exchange, as amended or supplemented or otherwise
modified from time to time
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Greater China” for the purpose of this prospectus and for geographical
reference only, includes the Chinese Mainland, the
Hong Kong Special Administrative Region, the Macau
Special Administrative Region and Taiwan
“Group”, “our Group”, “we”,
“our” or “us”
our Company, its subsidiaries and entities which we
previously controlled, the financial results of which
were consolidated and accounted for as subsidiary of
our Company through contractual arrangements, or any
of them
“H Share(s)” ordinary share(s) in the share capital of our Company
with a nominal value of RMB0.10 each, which are to be
subscribed for and traded in Hong Kong dollars and to
be listed on the Stock Exchange
“H Shareholder(s)” holder(s) of H Share(s)
“H Share Registrar” Tricor Investor Services Limited
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting applications
online through the designated website at www.hkeipo.hk
DEFINITIONS
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“HK eIPO White Form Service
Provider”
the HK eIPO White Form service provider designated by
our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a clearing
participant or a custodian participant under HKSCC 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 in relation to
CCASS, containing the practices, procedures and
administrative requirements relating to the operation
and functions of CCASS, as from time to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a
direct clearing participant, a general clearing
participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong dollar(s)” or
“HKD” or “HK$”
Hong Kong dollar(s), the lawful currency of Hong Kong
“HKICPA ” Hong Kong Institute of Certified Public Accountants
“Hong Kong Offer Shares” the 723,100 H Shares initially being offered by our
Company for subscription at the Offer Price pursuant to
the Hong Kong Public Offering, subject to reallocation
as described in the section headed “Structure of the
Global Offering” in this prospectus
“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer
Shares to the public in Hong Kong at the Offer Price
(plus brokerage of 1.0%, SFC transaction levy of
0.0027%, Stock Exchange trading fee of 0.00565% and
AFRC transaction levy of 0.00015%), subject to and in
accordance with the terms and conditions set out in this
prospectus
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering
whose names are set out in the section headed
“Underwriting — Hong Kong Underwriters” in this
prospectus
DEFINITIONS
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“Hong Kong Underwriting
Agreement”
the underwriting agreement dated May 11, 2026 relating
to the Hong Kong Public Offering entered into among
our Company, the Controlling Shareholders, the Sole
Sponsor, the Overall Coordinators and the Hong Kong
Underwriters, as further described in the section headed
“Underwriting — The Hong Kong Public Offering” in
this prospectus
“IASB” International Accounting Standards Board
“IFRSs” IFRS Accounting Standards, which include standards,
amendments and interpretations promulgated by the
International Accounting Standards Board and the
International Accounting Standards and Interpretation
issued by the International Accounting Standards
Committee
“Independent Third Party(ies)” individual(s) or company(ies) which, to the best of our
Directors’ knowledge, information, and belief, having
made all reasonable enquiries, is/are not our connected
persons
“International Offer Shares” the 13,738,100 H Shares being offered for subscription
at the Offer Price under the International Offering,
together, where relevant, with any additional Shares
which may be issued pursuant to the exercise of the
Offer Size Adjustment Option, subject to reallocation as
described in “Structure of the Global Offering”
“International Offering” the offer of the International Offer Shares at the Offer
Price (plus brokerage of 1%, SFC transaction levy of
0.0027%, Stock Exchange trading fee of 0.00565% and
AFRC transaction levy of 0.00015%) outside the United
States in offshore transactions in accordance with
Regulation S, on and subject to the terms and conditions
of the International Underwriting Agreement, as
further described in “Structure of the Global Offering”
“International Sanctions Legal
Advisors”
King & Wood, our legal advisors as to international
sanctions law in connection with the Global Offering
“International Underwriters” the group of international underwriters expected to
enter into the International Underwriting Agreement
relating to the International Offering
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering to be entered into by, among
others, our Company, the Overall Coordinators and the
International Underwriters on or about Monday, May
18, 2026, as further described in “Underwriting”
“IP” intellectual property
“Joint Bookrunners” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
DEFINITIONS
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“Joint Global Coordinators” the joint global coordinators as named in the section
headed “Directors and Parties Involved in the Global
Offering” of this prospectus
“Joint Lead Managers” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Latest Practicable Date” May 3, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained
in this prospectus prior to its publication
“Listing” the listing of our H Shares on the Main Board
“Listing Committee” the listing sub-committee of the board of directors of
the Stock Exchange
“Listing Date” the date, expected to be on or about Wednesday, May 20,
2026, on which dealings in our H Shares first commence
on the Main Board
“Listing Guide” the Guide for New Listing Applicants, as published by
the Stock Exchange, as amended or supplemented or
otherwise modified from time to time
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operated in parallel with the GEM (formerly
known as the Growth Enterprise Market) of the Stock
Exchange
“MIIT” the Ministry of Industry and Information Technology
of the PRC (ʷ௅ )
“MOF” the Ministry of Finance of the PRC ( ʕശɛ͏΍ձ਷ৌ
௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷
ਠਕ௅)
“Mr. Chiang” Mr. Chiang Tsung Che (ࡪ֚our executive Director,
chief financial officer, Board secretary and joint
company secretary
“Mr. Jiang” Mr. Jiang Yan (֧۴one of our Co-founders and one
of our Controlling Shareholders
“Mr. Peng” Mr. Peng Jinzhan (࢝one of our Co-founders and
one of our Controlling Shareholders, our head of
innovation business division and deputy general
manager
DEFINITIONS
–2 6–


--- page 36 ---
“Mr. Wu” Mr. Wu Gansha ( ю͚Ӎ), one of our Co-founders and
one of our Controlling Shareholders, our Chairman,
executive Director and chief executive officer
“Mr. Zhao” Mr. Zhao Y ong (ۇone of our Co-founders
“Mr. Zhou” Mr. Zhou Xin ( մ㒥), one of our Co-founders and one
of our Controlling Shareholders, executive Director,
chief products officer and deputy general manager
“NDRC” the National Development and Reform Commission of
the PRC (ึ )
“Offer Price” the offer price per Offer Share (exclusive of brokerage of
1.0%, SFC transaction levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC transaction levy of
0.00015%) at which the Offer Shares are to be
subscribed for and issued pursuant to the Global
Offering
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares
“Offer Size Adjustment Option” the option e xpected to be granted by our Company
under the International Underwriting Agreement to the
International Underwriters, exercisable by the Overall
Coordinators (on behalf of the International
Underwriters), pursuant to which our Company may
allot and issue up to an aggregate of 2,169,150
additional H Shares (representing in aggregate
approximately 15% of the Offer Shares initially being
offered under the Global Offering) at the Offer Price, to
cover the excess demand in the International Offering, if
any, as described in the section headed “Structure of the
Global Offering — The International Offering — Offer
Size Adjustment Option”
“Overall Coordinators” CLSA Limited, BOCOM International Securities
Limited, DBS Asia Capital Limited, China Galaxy
International Securities (Hong Kong) Co., Limited
“Overseas Listing Trial
Measures”
the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies
( ) and five
supporting guidelines promulgated by the CSRC on
February 17, 2023 and effective on March 31, 2023
“Pathfinder SII(s)” has the meaning ascribed to it under Chapter 2.5 of the
Listing Guide, and unless the context otherwise
requires, refers to the Pre-IPO Investor(s) which are set
out in “History, Development and Corporate Structure
— Pre-IPO Investments — Information about the
Pre-IPO Investors — Our Pathfinder SIIs”
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ ), the central
bank of the PRC
“PRC Company Law” the Company Law of the People’s Republic of China
()
DEFINITIONS
–2 7–


--- page 37 ---
“PRC government” the central government of the PRC and all governmental
subdivisions (including provincial, municipal and other
regional or local government entities) and organizations
of such government or, as the context requires, any of
them
“PRC Legal Advisors” King & Wood, our legal advisors as to PRC laws in
connection with the Global Offering
“Pre-IPO Incentive Schemes” the 2017 incentive scheme of our Company as effective
on March 2017, and the 2020 incentive scheme of our
Company as effective on April 29, 2020 which
superseded the 2017 incentive scheme
“Pre-IPO Investments” the investments made by the Pre-IPO Investors in our
Company, the principal terms of which are summarized
out in “History, Development and Corporate Structure
— Pre-IPO Investments”
“Pre-IPO Investors” the inv estor(s) who participated in the Pre-IPO
Investments, details of which are set out in “History,
Development and Corporate Structure — Pre-IPO
Investments — Information about the Pre-IPO
Investors”
“Regulation S” Regulation S under the U.S. Securities Act
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC
“Reporting Accountants” Ernst & Y oung, our reporting accountant
“SAFE” the State Administration of Foreign Exchange of the
PRC (̮ි၍ଣ҅ )
“SAMR” the State Administration for Market Regulation of the
PRC (̹ఙ္ຖ၍ଣᐼ҅ )
“Securities and Futures
Commission” or “SFC”
the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance of Hong Kong
(Chapter 571 of the Laws of Hong Kong), as amended,
supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each before the Share
Subdivision, and RMB0.10 each after the Share
Subdivision
“Shareholder(s)” holder(s) of the Share(s)
“Share Subdivision” the subdivision of each Share with a nominal value of
RMB1.00 each into ten Shares with a nominal value of
RMB0.10 each pursuant to the resolution passed by the
then Shareholders on May 15, 2025
“Sole Sponsor” CITIC Securities (Hong Kong) Limited
DEFINITIONS
–2 8–


--- page 38 ---
“Sophisticated Independent
Investor(s)” or “SII(s)”
has the meaning ascribed to it under Chapter 2.5 of the
Listing Guide, and unless the context otherwise
requires, refers to the Pre-IPO Investor(s) set out in
“History, Development and Corporate Structure —
Pre-IPO Investments — Information about the Pre-IPO
Investors — Our Pathfinder SIIs” and “History,
Development and Corporate Structure — Pre-IPO
Investments — Information about the Pre-IPO Investors
— Our Sophisticated Independent Investors”
“Sponsor-Overall Coordinator” CLSA Limited
“sq.m.” square meter
“STA ” the State Taxation Administration of the PRC ( ʕശɛ
೼ਕᐼ҅ )
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫ )
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC,
as amended, supplemented or otherwise modified from
time to time
“Track Record Period” the years ended December 31, 2023, 2024 and 2025
“UISEE Beijing” UISEE Future (Beijing) Technology Co., Ltd. ( යැ͊Ը
ʮ̡ ), a company established in the
PRC with limited liability on January 24, 2019 and a
direct wholly-owned subsidiary of our Company
“UISEE Chongqing” UISEE Tianxia (Chongqing) Automobile Technology
Co., Ltd. (ʮ̡ ), a
company established in the PRC with limited liability on
March 17, 2023 and a direct non-wholly owned
subsidiary of our Company which is owned as to 93.02%
by our Company and 6.98% by UISEE Tianjin
Management
“UISEE Hong Kong” UISEE Technologies (Hong Kong) Limited (Ҧ
ʮ̡ ), a company incorporated in Hong
Kong with limited liability on June 7, 2022 and an
indirect wholly-owned subsidiary of our Company
“UISEE Qatar” UISEE Technologies Ltd, a single-member limited
liability company incorporated in Qatar on October 8,
2024 and a direct wholly-owned subsidiary of our
Company
“UISEE Shanghai” UISEE (Shanghai) Automobile Technology Co., Ltd.
(ʮ̡ ), a company established
in the PRC with limited liability on November 1, 2016
and a direct wholly-owned subsidiary of our Company
DEFINITIONS
–2 9–


--- page 39 ---
“UISEE Shenzhen” UISEE Future (Shenzhen) Technology Co., Ltd. ( යැ
ʮ̡ ), a company established in the
PRC with limited liability on May 17, 2021 and a direct
wholly-owned subsidiary of our Company
“UISEE Singapore” UISEE Technologies (Singapore) Pte. Ltd., a company
incorporated in Singapore with limited liability on April
16, 2024 and an indirect wholly-owned subsidiary of our
Company
“UISEE Tianjin” UISEE Technologies (Tianjin) Co., Ltd. (Ҧ˂
ʮ̡ ), a company established in the PRC with
limited liability on June 27, 2019 and a direct
wholly-owned subsidiary of our Company
“UISEE Tianjin Management” T ianjin UISEE Enterprise Management Partnership
(Limited Partnership) (යැΆุ၍ଣΥྫΆุ Ϟ
Υྫ), a limited partnership established in the PRC
on April 16, 2021 which is owned as to 0.01% by Tianjin
Damang Technologies Co., Ltd. (ʮ̡ )
(a company wholly owned by Mr. Wu) as general
partner, and 99.98% by Mr. Wu and 0.01% by Mr. Peng
as limited partners
“UISEE Wuhan” UISEE Technologies (Wuhan) Co., Ltd. (؛
ʮ̡ ), a company established in the PRC with
limited liability on October 15, 2020 and a direct
wholly-owned subsidiary of our Company
“UISEE Yizhi” UISEE Yizhi (Beijing) Technology Co., Ltd. ( යැ͵౽
ʮ̡ ), a company established in the
PRC with limited liability on March 10, 2025 and a
direct wholly-owned subsidiary of our Company
“UISEE Zhejiang” UISEE Technologies (Zhejiang) Co., Ltd. (Ҧ
ʮ̡ ), a company established in the PRC
with limited liability on July 18, 2017 and a direct
wholly-owned subsidiary of our Company
“Underwriter(s)” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“Unlisted Share(s)” ordinary share(s) in the share capital of our Company,
with a nominal value of RMB0.10 each, which is/are not
listed or traded on any stock exchange
“U.S.” or “United States” the United States of America, its territories, its
possessions, any State of the United States, and the
District of Columbia
“U.S. dollar(s)” or “USD” or
“US$”
United States dollar(s), the lawful currency of the
United States
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time
DEFINITIONS
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“V AT” value-added tax; all amounts are exclusive of V AT in
this prospectus except where indicated otherwise
“VIE” variable interest entity
“Voting Proxies Arrangement” the arrangement under the agreements dated September
9, 2020, November 5, 2020 and December 30, 2020
entered into among Mr. Wu, Xinding Huaqi, Keyuan
Shenneng and Jiaxing Jiayao, details of which are set
out in “History, Development and Corporate Structure —
Acting-in-Concert and Voting Proxies Arrangements”
“Yujia Zhejiang” Yujia Trading (Zhejiang) Co., Ltd.ࠢ
ʮ̡, a company established in the PRC with limited
liability on November 7, 2017 and a direct wholly-owned
subsidiary of our Company
“Yuxing Zhejiang” Yuxing Technology (Zhejiang) Co., Ltd. (Ҧए
ʮ̡ ), a company established in the PRC with
limited liability on June 28, 2019 which, as of the Latest
Practicable Date, has been wholly owned by Mr. Zhang
Hongtao (ᏹ), an Independent Third Party
Unless the content otherwise requires, references to “2023”, “2024” and “2025” in this
prospectus refer to our financial year ended December 31 of such year , respectively.
Unless the context otherwise requires, (i) the terms “associate(s),” “close associate(s),”
“connected person(s),” “core connected person(s),” “subsidiary(ies),” “substantial
shareholder(s)” and “treasury share(s)” shall have the meanings ascribed to them under the
Listing Rules, (ii) the term “PRC Governmental Body” shall have the meaning ascribed to it
under Chapter 19A of the Listing Rules, and (iii) the terms “Commercial Company,” “Specialist
Technology,” “Specialist Technology Company,” “Specialist Technology Industry” and
“Specialist Technology Product(s)” shall have the meanings ascribed to them under Chapter
18C of the Listing Rules.
Certain amounts and percentage figures included in this prospectus were subjected to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
For ease of reference, the names of Chinese laws and regulations, governmental
authorities, institutions, natural persons or other entities (including certain of our subsidiaries)
have been included in the prospectus in both the Chinese and English languages and in the event
of any inconsistency, the Chinese versions shall prevail. English translations of company names
and other terms from the Chinese language are provided for identification purposes only.
For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level
autonomous regions.
DEFINITIONS
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In this prospectus, unless the context otherwise requires, explanations and definitions
of certain terms used in this prospectus in connection with our Group and our business shall
have the meanings set out below. The terms and their meanings may not correspond to
standard industry meaning or usage of these terms.
“ADAS” advanced driver assistance system, a system made up of
various components, sensors and controllers, which
together with the human driver ensure the correct and
safe movement of the vehicle, enabling L1 to L2
automation
“ADS” automated driving system, being a system supporting L3
to L5 automation
“AET” autonomous electric tractor
“AI” artificial intelligence, simulation of human intelligence
processes by machines, especially computer systems
“algorithm” a finite sequence of well-defined instructions, typically
used to solve a class of specific problems or to perform a
computation
“all-weather” all weather conditions in which a human driver can
safely operate a vehicle, including extreme weather such
as rain, snow, fog and dust storm
“all-scenario” autonomous vehicle operation scenarios encompassing
open and closed scenarios, featuring logistics,
operation, and mobility vehicles and encompassing
autonomous driving levels from L2 to L4
“APC” autonomous patrol cruiser
“ASB” autonomous shuttle bus
“ASIL” automotive safety integrity level, a risk classification
scheme used to specify the necessary safety
requirements for achieving an acceptable level of risk in
automotive systems defined by the ISO 26262 standard
for functional safety for road vehicles, with four levels
from A to D, where A is the lowest and D is the highest
“autonomous driving” the concept of vehicles that can operate without human
intervention, utilizing AI to control their movements
and make decisions based on real-time data collected
from sensors and geographic information systems
“Bayesian network” a type of graphical model that uses probability to
determine the occurrence of an event
“BEV” birds’ eye view
“chip” a small electronic device that contains multiple
interconnected components on a single semiconductor
chip, also known as an integrated circuit or microchip
GLOSSARY OF TECHNICAL TERMS
–3 2–


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“cloud” the com puters and connections that support cloud
computing
“cloud computing” the practice of storing computer data and programs on
multiple servers that can be accessed through the
internet
“commercial vehicles” vehicles that are primarily designed and manufactured
for transporting personnel (excluding passenger cars)
and goods, or for carrying out specialized operations
“deep learning” a form of machine learning that enables computers to
learn from experience and understand the world in
terms of a hierarchy of concepts
“domain controller” a centralized computer that controls a set of vehicle
functions within a specific area or domain
“drive-by-wire” the technology that uses electronics or
electro-mechanical systems in place of mechanical
linkages to control driving functions
“L2” level 2 autonomous driving, also known as partial
driving automation, a level of autonomous driving
where the vehicle can assist with some driving tasks, but
the driver must remain alert and in control
“L2+” level 2+ autonomous driving, a level of autonomous
driving where the vehicle can handle more complex
driving tasks than L2 autonomous vehicles, such as
automated lane changing, navigation on autopilot, and
hands-off driving under certain conditions
“L3” level 3 autonomous driving, also known as conditional
driving automation, a level of autonomous driving
where a vehicle can perform certain driving tasks
without the active control of a human driver
“L4” level 4 autonomous driving, also known as high driving
automation, a level of autonomous driving where the
vehicle can handle most driving situations
independently, without the need for a human driver
“L5” level 5 autonomous driving, also known as full driving
automation, a level of autonomous driving where a
vehicle can drive itself in all circumstances, without the
need for a human driver
“machine learning” the scientific study of algorithms and statistical models
that computer systems use to effectively perform specific
tasks without being explicitly programmed to do so
“MWh” milliwatt-hour
“over-the-air” any method of making data transfers or transactions
wirelessly using the cellular network instead of a cable
or other local connection
GLOSSARY OF TECHNICAL TERMS
–3 3–


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“passenger cars” vehicles that are primarily designed and manufactured
for transporting passengers and their personal
belongings, with no more than nine seats including the
driver’s seat
“proof-of-concept” or “PoC” an early stage of development used to demonstrate that
an idea or technology is likely to be successful
“R&D” research and development
“robobus” an L4 autonomous shuttle bus, capable of operating
without a human driver
“robotaxi” an L4 autonomous vehicle that operates as a taxi in an
online ride-hailing service
“rule-based model” a class of machine learning models that make
predictions by applying a set of predefined rules to
input features
“rule-based systems” kno wledge-based systems that represent the domain
knowledge with a set of rules and suggest a solution to
or conclusion of a problem by using a rule-based
reasoning method
“SoC” system on a chip, an integrated circuit design that
combines elements of an electronic device onto a single
chip instead of using separate components
“TOPS” tera operations per second
“V2X” vehicle-to-everything, the exchange of data between a
vehicle and any other entity in its environment or the
exchange of power between an electric vehicle and
another device
“VectorNet” a hierarchical graph neural network that first exploits
the spatial locality of individual road components
represented by vectors and then models the high-order
interactions among all components
“VLAM” visual-language-action model, a foundation model that
allows control of robot actions through vision and
language commands
“VLM” visual-language model, a fusion of vision and natural
language models. It ingests images and their respective
textual descriptions as inputs and learns to associate the
knowledge from the two modalities
GLOSSARY OF TECHNICAL TERMS
–3 4–


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We have included in this prospectus forward-looking statements. Statements that are
not historical facts, including statements about our intentions, beliefs, expectations or
predictions for the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating
to our Company that are based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used in this prospectus, the
words “aim,” “anticipate,” “believe,” “could,” “expect,” “going forward,” “intend,” “may,”
“ought to,” “plan,” “project,” “seek,” “should,” “will,” “would” and the negative of these
words and other similar expressions, as they relate to our Company or our management, are
intended to identify forward-looking statements. Such statements reflect the current views of
our management with respect to future events, operations, liquidity and capital resources,
some of which may not materialize or may change. These statements are subject to certain
risks, uncertainties and assumptions, including the other risk factors as described in this
prospectus. Y ou are strongly cautioned that reliance on any forward-looking statements
involves known and unknown risks and uncertainties. The risks and uncertainties facing our
company which could affect the accuracy of forward-looking statements include, but are not
limited to, the following:
• our business prospects and the nature of, and potential for, future development of
our business;
• future developments, trends and conditions in the industries and markets in
which we operate;
• our strategies, plans, objectives and goals and our ability to successfully
implement the same;
• general economic, political and business conditions in the markets in which we
operate;
• changes to the regulatory environment;
• our financial condition and operating results and performance;
• the effects of the global financial markets and economic crisis;
• our ability to reduce costs and offer competitive prices;
• our ability to attract customers and build our brand image;
• our dividend policy;
• our ability to attract and retain senior management and key employees;
• the amount and nature of, and potential for, future development of our business;
• capital market developments;
• the actions and developments of our competitors;
• change or volatility in interest rates, foreign exchange rates, equity prices,
volumes, operations, margins, risk management and overall market trends;
• certain statements in “Business” and “Financial Information” with respect to
trends in prices, operations, margins, overall market trends, and risk
management; and
• other statements in this prospectus that are not historical facts.
FORW ARD-LOOKING STATEMENTS
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This prospectus also contains market data and projections that are based on a number
of assumptions. The markets may not grow at the rates projected by the market data, or at all.
The failure of the markets to grow at the projected rates may materially and adversely affect
our business and the market price of our H Shares. In addition, due to the rapidly changing
nature of the PRC economy and the autonomous driving industry, projections or estimates
relating to the growth prospects or future conditions of the markets are subject to significant
uncertainties. If any of the assumptions underlying the market data prove to be incorrect,
actual results may differ from the projections based on these assumptions. Y ou should not
place undue reliance on these forward-looking statements.
We do not guarantee that the transactions and events described in the forward-looking
statements in this prospectus will happen as described, or at all. Actual outcomes may differ
materially from the information contained in the forward-looking statements as a result of a
number of factors, including, without limitation, the risks and uncertainties set forth in “Risk
Factors.” Y ou should read this prospectus in its entirety and with the understanding that
actual future results may be materially different from what we expect. The forward-looking
statements made in this prospectus relate only to events as of the date on which the statements
are made or, if obtained from third-party studies or reports, the dates of the respective studies
or reports. Since we operate in an evolving environment where new risks and uncertainties
may emerge from time to time, you should not rely upon forward-looking statements as
predictions of future events. We undertake no obligation, beyond what is required by law, to
update any forward-looking statement to reflect events or circumstances after the date on
which the statement is made, even when our situation may have changed.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares involves significant risks. You should carefully consider
all of the information set out in this prospectus, including the risks and uncertainties
described below, before making an investment in our H Shares. Particularly, we are a
Commercial Company seeking to list on the Main Board of the Stock Exchange under
Chapter 18C of the Listing Rules. Our operations and the specialist technology industry in
which we operate involve certain risks and uncertainties, some of which are beyond our
control and may cause you to lose all your investments in our H Shares.
The following is a description of what we consider to be our material risks. Our
business, financial condition and results of operations could be materially and adversely
affected by any of these risks and uncertainties. The trading price of our H Shares could
decline due to any of these risks, and you may lose all or part of your investment. These
factors are contingencies that may or may not occur, and we are not in a position to express
a view on the likelihood of any such contingency occurring. The information given is as of the
Latest Practicable Date unless otherwise stated, will not be updated after the date hereof,
and is subject to the cautionary statements in “Forward-looking Statements.”
RISKS RELATING TO OUR INDUSTRY AND BUSINESS OPERATIONS
If we are unable to develop and introduce new solutions and services or improve existing solutions
and services in a cost-effective and timely manner, our competitive position would be negatively
impacted and our business, results of operations, and financial condition would be adversely
affected.
Autonomous driving technology has been and will continue to undergo rapid
development and evolution. New technological advancements in the autonomous driving
industry could render the technologies and solutions that we developed obsolete or
commercially not viable. Thus, our business, results of operations, and financial condition
depend on our ability to continuingly enhance our existing autonomous driving solutions and
develop new solutions that incorporate and integrate the latest technological advancements in
hardware such as sensors, processors and domain controllers, software, and mapping and AI
technologies. For example, we will need to complete the development and achieve cost
efficient series production of the next-generation commercial vehicles with various L4
autonomous driving functions and upgrade our autonomous driving operating system. We are
currently developing and upgrading our autonomous driving vehicles and kits and our
full-scenario L4 autonomous driving operating system, U-Drive
® system. We cannot
guarantee that the new solutions and services we are currently working on will be released as
expected in a timely manner, or at all, or achieve market acceptance.
The autonomous driving industry can be characterized by a significant number of
technical and commercial challenges, including an expectation for better-than-human driving
performance, substantial funding requirements, long vehicle development lead times,
specialized skills and expertise requirements of personnel, inconsistent and evolving
regulatory frameworks, a need to build public trust and brand image, and real-world
operation of new technologies. Therefore, we may encounter significant unexpected technical
and commercial challenges, or delays in completing the development of these and other
solutions and services and commercializing our solutions and services in a cost-efficient
manner. If we are not able to overcome these challenges, our business, prospects, financial
condition, and results of operations will be negatively impacted and our efforts to create a
commercially viable business may not materialize at all. The development of these and other
new and enhanced solutions and services requires us to invest resources in R&D and also
requires that we, among others: (i) achieving sufficiently safe autonomous driving
performance and earning recognition from regulatory agencies, our customers, users and the
general public; (ii) design more innovative, accurate, and safety- and comfort-enhancing
functions than those of our competitors; (iii) continuously improve the reliability of our
autonomous driving technology; and (iv) respond to technological changes, changing
customer requirements, market conditions, and regulatory and rating standards quickly and
cost-effectively.
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If there are delays in, or if we fail to complete when expected or at all, our existing and
new development programs, we may not be able to satisfy our customers’ requirements, obtain
additional letters of nomination with existing or new customers, obtain new purchase orders,
or achieve broader market acceptance of our solutions and services, and our business, results
of operations, and financial condition would be adversely affected.
We invest significantly in R&D, and to the extent our R&D efforts are unsuccessful, our
competitive position would be negatively impacted and our business, results of operations, and
financial condition would be adversely affected.
We must maintain successful R&D efforts, develop new solutions and services, and
improve our existing solutions and services that are competitive in the market to maintain our
leading position in the industry, which requires significant investments in our R&D activities.
Our R&D expenses were RMB184.4 million, RMB196.4 million and RMB233.7 million in
2023, 2024 and 2025, respectively. We may incur substantial R&D costs as part of our efforts
to design, develop, manufacture and commercialize new solutions and services and enhance
existing solutions and services. We are focusing our R&D efforts across several key
technologies, including AI, automation, and autonomous driving technologies. We cannot
guarantee that all of these efforts will deliver the benefits we anticipate or be homologated as
expected. We may not be able to realize returns from these R&D efforts despite our substantial
investment in R&D. We must make R&D investments based on our views of the most
promising approaches to address future customer needs in rapidly evolving markets, and we
cannot be certain that we will target out R&D investments appropriately, or correctly
anticipate the manner in which these markets will evolve. To the extent our R&D efforts do
not produce timely improvements in utility, accuracy, safety, cost and operational efficiency,
our competitive position will be harmed. Some of our efforts to develop new solutions and
services may fail, and the solutions and services we invest in and develop may be challenged by
regulators or may not be well received by customers, who may adopt competing technologies.
In addition, we expect to further increase R&D investments as we roll out new solutions and
services and improve existing solutions and services. Such contributions at times may not meet
our expectations or even cover the costs of such investments, which would adversely affect our
business, results of operations, and financial condition.
If our key R&D employees terminate their relationships with us or develop relationships with a
competitor or delay their delivery of adequate research results, our ability to conduct R&D, the
progress of our R&D programs, and our ability to protect our IP could be adversely affected.
In advancing our self-developed autonomous driving operating platform and improving
our capabilities in providing autonomous driving solutions, we work with a number of key
R&D employees. The development of our autonomous driving solutions requires R&D
personnel to possess high level of specialized skills and expertise. There can be no assurance
that we can attract and retain a large and growing number of key R&D personnel, or our key
R&D employees would deliver adequate results to support our R&D. In 2023, 2024 and 2025,
the attrition rate of our R&D personnel was 16.0%, 28.6% and 20.6%, respectively. The
relatively high attrition rate in 2024 was caused by the departure of R&D personnel as we
streamlined the organizational structure of our R&D department; and the relatively high
attrition rate in 2025 was due to our disposal of Yuxing Zhejiang. As a result, this may
adversely affect our ability to advance our autonomous driving operating platform and
further develop our autonomous driving solutions. Furthermore, the ability to meet our
expertise needs, including the ability to find qualified personnel to fill positions that become
vacant in our R&D department, while controlling our costs, is generally subject to numerous
external factors such as the availability of qualified persons in the market and prevailing wage
rates. If costs of labor to attract or retain key R&D personnel or related costs to maintain
relationships with research collaborators increase for other reasons, our business, financial
condition and results of operations could be materially adversely affected.
The data and information that we gather in our R&D process could be inaccurate or incomplete,
which could harm our business, reputation, financial condition and results of operations.
We collect, aggregate, process, and analyze data and information from our R&D
activities. If we make mistakes in the capture, input, or analysis of these data, our ability to
develop and provide high-quality autonomous driving solutions may be materially harmed.
More importantly, the inaccuracy and incompleteness of such R&D data may lead to defects
in our autonomous driving solutions or services, potentially resulting in undesired outcomes
such as personal injury accidents. In addition, we may collaborate with other third parties to
RISK FACTORS
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monitor and manage data for some of our ongoing and future R&D programs and control
only certain aspects of their activities. If any of these third parties does not perform to our
standards in terms of data accuracy or completeness, data from those R&D programs may be
compromised as a result, and our reliance on these parties may expose us to regulatory or
other liabilities, which may materially and adversely affect our business, reputation, financial
condition and results of operations.
We are a company with a history of losses, which makes it difficult to evaluate our current
business and predict our future performance; our historical financial and results of operations
may not be indicative of our future performance.
Our revenue increased from RMB161.4 million in 2023 to RMB265.5 million in 2024,
and further to RMB328.3 million in 2025. There are a wide array of factors that will affect our
performance and growth such as our customers’ budget, the overall economy, and market
acceptance of our solutions and services, many of which are beyond our control. We cannot
assure you that we will be able to maintain our growth at the same rate as we did in the past, or
avoid any decline in the future. In addition, we recorded net losses of RMB213.1 million,
RMB211.6 million and RMB230.2 million in 2023, 2024 and 2025. Our relatively limited
operating history makes it difficult to evaluate our current business, future prospects and the
risks and challenges we may encounter. Risks and challenges we have faced or expect to face
include our ability to, among others: (i) provide solutions and services of acceptable
performance; (ii) attract and retain customers; (iii) comply with laws and regulations
applicable to our business; (iv) forecast our revenue and budget and manage our expenses; and
(v) plan for and manage capital expenditures, and manage our supply chain and supplier
relationships related to our current and future solutions and services. If we fail to address the
risks and difficulties that we face, or our assumptions regarding these risks and uncertainties
are incorrect or change, our results of operations could differ materially from our
expectations and our business, financial condition and results of operations could be
adversely affected.
The size of our addressable markets and the demand for our solutions and services may not
increase as rapidly as we anticipate due to a variety of factors, which could 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 our key specialist technology solutions and services. Our future financial
performance will depend on our ability to make timely investments to seize the correct market
opportunities. If one or more of these markets experience a shift in customer demand, our
solutions and services may not compete as effectively, or at all. Given the evolving nature of
the markets in which we operate, it is difficult to predict customer demand for or market
acceptance of our solutions and services or the future growth of the markets in which we
operate. Even if our addressable markets grow substantially, there is no guarantee that
demand for our solutions and services will correlate with that growth. There is also no
guarantee that our business will be successful simply because of the growing trends of our
addressable markets.
We face and may in the future face competition from market participants that have substantially
greater resources or established competitors in certain application scenarios.
We face and may in the future face competition from a range of companies developing
autonomous driving solutions for these applications, some of which may be similar to ours, as
well as established and new technology companies, car manufacturers, and other competitors
in certain application scenario such as ports. Some of our competitors may have
better-established resources than we do to devote to the design, development, manufacturing,
distribution, promotion, sale, and support of their products. Our future success will depend
on, among other things, our ability to continue developing superior advanced technology to
remain competitive with our existing and any new competitors. Competition is based on,
among other things, cost efficiency, reliability, the ability to develop and deploy increasingly
complex technologies that provide for vehicle, passenger and pedestrian safety, the ability to
gather or access large validation datasets, the ability to integrate technologies and hardware
with overall vehicle design and production, adoption by different industries, and the ability to
develop and maintain strategic relationships.
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Additionally, increased competition may result in pricing pressure and reduced margins
and may impede our ability to predict our future revenue and operations, increase the sales of
our solutions and services or cause us to lose market share, any of which will adversely affect
our business, financial condition and results of operations.
We have a relatively short track record in the commercialization of our solutions and services
and may experience difficulties in managing our growth and expanding our operations.
We have relatively limited experience in launching, commercializing, sales and
marketing of our solutions and services. Therefore, our ability to successfully commercialize
our solutions and services may involve more inherent risks, take longer, and cost more. The
success of our sales and marketing efforts depends on our ability to attract, motivate and
retain qualified and professional employees in our commercialization team who have, among
other things, adequate industry knowledge to communicate effectively with industry
professionals, sufficient experience in sales and marketing of our cutting-edge solutions and
services, and extensive industry connections with car manufacturers as well as academic and
research institutions.
Furthermore, our future results of operations depend to a large extent on our ability to
manage this expansion and growth successfully. Risks that we face in undertaking this
expansion include, among others: (i) managing our supply chain to support fast business
growth; (ii) managing a larger organization; (iii) controlling expenses and investments for
business expansion; (iv) establishing or expanding new product development, assembly sales,
and service facilities; (v) improving our operational, financial and management controls,
compliance programs and reporting systems; and (vi) addressing new markets and potentially
unforeseen challenges as they arise. Any failure to manage our growth effectively could
materially and adversely affect our business, financial condition, results of operations, and
prospects.
Our autonomous driving solutions are generally provided on a project-by-project basis. If we fail
to retain existing customers, attract new customers or increase the spending by our customers,
our business and results of operations may be materially and adversely affected.
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
or new autonomous driving 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. In each of 2023, 2024 and 2025, our retention rate of key customers, being customers
that have a cumulative contribution to our revenue of more than RMB10 million in the Track
Record Period, was 75.0%, 75.0% and 66.7%, respectively. Such retention rate of key
customers is calculated by dividing the number of key customers contributing to our revenue
in both the current year and the previous year by the number of key customers contributing to
our revenue in the previous year.
In addition, since our customers typically purchase our solutions on a
project-by-project basis, we cannot guarantee that our existing customers will procure
additional autonomous driving solutions from us or that we can expand our business or
attract new customers, or that we can provide customers with highly individualized solutions
and services that meet the specific demand of each and every customer and timely customer
support. Failure to achieve any of the aforementioned could result in a slower or no growth at
all or decrease in our revenue, and our business, financial condition and results of operations
could be materially and adversely affected. Our inability to meet customer service
expectations may also 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 and results of operations.
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If there is any unfavorable publicity in the autonomous driving industry, our business, prospects,
operating results and financial condition could be materially harmed.
Regulatory, safety and reliability issues, or the perception thereof, many of which are
beyond our control, could also lead to unfavorable publicity of the autonomous driving
industry in general and cause the public or our potential business partners and end users to
lose confidence in autonomous driving solutions in general. The safety of such technology
depends in part on end users of the autonomous vehicles, as well as other drivers, pedestrians,
other obstacles on the roadways or other unforeseen events. Accidents involving autonomous
vehicles, even purely caused by end users, could result in suspension or prohibition of
autonomous vehicles, which could negatively affect our business and the autonomous driving
industry as a whole. If safety and reliability issues for autonomous driving technology cannot
be addressed properly, our business, prospects, operating results, and financial condition
could be materially harmed.
Our autonomous driving solutions are highly technical and very complex. We cannot guarantee
that our solutions will perform as intended which could reduce the market adoption of our
solutions and services, damage our reputation with current or prospective customers, expose us
to product liability and other claims and adversely affect our results of operations.
The majority of our autonomous driving solutions are sold to airports and factories.
Those solutions and services are highly technical and very complex and require high standards
to manufacture and may in the future experience defects, errors or reliability issues at various
stages of development. We may be unable to timely correct problems that have arisen or
correct such problems to our customers’ satisfaction. Additionally, undetected errors, defects
or security vulnerabilities, especially as new products or versions are released, could result in
serious injury or even death to the passengers of vehicles equipped with our solutions and
services or those in the surrounding area, litigation against us, negative publicity and other
consequences. These risks are particularly prevalent in the autonomous driving industry.
Some errors or defects in our products may only be discovered after they have been tested,
commercialized and deployed by customers, in which case we may incur significant additional
development costs and product recall, repair or replacement costs. These problems may also
result in claims, including class actions, against us by our customers or others. Our reputation
or brand may be damaged as a result of these problems and customers may be reluctant to buy
our solutions and services, which could adversely affect our ability to retain existing
customers and attract new customers and could adversely affect our financial results.
Furthermore, any defects in or significant malfunctioning of autonomous driving solutions
provided by market players may weaken customer confidence in autonomous driving
solutions, which could have a material adverse impact on the future of such markets in general
and our business prospects in particular.
Our solutions and services may not perform as well as we expect or take us longer to
commercialize than is currently projected.
The commercial application of our autonomous driving solutions requires us to meet
very high standards of technology performance and system safety due to their technical and
complex nature. We may be unable to timely release, develop or deploy new solutions and
services that meet our intended commercial use cases, and we may therefore experience limited
than expected commercialization of our technology. The achievement of broadly applicable
autonomous driving technology will require further technology improvements including, for
example, handling non-compliant or unexpected corner cases and inclement weather
conditions. These improvements may take us longer than expected, which would increase our
capital requirements for technology development, delay our timeline to commercialization,
and reduce the potential financial returns that may be expected from the business.
Our continued enhancement of our autonomous driving technology is and will be
subject to risks, including but not limited to our ability to: (i) achieve sufficiently safe
autonomous driving system performance; (ii) develop cutting-edge autonomous driving
solutions that enable autonomous driving functions on vehicles; (iii) obtain acceptance from
our customers and potential customers, as well as the general public of our autonomous
driving solutions and the autonomous driving technology in general; (iv) continue to enhance
our data analytics and software technology; (v) successfully complete system testing,
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validation and obtain safety approvals; (vi) obtain and maintain approvals, licenses or
certifications from regulatory agencies; (vii) design, develop and secure necessary components
on acceptable terms and in a timely manner; and (viii) expand and strengthen cooperative
relationships with our business partners.
We continue to implement strategic initiatives designed to grow our business, including
developing new technologies, solutions and services. We cannot assure you that our choices of
technologies, solutions and services to focus on will prove correct, or that our initiatives will
succeed and bring sufficient growth in revenue to offset the costs and expenses.
We continue to make investments and implement initiatives designed to grow our
business. In particular, we have formulated plans to focus our R&D efforts on certain new
technologies, solutions and services which we believe will be essential to our future growth.
For example, we are in the process of developing and upgrading our autonomous vehicles
such as our UiBox, AET and ASBs, and our full-scenario L4 autonomous driving operating
system, U-Drive
® system. See “Business — Research and Development — Key R&D Projects”
for more details. However, as the autonomous driving industry is relatively new and rapidly
evolving and we have a short operating history and limited experience, we cannot assure you
that our choices of technologies, solutions or services to focus on will prove correct. In the
event that our new technologies, solutions or services fail to be adopted by the market, our
business prospects and financial condition could be materially and adversely affected.
In addition, our strategic initiatives may prove more expensive than we currently
anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient
to offset these higher costs and expenses and to achieve and maintain profitability. Some of
the market opportunities we are pursuing are at an early stage of development, and it is
difficult to predict the size and growth rate of our target markets, customer demand for our
solutions and services, commercialization timelines, developments in technology, the entry of
competitive solutions and services, or the success of existing competitive solutions and
services. If our revenue does not grow over the long term, our ability to achieve and maintain
profitability may be adversely affected.
Any flaws or misuse of AI technologies, whether actual or perceived, intended or inadvertent,
committed by us or by other third parties, could have a material adverse effect on our reputation,
business, financial condition, results of operations and prospects.
AI technologies are at early stages of development and continue to evolve. Similar to
many innovations, AI technologies present risks and challenges, such as potential misuse by
third parties for inappropriate purposes or biased applications which breach public
confidence or violate applicable laws and regulations in the PRC and other jurisdictions or
litigation or other proceedings initiated by certain individuals claiming for infringement of
legitimate rights, including privacy or personality rights. Such misuse could affect customer
perception, public opinions, views of policymakers and regulators and result in decreased
adoption of AI technologies.
Our L4 autonomous driving operating system is powered by AI technologies. Flaws or
deficiencies in AI technologies could undermine the accuracy and thoroughness of the
decisions and analyses made by our autonomous driving operating system, which may impair
the safety, reliability, and resilience of our autonomous driving operating system and may
result in property damages, injuries or even deaths. 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 the related solutions and services, whether actual or
perceived, could materially and adversely affect our business, reputation, results of operations
and prospects.
Because some of the raw materials and key components in our autonomous driving solutions
come from single or limited source of suppliers, we may be susceptible to supply shortages, long
lead times for components, supply changes, and changes in business relationship, any of which
could disrupt our supply chain and could delay deliveries of our solutions and services to
customers.
Some of the raw materials and key components such as chips and LiDAR in our
autonomous driving solutions, particularly our commercial vehicles with various L4
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autonomous driving functions, come from limited sources of supply. Some of our chip
suppliers may apply a non-cancellable non-refundable policy to their products or require us to
provide binding forecasts of our procurement. We may therefore be subject to the risk of
shortages and long lead times in the supply of these components and the risk that our
suppliers discontinue or modify components used in our vehicles. Our suppliers may dedicate
more resources to other companies, including our competitors. Thus, we may experience such
material component shortages and price fluctuations of certain key components and materials
in the future, and the availability and pricing of these components may be beyond our control.
In the event of a component shortage, supply interruption or material pricing change from
suppliers of these components, we may not be able to develop alternate sources in a timely
manner in the case of limited sources. Any supply interruption or delay, or the inability to
obtain these parts or components from alternate sources at acceptable prices and in a timely
manner, would adversely affect our ability to meet our scheduled delivery of solutions and
services to customers, which in turn harm our relationships with our customers. Even where
we are able to pass increased component costs along to our customers, there may be a lapse of
time before we are able to do so such that we must absorb the increased cost initially. If we are
unable to source these components in quantities sufficient to meet our requirements on a
timely basis, we will not be able to meet customer demand, which may result in our customers
using competitive solutions and services instead of ours.
In addition, we may source certain components from international suppliers. Any
health epidemics and outbreaks may adversely affect our ability to source components in a
timely or cost-effective manner. For example, we remain dependent on third-party chips for
our solutions and services. Any future shortage in chip supplies in turn may lead to increases
in the prices of chips and may cause chip suppliers to allocate available chips more selectively
among their customers across these industries. We may not be able to obtain adequate supplies
of chips on commercially acceptable terms or at all, and as a result we may fail to fulfill our
customers’ orders and cause us to record lower sales and lose customers. Our procurement of
chips may also be subject to sanctions and export controls administered by the U.S. See “—
We could be adversely affected as a result of any transactions we make with certain entities or
in certain industries that are, or become subject to, sanctions and export controls or
investment restrictions, administered by the U.S. and other relevant authorities.”
We have engaged and may continue to pursue collaborations arrangements, joint ventures,
strategic alliances, partnerships or other strategic investment or arrangements, which may fail to
produce anticipated benefits and adversely affect our operations.
We have engaged and may continue to pursue opportunities for collaborations, joint
ventures, acquisitions of business or technology, strategic alliances, or partnerships that we
believe would advance our development. However, proposing, negotiating and implementing
these opportunities may be a lengthy and complex process may disrupt our current operations,
result in significant expenses, decrease our profitability, or divert management resources that
otherwise would be available for our existing business. We may not be able to identify, secure,
complete, or realize the anticipated benefits of, any such transactions or arrangements in a
timely manner, on a cost-effective basis and acceptable terms, or at all.
Furthermore, partners, collaborators, or other parties to such transactions or
arrangements may fail to fully perform their obligations or meet our expectations or
cooperate with us satisfactorily for various reasons and subject us to potential risks,
including, but not limited to, that partners, collaborators, or other parties: (i) have significant
discretion in determining the efforts and resources that they will apply to a transaction or
arrangement; (ii) could develop independently or with third parties, solutions and services
that compete with ours; (iii) may not properly maintain, defend or use our IP rights; (iv) may
have disputes with us that cause the delay or termination of the research, development, or
commercialization of the solutions or services developed under the collaboration with us, or
that result in costly litigation or arbitration that diverts management’s attention and
resources; and (v) may deny us the exclusive right to commercialize IPs that we may own or
jointly own under the collaboration.
Any such transactions or arrangements may also require actions, consents, approval,
waiver, participation or involvement of various degrees from third parties, such as regulators,
government authorities, creditors, related individuals, suppliers, distributors, shareholders, or
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other stakeholders or interested parties. There is no assurance that such third parties will be
cooperative as we desire, or at all, in which case we may be unable to carry out the relevant
transactions or arrangements.
There are various risks associated with our acquisitions and investments, which may
include the following: (i) inherent valuation risks in connection with acquisitions or
investments; (ii) challenges related to integration of acquired company’s or investee’s
operations into our business; (iii) events beyond our control, including changes in regulations,
technology and economic conditions, which could adversely affect our ability to realize the
anticipated benefits, synergies, cost savings or efficiencies from such transaction; (iv)
potential increase in indebtedness that could constrain our operations; (v) exposure to
unknown or contingent liabilities that could require significant expenditures and capital
injections; (vi) failure to train, motivate, integrate and retain employees of acquired company
or investee; (vii) diversion of management time and attention from our existing operations to
address the transactions and related challenges or those associated with integration processes;
and (viii) unanticipated write-offs or charges and impairment of goodwill. If we fail to
address any of the foregoing risks, our business, financial condition and results of operations
may be materially and adversely affected.
If we are unable to protect or promote our brand and reputation, our business may be materially
adversely affected. Negative publicity or rumors about us, our solutions or services, our
management, directors, employees, shareholders, customers, business partners or their affiliates
or our industry in general may adversely affect our reputation and business.
We must maintain and enhance our brand identity while increasing market awareness of
the reputation of our business, solutions and services. The successful promotion of our brand
will depend on our efforts to achieve widespread acceptance of our solutions and services,
attract and retain customers, maintain our current market leadership, and successfully
differentiate our offerings from those of competitors. These efforts require substantial
expenditures and may not yield increased revenue, and we anticipate expenses will increase as
our market becomes more competitive and as we expand into new markets. In addition,
adverse publicity, with or without merits, relating to events or activities attributed to us, our
management, directors, employees, shareholders, business partners or their affiliates,
industry, or solutions or services similar to ours, may tarnish our reputation and reduce the
value of our brand. Moreover, our brand value depends on our ability to provide safe
solutions and services that meet automobile-grade standards in our markets. Damage to our
reputation and loss of brand equity may reduce demand for our solutions and services, and
may also require additional resources to rebuild our reputation and restore the value of the
brands. If we are unable to successfully enhance and protect our reputation, our business
operations, results of operations, and financial condition could be materially and adversely
affected.
Our business may suffer from claims relating to, among other things, actual or alleged defects in
our solutions and services, or if our solutions and services actually or allegedly fail to perform as
expected, and publicity related to these claims could harm our reputation and decrease demand
for our solutions and services or increase regulatory scrutiny of our solutions and services.
Most of our solutions and services are related to automobiles. The applications of our
autonomous driving solutions to automobiles present the potential risk of significant injury,
including fatalities and may subject us to significant litigation claims due to the potentially
severe consequences of traffic collisions or other accidents even if our solutions and services
or their features or the failure thereof did not cause such accidents. Moreover, other parties
involved in the accidents may hold a different point of view regarding the cause and initiate
claims against us, and the ultimate results of such claims are subject to investigations,
negotiations or legal proceedings (if any). We cannot ensure the results will always be
favorable to us even though our solutions and services did not cause such accidents. For
instance, we encountered certain incidents during the Track Record Period. See “Business —
Quality Control” for details. There also remains significant uncertainty in the legal
implications to providers of emerging autonomous driving technologies of traffic collisions or
other accidents involving such technologies, particularly given variations in legal and
regulatory regimes that are emerging in different jurisdictions, and we may become liable for
losses that exceed the current industry norms as the regulatory and legal landscape develops.
In addition, if the relevant authorities were to determine that the use of our solutions and
services or certain autonomous driving applications in general, increased the risk of injury to
all or a subset of our customers, end-users and passengers, they may pass laws or adopt
regulations that limit the use of our solutions and services or increase our liability associated
with the use of our solutions and services or that regulate the use of or delay the deployment
of autonomous driving technology. Any of these events could adversely affect our brand,
relationships with customers, results of operations or financial condition.
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We typically offer a standard one-year product warranty to customers of our products.
The occurrence of any material defects in our solutions and services could make us liable for
damages and warranty claims. We are also legally obligated to assume the product liability in
the event of any quality defects in our products that result in personal or property damage. We
could incur significant costs to correct any defects, warranty claims or other problems,
including costs related to product recalls. Any negative publicity related to the perceived
quality of our solutions and services could affect our brand image, partner and customer
demand, and adversely affect our results of operations and financial condition.
Furthermore, we could face material legal claims for breach of contract, product
liability, fraud, tort or breach of warranty as a result of these problems. Defending a lawsuit,
regardless of its merit, could be costly and may divert management’s attention and adversely
affect the market’s perception of us and our solutions and services. In addition, our insurance
coverage could prove inadequate with respect to a claim and future coverage may be
unavailable on acceptable terms or at all. These product-related issues could result in claims
against us and our business could be adversely affected.
We could be adversely affected as a result of any transactions we make with certain entities or in
certain industries that are, or become subject to, sanctions and export controls or investment
restrictions, administered by the U.S. and other relevant authorities.
International Trade Regulations
Our reliance on global markets exposes us to risks associated with international trade
regulations and geopolitical developments. For example, recent trade tensions, such as the
ongoing U.S.-China trade dispute, have led to high tariffs, export controls and other
restrictive measures targeting high-technology goods, including in the industry in which we
operate. These policies have introduced uncertainties to global supply chains, limited access to
critical raw materials and components, and increased production and compliance costs for
companies operating in affected industries. Geopolitical tensions between China and the
United States may intensify and the United States may adopt even more restrictive measures
in the future, including by imposing additional sanctions on, or further restricting U.S.
investment in, Chinese-affiliated companies.
Outbound Investment Rules
In August 2023, former President Biden issued Executive Order 14105, “Addressing
United States Investments in Certain National Security Technologies and Products in
Countries of Concern,” (the “ Executive Order ”). In accordance with the Executive Order, on
October 28, 2024, the U.S. Department of the Treasury released new regulations (the “ Final
Rule ”) prohibiting or requiring notification of U.S. outbound investments in certain
Chinese-affiliated companies operating in the semiconductor and microelectronics, quantum
information technology, and artificial intelligence sectors (“ covered foreign persons ”). The
Final Rule took effect on January 2, 2025. The Final Rule imposes additional diligence
responsibilities, record-keeping, and notification requirements and restrictions on U.S.
persons and their controlled foreign entities. Specifically, depending on the covered foreign
person’s specific activities, U.S. persons are either prohibited from making certain types of
investments in the covered foreign person, or must notify covered investments to the U.S.
Department of the Treasury.
As advised by our International Sanctions Legal Advisors, we are falling within the
definition of “a covered foreign person” due to our business activities, specifically those
related to the development of AI systems intended to be used for the control of robotics
systems. However, the acquisition of our shares through the Global Offering is not a
prohibited transaction under the Final Rule, because our products are neither intended for,
nor will they be used in military end use, government intelligence or mass-surveillance end use
and cyber monitoring and information security applications. In addition, the computing
power utilized in our products does not meet the thresholds for prohibited transactions in the
Final Rule. Based on the advice of our International Sanctions Legal Advisors, we understand
that, in light of the nature of our activities, neither the intended use of our products nor the
level of computing power involved falls within the scope of prohibited transactions. U.S.
persons would be required to notify the U.S. Department of Treasury of their participation in
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the Global Offering. We also note that, should the U.S. Department of the Treasury amend or
reinterpret the relevant regulations in the future, U.S. persons participating in the Global
Offering may become subject to additional notification requirements or other compliance
obligations. As a result, the Final Rule may have increased the compliance burden of the U.S.
investors. For instance, U.S. investors may need to adopt a more cautious approach in their
investment in us, which may negatively impact our ability to raise capital.
The Final Rule excludes certain investments from the scope of covered transactions,
including investments in publicly traded securities that do not afford the U.S. persons rights
beyond standard minority shareholder protections. Accordingly, as a result of the Final Rule
currently in effect, upon completion of the Global Offering, despite that we are a covered
foreign person, U.S. persons are allowed to purchase our publicly-traded shares on the Hong
Kong Stock Exchange without notification obligations, provided that such transactions do
not afford the U.S. person rights beyond “standard minority shareholder protections” under
the Final Rule. However, even though the purchase of our shares by U.S. persons from the
Stock Exchange will be exempted from the scope of covered transactions under the Final
Rule, the relevant laws, regulations, and policies continue to evolve, and we cannot rule out
potential amendments to the Final Rule that further restrict U.S. person investment. The rules
and regulations regarding U.S. outbound investment may be subject to further development.
For example, on February 21, 2025, President Donald Trump issued a National Security
Presidential Memorandum titled America First Investment Policy (the “ Memorandum ”). The
Memorandum, among other things, directs the U.S. Secretary of the Treasury to consider
expanding restrictions on outbound investment to China into new sectors, as well as
expanding coverage of the restrictions over more types of transactions, to potentially includes
publicly-traded securities. If our ability to raise such capital is significantly and negatively
affected, it could materially and adversely impact our business, financial condition and
prospects.
Export Control Regulations
On October 7, 2022, the U.S. Department of Commerce, the U.S. Bureau of Industry
and Security (“ BIS ”) published rules that introduce new restrictions related to
semiconductors, semiconductor manufacturing, supercomputers, and advanced computing
items and end uses in the Chinese Mainland, Hong Kong SAR or Macau SAR (the “ U.S. Chip
Export Restrictions ”). BIS’ rules on advanced computing and semiconductor manufacturing
were implemented in two key areas. First, these rules impose restrictive export controls on
certain advanced computing semiconductor chips and software, transactions for
supercomputer end-uses, and transactions involving certain entities on the Entity List.
Second, these rules impose new controls on certain semiconductor manufacturing items and
on transactions for certain integrated circuit (“ IC”) end uses.
During the Track Record Period and up to the Latest Practicable Date, (i) we did not
sell any products subject to the EAR to customers that are designated on BIS’ Entity List,
Denied Persons List, Unverified List or any other sanctions list, nor customers that are
headquartered in or ordinarily resident in, or owned or controlled by a government of, any
countries or regions subject to comprehensive trade embargos under U.S. export controls
(which currently include the Crimea region, Cuba, Iran, North Korea, Syria, Luhansk
People’s Republic (“ LPR ”) and Donetsk People’s Republic (“ DPR ”), (collectively, the
“Sanctioned Targets ”)); and (ii) our activities do not involve operations or transactions that
have violated or would violate (a) the restrictions on Sanctioned Targets; and (b) the U.S. Chip
Export Restrictions set forth in the EAR.
The BIS published a final rule on January 16, 2025 (the “ BIS Final Rule ”) prohibiting
the sale or import into the United States of certain automotive hardware and software, as well
as “connected vehicles” incorporating this technology, from or linked to China or Russia. The
Final Rule took effect on March 17, 2025. Specifically, the BIS Final Rule prohibits (i)
knowingly importing into the U.S. vehicle connectivity system (“ VCS”) hardware that is
designed, developed, manufactured, or supplied by persons linked to China or Russia; (ii)
knowingly importing into or selling within the U.S. completed connected vehicles that
incorporate VCS or automated driving software designed, developed, manufactured, or
supplied by persons linked to China or Russia; and (iii) knowingly selling or distributing in
the U.S. completed connected vehicles that incorporate VCS hardware or covered software if
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the seller is linked to China or Russia, regardless of whether the vehicles are manufactured or
assembled in the U.S. However, we consider that we are not materially affected by the BIS
Final Rule, as we do not sell, distribute, or import items into the United States.
Our products (i.e. autonomous driving solutions) are produced in China and do not
incorporate any controlled U.S.-origin commodities or technologies, nor are they bundled
with controlled U.S.-origin software. Specifically, certain U.S.-origin electric linear actuators
incorporated into our products are subject to the EAR but are classified as EAR99 items. In
addition, we procured certain U.S.-branded chips that are not of U.S. origin and are not
controlled items under the EAR, as they do not require an export licence for export to China.
Accordingly, neither the U.S.-origin electric linear actuators nor the U.S.-branded chips
procured by us required any export licence. Based on the advice of our International
Sanctions Legal Advisors, the incorporation of such U.S.-origin electric linear actuators and
U.S.-branded chips into our products does not render our products subject to the EAR.
During the Track Record Period and up to the Latest Practicable Date, we did not sell any
item subject to the EAR to any entity listed by BIS. On this basis, and as advised by our
International Sanctions Legal Advisors, there is no indication that our business activities
during the Track Record Period and up to the Latest Practicable Date may give rise to any
violation of U.S. BIS export control. However, as the Entity List and other U.S. export control
laws and regulations continue to expand and evolve, future U.S. export controls may
materially affect or target some of our significant suppliers or customers, raw material and
key components necessary for our operations, in which event our business may be affected if
we fail to promptly secure alternative sources of supply or demand on terms acceptable to us.
Certain components (including chips and software) deployed in our controllers are subject to
the EAR. These sanctions and export controls could adversely affect us and/or our supply
chain, business partners, or customers, and our business, financial condition, and results of
operations may be significantly affected by the continued international trade and political
tensions. We cannot provide any assurance that our future business will be free of sanctions
and export controls risk or our business will conform to the expectations and requirements of
the authorities of U.S. or any other jurisdictions. If any of the foregoing happens, we may
need to source new product or collaborate with other suppliers as an alternative, which may
not be successful. If we have to identify comparable alternatives for the chips and/or software
that are used in our controllers in view of the export control restrictions, any resulting new
product may not be accepted by our existing or potential customers. We therefore cannot
assure that we can successfully promote such new product, and our business, results of
operations, and financial condition would be adversely affected.
Increases in costs of the materials and other components that we use in our solutions and services
would adversely affect our business, results of operations, and financial condition.
Significant changes in the markets in which we purchase materials, components, and
supplies for the production of our solutions and services may adversely affect our
profitability. As a result of the global semiconductor shortage and inflationary pressures, we
experienced increases in the cost of our raw materials prior to the Track Record Period, and
we cannot be certain that similar price fluctuations will not happen in the future. Our gross
profit margin may decrease, at least in the short term, as a result of these cost increases.
Competitive and market pressures limit our ability to recover increases in costs through
increases in prices we charge to our customers, and, even where we are able to achieve price
increases that would offset such increased costs, in some cases there may be a delay before we
are able to do so. The inability to pass on price increases to our customers when raw material
or component prices increase rapidly or are significantly higher than historic levels would
adversely affect our business, results of operations, and financial condition.
If we fail to maintain adequate inventory, or if we mismanage our inventory, we could lose sales
or incur high inventory-related expenses, which could negatively affect our financial condition
and results of operations.
Our inventories mainly include raw materials, work-in-progress and finished goods. As
of December 31, 2023, 2024 and 2025, we had inventories of RMB68.9 million, RMB44.6
million and RMB60.1 million, respectively. We depend on our demand forecasts to make
purchase decisions for raw materials and to pace our production progress to manage our
inventories. We may not be able to accurately predict such demand as it can change
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significantly from time to time due to different factors that are not within our control such as
market conditions, new product launches, pricing and discounts. In addition, we may not be
successful in establishing stable and favorable supplier relationships or accurately forecasting
demand for raw materials of any new solutions or services we develop in the future and such
procurement may require significant lead time and prepayment. We cannot guarantee that our
inventory levels will be able to swiftly meet the demands of customers, nor can we guarantee
that all of our inventory can be sold as products within a reasonable period of time. If we fail
to manage our inventory effectively, we may be subject to increased inventory storage costs, a
heightened risk of inventory obsolescence, a decline in inventory value and significant
inventory write-offs. Any of the above may materially and adversely affect our results of
operations and financial condition.
Changes in the market or our solutions and services may affect our pricing models and adversely
affect our operating results.
As the market for our solutions and services grows, as our competitors introduce new
solutions or services 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. We may not be able to accurately
predict customer renewal or retention. Certain users may also 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 revenue, gross margin,
profitability, financial position and cash flow. In addition, the price of our solutions and
services depends on the bundle included in the specific solutions and services, and our prices
vary significantly across our solutions and services. If we adjust our business mix or fail to
maintain our gross margin and operating margin for our solutions and services, our business,
results of operations and financial condition would be adversely affected.
Our “overseas expansion” strategy will be subject to a variety of costs and legal, regulatory,
political and economic risks.
Our business and results of operations are affected by our ability to execute our
overseas expansion strategy, which primarily involves expanding into new international
markets. Operating internationally subjects us to additional risks and challenges such as: (i)
exchange rate fluctuations; (ii) political and economic instability; (iii) potential for violations
of anti-corruption laws and regulations; (iv) preference for locally branded solutions and
services, and laws and business practices favoring local competition; (v) increased difficulty in
managing inventory; (vi) delayed revenue recognition; (vii) stringent regulation of the
autonomous or other systems or products using our solutions and services and stringent
consumer protection and product compliance regulations; (viii) import and export laws and
the impact of tariffs; and (ix) revisions in local tax and customs duty laws.
Our international expansion plans will place increased demands on our operational,
managerial and administrative resources. In particular, we face regulatory uncertainties and
may incur substantial compliance costs when we enter into a new overseas market.
Regulations in different overseas markets could vary significantly. Being compliant with laws
and regulations in one jurisdiction does not necessarily mean our business practice would
comply with laws and regulations in another jurisdiction and we may need to make
adjustments to our business accordingly to comply with local laws. Non-compliance may
subject us to sanctions by regulatory authorities, to monetary penalties, or to restrictions on
our activities or revocation of our licenses, which may result in a material adverse effect on
our business, financial condition and results of operations in the relevant overseas market. We
also have to closely monitor changes in local laws and complete all necessary procedures and
filings accordingly. Our overseas expansion may also be adversely impacted by factors and
events beyond our control. For instance, the recent regional conflicts and war in the Middle
East may impact our development of business relationship with local customers, especially
where our target customers are airports, and we cannot ensure our business plans will always
be executed as planned in a timely manner due to such factors beyond our control.
To address any ESG risks, we may incur additional costs, which may materially and adversely
affect our financial performance.
To identify, manage, and mitigate ESG risks, we may incur additional costs and
expenses which could impact our financial performance. Our monitoring of environmental
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and climate-related risks and a wide range of indicators such as power consumption, water
consumption and waste generation, as well as commitment to providing adequate support to
our employees to nurture a friendly and inspirational corporate culture, may entail incurring
substantial additional costs and would potentially impact our profitability. See “Business —
Environmental, Social and Governance (“ ESG”).” In addition, the increasing ESG-related
regulatory requirements, including various ESG disclosure mandates in the jurisdictions
where we operate, may lead to rising compliance costs and cost of sales may rise. Failure to
adapt to new regulations or meet evolving industry expectations and standards could result in
consumers choosing solutions and services from other companies, which may materially and
adversely affect our results of operations and financial conditions.
Legal defects regarding some of our leased properties may adversely affect our business,
financial condition and results of operations.
Under PRC law, all lease agreements are required to be registered with the local land
and real estate administration bureau. As of the Latest Practicable Date, we had not
completed lease registration for nine leased properties in the PRC. Although failure to register
does not in itself invalidate the leases, we may be subject to fines if we fail to rectify such
non-compliance within the prescribed time frame after receiving notice from the relevant PRC
government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each
unregistered lease, at the discretion of the relevant authority, so the total penalty for our
unregistered leases will range from RMB8,000 to RMB80,000. In the event that any fine is
imposed on us for our failure to register our lease agreements, we may not be able to recover
such losses from the lessors. Furthermore, we cannot assure you that we are able to renew our
lease on commercially acceptable terms upon expiry, or at all. If the title of any of our leased
properties is controversial or the validity of the relevant lease is challenged by any third party,
or if we fail to renew our lease upon expiry, we may be compelled to relocate from the affected
premises. Such relocation may result in additional expenses or business interruption, which
could, in turn, have an adverse effect on our business, financial condition and results of
operations.
We depend on key management as well as experienced and capable personnel generally, and any
failure to attract, motivate and retain our staff could severely hinder our ability to maintain and
grow our business.
Our future success is significantly dependent upon the continued service of our key
executives and other key employees, in particular, we rely on the expertise and experience of
core members of our senior management team. We may lose the services of any member of
management or key personnel for reasons that are not within our control such as their
personal circumstances or intensified competition for talents in the industry, and we may not
be able to locate, or may incur great costs to recruit and train suitable or qualified
replacements in a timely manner, or at all. If we fail to attract or retain key management and
personnel with suitable expertise, or to maintain an adequate labor force on a continuous and
sustained basis, our financial position and results of operations could be materially and
adversely affected.
Failures or perceived failures to comply with privacy, data protection, and information security
requirements, or theft, loss, or misuse of personal information about our employees, customers,
end users, or other third parties, or other information, could increase our expenses, damage our
reputation, or result in legal or regulatory proceedings.
The theft, loss, or misuse of the operational data collected, used, stored, or transferred
by us to run our business could result in significantly increased business and security costs or
costs related to defending legal claims may be required to expend significant resources to
comply with data breach requirements if, for example, third parties improperly obtain and use
the operational data, or we otherwise experience a data loss with respect to the operational
data. A major breach of our network security and systems may result in fines, penalties, and
damages, harm our reputation, and adversely affect our business, results of operations, and
financial condition.
We are subject to a variety of local, national and international laws, directives, and
regulations that apply to the collection, use, retention, protection, security, disclosure,
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transfer, and other processing of personal data in the different jurisdictions in which we
operate (“ Data Protection Laws ”). Global privacy legislation, enforcement, and policy
activity in this area are rapidly expanding and creating a complex regulatory compliance
environment. Because many Data Protection Laws are new or subject to recent revisions or
updates, there is often little clarity as to their interpretation or best practices for compliance,
as well as a lack of precedent for the scope of enforcement. Costs to comply with Data
Protection Laws are significant, and may require us to change our business practices and
compliance manners. Any failure by us or our vendors or other business partners to comply
with such Data Protection Laws could result in regulatory or litigation-related actions against
us, legal liability, fines, damages, ongoing audit requirements, and other significant costs.
We are subject to cybersecurity risks to operational systems, security systems, infrastructure,
integrated software in our solutions and services and customer data processed by us or
third-party vendors or suppliers. Any material failure, weakness, interruption, cyber event,
incident or breach of security could prevent us from effectively operating our business and reduce
confidence in us and our solutions and services.
We are at risk for interruptions, outages and breaches of: operational systems, including
business, financial, accounting, product development, data processing or production
processes, owned by us or our third-party vendors or suppliers; facility security systems,
owned by us or our third-party vendors or suppliers; in-product technology owned by us or
our third-party vendors or suppliers; the integrated software in our products such as
in-vehicle systems; or operational data that we process or our third-party vendors or suppliers
process on our behalf. Such cyber incidents could materially disrupt operational systems;
result in loss of IP, trade secrets or other proprietary or competitively sensitive information;
compromise certain operational data; jeopardize the security of our facilities; or affect the
performance of in-product technology and the integrated software in our products. Our
information technology measures designed to protect us against IP theft, data breaches and
other cyber incidents will require updates and improvements, and we cannot guarantee that
such measures will be adequate to detect, prevent or mitigate cyber incidents. The
implementation, maintenance, segregation and improvement of these systems requires
significant management time, support and cost. If we do not successfully implement, maintain
or expand these systems as planned, our operations may be disrupted, our ability to accurately
and timely report our financial results could be impaired, and deficiencies may arise in our
internal control over financial reporting, which may impact our ability to certify our financial
results. Moreover, our proprietary information or IP could be compromised or
misappropriated and our reputation may be adversely affected. If these systems do not
operate as we expect them to, we may be required to expend significant resources to make
corrections or find alternative sources for performing these functions.
A significant cyber incident could impact production capability, harm our reputation,
cause us to breach our contracts with other parties or subject us to regulatory actions or
litigation, any of which could materially affect our business, prospects, financial condition
and results of operations. In addition, our insurance coverage for cyber-attacks may not be
sufficient to cover all the losses we may experience as a result of a cyber incident.
In particular, our autonomous driving solutions contain complex information
technology. These systems may affect the control of various vehicle functions including
engine, steering and braking. Hackers may attempt in the future to gain unauthorized access
to modify, alter, and use such systems to gain control of, or to change, the functionality, user
interface and performance characteristics of vehicles incorporating our solutions and
services, or to gain access to data stored in or generated by the vehicle. In addition, as we also
offer solutions and services that involve cloud-based enhancements and supports over-the-air
updates, our solutions and services may increasingly be subject to cyber threats. We also
transmit and store certain data on the third-party cloud, and we depend on the third-party
cloud for securing data stored with it. Hackers may attempt to infiltrate, steal, corrupt, or
manipulate such data on the cloud, which could also result in our in-vehicle systems
malfunctioning. Malicious cybersecurity attacks against our in-vehicle systems that relate to
automotive safety and related data, such as the data described in the preceding sentence, could
potentially lead to bodily injury or death of end users, passengers, and others. Any
unauthorized access to or control of vehicles incorporating our solutions and services or their
systems could adversely impact the safety of those vehicles, or result in legal or regulatory
claims or proceedings, liability, or regulatory penalties.
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Non-compliance with law of any third parties with which we conduct business could disrupt our
business and adversely affect our financial condition and results of operations.
Third parties with which we conduct business, such as suppliers and other business
partners, may be subject to regulatory penalties or punishments because of their failure to
comply with relevant regulatory or may be infringing upon other parties’ legal rights, which
may, directly or indirectly, disrupt our business. We cannot be certain whether such third party
has violated any regulatory requirements or infringed or will not violate or infringe any other
parties’ legal rights; furthermore, we cannot rule out potential legal liability or losses that may
arise from any violations by such third party. For example, the data that we obtain from our
collaborating business partners may be defective, and we may not be able to identify all
instances of IP infringement, and we may be held liable and pay damages for such
infringement. Any legal liabilities and regulatory actions affecting third parties involved in
our business may affect our business activities and reputations, and may in turn affect our
business, results of operations and financial condition.
We may not have sufficient insurance coverage to cover our business risks.
We may not be able to acquire insurance for all types of risks we face, and our coverage
may not be adequate to compensate for all losses or claims that may occur anytime. We do not
maintain any business interruption insurance, which is not mandatory under the relevant laws
of the Chinese Mainland and we believe it is in line with general market practice. We do not
maintain key-man life insurance during the Track Record Period. Any business disruption,
material litigation, regulatory action, outbreak of epidemic disease, adverse weather
conditions or natural disasters could expose us to substantial costs and diversion of resources,
and we have no insurance to cover such losses or we will be able to successfully claim our
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 results of operations could be materially
and adversely affected.
Our business, results of operations and financial condition may be adversely affected by natural
disasters, health epidemics and pandemics, civil and social disruption and other outbreaks.
Any significant natural disasters, including earthquakes, extreme weather conditions, as
well as health scares related to epidemic diseases could materially impact our business in the
future. In the event of a major disruption caused by a natural disaster, public health epidemic
or pandemic, or man-made problem, such as power disruptions, computer viruses, data
security breaches or terrorism, we or our customers may be unable to continue our operations
and may endure system interruptions, reputational harm, delays in our development activities,
lengthy interruptions in service, breaches of data security and loss of critical data, any of
which could adversely affect our business, results of operations and financial condition.
Furthermore, any future outbreak may restrict economic activities in affected regions,
resulting in reduced business volume, temporary closure of our offices or otherwise disrupt
our business operations and adversely affect our financial condition and results of operations.
A severe or prolonged downturn in the global or regional economy could materially and adversely
affect our business and financial condition.
The global macroeconomic environment has been facing numerous challenges in recent
years. The war in Ukraine and the imposition of broad economic sanctions on Russia could
raise energy prices and disrupt global markets. Unrest, terrorist threats and the regional
conflicts and war in the Middle East and elsewhere may increase market volatility across the
globe. The relationship between the countries or regions we operate in with other countries or
regions with respect to trade policies, treaties, government regulations and tariffs, among
other matters, may affect the macroeconomic environment, both domestically and
internationally, and potentially leave an impact on the market we operate in. Any severe or
prolonged slowdown in the global or regional economy may materially and adversely affect
our business, results of operations and financial condition.
Changes in international relationships and trade policies may adversely impact our business,
financial condition, and results of operations.
Any unfavorable government policies on international trade, such as capital controls or
tariffs, may affect the demand for our solutions and services, impact our competitive position,
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or prevent us from being able to conduct business in certain countries. If any new tariffs,
legislation, or regulations are implemented, or if existing trade agreements are renegotiated,
such changes could affect our business, financial condition, and results of operations.
Recently, there have been heightened tensions in international economic relations, such as the
one between the U.S. and the PRC. The recent U.S.-China trade tensions have led to the
introduction of higher tariffs on various goods traded between the two countries. There is a
possibility that the trade restrictions could expand if the U.S. and China do not reach an
agreement to resolve the issues. There is no assurance as to how the U.S.-China trade tensions
might develop or whether there will be any changes to the scope and extent of goods that are
or will be being subject to tariffs or new unfavorable trade policies introduced by the two
countries. We cannot predict the implications of the ongoing U.S.-China trade tensions and
the resulting impact on our industry and the global economy. In particular, prior to 2025,
products of Chinese origin being exported into the U.S. were subject to duties ranging from
7.5% to 50% under Section 301 of the U.S. Trade Act of 1974, and imports from the PRC and
Hong Kong were free of these duties using informal entry procedures if they have an aggregate
fair retail value of less than US$800 (per person, per day) (the “ De Minimis Exemption ”)
under the U.S. Tariff Act of 1930. Since early 2025, the U.S. government has issued multiple
executive orders implementing additional tariff on imports from various jurisdictions. As of
the Latest Practicable Date, following the ruling of the U.S. Supreme Court and pursuant to
the relevant executive orders and official notices issued by the U.S. government, the tariffs
previously imposed under the International Emergency Economic Powers Act (“ IEEP A”)
became inactive on February 24, 2026. In lieu thereof, a temporary 10% tariff was imposed
under Section 122 of the Trade Act of 1974 for a period of 150 days. Accordingly, as of the
Latest Practicable Date, a 10% tariff applies to goods imported into the United States from
China after revoking the tariffs under the lEEPA effective on February 24, 2026. Such tariff
arrangement is temporary in nature and remains subject to further regulatory developments
and policy changes, influenced by evolving geopolitical dynamics, economic priorities and
regulatory agenda, and such policies may be amended, expanded, or replaced with little or no
advance notice. Rising tensions could reduce levels of trade, investments, technological
exchanges and other economic activities between the PRC and other countries, which would
have an effect on global economic conditions, the stability of global financial markets, and
international trade policies.
We have not been engaged in any direct or indirect exports to the U.S during the Track
Record Period and up to the Latest Practicable Date. Accordingly, as advised by our
International Sanctions Legal Advisors, U.S. -China tariff policies have not had, and are not
expected to have any material adverse impact on our operations or financial performance.
Although the direct impact of the current international trade and other tension, and
any escalation of such tension, on the autonomous driving industry in the PRC is evolving,
the impact on general, economic and social conditions of the PRC may consequently impact
our business, financial condition and results of operations.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY
Our commercial success depends significantly on our ability to operate without infringing upon,
misappropriating or otherwise violating the IP rights of third parties.
The markets we operate in are subject to rapid technological change and substantial
litigation regarding patent and other IP rights. Our competitors may have substantially
greater resources to make substantial investments in patent portfolios and competing
technologies, and may apply for or obtain patents that could prevent, limit or otherwise
interfere with our ability to make, use and sell our solutions, services or technologies.
Numerous third-party patents exist in fields relating to our technologies, and it is difficult for
industry participants, including us, to identify all third-party patent rights relevant to our
solutions, services or technologies. Moreover, because some patent applications are
maintained as confidential for a certain period of time, we cannot be certain that third parties
have not filed patent applications that cover our solutions, services and technologies.
Patents could be issued to third parties and we may ultimately be found to infringe such
patents. Third parties may have or obtain valid and enforceable patents or proprietary rights
that could block us from using our technologies. Our failure to obtain or maintain a license to
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any third-party IP rights that we require may materially harm our business, financial
condition and results of operations. Furthermore, we would be exposed to risks of litigation.
Third-party IP right holders may also actively bring infringement or other IP-related
claims against us, even if we have received patent and other IP protection for our technologies,
solutions, and services. Regardless of the merit of third parties claims against us for
infringement, misappropriation or violations of their IP rights, such third parties may seek
and obtain injunctive or other equitable relief, which could effectively block our ability to
continue to offer our solutions or services. Further, if a patent or other IP infringement suit
were brought against us, we could be forced to stop or delay our R&D activities and the
provision of our solutions or services, the regulatory approval process, the use of the
challenged trademarks, or other activities that are the subject of such suit. Any adverse ruling
or perception of an adverse ruling in defending ourselves could have a material adverse impact
on our cash position and Share price. Such litigation or proceedings could incur substantial
expenses which could substantially increase our operating costs and reduce the resources
available for R&D activities, or any future business activities. We may not have sufficient
financial or other resources to conduct such litigation or proceedings adequately as some of
our competitors might have.
Furthermore, because of the substantial amount of discovery required in connection
with IP litigation in the U.S., there is a risk that some of our confidential information could be
compromised by disclosure requirements during such litigation. There could also be public
announcements of the results of hearings, motions or other interim proceedings or
developments, and if securities analysts or investors perceive these results to be negative, it
could have a material adverse effect on the price of our Shares. The occurrence of any of these
events may have a material adverse effect on our business, financial condition, and results of
operation.
We may become involved in lawsuits to protect or enforce our patents or other IP , which could be
expensive, time consuming and unsuccessful, and any unfavorable outcome from such litigation
could limit our R&D activities and/or our ability to commercialize our solutions or services.
Competitors may infringe our patent rights or misappropriate or otherwise violate our
IP rights. To counter infringement or unauthorized use, we may be required to file
infringement claims, which can be expensive and time consuming and divert the time and
attention of our management and scientific personnel. An adverse result in any litigation
proceeding could put our patents at risk of being invalidated, held unenforceable or
interpreted narrowly. Any of these occurrences could adversely affect our competitive
business position, business prospects, and financial condition. Similarly, if we assert
trademark infringement claims, a court may determine that the marks we have asserted are
invalid or unenforceable, or that the party against whom we have asserted trademark
infringement has superior rights to the marks in question. In this case, we could ultimately be
forced to cease use of such trademarks.
Because of the substantial amount of discovery required in connection with IP
litigation, there is a risk that some of our confidential information could be compromised by
disclosure during litigation. Moreover, there can be no assurance that we will have sufficient
financial or other resources to file and pursue such infringement claims, which typically last
for years before they are concluded. Even if we ultimately prevail in such claims, the monetary
cost of such litigation and the diversion of the attention of our management and scientific
personnel could outweigh any benefit we receive as a result of the proceedings.
We may be unsuccessful in obtaining or maintaining patent or other adequate IP protection for
our technologies, solutions or services, due to any rejections of our patent applications.
Our commercial success will depend, in large part, on our ability to obtain, maintain
and defend patent and other IP protection with respect to our autonomous driving operating
platform, such as our AI algorithms, autonomous driving and other technologies. As of the
Latest Practicable Date, we were granted 661 patents, including 597 in the PRC, 11 in South
Korea, six in Hong Kong, 24 in the U.S., 13 in Japan, and 10 in Europe; and filed 217 patent
applications, including 203 in the PRC, seven in Europe, four in the U.S., two in South Korea,
and one in Singapore. As of the same date, we had 75 software copyrights registered in the
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PRC. See “Appendix VI — Statutory and General Information — B. Further Information
about Our Business — 2. Our Intellectual Property Rights” for more information. If we are
unable to obtain or maintain patent protection with respect to any proprietary technologies,
solutions or services, our business, financial condition, results of operations, and prospects
could be materially harmed.
We cannot be certain that patents will be issued or granted with respect to our patent
applications that are pending, or that issued or granted patents will not later be found to be
invalid and/or unenforceable, be interpreted in a manner that does not adequately protect our
technologies, solutions and services, or otherwise provide us with any competitive advantage.
Moreover, some of our patents and patent applications are, and may in the future be, jointly
owned with third parties. If we are unable to obtain an exclusive license to any such
third-party jointly-owned interest in such patents or patent applications, such joint owners
may be able to license or assign their rights to other third parties, including our competitors,
and our competitors could market competing solutions or services and/or use the same
technologies. In addition, we may need the cooperation of any such joint owners of our
patents in order to enforce such patents against third parties, and we may not be able to
achieve such cooperation. Furthermore, certain of our patents were used as collateral to
secure our financing activities, and if we fail to repay certain loans, we may not be able to
maintain such patent rights. Any of the foregoing could have a material adverse effect on our
competitive position, business, financial conditions, results of operations and prospects. As
such, we do not know the degree of future protection that we will have on our technologies,
solutions and services, if any, and a failure to obtain adequate IP protection with respect to
our technologies, solutions and services could have a material adverse impact on our business.
There can be no assurance that the existence, validity, enforceability, or scope of our IP
rights will not be challenged by a third party, or that we can obtain sufficient scope of claim in
those patents to prevent a third party from utilizing our technologies or competing against
our solutions or services. A court may decide that patent rights or other IP rights owned by us
are invalid or unenforceable, or may refuse to order the other party to refrain from utilizing
the technology at issue on the ground that our patent rights or other IP rights do not cover the
technology in question. An adverse result in any litigation or administrative proceedings
could put our patents, as well as any patents that may issue in the future from our pending
patent applications, at risk of being invalidated, held unenforceable, or interpreted narrowly.
Furthermore, because of the substantial amount of discovery required in connection with IP
litigation, there is a risk that some of our confidential information could be compromised by
disclosure during this type of litigation.
Our limited use of open-source software may pose particular risks to our business.
We may use open-source software in very few non-core modules such as interfacing with
third party software in our solutions and services. Some open-source software licenses may
require us to disclose all or part of the source code of our proprietary software, which could
result in our proprietary software being made available in the source code form and/or
licensed to others under open-source licenses, which could allow our competitors or other
third parties to use and modify our proprietary software freely without spending the
development effort. This could lead to a loss of the competitive advantage of our proprietary
technologies, as a result, sales of our solutions and services. There is a risk that open-source
software licenses may be construed in a manner that imposes unanticipated conditions on our
ability to provide solutions and services or retain ownership of our proprietary intellectual
property, particularly given that the terms of many open-source licenses to which we are
subject have not been interpreted by courts of law. Additionally, we could face claims from
third parties claiming ownership of, or demanding release of, the derivative works that we
developed using such open-source software, which could include our proprietary source code,
or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open-source
license. These claims could result in costly litigation and could require us to make our
proprietary software source code freely available, purchase a costly license, or cease offering
the implicated solutions and services unless and until we can re-engineer them to avoid using
or being based on any open-source software or otherwise avoid breach of the applicable
open-source software licenses or potential infringement. This re-engineering process could
require us to expend significant additional R&D resources, and we cannot guarantee that we
will be successful.
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Additionally, the use of certain open-source software can lead to greater security and
operational risks than use of third-party commercial software, as open-source licensors
generally do not provide warranties or controls on the origin of software. There is typically no
support available for open-source software, and we cannot ensure that the authors of such
open-source software will implement or push updates to address security risks or will not
abandon further development and maintenance. Any undetected errors or defects in the
open-source software that we rely on could prevent the deployment or impair the functionality
of our solutions and services, delay the introduction of new solutions and services, result in a
failure of our solutions and services, and harm our reputation. Moreover, undetected errors
or defects in open-source software could render it vulnerable to data breaches or cyberattacks
and make our systems more vulnerable to such attacks and breaches. We cannot be sure that
all open-source software is identified or submitted for approval prior to use in connection
with our solutions and services. Any of these risks could be difficult to eliminate or manage,
and, if not addressed, could adversely affect our ownership of proprietary technology, the
security of our systems and vehicles using them, or our business, results of operations, and
financial condition.
We may be subject to claims challenging the inventorship or ownership of our patents and other
IP .
We may be subject to claims that former employees, collaborators or other third parties
have an interest in our patents or other IP as an inventor or co-inventor. In addition, we
cannot assure you that all inventors have been or will be identified by us despite diligent effort.
The failure to name the proper inventors on a patent application could result in the patents
issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views
regarding the contributions of different individuals named as inventors, the effects of foreign
laws where foreign nationals are involved in the development of the subject matter of the
patent, conflicting obligations of third parties involved in developing our technologies,
solutions and services or as a result of questions regarding joint ownership of potential joint
inventions. Litigation may be necessary to resolve these and other claims challenging
inventorship and/or ownership. Alternatively, or additionally, we may enter into agreements
to clarify the scope of our rights in such IP . If we fail in defending any such claims, in addition
to paying monetary damages, we may lose valuable IP rights, such as exclusive ownership of,
or right to enforce, such valuable IP . Such an outcome could have a material adverse effect on
our business. Even if we are successful in defending against such claims, litigation could result
in substantial costs and be a distraction to management and other employees.
Our collaborators and business partners may have relied on consultants or other third
parties such that our collaborators and business partners are not the sole and exclusive owners
of the patents we in-licensed or utilized. If such third parties have ownership rights or other
rights to our in-licensed or utilized patents, they may be able to license such patents to our
competitors, and our competitors could market competing technologies, solutions or services.
This could have a material adverse effect on our competitive position, business, financial
conditions, results of operations, and prospects.
In addition to patented technology, we rely on our unpatented proprietary technology, trade
secrets, processes and know-how as well as our copyrights. We may not be able to enter into
invention assignment and confidentiality agreements with all of our employees and third parties.
Such agreements may not prevent ownership disputes or unauthorized disclosure of trade secrets
and other proprietary information.
We rely upon unpatented trade secrets, unpatented know-how and continuing
technological innovation to develop and maintain our competitive position, which we seek to
protect, in part, by entering into agreements, including patent or invention assignment
agreements, confidentiality agreements and non-disclosure agreements, with parties that have
access to them. Nevertheless, there can be no guarantee that an employee or a third party will
not make an unauthorized disclosure of our proprietary confidential information. This might
happen intentionally or inadvertently. It is possible that a competitor will make use of such
information, and that our competitive position will be compromised. In addition, to the
extent that our employees, consultants or contractors use IP 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, consultants, contractors or
business partners may intentionally or inadvertently disclose our trade secret information to
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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 enter into agreements to sponsor individuals or research institutions to conduct
research relevant to our business in the future. The ability of these individuals or research
institutions to publish or otherwise publicly disclose data and other information generated
during the course of their research is subject to certain contractual limitations. These
contractual provisions may be insufficient or inadequate to protect our confidential
information. If we do not file patent application(s) prior to such publication, or if we cannot
otherwise maintain the confidentiality of our proprietary technologies and other confidential
information, then our ability to obtain patent protection or to protect our trade secret or
proprietary information may be jeopardized, which could adversely affect our business,
financial condition and results of operations.
We may not obtain invention assignment agreements from our employees and
consultants in all circumstances, and the assignment of IP under such agreements may not be
self-executing. It is possible that technology relevant to our business will be independently
developed by a person that is, or is not, a party to such an agreement. Furthermore, if the
employees, consultants or collaborators who are parties to these agreements breach or violate
the terms of these agreements, we may not have adequate remedies for any such breach or
violation, and we could lose our trade secrets and inventions through such breaches or
violations. Any of the foregoing could have a material and adverse effect on our business,
financial condition and results of operations.
We may be subject to claims that our employees, consultants and/or advisors have wrongfully
used or disclosed alleged trade secrets of their former employers.
Some of our employees, consultants and/or advisors were previously employed at
universities or other companies, which may our competitors. Although we try to ensure that
our employees do not use the proprietary information or know-how of others in their work for
us, we may be subject to claims that we or our employees have used or disclosed IP, including
trade secrets or other proprietary information, of any such employee’s former employer.
Litigation may be necessary to defend against these claims. If we fail in defending any such
claims, in addition to paying monetary damages, we may lose valuable IP rights or personnel.
Even if we are successful in defending against such claims, litigation could result in
substantial costs and be a distraction to management.
IP rights do not necessarily protect us from all potential threats to our competitive advantage.
The degree of future protection afforded by our IP rights is uncertain because IP rights
have limitations, and may not adequately protect our business, or permit us to maintain our
competitive advantage. Examples include: (i) others may be able to independently develop
similar or alternative technologies or designs that are similar to our solutions or services but
not covered by the claims of the patents that we own or have obtained an exclusive license to;
(ii) we might not have been the first to make the inventions covered by the issued patents or
pending patent applications that we own, or file patent applications covering certain of our
inventions, which could result in the patent applications not issuing or being invalidated after
issuing; (iii) our pending patent applications will possibly not lead to issued patents, and
issued patents have limited patent terms; (iv) issued patents that we own or have obtained an
exclusive license to may not provide us with any competitive advantages, or may be held
invalid or unenforceable, as a result of legal challenges by our competitors; (v) we may fail to
apply for or obtain adequate IP protection in all the jurisdictions in which we operate, and our
competitors might conduct R&D activities in such countries develop competitive solutions
and services for commercialization in our major markets; (vi) we may fail to develop
additional proprietary technologies that are patentable; and (vii) the patents of others may
have an adverse effect on our business, for example by preventing us from commercializing
one or more of our solutions and services.
Any of the aforementioned threats to our competitive advantage could have a material
adverse effect on our business.
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RISKS RELATING TO OUR FINANCIAL PROSPECTS AND NEED FOR ADDITIONAL
CAPITAL
Failure to collect our trade and bills receivables in a timely manner or at all could have a material
and adverse impact on our business, financial condition, liquidity and prospects.
Our cash flows and profitability are subject to the timely settlement of payments by our
customers. We usually grant a credit period of 30 to 180 days to our customers; in certain
cases, we may grant a longer credit term on a case-by-case basis. Trade receivables are
generally settled in accordance with the terms of the respective contracts, except for some of
our customers did not strictly follow the stipulated payment schedule, which resulted in trade
and bills receivables turnover days being longer than the general credit terms under the
contracts. As of December 31, 2023, 2024 and 2025, our trade and bills receivables were
RMB140.2 million, RMB243.3 million and RMB315.5 million, respectively. Our trade and
bills receivables turnover days were 295.1 days, 263.6 days and 310.8 days for the years ended
December 31, 2023, 2024 and 2025.
We cannot assure you that we will be able to collect all or any of our trade and bills
receivables or collect the amount for any unbilled work on time, or at all, after meeting the
agreed program payment milestones. Our customers may face unexpected circumstances, such
as they may delay or even default in their payment obligation. As a result, we may not be able
to receive such customers’ payment of uncollected debts in full, or at all, and we may need to
make provisions for trade and bills receivables. The occurrence of such events would
materially and adversely affect our financial condition and results of operations. As of
December 31, 2023, 2024 and 2025, we made impairment of trade and bills receivables of
RMB9.6 million, RMB14.8 million and RMB31.1 million for the same years, respectively.
We recorded net operating cash outflows during the Track Record Period and may continue to
record net operating cash outflows in the future.
During the Track Record Period, we had experienced net operating cash outflows. In
2023, 2024 and 2025, we had net operating cash outflows of RMB119.9 million, RMB208.5
million and RMB173.9 million, respectively. The pressure on us to generate positive cash flow
from operating activities may be further exacerbated if we fail to collect our trade receivables
in time. We cannot assure you that we may generate positive cash flow from operating
activities in the future for a number of reasons, including lack of demand for our solutions
and services, development in the government policies toward the autonomous driving
industry, increasing market competition, failure of collecting our trade receivables in time or
at all, as well as other risks discussed herein.
We recorded net loss and accumulated loss during the Track Record Period, which may continue
in the future.
We recorded net loss of RMB213.1 million, RMB211.6 million and RMB230.2 million,
respectively, in 2023, 2024 and 2025. Our adjusted net loss (non-IFRS measure), calculated by
adding back share-based compensation expenses and listing expenses amounted to RMB180.6
million, RMB160.9 million and RMB168.9 million, respectively, in 2023, 2024 and 2025. We
may continue to incur net losses in the foreseeable future. Due to our historical net loss, we
recorded accumulated losses of RMB1,224.8 million, RMB698.0 million and RMB924.7
million as of December 31, 2023, 2024 and 2025, respectively. We cannot assure you we will
recover our accumulated losses in the near future.
We may not be able to shorten our cash conversion cycle and to manage our cashflow mismatch.
Our working capital, future operations and cashflow largely depend on the timely
conversion of our inventories into cash, our ability to shorten our inventory turnover days
and our trade receivables turnover days and our ability to lengthen our trade payables
turnover days. During the Track Record Period, our inventory turnover days were 302.1 days,
138.6 days and 119.2 days, our trade and bills receivables turnover days were 295.1 days, 263.6
days and 310.8 days, and our trade and bills payables turnover days were 125.2 days, 122.7
days and 194.6 days, respectively, in 2023, 2024 and 2025. See “Financial Information —
Description of Certain Items of Consolidated Statement of Financial Position.” There is no
assurance that our working capital management measures will be effective to achieve the
intended purposes. Should we fail to effectively implement our strategies to shorten our cash
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conversion cycle and to manage our cashflow mismatch, we will continue to fund our
operation using external financing as our internal generated funds will be insufficient.
Our sales and financial performance may be influenced by seasonality .
As the negotiations with our new customers and the new customers’ internal procedures
to complete the execution of purchase agreements usually occur in the first few months of a
year, while the orders are made subsequently, with a larger proportion of products scheduled
to be delivered in the second half of a year. As a result, we generally recognize a larger
proportion of revenue and cost of sales in the second half of a year, and our financial
performance is seasonal during a year as a result.
We may need additional capital in the future to meet our financial obligations and to pursue our
business objectives. Additional capital may not be available on acceptable terms, or at all, which
could compromise our ability to meet our financial obligations and grow our business.
We may require additional cash resources to further improve our R&D capability,
expand our production capacity, and pursue opportunities for investments, capital
expenditures or similar actions, or if we experience change in business condition or other
unanticipated developments. In 2023, we incurred significant amount of cash outflows for
investing activities. Since we have not recorded net profit or continuous positive cash flows
from operating activities during the Track Record Period, we may continue to rely on equity
or debt financing to meet our working capital and capital expenditure requirements. Our
ability to obtain external financing in the future is subject to a variety of uncertainties. We are
subject to certain regulatory approval and/or filing procedures with local governmental
authorities and other regulatory authorities for any future equity financing, which may be
time-consuming and may result in our missing the best market windows for debt or equity
issuances. In addition, incurring indebtedness would subject us to increased debt service
obligations and could result in operating and financial covenants that would restrict our
operations. Our ability to access international capital and lending markets may be restricted at
a time when we would like, or need, to do so, especially during times of increased volatility
and reduced liquidity in global financial markets and stock markets, which could limit our
ability to raise funds. There can be no assurance that financing will be available in a timely
manner or in amounts or on terms acceptable to us, or at all, and we may fail to implement our
business plans or experience disruptions in our operating activities, and our business,
financial condition and results of operations would be materially and adversely affected.
Moreover, any issuance of equity or equity-linked securities could result in significant
dilution to our existing shareholders.
Fluctuations in the changes in fair value of these financial assets at fair value through profit or
loss would affect our financial results.
We recorded financial assets at fair value through profit or loss of RMB82.0 million,
RMB27.1 million and RMB1.7 million as of December 31, 2023, 2024 and 2025, respectively.
These financial assets at fair value through profit or loss included our investments in wealth
management products issued by banks. Any change in the performance of such wealth
management products managed by banks may lead to a change in the fair value of the
financial assets, which in turn could negatively affect our financial conditions and results.
Our failure to fulfill our obligations in respect of contract liabilities may materially and
adversely affect our liquidity and financial position.
Our contract liabilities primarily include advance payments from our customers for our
solutions and services. We recorded contract liabilities of RMB3.9 million, RMB4.7 million
and RMB8.7 million as of December 31, 2023, 2024 and 2025, respectively. For further details,
see “Financial Information — Discussion of Certain Key Items of Consolidated Statements
of Financial Position — Contract liabilities.” There is no assurance that we will be able to
fulfill our obligations in respect of contract liabilities as the completion of our R&D work and
delivery of solutions and services are subject to various factors, including the supply of
materials and components, and the normal operation of our business. If we are not able to
fulfill our obligations with respect to our contract liabilities, the amount of contract liabilities
will not be recognized as revenue and our liquidity and financial position may be adversely
affected.
Any termination of, or changes to, the preferential tax treatment or government grants that we
enjoy could adversely affect our profitability .
We enjoyed certain preferential tax rates and government grants in relation to our
operations during the Track Record Period. We, UISEE Shanghai and UISEE Zhejiang
obtained the high and new technology enterprise accreditation in 2021, 2022 (renewed in
2025) and 2020 (renewed in 2023), respectively, and hence are currently entitled to the
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preferential tax treatments of 15%, instead of 25%. However, the relevant government
authorities may decide to cancel or modify such preferential treatment for high and new
technology enterprises. We also recorded government grants as other income of RMB5.1
million, RMB4.2 million and RMB2.8 million in 2023, 2024 and 2025, respectively, primarily
for our R&D activities. Government grants mainly represent incentives received from local
governments for the purpose of compensation of research and development expenses, and
local economic contribution and additional input value-added tax credit, which are subject to
the discretion of the relevant government authorities and non-recurring in nature. The
discontinuation, retroactive or future reduction or refund of any preferential tax treatment or
government grants currently available to us could have an adverse effect on our results of
operations.
Share-based payments may have a material and adverse effect on our financial performance and
cause shareholding dilution to our Shareholders.
The Pre-IPO Incentive Schemes were established for the benefit of our Directors, senior
management and core employees as remuneration for their services provided to us and to
incentivize and reward the eligible persons who have contributed to the success of our
Company. For the principal terms of the Pre-IPO Incentive Schemes, see “Appendix VI —
Statutory and General Information — D. Pre-IPO Incentive Schemes”. In 2023, 2024 and
2025, we recorded an aggregate of RMB32.6 million, RMB41.7 million and RMB49.9 million,
respectively in share-based payments. As of the Latest Practicable Date, options to acquire a
total of 16,294,928 incentive units under the Pre-IPO Incentive Schemes were granted. To
further incentivize our employees, we may incur additional share-based payment expenses in
the future. Expenses incurred with respect to such share-based payments may also increase
our operating expenses and therefore have a negative effect on our financial performance.
Issuance of additional H Shares with respect to such share-based payments may dilute the
shareholding of our Shareholders and could result in a decline in the value of our H Shares.
RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WE OPERATE
Developments in the political and economic policies, as well as the evolving laws, rules and
regulations, may affect our business, financial condition, results of operations and prospects.
Due to our extensive operations in the PRC, our business, financial condition, results of
operations and prospects are affected by economic, political, and legal developments in the
PRC. The overall economic growth is influenced by the governmental regulations and policies
in relation to resource allocation, monetary policies, regulations of financial services and
institutions, preferential treatment to particular industries or companies and others. Any of
the foregoing may affect our business, financial condition, results of operations and
prospects.
Laws, rules and regulations in relation to economic matters are promulgated from time
to time, including those related to such as foreign investment, corporate organization and
governance, commerce, taxation, finance, foreign exchange and trade, so as to develop a
comprehensive system of commercial law. In addition, the interpretation and implementation
of the laws and regulations relating to the autonomous driving industry also evolve from time
to time.
We may be subject to additional regulatory requirements under new laws and regulations on
overseas offerings and listings issued by PRC government authorities.
Laws, rules and regulations in relation to overseas offerings and listings are
promulgated from time to time. On July 6, 2021, the relevant PRC government authorities
issued the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance
with the Law (จԈ ). These opinions emphasize the need
to strengthen the administration over illegal securities activities and the supervision on
overseas listings by PRC-based companies and propose to take effective measures, such as
promoting the construction of relevant regulatory systems to deal with the risks and incidents
faced by PRC-based overseas-listed companies. On February 17, 2023, the CSRC promulgated
the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic
Companies ( ) (the “Overseas Listing Trial
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Measures”) along with five relevant guidelines, which became effective on March 31, 2023.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities
overseas are required to file with the CSRC. We are also required to comply with the
Provisions on Strengthening Confidentiality and Archives Administration of Overseas
Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮೯БᗇՎձ
 ). See “Regulatory Overview — Regulations Relating to
Overseas Securities Offering and Listing.” Subsequent to the Global Offering, we may be
subject to additional regulatory requirements under new laws and regulations on overseas
offerings and listings issued by PRC government authorities from time to time.
We are subject to the currency exchange regulatory system.
The conversion of Renminbi is subject to applicable laws and regulations in the PRC. It
cannot be guaranteed that under a certain exchange rate, we will have sufficient foreign
exchange to meet our foreign exchange requirements. Under the current PRC foreign exchange
regulatory system, foreign exchange transactions under the current account conducted by us,
including the payment of dividends, do not require approval from the SAFE, but we are
required to present documentary evidence of such transactions and conduct such transactions
at designated foreign exchange banks within the PRC that have the licenses to carry out
foreign exchange business.
Under existing foreign exchange regulations, following the completion of the Global
Offering, we will be able to pay dividends in foreign currencies without prior approval from
the SAFE by complying with certain procedural requirements. However, there is no assurance
that these foreign exchange policies regarding payment of dividends in foreign currencies will
continue in the future. In addition, any insufficiency of foreign exchange may restrict our
ability to pay dividend to shareholders or to satisfy any other foreign exchange requirements,
capitalize our capital expenditure plans, and even our business, prospects, results of
operations, financial condition, and cash flows may be adversely affected.
Holders of H Shares may be subject to PRC income taxes.
According to the Individual Income Tax Law of the PRC (੻೼
) and its implementation regulations, the tax applicable to non-PRC resident individuals is
proportionate at a rate of 20% for any dividends obtained from within the PRC or gains on
transfer of shares and shall be withheld and paid by the withholding agent. According to the
Enterprise Income Tax Law of the PRC ( ), and its
implementation regulations, if a non-resident enterprise has no presence or establishment
within the PRC, or if it has established a presence or establishment but the income obtained
has no actual connection with such presence or establishment, it shall pay an enterprise
income tax on its income derived from within the PRC with a reduced rate of 10%. Pursuant to
the Arrangement between the Chinese Mainland and the Hong Kong Special Administrative
Region (“Hong Kong”) for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼ձ
τર), dividends paid by PRC resident enterprises to Hong Kong residents can
be taxed either in Hong Kong or in accordance with the PRC laws. However, if the beneficial
owner of the dividends is a Hong Kong resident, the tax charged shall not exceed: (i) 5% of the
total amount of dividends if the Hong Kong resident is a company that directly owns at least
25% of the capital of the PRC resident enterprise paying dividends; or (ii) otherwise, 10% of
the total amount of dividends. Considering the foregoing, non-PRC resident holders of our H
Shares should be aware that they may be obligated to pay PRC income tax on the dividends
and gains realized through sales or transfers by other means of the H Shares. See “Appendix
III — Taxation and Foreign Exchange — Taxation of Security Holders — The PRC taxation”
for more details.
While this may also apply to other jurisdictions, there might be difficulties in effecting service of
legal process, enforcing foreign judgments against us or our executive Directors and senior
management in the Chinese Mainland.
Substantially all of our assets are located in the Chinese Mainland and most of our
executive Directors and senior management reside in the Chinese Mainland. Therefore, it may
be difficult for investors to directly effect service of process within elsewhere outside of the
Chinese Mainland upon us or our executive Directors or senior management.
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On July 14, 2006, the Supreme People’s Court of the PRC and the Hong Kong
government signed the Arrangement on Reciprocal Recognition and Enforcement of
Judgments in Civil and Commercial Matters by the Courts of the Chinese Mainland and of
the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements
between Parties Concerned (ʝႩ̙ձੂБ
τર ) (“Arrangement”), which came into effect on
August 1, 2008. Under this Arrangement, where any designated people’s court of the Chinese
Mainland or any designated Hong Kong court has made an enforceable final judgment
requiring payment of money in a civil and commercial case pursuant to a choice of court
agreement in writing by the parties, any party concerned may apply to the relevant people’s
court of the Chinese Mainland or Hong Kong court for recognition and enforcement of the
judgment. On January 18, 2019, the Supreme People’s Court of the PRC and the Hong Kong
government signed the Arrangement on Reciprocal Recognition and Enforcement of
Judgments in Civil and Commercial Matters by the Courts of the Chinese Mainland and of
the Hong Kong Special Administrative Region (ʝႩ̙ձ
τર ) (the “New Arrangement”), which seeks to establish a
mechanism with greater clarity and certainty for recognition and enforcement of judgments in
wider range of civil and commercial matters between Hong Kong and the Chinese Mainland.
The New Arrangement discontinued the requirement for a choice of court agreement for
bilateral recognition and enforcement. The New Arrangement has come into take effect on
January 29, 2024 and superseded the Arrangement. After the New Arrangement became
effective, a judgment rendered by a Hong Kong court can still be recognized and enforced in
the Chinese Mainland even if the parties in the dispute do not agree to enter into a choice of
court agreement.
Nevertheless, judgments rendered in jurisdictions with which the Chinese Mainland
does not have treaties that provide for the reciprocal recognition and enforcement of judicial
rulings and awards may not be so recognized or enforced in the Chinese Mainland.
Fluctuations in exchange rates could result in foreign currency exchange losses or a decrease in
our gross profit margin.
The value of RMB against other currencies may fluctuate, subject to changes resulting
from relevant government’s policies and depends to a large extent on domestic and
international economic and political developments as well as supply and demand in the local
market. It is difficult to predict how market forces or government policies may impact the
exchange rates between the RMB and the Hong Kong dollar, the U.S. dollar or other
currencies in the future. In 2023 and 2024, we had net foreign exchange gains of RMB0.1
million and RMB1.3 million, respectively, and we recorded foreign exchange loss of RMB0.4
million in 2025. The proceeds from the Global Offering will be received in Hong Kong dollars.
As a result, any appreciation of the RMB against the Hong Kong dollar may result in the
decrease in the value of our proceeds from the Global Offering. Conversely, any depreciation
of the RMB may adversely affect the value of, and any dividends payable on, the Shares in
foreign currency. In addition, there are limited instruments available for us to reduce our
foreign currency risk exposure at reasonable costs. All of these factors could materially and
adversely affect our business, financial condition, results of operations and prospects, and
could reduce the value of, and dividends payable on, the H Shares in foreign currency terms.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no previous public market for our H Shares, and the liquidity and market price of
our H Shares may be volatile.
Prior to the Global Offering, there has been no public market for our H Shares. The
Offer Price for our H Shares was the result of negotiations among us and the Overall
Coordinators (for themselves and on behalf of the Underwriters) and the Offer Price may
differ significantly from the market price for our H Shares following the Global Offering. We
have applied for listing of and permission to deal in our H Shares on the Stock Exchange.
There is no assurance that the Global Offering will result in the development of an active,
liquid public trading market for our H Shares. Factors such as variations in our revenue,
earnings and cash flows or any other developments of us may affect the volume and price at
which our H Shares will be traded. Furthermore, the price and trading volume of our H
Shares may be volatile. The following factors, among others, may cause the market price of
RISK FACTORS
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our H Shares after the Global Offering to vary significantly from the Offer Price: (i) our
financial results; (ii) unexpected business interruption resulting from natural disasters or
power shortages; (iii) major changes in our key personnel or senior management; (iv)
development in laws and regulations in regions where we operate; (v) our inability to compete
effectively in the autonomous driving industry; (vi) our inability to obtain or maintain
regulatory approval for our operations; (vii) fluctuations in stock market prices and volume;
(viii) changes in analysts’ estimates of our financial performance; (ix) political, economic,
financial and social developments in regions where we operate and in the global economy; and
(x) involvement in material litigation.
As a result, it is possible that our H Shares may be subject to changes in price not
directly related to our performance and as a result, investors in our H Shares may suffer
substantial losses.
We have been, and will continue to be, substantially influenced by our Controlling Shareholders,
whose interests may differ from those of other Shareholders.
Our Controlling Shareholders have substantial influence over our business, including
matters relating to our management, policies and decisions regarding acquisitions, mergers,
expansion plans, consolidations and sales of all or substantially all of our assets, election of
Directors and other significant corporate actions. Immediately upon completion of the
Global Offering (without taking into account any Shares which may be issued pursuant to the
exercise of the Offer Size Adjustment Option), Mr. Wu, Mr. Jiang, Mr. Zhou, Mr. Peng and
Beijing Simaju will be directly interested in an aggregate of 32.35% of the total share capital
of our Company, and will be a group of Controlling Shareholders under the Listing Rules. See
“Relationship with Our Controlling Shareholders.” This concentration of ownership may
discourage, delay or prevent a change in control of our Company, which could deprive other
Shareholders of an opportunity to receive a premium for their H Shares as part of a sale of
our Company and might reduce the price of our H Shares. These events may occur even if they
are opposed by our other Shareholders. In addition, our Controlling Shareholders of our
Company may exercise their substantial influence over us and cause us to enter into
transactions or take, or fail to take, actions or make decisions that conflict with the best
interests of our other Shareholders.
Any possible conversion of our Unlisted Shares into H Shares in the future could increase the
supply of our H Shares in the market and negatively impact the market price of our 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) have been duly completed and
the filing with the CSRC has 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
adversely affect the trading price of H Shares.
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A future significant increase or perceived significant increase in the supply of our H Shares in
public markets, including any actual or perceived sale or availability for sale of substantial
amounts of our H Shares by our Directors and/or existing Shareholders, could cause the market
price of our H Shares to decrease significantly, and/or dilute shareholdings of holders of H
Shares.
The market price of our H Shares could decline as a result of future sales of a
substantial number of our H Shares or other securities relating to our H Shares in the public
market, or the issuance of new shares or other securities, or the perception that such sales or
issuances may occur. Future sales, or anticipated sales, of substantial amounts of our
securities, including any future offerings, could also materially and adversely affect our ability
to raise capital at a specific time and on terms favorable to us. In addition, our Shareholders
may experience dilution in their holdings if we issue more securities in the future. New shares
or shares-linked securities issued by us may also confer rights and privileges that take priority
over those conferred by the H Shares.
Our future financing may cause dilution of your shareholding or place restrictions on our
operations.
In order to raise capital and expand our business, we may consider offering and issuing
additional Shares or other securities convertible into or exchangeable for our Shares in the
future other than on a pro rata basis to our then existing Shareholders. As a result, the
shareholdings of those Shareholders may experience dilution in net asset value per Share. If
additional funds are to be raised through debt financing, certain restrictions may be imposed
on our operations, which may: (i) further limit our ability or discretion to pay dividends; (ii)
increase our risks in adverse economic conditions; (iii) adversely affect our cash flows; or (iv)
limit our flexibility in business development and strategic plans.
As the Offer Price of our H Shares is higher than our consolidated net tangible assets book value
per H Share, purchasers of our H Shares in the Global Offering may experience immediate
dilution upon the Shareholding percentage of our H Shares.
As the Offer Price of our H Shares is higher than the consolidated net tangible assets
per Share immediately prior to the Global Offering, purchasers of our H Shares in the Global
Offering may experience an immediate dilution. In addition, we may consider offering and
issuing additional Shares or equity-related securities in the future to raise additional funds,
finance acquisitions or for other purposes. Purchasers of our H Shares may experience further
dilution in terms of the net tangible asset value per Share if we issue additional Shares or
equity-related securities in the future at a price that is lower than the consolidated net tangible
asset value per Share.
There can be no assurance whether and when we will pay dividends in the future, and payment of
dividends is subject to laws and regulations in regions where we operate.
During the Track Record Period, we have not declared or paid any dividends on our
Shares. We expect to continue to invest in technology and innovation to implement our growth
strategies, which we believe will contribute to the value creation for customers, employees and
Shareholders. Our Board of Directors will review our dividend policy by taking into
consideration a number of factors, including our evolving strategies, results of operations,
financial condition, operating and capital investment requirements and other factors it may
deem relevant. Any declaration and payment, as well as the amount of the dividends, will be
subject to our Articles and the relevant PRC laws and regulations, according to which the
dividends may be paid only out of the distributable profits as determined under PRC GAAP
or IFRSs, whichever is lower, although there is no significant difference between PRC GAAP
and IFRSs in this respect. In addition, we rely on dividends and other distributions on equity
from our subsidiaries for our cash requirements to pay dividends. Our ability to pay dividends
may be adversely affected if our subsidiaries fail to adequately pay dividends and other
distributions to us in a timely manner due to their respective capital needs. As a result, there
can be no assurance whether, when and in which form we will pay dividends in the future or
that we will pay dividends in accordance with our dividend policy. See “Financial Information
— Dividends” for more details of our dividend policy.
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You should read the entire prospectus carefully and should not consider or rely on any particular
statements in this prospectus or in published media reports or other publicly available
information without carefully considering the risks and other information contained in this
prospectus.
There may have been, prior to the publication of this prospectus, and there may be,
subsequent to the date of this prospectus but prior to the completion of the Global Offering,
press and media coverage regarding us and the Global Offering. We do not accept any
responsibility for the accuracy or completeness of any information reported by the press or
other media or otherwise publicly available, nor the fairness or appropriateness of any
estimates/forecasts, views or opinions expressed by the press or other media or otherwise
publicly available regarding our H Shares or the Global Offering or us. We make no
representation as to the appropriateness, accuracy, completeness or reliability of any such
information or publication. Accordingly, prospective investors should not rely on any such
information, reports or publications in making their decision whether to invest in our H
Shares or in the Global Offering. Y ou should rely solely upon the information contained in
this prospectus, and any formal announcements made by us in making your investment
decision regarding our H Shares.
Forward-looking information in this prospectus 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.
We cannot guarantee the accuracy of facts, forecasts and other statistics obtained from official
governmental sources contained in this Prospectus.
This Prospectus, particularly the section headed Industry Overview, contains
information and statistics relating to our industry. Certain information and statistics have
been derived from various official government publications. We believe that the sources of the
information are appropriate sources for such information, and we have taken reasonable care
in extracting and reproducing such information. Information and statistics from official
government sources have not been independently verified by us, our Directors and the Sole
Sponsor, and no representation is given as to their accuracy. In any event, you should consider
carefully the importance placed on such information or statistics.
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules:
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, an issuer must have sufficient
management presence in Hong Kong and, in normal circumstances, at least two of the issuer’s
executive directors must be ordinarily resident in Hong Kong.
Our Company does not, and for the foreseeable future will not, have executive Directors
who are ordinarily resident in Hong Kong for the purpose of satisfying Rules 8.12 and 19A.15
of the Listing Rules. Our Group’s business operations and assets are primarily based outside
Hong Kong, and it would be practically difficult and not commercially necessary for us to
relocate our executive Directors to Hong Kong, or to appoint additional executive Directors
for the purpose of satisfying Rules 8.12 and 19A.15 of the Listing Rules. Accordingly, we have
applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from
strict compliance with Rules 8.12 and 19A.15 of the Listing Rules on the basis that the
following measures have been adopted by us:
(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed two authorized
representatives, Mr. Wu, our Chairman, executive Director and chief executive
officer and one of our Co-founders and Controlling Shareholders, and Mr.
Chiang, our executive Director, chief financial officer and joint company
secretary, who will act as our principal channel of communication with the Stock
Exchange. Each of our authorized representatives will be available to meet with
the Stock Exchange in Hong Kong within a reasonable time frame upon the
request of the Stock Exchange and will be readily contactable by telephone,
facsimile and/or email. Each of our authorized representatives is authorized to
communicate on our behalf with the Stock Exchange. Our Company has been
registered as a non-Hong Kong company under Part 16 of the Companies
Ordinance and Ms. Sham Ying Man (“ Ms. Sham ”), our joint company secretary,
has also been authorized to accept service of legal process and notices in Hong
Kong on behalf of our Company;
(b) both of our authorized representatives have means to contact all our Directors
(including our independent non-executive Directors) promptly at all times as and
when the Stock Exchange wishes to contact our Directors for any matters. Our
Directors who are not ordinarily resident in Hong Kong possess or can apply for
valid travel documents to visit Hong Kong and will be able to meet with the Stock
Exchange within a reasonable period of time, when required. Each of our
Directors has provided his/her respective mobile phone numbers, fax numbers
and email addresses (where available) to our authorized representatives. In the
event that a Director expects to travel, he/she will endeavor to provide the phone
number of the place of his/her accommodation to our authorized representatives
or maintain an open line of communication via his/her mobile phone. Each of
our Directors and authorized representatives has provided his/her mobile phone
numbers, office phone numbers, fax numbers and email addresses (where
available) to the Stock Exchange;
(c) pursuant to Rule 3A.19 of the Listing Rules, we have appointed Somerley Capital
Limited as our compliance advisor (the “ Compliance Advisor ”), which has access
at all times to our authorized representatives, Directors, senior management and
other officers of our Company, and will act as an additional channel of
communication between the Stock Exchange and us; and
(d) meetings between the Stock Exchange and our Directors could be arranged
through our authorized representatives or the Compliance Advisor, or directly
with our Directors within a reasonable time frame. We will promptly inform the
Stock Exchange of any changes of our authorized representatives and/or the
Compliance Advisor.
JOINT COMP ANY SECRETARIES
According to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide
issued by the Stock Exchange, the secretary of an issuer must be a person who has the
requisite knowledge and experience to discharge the functions of the company secretary and is
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either (i) a member of the Hong Kong Chartered Governance Institute, a solicitor or barrister
as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong) or a
certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50
of the Laws of Hong Kong); or (ii) 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 a company secretary.
According to Chapter 3.10 of the Listing Guide, the waiver under Rule 3.28 of the
Listing Rules will be granted for a fixed period of time, but in any case, will not exceed three
years from the Listing Date (the “ Waiver Period ”) and on the conditions that (i) the company
secretary in question must be assisted by a person who possesses the qualifications or
experience as required under Rule 3.28 and is appointed as a joint company secretary
throughout the Waiver Period; and (ii) the waiver can be revoked if there are material
breaches of the Listing Rules by our Company.
We have appointed Mr. Chiang and Ms. Sham as our joint company secretaries. Mr.
Chiang joined our Group as the chief financial officer in February 2017 and has been serving
as the secretary of our Board since October 2017. He has been appointed as our Director in
October 2024 (re-designated as our executive Director in May 2025) and our joint company
secretary in April 2025. Since his joining of our Group in February 2017, Mr. Chiang has been
primarily responsible for financing, corporate governance and company secretarial matters of
our Group. Our Directors are of the view that, having regard to Mr. Chiang’s thorough
understanding of the overall business operations and corporate governance matters of our
Group, he is considered as a suitable person to act as a company secretary of our Company. In
addition, as our headquarters and principal business operations are substantially based and
conducted in the PRC, our Directors believe that it is necessary to appoint Mr. Chiang as a
company secretary whose presence in the headquarters of our Group enables him to attend the
day-to-day corporate secretarial matters of our Group and to take the necessary actions in an
effective and efficient manner.
However, given that Mr. Chiang does not possess a qualification stipulated in Rule
3.28(1) of the Listing Rules nor the “relevant experience” set out in Rule 3.28(2) of the Listing
Rules, he is not able to solely fulfill the requirements as a company secretary of a listed issuer
stipulated under Rules 3.28 and 8.17 of the Listing Rules. In order to provide support to Mr.
Chiang, we have appointed Ms. Sham, a Chartered Secretary, a Chartered Governance
Professional and an associate of both The Hong Kong Chartered Governance Institute and
The Chartered Governance Institute in the United Kingdom, who is qualified under Rule 3.28
of the Listing Rules, to act as the other joint company secretary to closely work with and
provide support to Mr. Chiang during the Waiver Period so as to enable Mr. Chiang to acquire
the relevant experience (as required under Rule 3.28(2) of the Listing Rules) to duly discharge
his duties as a company secretary of a listed issuer.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17
of the Listing Rules in relation to the appointment of Mr. Chiang as our joint company
secretary on the condition that Mr. Chiang will be assisted by Ms. Sham as our joint company
secretary throughout the Waiver Period. By virtue of her experience in corporate secretarial
practice, Ms. Sham is, in our Directors’ opinion, a qualified and suitable person to render
assistance to Mr. Chiang so as to enable him to acquire the relevant experience (as required
under Rule 3.28(2) of the Listing Rules) to duly discharge his duties. In addition, Mr. Chiang
will comply with the annual professional training requirement under Rule 3.29 of the Listing
Rules and will enhance his knowledge of the Listing Rules during the Waiver Period. Our
Company will further ensure that Mr. Chiang has access to the relevant training and support
that would enhance his understanding of the Listing Rules and the duties of a company
secretary of an issuer listed on the Stock Exchange.
Such waiver will be revoked immediately if and when Ms. Sham ceases to provide such
assistance or our Company commits any material breaches of the Listing Rules during the
Waiver Period. Before the expiry of such three-year period, we must demonstrate and seek the
Stock Exchange’s confirmation that Mr. Chiang, having had the benefit of Ms. Sham’s
assistance during the three year period, has attained the relevant experience under Note 2 to
Rule 3.28 of the Listing Rules and is capable of discharging the functions of company
secretary so that a further waiver will not be necessary.
See “Directors and Senior Management” for the biographical information of Mr.
Chiang and Ms. Sham.
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CONSENT IN RESPECT OF PROPOSED SUBSCRIPTION OF SHARES BY CERTAIN
CORNERSTONE INVESTOR WHO IS A CONNECTED CLIENT
Paragraph 1C of Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) states that
no allocations will be permitted to “connected clients” of the overall coordinator(s), any
syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than
syndicate members(s)) without prior written consent of the Stock Exchange.
Paragraph 1B(7) of the Placing Guidelines states that “connected clients” in relation to
an exchange participant means any client of such member who is a company which is a
member of the same group of companies as such exchange participant.
Starwin International A LPF (“ Starwin International ”) has entered into a cornerstone
investment agreement with the Company, the Sole Sponsor and the Overall Coordinators.
Starwin International’s general partner is Starwin Wealth Management Limited and its
investment manager is Hong Tai Securities Limited (“ Hong Tai Securities ”). As Hong Tai
Securities is one of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers and the Underwriters, Starwin International is a connected client of Hong Tai
Securities.
We have applied for, and the Stock Exchange has granted, consent under paragraph 1C
of the Placing Guidelines to permit Starwin International to participate in the Global
Offering as a cornerstone investor on the following bases and conditions as set out in
paragraph 5 of Chapter 4.15 of the Guide:
(a) any Offer Shares to be allocated to Starwin International will be held on behalf of
independent third parties;
(b) the cornerstone investment agreement of Starwin International does not contain
any material terms which are more favorable to it than those in other cornerstone
investment agreements;
(c) no preferential treatment has been, nor will be, given to Starwin International by
virtue of its relationship with Hong Tai Securities, in any allocation of Offer
Shares in the International Offering other than the assured entitlement under the
cornerstone investment agreement following the principles set out in Chapter
4.15 of the Guide that the cornerstone investment agreement of Starwin
International does not contain any material terms which are more favorable to it
than those in the other cornerstone investment agreements;
(d) Starwin International confirms that to the best of its knowledge and belief, it has
not received and will not receive preferential treatment in the allocation of Offer
Shares in the Global Offering as a cornerstone investor by virtue of its
relationship with Hong Tai Securities, other than the assured entitlement under
the relevant cornerstone investment agreements;
(e) each of (i) the Company, (ii) the Overall Coordinators, (iii) Hong Tai Securities
and (iv) Starwin International has provided the Stock Exchange with written
confirmations in accordance with Chapter 4.15 of the Guide; and
(f) details of the cornerstone investments has been disclosed in this prospectus and
details of the allocations will be disclosed in the allotment results announcement.
For further information about the cornerstone investment of Starwin International,
please refer to the section headed “Cornerstone Investors” in this prospectus.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–6 7–


--- page 77 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which the Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing)
Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of
giving information to the public with regard to the Group. The Directors, having made all
reasonable enquiries, confirm that to the best of their knowledge and belief, the information
contained in this prospectus is accurate and complete in all material respects and not
misleading or deceptive, and there are no other matters the omission of which would make any
statement herein or this prospectus misleading.
CSRC FILING
We have filed the required documents with the CSRC, and the CSRC has issued the
filing notice dated December 22, 2025, confirming our completion of the filing pursuant to
the new filing regime introduced by the Overseas Listing Trial Measures for the Global
Offering, for the conversion of certain Unlisted Shares into H Shares and the application for
listing of the H Shares on the Stock Exchange.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 723,100 Offer Shares and the International Offering of initially
13,738,100 Offer Shares (subject to, in each case, reallocation on the basis as set out in
“Structure of the Global Offering” and, in case of the International Offering, any exercise of
the Offer Size Adjustment Option).
The Hong Kong Offer Shares are offered solely on the basis of the information
contained and representations made in this prospectus and on the terms and subject to the
conditions set out herein. No person is authorized to give any information in connection with
the Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Sole Sponsor, the Overall Coordinators, the Sponsor-Overall
Coordinator, 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, employees, advisors, agents or representatives, or any other persons or parties
involved in the Global Offering.
Neither the delivery of this prospectus nor any offering, sale or delivery made in
connection with the Offer Shares should, under any circumstances, create any implication that
there has been no change or development in our affairs since the date of this prospectus or
that the information in this prospectus is correct as of any date subsequent to the date of this
prospectus.
Details of the structure of the Global Offering, including its conditions, are set out in
“Structure of the Global Offering”, and the procedures for applying for Hong Kong Offer
Shares are set out in “How to apply for Hong Kong Offer Shares.”
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for the conversion of 112,264,250 Unlisted Shares held by 41
Shareholders into H Shares and see “History, Development and Corporate Structure” and
“Share Capital” for details of their interests in our Company and relevant procedures for the
conversion of Unlisted Shares into H Shares. Such H Shares to be converted from Unlisted
Shares are restricted from trading for a period of one year after the Listing.
The relevant filing procedure in relation to the conversion of Unlisted Shares into H
Shares has been completed on December 22, 2025.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 8–


--- page 78 ---
RESTRICTIONS ON OFFER AND SALE OF THE OFFER 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 the Hong Kong Offer
Shares to, confirm that he/she/it is aware of the restrictions on the offer and sale of the Hong
Kong Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares outside Hong
Kong or the distribution of this prospectus in any jurisdiction other than Hong Kong.
Accordingly, and without limitation to the following, this prospectus may not be used for the
purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any
circumstances where such an offer or invitation is not authorized or to any person to whom it
is unlawful to make such an offer or invitation for subscription. The distribution of this
prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of
such jurisdictions pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom.
UNDERWRITING
The listing of our H Shares on the Stock Exchange is sponsored by the Sole Sponsor
and the Global Offering is managed by the Overall Coordinators. The Hong Kong Public
Offering is fully underwritten by the Hong Kong Underwriters subject to the terms and
conditions of the Hong Kong Underwriting Agreement. The International Offering is
expected to be fully underwritten by the International Underwriters subject to the terms and
conditions of the International Underwriting Agreement. For more information on the
Underwriters and the Underwriting Agreements, see “Underwriting.”
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
Our Company has applied to the Stock Exchange for the granting of the listing of, and
permission to deal in, the H Shares to be issued by us pursuant to the Global Offering
(including any H Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option) and the H Shares to be converted from the Unlisted Shares.
Dealings in the H Shares on the Stock Exchange are expected to commence on
Wednesday, May 20, 2026. No part of our Shares is listed or dealt in on any other stock
exchange, and no such listing or permission to list is being or proposed to be sought on any
other stock exchange as of the date of this prospectus.
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, our H Shares on the Stock Exchange pursuant to this prospectus
has been refused before the expiration of three weeks from the date of the closing of the
application lists, or such longer period (not exceeding six weeks) as may, within the said three
weeks, be notified to our Company by or on behalf of the Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, our H Shares on the
Stock Exchange and compliance with the stock admission requirements of HKSCC, our H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in our H Shares on the
Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions
between participants of the Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General
Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling our H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbrokers or other professional advisors
for details of the settlement arrangements as such arrangements may affect their rights and
interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 9–


--- page 79 ---
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All H Shares issued pursuant to applications made in the Global Offering and converted
from Unlisted Shares will be registered on our H Share register of members to be maintained
in Hong Kong by our H Share Registrar, Tricor Investor Services Limited. Our principal
register of members will be maintained by us at our head office in the PRC.
Dealings in our H Shares registered in our H Share register of members will be subject
to Hong Kong stamp duty.
DIVIDENDS P A YABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to our 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. 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.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and it has agreed not to register the
subscription, purchase or transfer of any H Shares in the name of any particular holder unless
and until the holder delivers a signed form to our H Share Registrar in respect of those H
Shares bearing statements to the effect that the holder:
• agrees with us and each of our Shareholders, and we agree with each Shareholder,
to observe and comply with the PRC Company Law and our Articles of
Association;
• agrees with us and each of our Shareholders that the H Shares are freely
transferable by the holders thereof; and
• authorizes us to enter into a contract on his/her/its behalf with each of the
Directors, managers and officers whereby such Directors, managers and officers
undertake to observe and comply with their obligations to our Shareholders as
stipulated in our Articles of Association.
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
of any of the Directors or an existing Shareholder or a nominee of any of the foregoing.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of
any rights in relation to the H Shares. None of our Company, the Sole Sponsor, the Overall
Coordinators, the Sponsor-Overall Coordinator, 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, employees, advisors, agents or
representatives, or any other persons or parties involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the
subscription, purchase, holding, disposal of, dealing in, or the exercise of any rights in
relation to, the H Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 0–


--- page 80 ---
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 prospectus that are not in the English language and are
English translations, the names in their respective original languages shall prevail. For ease of
reference, the names of the Chinese laws and regulations, government authorities, institutions,
natural persons or other entities (including certain of our subsidiaries) have been included in
this prospectus in both the Chinese and English languages.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain
amounts denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.
Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of
Renminbi into U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this
prospectus was made at the following rates:
RMB0.87581 to HK$1.00
RMB6.86280 to US$1.00
HK$7.83595 to US$1.00
The RMB to HK$ and US$ to RMB exchange rates are quoted by the PBOC for foreign
exchange transactions prevailing on May 3, 2026. No representation is made that any amounts
in RMB or Hong Kong dollars can be or could have been at the relevant dates converted at the
above rate or any other rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–7 1–


--- page 81 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Wu Gansha ( ю͚Ӎ) Room 307, Building 1
Courtyard 20
Jindi Zhongyangshijia
Shunyi District
Beijing, PRC
Chinese
Mr. Zhou Xin ( մ㒥) 3-1809, Building 26
Xibahebeili
Chaoyang District
Beijing, PRC
Chinese
Mr. Chiang Tsung Che
(ࡪ֚)
No. 202, Unit 5, Building 9
No. 2, Xibahedongli
Chaoyang District
Beijing, PRC
Chinese (Taiwan)
Non-executive Directors
M r .W uJ u n(ࠏ14632 Carnelian Glen Ct.
Saratoga, CA95070
United States of America
American
Mr. Zhou Jun (ࠏRoom 502, Unit 1, Building 70
Huayanbeili
Chaoyang District
Beijing, PRC
Chinese
Mr. Gao Xiaohu (ډRoom 2101, Unit A, Building 214
Jijing Qinyuan Community
Wangjing
Chaoyang District
Beijing, PRC
Chinese
Independent non-executive Directors
Mr. Chow Ming Sang
(୍)
Room 2011, Tsui Yiu Court
Lai Chi Ling Road
Kwai Chung
Kowloon, Hong Kong
Chinese
(Hong Kong)
Ms. Bai Rui ( ͣጶ) No. 8 Mingde Road
Chaoyang District
Changchun
Jilin Province, PRC
Chinese
Mr. Du Zide ( Ӂɿᅃ) 1608 Building 2
Xinkexiangyuan
Haidian District
Beijing, PRC
Chinese
See “Directors and Senior Management” for further details of our Directors and senior
management.
DIRECTORS AND P ARTIES INVOLVED IN THE GLOBAL OFFERING
–7 2–


--- page 82 ---
P ARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor CITIC Securities (Hong Kong) Limited
18/F , One Pacific Place
88 Queensway
Hong Kong
Sponsor-Overall Coordinator CLSA Limited
18/F , One Pacific Place
88 Queensway
Hong Kong
Overall Coordinators, Joint
Global Coordinators, Joint
Bookrunners and
Joint Lead Managers
CLSA Limited
18/F , One Pacific Place
88 Queensway
Hong Kong
BOCOM International Securities Limited
9/F , Man Y ee Building
68 Des Voeux Road Central, Central
Hong Kong
DBS Asia Capital Limited
73/F , The Center
99 Queen’s Road Central, Central
Hong Kong
China Galaxy International Securities (Hong Kong) Co.,
Limited
20/F , Wing On Centre
111 Connaught Road Central
Sheung Wan
Hong Kong
Joint Global Coordinator, Joint
Bookrunner and Joint Lead
Manager
Hong Tai Securities Limited
Units 1803-1804, 18/F , Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
Joint Bookrunners and Joint Lead
Managers
Futu Securities International (Hong Kong) Limited
34/F , United Centre
No. 95 Queensway
Admiralty
Hong Kong
CEB International Capital Corporation Limited
34/F – 35/F , Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong
uSmart Securities Limited
Room 2405-06, 24/F
308 Central Des Voeux
Sheung Wan
Hong Kong
DIRECTORS AND P ARTIES INVOLVED IN THE GLOBAL OFFERING
–7 3–


--- page 83 ---
CNCB (Hong Kong) Capital Limited
10/F , AIA Central
1 Connaught Road Central
Central
Hong Kong
Quam Securities Limited
5/F and 24/F (Rooms 2401 and 2412)
Wing On Centre
111 Connaught Road Central
Hong Kong
Lego Securities Limited
Room 1506, 15/F , Wheelock House
20 Pedder Street
Central
Hong Kong
Patrons Securities Limited
Unit 3214, 32/Floor, Cosco Tower
183 Queen’s Road Central
Sheung Wan
Hong Kong
SBI China Capital Financial Services Limited
4/F , Henley Building
No. 5 Queen’s Road Central
Hong Kong
Capital Market Intermediaries CLSA Limited
18/F , One Pacific Place
88 Queensway
Hong Kong
BOCOM International Securities Limited
9/F , Man Y ee Building
68 Des Voeux Road Central, Central
Hong Kong
DBS Asia Capital Limited
73/F , The Center
99 Queen’s Road Central, Central
Hong Kong
China Galaxy International Securities (Hong Kong) Co.,
Limited
20/F , Wing On Centre
111 Connaught Road Central
Sheung Wan
Hong Kong
Hong Tai Securities Limited
Units 1803-1804, 18/F , Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
Futu Securities International (Hong Kong) Limited
34/F , United Centre
No. 95 Queensway
Admiralty
Hong Kong
DIRECTORS AND P ARTIES INVOLVED IN THE GLOBAL OFFERING
–7 4–


--- page 84 ---
CEB International Capital Corporation Limited
34/F – 35/F , Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong
uSmart Securities Limited
Room 2405-06, 24/F
308 Central Des Voeux
Sheung Wan
Hong Kong
CNCB (Hong Kong) Capital Limited
10/F , AIA Central
1 Connaught Road Central
Central
Hong Kong
Quam Securities Limited
5/F and 24/F (Rooms 2401 and 2412)
Wing On Centre
111 Connaught Road Central
Hong Kong
Lego Securities Limited
Room 1506, 15/F , Wheelock House
20 Pedder Street
Central
Hong Kong
Patrons Securities Limited
Unit 3214, 32/Floor, Cosco Tower
183 Queen’s Road Central
Sheung Wan
Hong Kong
SBI China Capital Financial Services Limited
4/F , Henley Building
No. 5 Queen’s Road Central
Hong Kong
Legal advisors to our Company As to Hong Kong and United States laws
Sidley Austin
39/F , Two International Finance Centre
8 Finance Street
Central, Hong Kong
As to PRC laws and international sanctions law
King & Wood
18th Floor, East Tower
World Financial Center
No. 1 Dongsanhuan Zhonglu
Chaoyang District
Beijing, PRC
DIRECTORS AND P ARTIES INVOLVED IN THE GLOBAL OFFERING
–7 5–


--- page 85 ---
As to Hong Kong laws (in relation to the
operations of the Group):
ONC Lawyers
19th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
As to Singapore laws (in relation to the
operations of the Group):
Lee & Lee LLP
25 North Bridge Road
Level 7
Singapore 179104
As to Qatar laws (in relation to the
operations of the Group):
Hassan Al Khater Law Office
No 6 Saha 952, Arab League Street, Jelaiah
Doha, Qatar
Legal advisors to the Sole Sponsor
and the Underwriters
As to Hong Kong and United States laws
Herbert Smith Freehills Kramer
23rd Floor, Gloucester Tower
15 Queen’s Road Central
Hong Kong
As to the PRC laws
JunHe LLP
20/F , China Resources Building
8 Jianguomenbei Avenue
Dongcheng District
Beijing, PRC
Auditor and Reporting
Accountants
Ernst & Young
Certified Public Accountants and Registered Public
Interest Entity Auditor under the Accounting and
Financial Reporting Council Ordinance
27/F , One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
Independent Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
Room 2504, Wheelock Square
1717 West Nanjing Road
Jingan District, Shanghai
PRC
Receiving Banks DBS BANK (HONG KONG) LIMITED
16/F The Center
99 Queen’s Road Central
Hong Kong
CMB Wing Lung Bank Limited
45 Des Voeux Road Central
Hong Kong
China CITIC Bank International Limited
79 Floor, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
DIRECTORS AND P ARTIES INVOLVED IN THE GLOBAL OFFERING
–7 6–


--- page 86 ---
Headquarters and registered office
in the PRC
Room 101, 1/F , Yuan Building 1
No. 85 Hongan Road
Fangshan District
Beijing, PRC
Principal place of business in
Hong Kong
Shop Nos. 202-203
2nd Floor, Regal Airport Hotel
9 Cheong Tat Road
Chek Lap Kok
New Territories
Hong Kong
Company’s website www.uisee.com
(Information on this website does not form part of this
prospectus)
Joint company secretaries Mr. Chiang Tsung Che (ࡪ֚)
No. 202, Unit 5, Building 9
No. 2, Xibahedongli
Chaoyang District
Beijing, PRC
Ms. Sham Ying Man ( Ҋᅂ˖ )
(Chartered secretary, chartered governance professional
and associate member of both The Hong Kong Chartered
Governance Institute and The Chartered Governance
Institute in the United Kingdom)
Room 1910, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized representatives Mr. Wu Gansha ( ю͚Ӎ )
Room 307, Building 1
Courtyard 20
Jindi Zhongyangshijia
Shunyi District
Beijing, PRC
Mr. Chiang Tsung Che (ࡪ֚)
No. 202, Unit 5, Building 9
No. 2, Xibahedongli
Chaoyang District
Beijing, PRC
Audit Committee Mr. Chow Ming Sang (୍) (Chairman)
Ms. Bai Rui ( ͣጶ)
M r .W uJ u n(ࠏ)
Remuneration and Appraisal
Committee
Mr. Du Zide ( Ӂɿᅃ) (Chairman)
Mr. Chow Ming Sang (୍)
Mr. Chiang Tsung Che (ࡪ֚)
Nomination Committee Mr. Wu Gansha ( ю͚Ӎ) (Chairman)
Mr. Du Zide ( Ӂɿᅃ)
Ms. Bai Rui ( ͣጶ)
CORPORATE INFORMATION
–7 7–


--- page 87 ---
Strategic Committee Mr. Wu Gansha ( ю͚Ӎ) (Chairman)
Mr. Zhou Xin ( մ㒥)
Mr. Du Zide ( Ӂɿᅃ)
Compliance Advisor Somerley Capital Limited
20/F , China Building
29 Queen’s Road Central
Hong Kong
H Share Registrar Tricor Investor Services Limited
17/F , Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal banks Beijing Zhongguancun Bank Co., Ltd.
Rooms 301-306, Floors 4-10
Unit 2, Building 2
No. 9 Fenghao East Road
Xibeiwang Town, Haidian District
Beijing, PRC
Hangzhou Bank Co., Ltd., Jiaxing Jiashan Branch
Room 201, No. 185 Yangguang East Road
Luoxing Street, Jiashan County
Jiaxing City, Zhejiang Province
PRC
CORPORATE INFORMATION
–7 8–


--- page 88 ---
Certain information and statistics set out in this section and elsewhere in this
prospectus are derived from various official government and other publicly available sources,
and from the market research report prepared by Frost & Sullivan, an independent industry
consultant which was commissioned by us (the “Frost & Sullivan Report”). Our Company
and the Sole Sponsor believe that the information has been derived from appropriate sources
and have taken reasonable care in compiling, extracting and reproducing the information.
Our Company and the Sole Sponsor have no reason to believe that the information is false or
misleading in any material respect or that any fact has been omitted that would render the
information false or misleading in any material respect. No independent verification has
been carried out on the information from official government sources by us, the Sole
Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries or any other
parties (other than Frost & Sullivan) involved in the Global Offering or their respective
directors, officers, employees, advisors, or agents, and no representation is given as to the
accuracy.
SOURCES OF INFORMATION AND RESEARCH METHODOLOGY
We engaged Frost & Sullivan for preparing an independent industry report in respect of
China’s and global autonomous driving markets. The information from Frost & Sullivan
disclosed in the prospectus is extracted from the F&S Report, a report commissioned by us for
a fee of RMB800,000, and is disclosed with the consent of Frost & Sullivan. In compiling and
preparing the F&S Report, Frost & Sullivan adopted the following assumptions: (i) China’s
and global social, economic and political conditions currently discussed will remain stable
during the forecast period, (ii) China’s and global government policies on autonomous driving
industry will remain consistent during the forecast period, (iii) China’s and global
autonomous driving industry will be driven by the factors which are stated in the F&S Report
in the forecast period. The F&S Report has been prepared by Frost & Sullivan independently
without any influence from us or other interested parties.
Frost & Sullivan is an independent global consulting firm founded in 1961 in New Y ork
and its services include, among others, industry consulting, market strategic consulting and
corporate training. Frost & Sullivan conducted (i) primary research, which involved
discussing the status of the industry with certain leading industry participants, and interviews
with industry experts on a best-effort basis to collect information in aiding in-depth analysis;
and (ii) secondary research, which involved reviewing company reports, independent research
reports and data based on its own research database.
OVERVIEW OF CHINA ’S AND GLOBAL AUTONOMOUS DRIVING MARKETS
Definition and Classification of Autonomous Driving
Autonomous driving technology refers to the integration of advanced software and
hardware to enable vehicles to drive with minimal or no human intervention. Based on the
extent of human intervention and the breadth of the driving scenarios handled autonomously,
autonomous driving is classified by levels ranging from L0 to L5.
L1 to L2 provide safety functions, driving assistance features, and improve user
experience, which have gained significant consumer acceptance. L3 to L5, on the other hand,
provide automated driving features and allow vehicles to operate with little or even no human
intervention, poised to revolutionize personal travel experience and transportation systems in
the future. Currently, L2 autonomous driving vehicles are penetrating the market rapidly,
while L4 autonomous driving vehicles are still in development. Specifically, L4 autonomous
driving commercial vehicles have been deployed in closed scenarios. Looking ahead, new
energy vehicles (NEVs) are considered the optimal platform for integrating autonomous
driving functions, due to their inherent advantages such as more advanced electronic and
electrical architectures, consistent power supply, and rapid system responsiveness. As the
NEV market expands and as the autonomous driving technology evolves, there is considerable
potential for the L4 autonomous driving market.
INDUSTRY OVERVIEW
–7 9–


--- page 89 ---
Autonomous driving applies to both passenger cars and commercial vehicles. The
following chart illustrates the classification and features of each level of autonomous driving:
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Note: A system enabling L1 to L2 automation is commonly known as advanced driving assistance system
(“ADAS”), while a system supporting L3 to L5 automation is known as automated driving system (“ADS”).
Source: SAE International, Frost & Sullivan Report
Advantages of Autonomous Driving for commercial vehicles
Alleviating Labor Shortage
Due to harsh working conditions, the transportation and logistics industry faces
challenges of low employment willingness and labor shortages. Generally, in airports, tarmac
presents environments highly unsuitable for employees, with working temperatures reaching
up to 50°C in summer and plummeting to -30°C in winter under the most extreme situations.
The intense noise from aircraft engines also has a severe impact on workers’ hearing. In
factories, the demand of continuous production forces workers to engage in long hours of
repetitive labor. By implementing L4 autonomous driving technology, automation can be
achieved in these scenarios, effectively alleviating the issues of labor shortages.
Enhancing safety
Owing to their heavy weight, large size, long braking distances, and numerous blind
spots, commercial vehicles, are particularly prone to accidents. Prolonged periods of
high-intensity driving may also lead to fatigue, excessive speeding or other unsafe behaviors.
Approximately 90% accidents are caused by human factors, and autonomous driving vehicles
can prevent over 90% of these accidents by perceiving the surroundings, quickly identifying
potential hazards, and swiftly reacting to situations. Moreover, the implementation of
autonomous driving technology can reduce human intervention, enhance privacy and data
security during operation, and strengthen asset security and prevent thefts.
Reducing cost
The demanding working conditions at airports and factories result in high employee
turnover rates, which in turn raise training costs. The total cost of ownership (“ TCO”) is an
important parameter in measuring the economical viability of commercial vehicles. TCO
refers to total costs incurred throughout a vehicle’s entire lifecycle, including vehicle purchase
costs, energy costs, labor costs, maintenance costs, and other related expenses. As labor costs
typically account for around 20% of the TCO of trucks, the implementation of L4
autonomous driving technology could reduce the TCO. Additionally, limited working hours
and driver noncompliance with applicable regulations not only reduce productivity but also
increase energy consumption. Energy costs make up nearly 30% of the TCO of trucks. By
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adopting L4 autonomous driving technology that learns the most energy-efficient driving
behaviors and enables continuous operations, energy costs can be significantly reduced,
thereby lowering the TCO.
China’s and Global Autonomous Driving Market Size
Since 2023, autonomous driving vehicles have become popular worldwide. In China, the
sales volume of autonomous driving vehicles reached 27.6 million in 2025, among which
ADAS vehicles accounted for 97.6%, and ADS vehicles accounted for 2.4%. Globally, the
sales volume of autonomous driving vehicles reached 68.0 million in 2025, among which
ADAS vehicles accounted for more than 98.5%, and ADS vehicles accounted for less than
1.6%.
In China, the sales volume of autonomous driving passenger cars was 26.0 million in
2025, among which ADAS passenger cars accounted for more than 97.6% among China’s
market. Globally, the sales volume of autonomous driving passenger cars was 58.1 million in
2025, among which ADAS passenger cars accounted for 98.3% among the global market.
More affordable technologies and increasing customer acceptance led to the widespread use of
autonomous driving passenger cars. By 2030, the sales volume of autonomous driving
passenger cars is expected to reach 49.5 million in China, and 82.2 million globally. In recent
years, autonomous driving technology has been increasingly adopted in commercial vehicles.
In China, the sales volume of autonomous driving commercial vehicles was 1.6 million in
2025, among which ADS commercial vehicles accounted for 1.9% among China’s market.
Globally, the sales volume of autonomous driving commercial vehicles was 9.9 million in
2025, among which ADS commercial vehicles accounted for 1.0% among the global market.
Since ADS technology can effectively address issues such as labor shortages, safety incidents,
and high costs in commercial vehicle operations, ADS vehicles are expected to gain a
widespread use in the near future. It is anticipated that sales volume of ADS commercial
vehicles will reach 0.9 million by 2030 globally, accounting for 3.0% among the global
autonomous driving commercial vehicles market. The sales volume of ADS commercial
vehicles in China will reach 0.3 million, accounting for 5.3% among China’s autonomous
driving commercial vehicles market.
The following chart demonstrates the market size of China’s and global autonomous
driving commercial vehicles in terms of sales volume:
Global and China Autonomous Driving Commercial Vehicles Sales V olume
CAGR 2021 -2025 2026E -2030E
38.4% 24.6%
62.7% 45.6%
27.8% 28.4%
77.8% 65.5%
0.6 0.9
9.9
12.4
15.5
19.3
24.0
29.9
0
5
10
15
20
25
30
35
0.01
2021
0.02
2022 2023
0.10.1
2024
0.1
2025
0.2
2026E
0.3
2027E
0.4
2028E 2029E 2030E
2.8 3.8
5.7
7.0
Global Autonomous Driving Commercial Vehicles
Global ADS Commercial Vehicles
1.0 1.2 1.6 2.1 2.7 3.5 4.5 5.7
0.003 0.004 0.01 0.02 0.03
0.04 0.1 0.1 0.2 0.3
0.6 0.7
China Autonomous Driving Commercial Vehicles
China ADS Commercial Vehicles
Unit: Million RMB
Source: The International Organization of Motor V ehicle Manufacturers (OICA), China Association of Automobile
Manufacturers (CAAM) and Frost & Sullivan Report
Notes:
(1) Autonomous driving vehicles refer to vehicles equipped with L1 to L5 autonomous driving technology.
(2) Commercial vehicles include buses, trucks, and SPVs (special purpose vehicles).
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L3 applications are still in pilot verification stage and yet to be commercialized at large
scale due to the following reasons: (i) the regulatory framework and liability regime remain
incomplete, as key rules relating to accident liability allocation, operational permits and data
governance are still under development in major markets. Existing regulations in many
jurisdictions primarily permit testing or pilot operations, rather than full commercial
deployment of L3 functions; (ii) safety risks remain under complex real-world operating
conditions, as the system is required to assume full driving control under L3 mode, while its
performance in handling diverse and unpredictable traffic environments continues to be
subject to further validation; and (iii) the L3 systems still require a driver to remain on
standby and ready to take over, meaning labor costs cannot be meaningfully reduced in
commercial operations. By contrast, L4 fleet operation enables driver removal and offers a
clearer structural cost advantage, making L4 more commercially viable. Meanwhile, L5
commercial vehicles currently lack a commercial foundation mainly due to unresolved
systematic challenges in technology, regulations, costs and social acceptance. Therefore, it is
practicably difficult to collect all relevant information for L3 and L5 commercial vehicles
accordingly and the market size of ADS commercial vehicles refers to that of L4 commercial
vehicles, according to Frost & Sullivan.
Current Status of the Autonomous Driving Market
Autonomous driving has gained market recognition and applied in closed scenarios
With the increasing demand for driverless commercial vehicles and the development of
technology, the acceptance of autonomous driving has steadily increased. Specifically, L4
autonomous driving commercial vehicles have already been implemented in closed scenarios
such as airports, factories, ports and mining areas, significantly enhance operational
efficiency, optimize logistics processes, reduce costs, and improve safety.
Diversity of autonomous driving commercial vehicles enhances customer loyalty and profit
margin
Autonomous driving commercial vehicles are characterized by diverse vehicle models
serving fragmented application scenarios, and operating under non-standardized business
practices, which result in higher customer stickiness and profit margins. Specifically, diverse
application scenarios and differentiated customer needs result in a wide variety of models for
autonomous driving commercial vehicles. Suppliers need to offer customized solutions to
meet the specific requirements of different customers, boosting customer loyalty and
increasing profit margins.
The application of autonomous driving commercial vehicles faces challenges in ensuring
advanced safety, efficiency, business non-interruptions and low mileage cost
Autonomous driving commercial vehicles need to ensure advanced safety, efficiency,
non-interruptions and low mileage cost during operation. Advanced safety refers to lower risk
of accidents in hazardous scenarios. Efficiency requires vehicles to avoid disrupting traffic
when encountering complex road conditions. Business non-interruptions mean maintaining
continuous operations under extreme weather conditions or infrastructure network failures.
Low mileage cost requires vehicles to incur a relatively low level of travel expenses per mile.
Early entrants into this market will gain a first-mover advantage by accumulating extensive
business data and operational experience, enabling further refinement of autonomous
technologies and effective mitigation of these challenges.
Drivers and Trends of the Autonomous Driving Market
Wide acceptance of autonomous driving
Autonomous driving has the potential to substantially reduce human errors and
accidents on the road by utilizing comprehensive sensing capabilities to provide instant
response. As vehicles equipped with ADAS functions become increasingly attractive,
participants in the autonomous driving industry, such as OEMs which frequently cooperate
with autonomous driving companies invest in further development of autonomous driving
functions. Driven by both supply and demand, the autonomous driving vehicle market is
experiencing rapid growth.
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Favorable governmental policies
Autonomous driving has received increasing policy support worldwide as governments
promote intelligent mobility development. In China, policies actively support the testing and
deployment of autonomous driving in designated scenarios. Key initiatives include the 14th
Five-Y ear Plan for the Development of a Modern Comprehensive Transportation System
(“ɤ̬ʞ”஝ྌ ) issued in 2022, which promotes autonomous
driving and vehicle-road collaboration pilots; the Guidelines for the Construction of the
National Standard System for the Connected Vehicle Industry (ICVs) (2023 Edition) (ԓ
౽ঐၣᑌӛԓ2023) released in 2023 to accelerate the
establishment of industry standards; and the Notification regarding the Pilot Implementation
of Intelligent Connected Vehicle Access and On-road Testing (ɝձ
) issued in November 2023, which clarifies L3 and L4 autonomous
driving access requirements. Internationally, policies such as the Saudi Road Code introduced
in 2024 also support the deployment of autonomous driving infrastructure.
NEVs as a boosting factor of the autonomous driving industry
NEVs are widely regarded as the optimal choice for carrying autonomous driving
functions due to their more advanced electronic and electrical architecture, more stable power
systems, and faster response times. Compared to the structure of ICEs, the electric drive
system of NEVs has quicker response, thus providing convenience for the integration of
autonomous driving and enabling more precise, faster, and safer control. As such, given
NEV’s high adaptability to autonomous driving systems, the growth of the NEV market
correlates with the growth of the autonomous driving market. In China, the leading NEV
market in the world, the sales volume of NEVs has increased from 1.2 million units in 2019 to
12.9 million units in 2024, with the penetration rate of NEVs rising from 4.7% in 2019 to
40.9% in 2024. The growth of China’s NEV market lays a strong foundation for the expansion
of the autonomous driving market.
Continuous technological development
Technological advancements are driving progress in the autonomous driving market.
Advancements in AI technology, such as reinforcement learning, imitation learning, and
knowledge-based learning, enable vehicles to perform complex tasks with increasing
efficiency and reliability. The development of advanced AI algorithms and the integration of
vehicle-cloud collaboration have further enhanced the capabilities of autonomous driving
systems.
Evolving business models
The automotive industry’s business model is shifting from traditional whole-vehicle
sales to integrated offerings combining vehicles, software and related services, creating new
opportunities for autonomous driving solution providers. With the advancement of
electrification and intelligent technologies, companies increasingly adopt diversified
monetization models, including subscription-based services, usage-based charging linked to
mileage or operating time, and vehicle rental models. In addition, some providers supply
autonomous driving systems to OEMs and generate revenue through hardware sales, software
updates and maintenance services. These evolving business models are expected to further
support the commercialization and development of the autonomous driving industry.
OVERVIEW OF LEVEL 4 AUTONOMOUS DRIVING SOLUTIONS MARKET FOR
COMMERCIAL VEHICLES
Definition and Applications of L4 Autonomous Driving Solutions for Commercial Vehicles
The L4 autonomous driving, defined as high driving automation, refers to vehicles
capable of fully autonomous driving under limited conditions. Currently, the L4 autonomous
driving solutions for commercial vehicles have been commercially applied in closed scenarios,
such as airports, factories, mining areas, and ports. These environments typically have fixed
road conditions and traffic situations, making it easier for autonomous driving systems to
conduct testing and deployment. Due to the non-standard, diverse, and fragmented nature of
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these closed environments, L4 autonomous driving solution providers typically focus on
offering integrated vehicle solutions.
Meanwhile, some open scenarios, such as bus and logistics, in development, with several
companies already conducting pilot programs in related areas. While challenges such as
regulatory hurdles and public acceptance persist, ongoing technological advancements and
pilot programs are paving the way for wider adoption. As these technologies continue to
evolve, L4 autonomous driving for commercial vehicles is expected to expand into more open
scenarios and complex environments, accelerating the transformation of logistics, public
transportation, and other industries.
The following chart demonstrates the market size of Greater China’s and global L4
autonomous driving solutions for commercial vehicles in terms of revenue:
Market Size of Global and Greater China L4 Autonomous Driving Solutions for
Commercial Vehicles
CAGR 2021-2025 2026E-2030E
Greater China 87.4% 88.3%
Global 80.6% 90.3%
3.2 5.2 12.3 26.1 50.5
96.8
179.1
327.8
4.4 6.6 10.0 23.4 55.2
109.0
203.2
377.7
724.3
0
200
100
300
400
500
600
700
800
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
1.0 2.2 2.1
Greater China
Global
Unit: Billion RMB
Source: Frost & Sullivan Report
The following table presents the ranking of the top three L4 autonomous driving
solutions market for commercial vehicles in terms of revenue in 2025 in Greater China:
Greater China L4 Autonomous Driving Solutions for Commercial Vehicles,
in terms of revenue, 2025
Ranking Company Background
Market
Share
1 Company G An autonomous driving company headquartered in Fujian Province, China,
focusing on L4 unmanned driving for mining scenarios. Established in
2018, the company develops and operates autonomous haulage solutions
for open-pit mines and has achieved commercial L4 deployments across
multiple large coal mining sites.
11.6%
2 Company M An autonomous driving company headquartered in Anhui Province, China,
focusing on L4 autonomous driving solutions for municipal sanitation,
urban logistics and mobility services. Established in 2015, the company
develops and operates AI-powered robotic services and has achieved
commercial L4 deployments across over 50 cities worldwide.
10.5%
3 Company N A global leader in L4 autonomous delivery vehicles, headquartered in
Beijing, China, focusing on last-mile and urban logistics with its RoboVan
solutions. Established in 2018, the company has delivered over 10,000 L4
vehicles globally and is the RoboVan provider serving all major Chinese
logistics groups.
6.5%
The Company holds an approximately 2.6% share of the Greater China L4 autonomous
driving solutions for commercial vehicles market.
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Market Size of L4 Autonomous Driving Solutions for Commercial Vehicles in Closed Scenarios
L4 commercial vehicle autonomous driving solutions are gradually being widely
adopted in closed scenarios. These scenarios are ideal for the testing and application of L4
commercial vehicle autonomous driving solutions due to their relatively controllable
environments. In mining areas, ports, airports and other closed scenarios involving harsh
working environments and high hiring costs, L4 commercial vehicle autonomous driving
solutions can not only improve operational efficiency and safety, but also reduce operating
costs.
Greater China is leading the market of L4 autonomous driving solutions for
commercial vehicles. According to Frost & Sullivan, the market of Greater China’s L4
autonomous driving solutions for commercial vehicles in closed scenarios has seen a
remarkable expansion, with the market size growing from RMB0.9 billion in 2021 to RMB5.8
billion in 2025, representing a CAGR of 59.3%. This upward trajectory, driven by favorable
government policies, increasing downstream market demand and need for operational cost
reduction, is anticipated to persist. The market size is expected to reach RMB53.5 billion in
2030, representing a CAGR of 52.1% from 2026 to 2030. With regard to the global market,
according to Frost & Sullivan, the market size of global L4 autonomous driving solutions for
commercial vehicles in closed scenarios grew from RMB2.0 billion in 2021 to RMB10.3
billion in 2025, representing a CAGR of 50.6%, and is expected to reach RMB110.1 billion in
2030 at a CAGR of 53.8% from 2026 to 2030.
The following chart demonstrates the market size of Greater China’s and global L4
autonomous driving commercial vehicles in closed scenarios in terms of revenue:
Market Size of Global and Greater China L4 Autonomous Driving Solutions for
Commercial Vehicles in Closed Scenarios
Unit: Billion RMB CAGR 2021-2025 2026E-2030E
Greater China 59.3% 52.1%
Global 50.6% 53.8%
0.9 1.5 2.0 2.9 5.82.0 3.0 3.9 5.5 10.3
19.7
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Greater China
Global
0
20
40
60
80
100
120
10.0
16.3 25.1
36.8
53.5
32.0
49.4
72.1
110.1
Source: Frost & Sullivan Report
The following table presents the ranking of the top ten L4 autonomous driving
solutions market for commercial vehicles in closed scenarios in terms of revenue in 2025 in
Greater China:
Ranking Company Company Background Revenue Market Share
(RMB in
billions) (%)
1 Company G An autonomous driving company headquartered in
Fujian Province, China, focusing on L4 unmanned
driving for mining scenarios. Established in 2018, the
company develops and operates autonomous haulage
solutions for open-pit mines and has achieved
commercial L4 deployments across multiple large coal
mining sites.
1.4 24.7%
2 Company O An autonomous driving company headquartered in
Hunan Province, China, listed on the Hong Kong
Stock Exchange, focusing on L4 autonomous driving
solutions for commercial vehicles including mining
trucks and logistics vehicles. Established in 2017, the
company develops autonomous driving systems, V2X
technologies and intelligent perception solutions for
closed environments such as mining and logistics
parks.
0.8 14.3%
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Ranking Company Company Background Revenue Market Share
(RMB in
billions) (%)
3 Company P An autonomous driving company headquartered in
Shanghai, China, focusing on L4 unmanned driving
for mining scenarios. Established in 2015, the
company develops and operates “unmanned driving +
unmanned battery swapping” solutions for open-pit
mines, covering coal, metal and aggregate mines, and
has achieved commercial L4 deployments across over
30 mining sites nationwide.
0.7 12.1%
4 Company H An unlisted autonomous-driving company
headquartered in Beijing, China, specializing in
unmanned mining haulage solutions for open-pit mine
trucks and full mine automation systems. Established
in 2016, the company develops and deploys large-scale
“vehicle-ground-cloud” coordinated solutions for
mining transport operations.
0.4 7.1%
5 Company J An unlisted autonomous-driving and smart-mining
company headquartered in Beijing, China, that was
incubated by a research institute, specializing in
unmanned and intelligent mining systems. Established
in 2019, the company provides mining OS,
autonomous mining vehicles, V2X road collaboration
systems, and remote driving platforms as its core
products, and has deployed its systems across multiple
mining sites.
0.2 4.1%
6 The Company N/A 0.2 3.1%
7 Company C An unlisted L4 autonomous driving solution provider
that focuses on empowering the global logistics
industry to achieve higher efficiency and more
sustainable value enhancement through intelligent and
green transformation. It was established in 2015. Its
business operations cover 28 countries and regions
worldwide.
0.2 2.9%
8 Company I An unlisted autonomous driving company
headquartered in Beijing, China, focusing on L4
autonomous freight and logistics applications.
Established in 2017, the company develops
autonomous trucks, terminal logistics systems and
fleet operation platforms serving ports, high-speed
trunk lines and urban distribution.
0.2 2.6%
9 Company Q An unlisted L4 autonomous driving company
headquartered in Deqing, Zhejiang, China, focusing
on empowering the global logistics industry with
“vehicle-road-cloud” integrated intelligent solutions.
Established in 2020, the company develops
autonomous driving systems covering ports, bulk
cargo, metallurgy, industrial parks, trunk lines, and
bulk commodities, serving over 100 customers.
0.2 2.6%
10 Company R An unlisted L4 autonomous driving company
headquartered in Hangzhou, China, founded by AI
scholar in 2017. It provides full-stack autonomous
solutions for ports, logistics, and public transit. Its
operations cover ports such as Ningbo Zhoushan,
Singapore Tuas, Napier, and Nantong.
0.1 2.1%
Source: Frost & Sullivan Report
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Market Size of L4 Autonomous Driving Solutions for Commercial Vehicles in Open Scenarios
The application of L4 autonomous driving solutions for commercial vehicles in open
scenarios mainly include logistics, bus, and other domains. Due to the complexity of open
environments and regulatory compliance, the development of L4 autonomous driving
solutions for commercial vehicles in open scenarios is still in the early commercialization
stage. According to Frost & Sullivan, the market size of Greater China’s and global L4
autonomous driving solutions for commercial vehicles in open scenarios reached RMB6.5
billion and RMB13.1 billion in 2025, respectively. With technological advancements and
policy support, robotrucks and robobuses based on high-precision maps have been deployed
on certain designated routes, demonstrating the market’s future growth potential. It is
projected that the market size of Greater China’s and global L4 autonomous driving solutions
for commercial vehicles in open scenarios would reach RMB274.3 billion and RMB614.2
billion in 2030, representing a CAGR of 103.2% and 103.9% from 2026 to 2030, respectively.
Market Size of L4 Autonomous Driving Solutions for Commercial Vehicles in the Airport
Scenario
Airport operations are governed by high safety standards and stringent entry
procedures, and the unique driving environment poses challenges for the driving and
operational management of service vehicles. Staff often have to work under various extreme
weather conditions and face high-intensity workloads, leading to labor shortages and higher
labor costs. In addition, the logistics operation that relies on human labor poses significant
safety risks under some extreme weather conditions. The scheduling and management of
personnel and vehicles are also complicated. The application of L4 commercial vehicle
autonomous driving solutions at airports can significantly alleviate these challenges by
enhancing work efficiency and reducing the risks and costs associated with manual
operations.
According to Frost & Sullivan, the Greater China market has witnessed robust
expansion in recent years, with the market size surging from RMB21.2 million in 2021 to
RMB98.9 million in 2025, marking a CAGR of 47.0%. In the future, the market size is
expected to reach RMB1,748.3 million in 2030, representing a CAGR of 78.6% from 2026 to
2030. Meanwhile, the market size of global L4 autonomous driving solutions for commercial
vehicles in the airport scenario has grown from RMB27.1 million in 2021 to RMB158.0
million in 2025, with a CAGR of 55.4% from 2021 to 2025. Due to the higher labor costs and
greater recruitment difficulties, the potential for future development for L4 commercial
vehicle autonomous driving solutions in the global market would be greater, with the market
size reaching RMB3,506.7 million in 2030, representing a CAGR of 91.7% from 2026 to 2030.
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The following chart demonstrates the market size of Greater China’s and global L4
autonomous driving commercial vehicles in the airport scenario in terms of revenue:
Market Size of Global and Greater China L4 Autonomous Driving Solutions for
Commercial Vehicles in Airport Scenario
Unit:
CAGR 2021-2025 2026E-2030E
Greater China 47.0% 78.6%
Global 55.4% 91.7%
21.2 34.2 68.1 93.8 98.9 172.0 303.5 536.2
963.1
1,748.3
27.1 48.9 84.1 109.3 158.0 259.8
483.8
918.6
1,768.1
3,506.7
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Greater China
Global
Million RMB
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
Source: Civil Aviation Administration of China (CAAC) and Frost & Sullivan Report
Competitive Landscape of L4 Autonomous Driving Solutions for Commercial Vehicles in the
Airport Scenario
According to Frost & Sullivan, the market size of L4 autonomous driving solutions for
commercial vehicles in the airport scenario in Greater China reached RMB98.9 million in
2025. In 2025, in the global L4 autonomous driving solutions for commercial vehicles market,
airport scenarios account for 0.7%; in the Greater China L4 autonomous driving solutions for
commercial vehicles market, airport scenarios account for 0.8%. We are the first company in
Greater China to realize large-scale commercial deployment of L4 autonomous driving
commercial vehicles in the airport scenario, and ranked the first among all solution providers
of L4 autonomous driving solutions for commercial vehicles in the airport scenario in Greater
China, with a market share of 90.5% in 2025.
The following table presents the ranking of Greater China’s top five L4 autonomous
driving solutions providers for commercial vehicles in the airport scenario in terms of revenue
in 2025:
Ranking Company Company Background
Revenue
Generated
from Airport
Scenarios
Market
Share
Commercialization
Stage
(RMB in
millions) (%)
1 The Company N/A 89.5 90.5% Large-scale
commercialized
2 Company C An unlisted L4 autonomous driving solution
provider that focuses on empowering the
global logistics industry to achieve higher
efficiency and more sustainable value
enhancement through intelligent and green
transformation. It was established in 2015. Its
business operations cover 28 countries and
regions worldwide.
4.0 4.0% Trial stage
3 Company A An unlisted L4 autonomous driving company
that focuses on the R&D in AI and
autonomous driving technology and provides
high-quality autonomous sweepers. It was
established in 2017. Its business operations
cover China, Europe, North America, and the
Middle East.
<2.0 <2.0% Trial stage
4 Company B An unlisted L4 autonomous driving company
focusing on industrial inter-field logistics.
Established in 2018, the company serves a
diverse range of global customers, including
automotive OEMs, suppliers, FMCG
companies, airports, among others.
<2.0 <2.0% Trial stage
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Ranking Company Company Background
Revenue
Generated
from Airport
Scenarios
Market
Share
Commercialization
Stage
(RMB in
millions) (%)
5 Company D A Nasdaq-listed leading autonomous driving
company, specializing in a range of products
including robotaxi, robobus, robovan,
robosweeper and advanced driving solution.
It was established in 2017. It focuses on
L2-L4 autonomous driving, with business
operations covering 10 countries worldwide.
<2.0 <2.0% Trial stage
Source: Official websites of the companies above and Frost & Sullivan Report
Market Size of L4 Autonomous Driving Solutions for Commercial Vehicles in the Factory
Scenario
The application of L4 autonomous driving solutions in the factory scenario mainly
includes driverless tractors, driverless delivery vehicles and driverless trucks, which are mainly
used in tasks such as material transportation and production line coordination within
factories. The L4 autonomous driving solutions for commercial vehicles in the factory
scenario reduce the time required for manual handling and, through an intelligent scheduling
platform, achieve unified dispatch and collaborative operation of various equipment.
According to Frost & Sullivan, as the concept of smart factories and smart
manufacturing continues to spread, the market of Greater China’s L4 autonomous driving
solutions for commercial vehicles in the factory scenario has also developed rapidly, with the
market size growing from RMB61.3 million in 2021 to RMB143.5 million in 2025. In the
forecast period, the market is expected to reach RMB1,715.3 million in 2030 at a CAGR of
67.4% from 2026 to 2030. In the meantime, the market size of global L4 autonomous driving
solutions for commercial vehicles in factory scenario attained RMB255.5 million in 2025 and
is expected to achieve RMB4,210.5 million in 2030, with a CAGR of 73.4% from 2026 to 2030.
The following chart demonstrates the market size of Greater China’s and global L4
autonomous driving commercial vehicles in the factory scenario in terms of revenue:
Market Size of Global and Greater China L4 Autonomous Driving Solutions for
Commercial Vehicles in Factory Scenario
Unit: Million RMB CAGR 2021-2025 2026E-2030E
Greater China 23.7% 67.4%
Global 25.7% 73.4%
61.3 77.3 88.6 98.0 143.5102.3 124.4 139.4 155.6 255.5
466.2
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Greater China
Global
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
218.2 345.6 553.1
947.7
1,715.3
842.4
1,400.8
2,406.8
4,210.5
Source: National Bureau of Statistics of China and Frost & Sullivan Report
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Competitive Landscape of L4 Autonomous Driving Solutions for Commercial Vehicles in the
Factory Scenario
According to Frost & Sullivan, the market size of Greater China’s L4 autonomous
driving solutions for commercial vehicles in the factory scenario reached RMB143.5 million
in 2025. In 2025, in the global L4 autonomous driving solutions for commercial vehicles
market, factory scenarios account for 1.1%; in the Greater China L4 autonomous driving
solutions for commercial vehicles market, factory scenarios account for 1.2%. In terms of
revenue in 2025, we ranked the first in Greater China’s L4 autonomous driving solutions for
commercial vehicles in the factory scenario, with a market share of 31.7%.
The following table presents the ranking of Greater China’s top five L4 autonomous
driving solutions providers for commercial vehicles in the factory scenario in terms of revenue
in 2025:
Ranking Company Company Background
Revenue
Generated
from Factory
Scenarios
Market
Share
(RMB in
millions) (%)
1 The Company N/A 45.5 31.7%
2 Company E An unlisted leading mobile measurement system
company, of which the main business encompasses
robotics, L4 autonomous driving, mobile
measurement and digital twin. It was established in
1999.
16.2 11.3%
3 Company C An unlisted L4 autonomous driving solution provider
that focuses on empowering the global logistics
industry to achieve higher efficiency and more
sustainable value enhancement through intelligent
and green transformation. It was established in
2015. Its business operations cover 28 countries
and regions worldwide.
8.3 5.8%
4 Company B An unlisted L4 autonomous driving company
focusing on industrial interfield logistics.
Established in 2018, the company serves a diverse
range of global customers, including automotive
OEMs, suppliers, FMCG companies, airports,
among others.
6.2 4.3%
5 Company F An unlisted leading provider of L4 autonomous
driving technology and smart logistics products,
which offers comprehensive autonomous driving
solutions and possesses independent R&D and
design capabilities for chassis, structures, hardware,
and software. It was established in 2017.
2.6 1.8%
Source: Official websites of the companies above and Frost & Sullivan Report
Entry Barriers of L4 Autonomous Driving Solutions Market for Commercial Vehicles
Extensive Data Accumulation Capability
The development of L4 autonomous driving solutions relies on large volumes of
high-quality real-world operational data. Leading companies accumulate such data through
long-term testing and commercial deployments, enabling continuous algorithm optimization
and improving system reliability across diverse commercial vehicle scenarios.
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R&D of Technology and Patents
The market presents high technological barriers in areas such as autonomous driving
algorithms, perception systems and onboard computing platforms. Commercial vehicle
applications require solutions capable of handling larger vehicle sizes, heavier loads and
complex operating environments. Core technologies are often protected by patents, increasing
development costs and raising entry barriers for new participants.
Requirement for Specialized Talents
Developing L4 autonomous driving solutions requires highly specialized talents with
expertise in both autonomous driving technologies and commercial vehicle operations. The
limited supply of such professionals, combined with competition from established companies
offering strong research resources and compensation packages, increases the difficulty for new
entrants to build qualified teams.
Switching Costs
Switching autonomous driving solution providers involves significant costs for both
technology developers and commercial operators. These include investments in new
equipment, system integration, software replacement, data migration and personnel training.
Such switching costs create strong customer stickiness and further raise barriers to market
entry.
Growth Drivers and Trends of L4 Autonomous Driving Solutions Market for Commercial
Vehicles
Demand Driven by Downstream Automation and Digitization
With the acceleration of manufacturing automation and industrial digitization,
demand for autonomous logistics solutions is increasing in scenarios such as industrial parks,
ports and airports. L4 autonomous driving enables automated transportation and data-driven
logistics management in these environments, improving operational efficiency and reducing
labor dependence. The continued expansion of automated manufacturing and intelligent
logistics systems is expected to further drive the adoption of L4 autonomous driving solutions
for commercial vehicles.
Cost Reduction Driven by Technology Advancement
Technological progress and economies of scale have significantly reduced the cost of
key autonomous driving components, including chips, LiDAR, cameras and computing
platforms. At the same time, rising labor costs and labor shortages in certain operational
scenarios have increased the economic attractiveness of autonomous solutions. As operating
costs decline, L4 autonomous driving solutions are becoming increasingly cost-competitive
compared with human-driven operations, supporting their commercialization.
Expansion from Closed Scenarios to Broader Applications
As technology maturity, market acceptance and regulatory frameworks continue to
improve, the commercialization of L4 autonomous driving solutions is expected to expand
from closed scenarios such as airports, factories and ports to more diverse applications
including municipal services, trunk logistics and last-mile delivery. This expansion into
increasingly complex and fragmented environments is expected to create broader market
opportunities.
V ehicle-Road-Cloud Integration Enhancing System Intelligence
Future autonomous driving solutions are expected to achieve deeper integration
between vehicles, road infrastructure and cloud platforms. Vehicles collect and process
real-time environmental data, road infrastructure provides intelligent connectivity, and cloud
platforms support large-scale data analysis and route optimization. This vehicle-road-cloud
integration enhances system intelligence and improves operational efficiency and safety in
complex traffic environments.
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Historical and Forecasted Price Trends of the Group’s Major Raw Materials And Key
Components
Automotive semiconductor, which covers a wide range of categories, such as computing
chips, memory chips and sensor chips — each fulfilling different roles and priced accordingly,
is the key component of the solutions provided by the Group. The average global automotive
semiconductor cost per vehicle has been rising steadily in recent years, largely due to two key
drivers: the rising penetration of new energy vehicles (NEVs), which generally require more
chips than traditional internal combustion engine (ICE) vehicles; and the accelerating
integration of autonomous driving technologies, which involve higher-cost chips.
However, the average price of automotive semiconductors has become increasingly
stable. Affected by the COVID-19 pandemic, the automotive semiconductor market
experienced severe supply shortages, driving the global average price of automotive
semiconductors up by 10.4% in 2022. Since the second half of 2023, as chip production
capacity gradually recovered, the upward price trend began to ease. By 2025, the global
average price increase had moderated to 2.2%. Looking ahead, as manufacturing processes
mature, supply chain efficiency improves, and overall supply-demand dynamics become more
balanced, automotive semiconductor prices are expected to gradually decline.
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PRC LAWS AND REGULATIONS
Regulations on Company Establishment and Foreign Investment
The PRC Company Law (), which was promulgated by the
Standing Committee of the National People’s Congress (the “ SCNPC ”) in December 2023
applies to the establishment, operation and management of both PRC domestic companies
and foreign- invested enterprises. According to the PRC Company Law, where there are
otherwise provisions in the laws relating to foreign investment, such provisions shall prevail.
Investment activities in the PRC by foreign investors were principally governed by the
Special Administrative Measures (Negative List) for Access of Foreign Investment (2024
version) (૶ఊ2024) (the “ Negative List ”), and
the Catalogue of Industries for Encouraging Foreign Investment ( ོᎸ̮ਠҳ༟ପุͦ፽
2025) (the “ Encouraging List ”), sets out special administrative measures (restricted or
prohibited) in respect of the access of foreign investments in a centralized manner, and the
Encouraging List sets out the encouraged industries for foreign investment. The Negative
Lists cover 12 industries, and any field not falling in the Negative Lists shall be administered
under the principle of equal treatment for domestic and foreign investment. During the Track
Record Period, we controlled Yuxing Zhejiang through contractual arrangements and Yuxing
Zhejiang is primarily engaged in the surveying and mapping activities which falls within the
Negative List. However, we have disposed Yuxing Zhejiang on December 31, 2024 and ceased
to hold any equity interest. Yuxing Zhejiang is now owned by an Independent Third Party.
Our business as currently conducted does not fall within the confines of the Negative Lists
and is not subject to special administrative measures.
The Foreign Investment Law of the PRC () (the “ FIL”)
promulgated by the National People’s Congress (ɽึ ), and the Implementation
Regulations for the Foreign Investment Law of the PRC (ૢ
Է) (the “ Implementation Regulations for FIL ”) promulgated by the State Council ( ਷ਕ৫)
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.
The Measures on Reporting of Foreign Investment Information (జѓ፬
) was released by the MOFCOM and the State Administration for Market Regulation (the
“SAMR ”) on December 30, 2019. Foreign investors directly or indirectly conducting
investment activities within the territory of China shall submit the investment information
through submission of initial reports, change reports, deregistration reports, annual reports
etc. to the competent commerce authorities.
Regulations and Industry standards on Autonomous Driving and Intelligent Connected Vehicles
Industry
In 2006, in order to promote the rapid development of China’s automotive product
safety technology level, reduce the casualty rate in road traffic accidents, and achieve the goal
of building a harmonious automotive society, China Automotive Technology Research Center
officially established the C-NCAP ( ʕ਷อԓ൙ᄆ஝೻ ). With the smooth implementation of
C-NCAP and the in-depth study of C-NCAP, China Automotive Technology Research Center
has also improved and upgraded the C-NCAP Management Code many times, which has been
amended in 2006, 2009, 2012, 2015, 2018, 2021 and 2024. According to the C-NCAP, OEMs
are responsible to carry out the testing.
On March 12, 2021, the National People’s Congress of the PRC approved the Outline of
the 14th Five–Y ear Plan (2021–2025) for National Economic and Social Development and
Long–Range Objectives for 2035 (ʞϋ஝ྌձ
2035), which clarifies that the PRC should foster advanced manufacturing
clusters and promote the innovation and development of industries.
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On December 20, 2020, the Ministry of Transport of the PRC (the “ MOT ”)
promulgated the Guiding Opinions on Promoting the Development and Application of Road
Transport Autonomous Driving Technologies (ආ༸༩ʹஷІਗቷትҦஔ
ኬจԈ), which clarified the development goal. Specifically, by 2025, the
research on the basic theory of autonomous driving has made positive progress, and key
technologies such as road infrastructure intelligence, vehicle-road collaboration and product
research and development and test verification have made important breakthroughs; a
number of basic and key standards for autonomous driving have been issued; a number of
national autonomous driving test bases and pilot application demonstration projects have
been built to realize large-scale application in some scenarios and promote the
industrialization of autonomous driving technology.
The MIIT, the Ministry of Public Security and the Ministry of Transport jointly issued
and implemented the Rules for the Administration of the Road Testing and Demonstrative
Application of Intelligent Connected Vehicles (for Trial Implementation) ( ౽ঐၣᑌӛԓ༸
༩಻༊ၾͪᇍᏐ͜၍ଣ஝ᇍ༊Б) on July 27, 2021, any entity intending to conduct a road
testing of autonomous driving vehicles must obtain a road-testing certificate and a temporary
license plate for each tested vehicle. To qualify for above testing certificate and temporary
license plate, an applicant entity must satisfy, among others, the following requirements: (1) it
must be an independent legal person registered in PRC with the capacity to conduct intelligent
connected vehicles-related businesses such as manufacturing, technological research and
testing of vehicles and vehicle parts, which has established protocol to test and assess the
performance of autonomous driving system and is capable of conducting real-time remote
monitor of the road tested vehicles, and with the ability of event recording, analysis and
reproduction of the vehicles under road testing and ensuring the network security of the
vehicles under road testing and the remote monitor platforms; (2) the vehicle under road
testing must be equipped with a driving system that can switch between autonomous pilot
mode and human operating mode in a safe, quick and simple manner and allows human driver
to take control of the vehicle any time immediately when necessary; (3) the tested vehicle must
be equipped with the functions of recording, storing and real-time monitoring the condition
of the vehicle and is able to transmit real-time data of the vehicle, such as the driving mode,
location and speed; (4) the applicant entity must sign an employment contract or a labor
service contract with the driver of the tested vehicle, who must be a licensed driver with more
than three years’ driving experience and a track record of safe driving and is familiar with the
testing protocol for autonomous driving system and proficient in operating the system; (5) the
applicant entity must insure each tested vehicle for at least RMB5 million against car
accidents or provide a letter of guarantee covering the same. In addition, during testing, the
testing entity should post a noticeable identification logo for autonomous driving test on each
tested car and should not use autonomous driving mode unless in the permitted testing areas
specified in the road-testing certificate. If the testing entity intends to conduct road testing in
the region beyond the administrative territory of the certificate issuing authority, it must
apply for a separate road-testing certificate and a separate temporary license plate from the
relevant authority supervising the road-testing of autonomous cars in that region.
On March 24, 2021, the Ministry of Public Security promulgated the Road Traffic
Safety Law (Revised Proposal Draft) (ᙄᇃ), which stipulates that
vehicles with autonomous driving functions should pass road testing on closed roads and
venues, obtain temporary driving license plates, and conduct road testing at designated times,
areas, and routes according to regulations. Those who have passed the test and are allowed to
be produced, imported, or sold in accordance with relevant laws and regulations, and those
who need to pass on the road shall apply for a motor vehicle license plate. Moreover, vehicles
with autonomous driving function and manual direct operation mode should record real-time
driving data when conducting road tests or passing on the road; the driver should be in the
driver’s seat of the vehicle, monitor the operation status and surrounding environment of the
vehicle, and be ready to take over the vehicle at any time. In case of road traffic safety
violations or traffic accidents, the responsibility of the driver and the development unit of the
autonomous driving system shall be determined according to law, and the liability for
damages shall be determined in accordance with relevant laws and regulations. If a crime is
constituted, criminal responsibility shall be pursued in accordance with the law. And vehicles
with autonomous driving function but without manual direct operation mode shall be
separately stipulated by relevant departments of the State Council for road traffic.
Furthermore, the autonomous driving function should be tested and qualified by a
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third-party testing agency engaged in automotive related business with corresponding
qualifications. As of the Latest Practicable Date, the aforementioned provisions of the Road
Traffic Safety Law (Revised Proposal Draft) have not been formally adopted.
On July 30, 2021, the MIIT promulgated the Opinions on Strengthening the
Administration of the Access of Intelligent Connected Vehicle Manufacturers and Products (
จԈ ), which provides
that enterprises should strengthen data security management ability and network security
guarantee ability, as well as strengthen enterprise management ability and ensure product
production consistency. Moreover, enterprises should strengthen product management: (a)
Enterprises should strictly perform the obligation of informing; (b) Enterprises should
strengthen the safety management of combined driving assistance products; (c) Enterprises
should strengthen the safety management of autonomous driving function products; (d)
Enterprises ensure reliable space-time information services.
The Taxonomy of Driving Automation for Vehicles ( ӛԓቷትІਗʷʱॴ )w a s
promulgated by the SAMR and National Standardization Administration on August 20, 2021,
which refers to the corresponding standard of Society of Automotive Engineers, and
stipulates that the standards for autonomous driving can be divided into: Level 0 (emergency
assistance), Level 1 (partial driver assistance), Level 2 (combined driver assistance), Level 3
(conditionally automated driving), Level 4 (highly automated driving) and Level 5 (fully
automated driving).
Moreover, Level 0 requires the driving automation system to have the capability to
continuously perform detection and response of a part of the object and event, and when the
driver requests the exit of the driving automation system, the control right of the system
should be immediately released. Level 1 requires the driving automation system to
continuously perform vehicle lateral or longitudinal motion control in a dynamic driving task
on the basis of Level 0, and requires the driving automation system to have a partial capability
of object and event detection and response in accordance with the vehicle lateral or
longitudinal motion control. Level 2 further requires the driving automation system to satisfy
the corresponding capabilities of both lateral and longitudinal motion control of vehicles.
Level 3 mainly requires that the driving automation system be able to perform the full range of
dynamic driving tasks under its designed operating conditions after activation. Level 4 mainly
requires that the driving automation system should be able to automatically implement the
minimum risk strategy when the relevant event happens and the user does not respond to the
intervention request. Furthermore, Level 5 requires that the driving automation system has no
limitation on the designed operating range and is able to achieve fully automated driving.
In order to implement the National Standardization Development Outline (ᅺ๟
), promote the high-quality development of the intelligent connected vehicle
industry, and accelerate the construction of an automobile power, MIIT and National
Standardization Administration have revised and improved the Guidelines for the
Construction of the National Connected Vehicle Industry Standard System (Intelligent
Connected Vehicles) based on the development of the intelligent connected vehicle technology
industry, further formed the Guidelines for the Construction of the National Internet of
Vehicles Industry Standard System (Intelligent Connected Vehicles) (2023 Edition) (ԓ
౽ঐၣᑌӛԓ2023), which provided that the
government will establish a standard system for intelligent connected vehicles that adapts to
China’s national conditions and is in line with international standards in stages based on the
current status of intelligent connected vehicle technology, industry needs, and future
development trends.
On February 10, 2020, the Strategies for the Innovative Development of Intelligent
Vehicles (኷ଫ) was promulgated by the National Development and
Reform Commission, the Office of the Central Leading Group for Cyberspace Affairs, the
Ministry of Science and Technology and other eight departments. By 2025, the technological
innovation, industrial ecology, infrastructure, regulations and standards, product supervision
and cybersecurity systems for intelligent vehicles with Chinese standards shall be basically
formed. Large-scale production shall be reached for intelligent vehicles with conditions for
autonomous driving, and market-oriented application of intelligent vehicles featured by
highly autonomous driving shall be realized under specific environment. Active progress has
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been made in the construction of facilities concerning intelligent transportation systems and
intelligent cities. Regional coverage shall be realized for automotive wireless communications
networks (LTE-V2X, etc.). A new generation of automotive wireless communications
networks (5G-V2X) shall be gradually applied in some cities and on highways. Full coverage
of the high-precision spatio-temporal reference service network shall be realized. From 2035
to 2050, China’s standard intelligent vehicle system will be fully established and more
complete. The vision of a safe, efficient, green and civilized power of intelligent vehicles will
be gradually realized, and intelligent vehicles will fully meet the people’s growing needs for a
better life.
On November 17, 2023, the Notice of the MIIT, the Ministry of Public Security, the
Ministry of Housing and Urban–rural Development and MOT of the PRC on Launching the
Pilot Program of Market Access and Road Passage for Intelligent Connected Vehicles ( ʈุ
ɝձɪ༩ஷБ
) came into effect. Pursuant to the foregoing notice, through the pilot
program, efforts shall be made to guide intelligent connected vehicles manufacturers and users
to strengthen their capacity building, and, on the premise of ensuring safety, promote the
improvement of the functions and performance of intelligent connected vehicles products and
the iterative optimization of the industrial ecology so as to promote the high–quality
development of the industry of intelligent connected vehicles.
Regulations on Data Security, Cyber Security and Data Privacy Protection
Pursuant to the PRC Civil Code (Պ) promulgated by the NPC
on May 28, 2020 and effective from January 1, 2021, the personal information of a natural
person shall be protected by the law. An information processor shall not disclose or tamper
with any personal information collected or stored thereby; and without the consent of the
natural person, no personal information shall be illegally provided to any other person.
On May 8, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate
jointly released the Interpretations of the Supreme People’s Court and the Supreme People’s
Procuratorate on Several Issues Concerning the Application of Law in the Handling of
Criminal Cases Involving Infringement of Citizens’ Personal Information (৫e௰৷ɛ
༆ᙑ) (the “ Interpretations ”),
which came into effect on June 1, 2017, clarifies several concepts regarding the crime of
“infringement of citizens’ personal information” stipulated by Article 253A of the Criminal
Law of the PRC (), including the “provision of citizens’ personal
information” and “illegally obtaining any citizen’s personal information by other methods”.
In addition, the Interpretations specify the standards for determining “serious circumstances”
and “particularly serious circumstances” of this crime.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the
PRC (, the “ Cybersecurity Law ”), which became effective on
June 1, 2017. The Law was subsequently amended pursuant to the Decision on Amending the
Cybersecurity Law of the People’s Republic of China adopted at the 18th Meeting of the
Standing Committee of the 14th National People’s Congress on October 28, 2025, and the
amended version has taken effect as of January 1, 2026. The Cybersecurity Law applies to the
construction, operation, maintenance and use of networks as well as the supervision and
administration of cybersecurity in the PRC. The Cybersecurity Law defines “network” as a
system comprising computers or other information terminals and relevant facilities used for
the purpose of collecting, storing, transmitting, exchanging and processing information in
accordance with specific rules and procedures. “Network operators”, who are broadly defined
as owners and administrators of networks and network service providers, are subject to
various security protection-related obligations, including but not limited: (i) complying with
security protection obligations under graded system for cybersecurity protection
requirements, which include formulating internal security management rules and operating
instructions, appointing cybersecurity responsible personnel and their duties, adopting
technical measures to prevent computer viruses, cyber-attack, cyber-intrusion and other
activities endangering cybersecurity, adopting technical measures to monitor and record
network operation status and cybersecurity events; (ii) formulating a emergency plan and
promptly responding and handling security risks, initiating the emergency plans, taking
appropriate remedial measures and reporting to regulatory authorities in the event
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comprising cybersecurity threats; and (iii) following the principles of legality, legitimacy and
necessity, disclosing the rules of collection and use, making clear the purpose, mean and scope
of collection and use of information, and obtaining the consent of the person whose
information is collected.
The Data Security Law of the PRC ( ), which was
promulgated by the SCNPC on June 10, 2021 and took effect on September 1, 2021, provides
that entities and individuals carrying out data activities shall establish a data classification
and grading protection system and important data catalogs to enhance the protection of
important data. Processors of important data shall specify the person responsible for data
security and management agencies to implement data security protection responsibilities.
Relevant authorities will establish the measures for the cross-border transfer of important
data. If any company violates the Data Security Law of the PRC to provide important data
outside China, such company may be punished by administration sanctions, including
penalties, fines, and/or suspension of relevant business or revocation of the business license.
In addition, the Data Security Law of the PRC provides a national security review procedure
for those data activities which affect or may affect national security and imposes export
restrictions on certain data and information.
On September 15, 2021, the MIIT issued the Notice of the MIIT on Strengthening the
Cybersecurity and Data Security of the Internet of Vehicles (̋੶ԓᑌ
 ), according to which, all intelligent networked
automobile manufacturer and Internet of vehicles service platform operators shall establish a
network security and data security management system, strengthen the security protection,
monitor and prevent network security risks and threats, strengthen the security protection
capacity of network facilities and network systems of the Internet of vehicles, ensure the
communication security of the Internet of vehicles, carry out the security monitoring and
early warning of the Internet of vehicles, and do a good job in the security emergency disposal
of the Internet of vehicles, do a good job in the classification and filing of Internet of vehicles
network security protection, and more.
On 28 December 2021, the Cyberspace Administration of China (the “ CAC ”)
promulgated the Measures for Cybersecurity Review ( ) (the
“Cybersecurity Review Measures ”), which came into effect on 15 February 2022. According to
the Cybersecurity Review Measures, there are two mechanisms to trigger cybersecurity
review: (a) review of voluntary declaration by enterprises: applicable to (i) critical
information infrastructure operators that intend to purchase network products and services;
(ii) a network platform operator that processes the personal information of more than one
million people intends to be listed overseas ( ਷̮ɪ̹ ); and (b) initiation of review by
regulatory authorities: for any member of the cybersecurity review working mechanism
believes that any network product or service or data processing activity affects or is likely to
affect national security. In this case, the Office of Cybersecurity Review shall report this
circumstance to the Central Cyberspace Affairs Commission for approval, and conduct a
review after approval.
On September 24, 2024, the State Council promulgated the Network Data Security
Management Regulation ( ၣഖᅰኽτΌ၍ଣૢԷ), which will come into effect on January
1, 2025. This regulation provides more detailed guidelines on the current rules on various
aspects of data processing, including the processors’ announcement of data processing rules,
obtaining consents and separate consents, security of important data and cross-border
transfer of data, and further obligations of platform operators.
Furthermore, on July 7, 2022, the CAC promulgated the Measures on Security
Assessment of Cross-border Data Transfer () which became effective
on September 1, 2022. Such measures requires that any data processor which processes or
exports personal information exceeding certain volume threshold under such measures shall
apply for security assessment by the CAC before transferring any personal information
abroad, including the following circumstances: (i) important data will be provided overseas by
any data processor; (ii) personal information will be provided overseas by any operator of
critical information infrastructure or any data processor who processes the personal
information of more than 1,000,000 individuals; (iii) personal information will be provided
overseas by any data processor who has provided the personal information of more than
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100,000 individuals in aggregate or has provided the sensitive personal information of more
than 10,000 individuals in aggregate since January 1 of last year; and (iv) other circumstances
where the security assessment is required as prescribed by the CAC. The security assessment
requirement also applies to any transfer of important data outside of China.
On March 22, 2024, the CAC issued Provisions on Facilitating and Regulating
Cross-border Data Flows ( ). In accordance with these
provisions, data handlers who provide data abroad, and meet any of the following conditions,
are required to declare the security assessment of cross-border data transfer to the national
cyberspace administration authority through the provincial-level cyberspace administration
authority where the data handlers are located: (i) critical information infrastructure operators
providing personal information or important data abroad; (ii) data handlers other than
critical information infrastructure operator providing important data abroad or cumulatively
providing abroad personal information (without any sensitive personal information) of more
than one million individuals, or sensitive personal information of more than 10,000
individuals since January 1 of the current year.
Regulations on Import and Export of Goods
The General Administration of Customs of the PRC promulgated the Administrative
Provisions of the Customs of the People’s Republic of China on the Registration of Customs
Declaration Entities (Revised in 2018) (֛
2018) on May 29, 2018, which has been replaced by the Administrative Provisions
of the Customs of the PRC on the Filing of Customs Declaration Entities ( ʕശɛ͏΍ձ਷
) promulgated by the General Administration of Customs of
China on November 19, 2021. As of now, local customs no longer issue the “Custom
Registration Certificate for Declaration Units of the PRC”, subsequent enterprises shall
comply with the Administrative Provisions of the Customs of the PRC on the Filing of
Customs Declaration Entities.
Regulations on Intellectual Property Rights
Patents
In accordance with the Patent Law of the PRC () and its
implementation rules, patent is classified as invention patent, design patent and utility model
patent. The duration of invention patent right, design patent right and utility model patent
right shall be 20 years, 15 years and ten years, respectively, all of which calculated from the
date of application. To be patentable, invention or utility models must meet three criteria:
novelty, inventiveness and practicability. The National Intellectual Property Administration is
responsible for examining and approving patent applications. Implementation of a patent
without the authorization of the patent holder shall constitute an infringement of patent
rights, and shall be held liable for compensation to the patent holder and may be imposed a
fine, or even subject to criminal liabilities.
Trademarks
According to the Trademark Law of the PRC ( ) and its
implementation rules, registered trademarks are granted a term of ten years which may be
renewed for consecutive ten-year periods upon request by the trademark owner. Trademark
license agreements must be filed with the trademark bureau for record. Conducts that
constitute an infringement of the exclusive right to use a registered trademark include but not
limited to using a trademark that is identical with or similar to a registered trademark on the
same or similar goods without the permission of the trademark registrant, and the infringing
party will be ordered to stop the infringement act immediately and may be imposed a fine. The
infringing party may also be held liable for the right holder’s damages, which will be equal to
gains obtained by the infringing party or the losses suffered by the right holder as a result of
the infringement, including reasonable expenses incurred by the right holder for stopping the
infringement.
Domain Names
According to the Administration Measures for Internet Domain Names ( ʝᑌၣਹΤ
) promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017,
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the MIIT is in charge of the administration of Internet domain names in China. The
registration of domain names follows a “first come, first file” principle. The applicants
become domain name holders upon successful registration.
Copyright and Software Registration
According to the Copyright Law of the PRC ( ) and
implementation rules, Chinese citizens, legal persons, or other organizations shall, whether
published or not, own copyright in their works, which include, among others, art, engineering
technology and computer software. Copyright owners of protected works enjoy personal
rights and property rights with respect to publication, authorship, alteration, integrity,
reproduction, distribution, lease, exhibition, performance, projection, broadcasting,
dissemination via information network, production, adaptation, translation, compilation and
other rights.
Pursuant to the Regulation on Computer Software Protection (ᚐૢԷ)
and the Measures for the Registration of Computer Software Copyright (ၑዚழ΁ഹЪᛆ
), the National Copyright Administration is mainly responsible for the registration
and management of software copyright in China and recognizes the China Copyright
Protection Center as the software registration organization. The China Copyright Protection
Center shall grant certificates of registration to computer software copyright applicants in
compliance with the aforementioned regulations.
Trade Secrets
According to the PRC Anti-Unfair Competition Law (ن
), the term “trade secrets” refers to technical and business information that is unknown to
the public, has utility, may create business interests or profits for its legal owners or holders,
and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair
Competition Law, business persons are prohibited from infringing others’ trade secrets . If a
third party knows or should have known of the illegal conduct but nevertheless obtains, uses
or discloses trade secrets of others, the third party may be deemed to have committed a
misappropriation of the others’ trade secrets. The parties whose trade secrets are being
misappropriated may petition for administrative corrections, and regulatory authorities may
stop any illegal activities and fine infringing parties.
Regulations on Product Liability
Pursuant to the Product Quality Law of the People’s Republic of China ( ʕശɛ͏΍ձ
) promulgated by the SCNPC on February 22, 1993, last amended on
December 29, 2018, the market regulatory and administrative authority of the State Council
was the competent authority to oversee product quality supervision at national level. In the
event of causing personal injury or property damage to others by a defective product, the
victim may make a claim to the producer or seller of the product for compensation. The
producers and sellers of substandard products may be ordered to stop production and sales,
their products may be confiscated, and subject to a fine; any unlawful income generated would
be confiscated; in the event of serious cases, the business license may be revoked; if a crime is
convicted, criminal liability according to law may be imposed.
Regulation on Production Safety
Pursuant to the Production Safety Law of the PRC ()
which was promulgated on June 29, 2002 and amended on August 27, 2009, August 31, 2014
and June 10, 2021, production and operation entities shall abide by the Production Safety Law
of the PRC and other laws and regulations concerning work safety, and redouble their efforts
to ensure work safety by setting up and perfecting the responsibility system for work safety of
all employees and rules and regulations on work safety, increasing the input and guarantee of
funds, materials, technologies, and personnel in terms of work safety, improving the
conditions for work safety, strengthening the development of standards and adoption of
information technologies for work safety, building a dual prevention mechanism of
level-to-level safety risk management and control and hidden danger identification and
management, and perfecting the risk prevention and resolution mechanism, to raise the work
safety level and ensure work safety.
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Regulations on Property Leasing
According to the Administrative Measures for Commodity House Leasing (܊גۜ
) which was promulgated by the Ministry of Housing and Urban-Rural
Development on December 1, 2010 and came into effect on February 1, 2011, the parties to a
commodity house lease shall complete the lease registration with the competent construction
(real-estate) departments of the municipalities directly under the Central Government, cities
and counties where the leased property is located within 30 days after the lease is executed.
The competent construction (real estate) departments of the municipalities directly under the
Central Government, cities and counties shall order the lease record filing to make corrections
within a prescribed time limit, and shall impose a fine below RMB1,000 on individuals who
fail to rectify within the specified time limit, and a fine between RMB1,000 and RMB10,000
on institutions which fail to rectify within the specified time limit.
Regulations on Foreign Exchange
The principal regulations governing foreign currency exchange in China are the Foreign
Exchange Administration Regulations of the PRC (ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ ), most
recently amended in August 5, 2008. Under the PRC foreign exchange regulations, payments
of current account items, such as profit distributions, interest payments and trade and
service-related foreign exchange transactions, can be made in foreign currencies without prior
approval from the SAFE, by complying with certain procedural requirements. By contrast,
approval from or registration with appropriate government authorities is required where
Renminbi is to be converted into foreign currency and remitted out of China to pay capital
account items, such as direct investments, repayment of foreign currency-denominated loans,
repatriation of investments and investments in securities outside of China.
The SAFE issued the Circular on Reforming of the Management Method of the
Settlement of Foreign Currency Capital of Foreign-Invested Enterprises (׵
 ) (the “ SAFE Circular 19 ”) on March 30,
2015, and it became effective on June 1, 2015, which was partially repealed on December 30,
2019, and latest amended on March 23, 2023. The SAFE Circular 19 expands a pilot reform of
the administration of the settlement of the foreign exchange capitals of foreign-invested
enterprises nationwide. In June 2016, SAFE further promulgated the Circular on the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange
Settlement Management Policy of Capital Account (ձ஝ᇍ༟͉ධͦ
) (the “ SAFE Circular 16 ”), which, among other things, amends certain
provisions of SAFE Circular 19. Pursuant to SAFE Circular 19 and SAFE Circular 16, the
flow and use of the Renminbi capital converted from foreign currency denominated registered
capital of a foreign-invested company is regulated such that Renminbi capital may not be used
for business beyond its business scope or to provide loans to persons other than affiliates
unless otherwise permitted under its business scope.
In October 2019, SAFE issued the Circular on Further Facilitating Cross-border Trade
and Investment ( ) (the “ SAFE
Circular 28 ”), which cancels the restrictions on domestic equity investments by capital fund of
non-investment foreign invested enterprises and allows non-investment foreign invested
enterprises to use their capital funds to lawfully make equity investments in China, provided
that such investments do not violate the Negative List and the target investment projects are
genuine and in compliance with laws. According to the Circular on Optimizing Administration
of Foreign Exchange to Support the Development of Foreign-related Business (̮ි၍ଣ҅
 ) (the “ SAFE Circular 8 ”), issued by SAFE in
April 2020, under the prerequisite of ensuring true and compliant use of funds and
compliance with the prevailing administrative provisions on use of income under the capital
account, eligible enterprises are allowed to make domestic payments by using their capital
funds, foreign credits and the income under capital accounts of overseas listing, without prior
provision of the evidentiary materials concerning authenticity to the bank for each
transaction. The handling banks shall conduct spot checks afterwards in accordance with the
relevant requirements.
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Laws And Regulations On Outbound Direct Investment
On December 26, 2017, the NDRC promulgated the Administrative Measures for the
Outbound Investment of Enterprises () (the “ NDRC Order No. 11 ”).
According to NDRC Order No. 11, non–sensitive overseas investment projects are required to
make record filings with the local branch of the NDRC. On September 6, 2014, MOFCOM
promulgated the Administrative Measures on Overseas Investments (ج
2014 ). According to such regulations, overseas investments of Chinese Mainland
enterprises that involve non-sensitive countries and regions and non–sensitive industries must
make record filings with a local branch of MOFCOM. The Notice of the SAFE on Further
Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (
 ) was issued by SAFE
on November 19, 2012 and amended on May 4, 2015, October 10, 2018 and December 30,
2019 respectively, under which Chinese Mainland enterprises must register for overseas direct
investment with local banks. The shareholders or beneficial owners who are Chinese
Mainland entities are required to be in compliance with the related overseas investment
regulations. If they fail to complete the filings or registrations required by overseas direct
investment regulations, the relevant authority may order them to suspend or cease the
implementation of such investment and make corrections within a specified time.
Labor and Social Security
According to the PRC Labor Law (), which was promulgated
by the SCNPC on July 5, 1994, and amended on August 27, 2009 and December 29, 2018
respectively, the PRC Labor Contract Law ( ), which was
promulgated by the SCNPC on June 29, 2007, and amended on December 28, 2012, and the
Implementing Regulations of the Employment Contracts Law of the PRC ( ʕശɛ͏΍ձ਷
ૢԷ), which was promulgated by the State Council on September 18, 2008,
labor contracts in written form shall be executed to establish labor relationships between
employers and employees. The employers must establish a system for labor safety and
sanitation, strictly abide by State rules and standards, provide education regarding labor
safety and sanitation to its employees, provide employees with labor safety and sanitation
conditions and necessary protection materials in compliance with State rules, and carry out
regular health examinations for employees engaged in work involving occupational hazards.
According to the Social Insurance Law of PRC (), which
was promulgated by the SCNPC on October 28, 2010, and amended on December 29, 2018,
the Interim Regulations on the Collection and Payment of Social Security Funds (ᎈ
ᖮᅲБૢԷ), which was promulgated by the State Council on January 22, 1999 and
amended on March 24, 2019, and the Regulations on the Administration of Housing
Provident Funds (၍ଣૢԷ), which was promulgated by the State Council on
April 3, 1999 and amended on March 24, 2002 and March 24, 2019, employers are required to
open social insurance account and housing provident fund account within 30 days from the
date of establishment, and employers are also required to contribute, on behalf of their
employees, to a number of social security funds, including funds for basic pension insurance,
unemployment insurance, basic medical insurance, occupational injury insurance, maternity
insurance and to housing provident funds. Any employer who fails to contribute may be fined
and ordered to make good the deficit within a stipulated time limit.
Pursuant to the Interpretation II of the Supreme People’s Court of Issues Concerning
the Application of Law in the Trial of Labor Dispute Cases (ᙄ
༆ᙑɚ) enacted by the Supreme People’s Court on 31 July 2025 and
implemented on 1 September 2025, any agreement between an employer and an employee for
the non-payment of social insurance or any employee undertaking to waive such payment
shall be determined as void by the people’s court.
The aforementioned judicial interpretation does not repeal the social insurance laws
and regulations currently in force of the PRC. Considering the Company and the relevant
employees have never signed any agreement that no payment of social insurance would be
required to be made by the Company, our Directors believe that the implementation of the
aforementioned judicial interpretation would not have a material adverse effect on our
business or financial results.
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Regulations on Taxation
Enterprise Income Tax (“EIT”)
According to the Enterprise Income Tax Law of the PRC (੻೼
) (the “ EIT Law ”), promulgated by the NPC on March 16, 2007, which was amended on
February 24, 2017 and December 29, 2018, and the Implementation Rules of the EIT Law
(ૢԷ ), promulgated by the State Council on December
6, 2007, and most recently a mended on December 6, 2024, a domestic enterprise which is
established within the PRC in accordance with the laws or established in accordance with any
laws of foreign country (region) but with an actual management entity within the PRC shall be
regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of
any income generated within or outside the PRC. A preferential EIT rate shall be applicable to
any key industry or project which is supported or encouraged by the State. High and new
technology enterprises which are supported by the State may enjoy a reduced EIT rate of 15%.
V alue-Added Tax (“V AT”)
In accordance with the Value-added Tax Law of the People’s Republic of China ( ʕശ
), which was promulgated by the SCNPC on December 25, 2024 and
effective from January 1, 2026, and the Implementation Rules for the Provisional Regulations
the PRC on V alue-added Tax ( ), which was
promulgated by the Ministry of Finance and was latest amended on October 28, 2011 and
effective from November 1, 2011, entities and individuals engaging in selling goods, providing
processing, repairing or replacement services or importing goods within the territory of the
PRC are taxpayers of the value-added tax.
Regulations Relating to Overseas Securities Offering and Listing
The CSRC promulgated the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ()
(the “ Overseas Listing Trial Measures ”) and five relevant guidelines on February 17, 2023,
which took effect on March 31, 2023. The Overseas Listing Trial Measures comprehensively
reformed the regulatory regime for overseas offering and listing of PRC domestic companies’
securities, either directly or indirectly, into a filing-based system.
According to the Overseas Listing Trial Measures, the PRC domestic companies
(whether conducting overseas securities offerings/listings directly or indirectly) must file with
the CSRC within three working days after submitting an initial public offering or listing
application. Non-compliance — such as failing to complete filings, concealing material facts,
or falsifying filing documents — may result in administrative penalties (including rectification
orders, warnings and fines) for the company, as well as its controlling shareholders, actual
controllers, and directly responsible personnel.
On February 24, 2023, the CSRC and other relevant government authorities
promulgated the Provisions on Strengthening the Confidentiality and Archives
Administration of Overseas Securities Issuance and Listing by Domestic Enterprises (׵
 ) (the “ Provision on
Confidentiality ”), which took effect on March 31, 2023. Pursuant to the Provision on
Confidentiality, where a domestic enterprise provides or publicly discloses to the relevant
securities companies, securities service institutions, overseas regulatory authorities and other
entities and individuals, or provides or publicly discloses through its overseas listing subjects,
documents and materials involving state secrets and working secrets of state organs, it shall
report the same to the competent department with the examination and approval authority for
approval in accordance with the law, and submit the same to the secrecy administration
department of the same level for filing. Domestic enterprises providing accounting archives or
copies thereof to entities and individuals concerned such as securities companies, securities
service institutions and overseas regulatory authorities shall perform the corresponding
procedures pursuant to the relevant provisions of the State.
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LAWS AND REGULATIONS IN RELATION TO OUR BUSINESS IN HONG KONG
Common law
(a) Liabilities under contract
While we are engaging in the provision of goods and services relating to electric vehicles
in Hong Kong, our rights and obligations towards our customers are generally governed by
the terms of the contracts we formed with them. These contracts are subject to the Control of
Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong), pursuant to which
any exemption clauses restricting liabilities for loss or damage to property due to parties’
negligence are valid only if such clauses satisfy the reasonableness test.
(b) Liabilities in tort
While we are engaging in sale of goods, product liability arises under the law of tort. If
the products sold by us are defective or below the expected standard of care and caused loss or
injury to the purchaser or other end-users, they may bring an action under tort against us.
Apart from the common law obligations, the Group’s business in Hong Kong is also
regulated by a number of legislations. The following sets forth a summary of the major laws
and regulations which are relevant to our business in Hong Kong:
Trade Description Ordinance
As the Group engages in the provision of goods and services in Hong Kong, we are
subject to the Trade Description Ordinance (Chapter 362 of the Laws of Hong Kong)
(“TDO”), which governs descriptions of goods provided in the course of trade. The TDO
prohibits certain unfair trade practices that traders may deploy. Under the TDO, it is a
criminal offence to apply a false trade description to any goods or supply goods with false
trade descriptions.
Sale of Goods Ordinance
The Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) provides for
certain terms to be implied in contracts for sale of goods. It provides that where a seller sells
goods in the course of a business, there is an implied condition that (i) where the goods are
purchased by description, the goods must correspond with the description; (ii) the goods
supplied are of merchantable quality; and (iii) the goods must be fit for the purpose for which
they are purchased. Otherwise, a buyer has the right to reject defective goods unless he or she
has a reasonable opportunity to examine the goods.
Electric Vehicles
Electric vehicles need to comply with the provisions of the Road Traffic Ordinance
(Chapter 374 of the Laws of Hong Kong) (“ RTO”) and its subsidiary legislations, and should
be maintained in good and serviceable condition. In particular, they should comply with the
specifications and requirements set out in the RTO and its subsidiary legislations.
Autonomous Vehicles
According to sections 135 – 136 of the RTO, no person may use of permit the use of
autonomous vehicles (“ AV”) unless it is licensed for an A V scheme by the Commissioner for
Transport pursuant to the Road Traffic (Autonomous Vehicles) Regulation (Chapter 374AA
of the Laws of Hong Kong), or a movement permit is issued under regulation 53 of the Road
Traffic (Registration and Licensing of Vehicles) Regulations (Chapter 374E of the Laws of
Hong Kong) for such use.
According to section 134(3) of the RTO, if an A V is used, in addition to the person who
actually permitted the use, for the purposes of section 136(1)(b), the use is also taken to have
been permitted by the following person:
(a) for a pilot A V , the pilot proprietor (i.e. the person who is issued a pilot licence to
carry out the pilot scheme under which A Vs are operated on roads), or if the pilot
proprietor is not the registered owner of the A V , both the pilot proprietor and the
registered owner;
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(b) for an A V that is not a pilot A V , its owner (whether a registered owner or not).
As the Group is neither a pilot proprietor, registered owner nor an owner of any A V in
Hong Kong, it is not required under the RTO to obtain a licence for the A Vs it manufactured
and supplied to its customers.
Import and Export
As UISEE Hong Kong imports vehicles from other Group companies in PRC, we are
subject to the Import and Export (Registration) Regulations (Chapter 60E of the Laws of
Hong Kong) (the “ Regulations ”), which imposes duties on importers and exporters to
complete declaration with the Customs and Excise Department.
Under Section 6C of the Import and Export Ordinance (Chapter 60 of the Laws of
Hong Kong) (“ IEO”), no person shall import any article prescribed in Schedule 1 of the
Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) (the
“IER”) except under and in accordance with an import license. Such import license is issued
under Section 3 of the IEO. As the Group does not import any article prescribed in Schedule
1 of the IER, it is not required to obtain such import licence.
Under Regulations 4 and 5 of Regulations, any person who imports or exports any
article other than an exempted article shall lodge an accurate and complete import or export
declaration relating to such article using services provided by a specified body with the
Commissioner of Customs and Excise (the “ Commissioner ”) within 14 days of such import or
export. Any person who is required to lodge an import or export declaration but fails to do so
without reasonable excuse shall be liable on summary conviction to a fine of HK$2,000, and,
commencing on the day following the date of conviction, to a fine of HK$100 in respect of
every day the declaration is still not lodged.
According to section 3B of the Motor Vehicles (First Registration Tax) Ordinance, the
importer of a motor vehicle for use in Hong Kong (whether for trade or other purposes) shall
file a return in the prescribed form with the Commissioner for Transport within 30 days of the
importation, and not less than 5 working days before delivering that motor vehicle where that
motor vehicle is imported for trade purposes.
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OVERVIEW
Our history can be traced back to February 2016, when our Company was established
by, among others, our Co-founders, Mr. Wu, Mr. Jiang, Mr. Zhou, Mr. Peng and Mr. Zhao.
Led by Mr. Wu, who has extensive experience in the autonomous driving industry, we have
developed into a provider of autonomous driving solutions specializing in driverless L4
autonomous driving technology in Greater China. We became one of the largest L4
autonomous driving solution providers for commercial vehicles in closed scenarios such as
airports and factories in terms of revenue in 2025, according to Frost & Sullivan, and our
autonomous driving solutions have been highly recognized by numerous leading and
reputable enterprises in various industries.
OUR MILESTONES
The following table sets forth the key development milestones:
Year Milestone events
2016 Our Company was established in the PRC as a limited liability
company.
2017 The “MC
2 self driving car” designed by a team of designer of our
Company won the Red Dot Award: Design Concept.
2018 We partnered with a renowned vehicle manufacturer to deliver the
industry’s first L4 automated valet parking product prototype to
citizens in Liuzhou.
2019 We launched the autonomous logistics project at the Hong Kong
International Airport.
2020 We applied autonomous driving technology in factory logistics at an
automobile factory in Chongqing.
2021 We started providing autonomous vehicle solutions at a major
international airport in Northwestern China.
2022 We provided autonomous delivery vehicles and autonomous shuttle
buses for pilot projects in Saudi Arabia and the United Arab
Emirates, entering the Middle East market.
2023 We secured substantial orders from the Hong Kong International
Airport and begun providing L4 autonomous shuttle buses for the
airport.
2024 As one of the 25 strategic enterprises, we signed a partnership
agreement with the Office for Attracting Strategic Enterprises of
Hong Kong.
2025 We established a strategic cooperation with a major port in
Shandong province to provide unmanned logistics solutions and
expand into the port logistics market.
We deployed our L4 autonomous logistics vehicles and autonomous
shuttle buses for the pilot project at a major international airport in
Qatar.
MAJOR CORPORATE DEVELOPMENTS OF OUR COMP ANY
Establishment of our Company and transfer of equity interest to Beijing Simaju
Our Company was established in the PRC as a limited liability company on February 3,
2016 with an initial registered capital of RMB1,000,000. As of the date of our establishment,
our Company was owned as to 54.5% by Mr. Wu, 10% by Mr. Jiang, 5% by Mr. Zhou, 5% by
Mr. Peng, 3% by Mr. Zhao and 22.5% by Deep Glint. Deep Glint is a company established in
the PRC on August 16, 2013, and is principally engaged in the development of artificial
intelligence-based computer vision, data intelligence, and temperature measurement
application software. As of the date of our establishment, it was indirectly owned as to 35.20%
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by Mr. Zhao. It has been listed on the STAR Market of the Shanghai Stock Exchange (stock
code: 688207.SH) since March 17, 2022. As of the Latest Practicable Date, Mr. Zhao was
interested in 27.14% of the number of the issued shares of Deep Glint, and thus Deep Glint is
not a close associate of Mr. Zhao.
On April 25, 2016, Mr. Wu transferred 20% equity interest in our Company to Beijing
Simaju at nil consideration. See “— Pre-IPO Incentive Schemes” for details of Beijing Simaju.
In June 2016, we completed the Angel Financing and raised a total investment of
US$11,250,000. Upon completion of the Angel Financing, the registered capital of our
Company was increased from RMB1,000,000 to RMB1,176,470.
In November 2017, the registered capital of our Company was increased from
RMB1,176,470 to RMB8,300,667 by way of conversion of capital reserve of RMB7,124,197
into registered capital, which was owned by the then shareholders of our Company in
proportion to their equity interest in our Company. Concurrently, in December 2017, we
completed the Series A Financing and raised a total investment of US$36,000,000. Upon
completion of the Series A Financing, the registered capital of our Company was increased
from RMB8,300,667 to RMB10,336,986.
In February 2021, we completed the Series B-1 Financing and raised a total investment
of RMB615,880,000. Upon completion of the Series B-1 Financing, the registered capital of
our Company was increased from RMB10,336,986 to RMB12,739,380.
In May 2021, we completed the Series B-2 Financing and raised a total investment of
RMB220,000,000. Upon completion of the Series B-2 Financing, the registered capital of our
Company was increased from RMB12,739,380 to RMB13,454,346.
In October 2021, we completed the Series B-3 Financing and raised a total investment
of RMB274,900,000. Upon completion of the Series B-3 Financing, the registered capital of
our Company was increased from RMB13,454,346 to RMB14,194,065.
In May 2023, we completed the Series C Financing and raised a total investment of
RMB300,000,000. Upon completion of the Series C Financing, the registered capital of our
Company was increased from RMB14,194,065 to RMB14,802,382.
On November 8, 2024, our Company was converted from a limited liability company
into a joint stock company with limited liability, with a registered capital of RMB14,802,382
divided into 14,802,382 shares with a par value of RMB1.00 each. Pursuant to the resolution
passed by the then Shareholders on May 15, 2025, each share of our Company with a nominal
value of RMB1.00 was subdivided into 10 Shares with a nominal value of RMB0.10 each.
OUR PRINCIP AL SUBSIDIARIES
The following are our principal subsidiaries:
Name
Date of
establishment
Place of
establishment
Shareholding attributable
to our Company Principal activities/functions
UISEE Zhejiang July 18, 2017 PRC 100% Assembly of autonomous
logistics vehicles and
calibration testing
UISEE Shanghai November 1, 2016 PRC 100% Research and development of
cloud computing technology
UISEE Wuhan October 15, 2020 PRC 100% Delivery, maintenance and
service center for major
customers
UISEE Chongqing March 17, 2023 PRC 93.02% by our Company and
6.98% by UISEE Tianjin
Management
Research and development of
autonomous passenger cars
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Disposal of Yuxing Zhejiang
As part of our business model, we procure high-precision map and data services from
surveying and mapping service providers for the operation of our self-developed autonomous
driving operating platform, where its vehicle brain, which primarily consists of software, i.e.
our U-Drive
® system, and hardware, i.e. autonomous driving domain controllers, send
geographic information data to the surveying and mapping service providers, and receive
high-precision maps from such service providers. See “Business — Our Autonomous Driving
Operating Platform” for details.
During the Track Record Period, such mapping and surveying services were mainly
provided by Yuxing Zhejiang, which functioned as an internal support unit. As the surveying
and mapping activities in which Yuxing Zhejiang is primarily engaged falls within the
Negative List, which prohibits the access of foreign investment, and our Shareholders
included certain foreign investors since the completion of the Angel Financing, we were
prohibited under the relevant PRC laws to directly hold the equity interest of Yuxing
Zhejiang. See “Regulatory Overview — PRC Laws and Regulations — Regulations on
Company Establishment and Foreign Investment” for details. In light of such foreign
investment restrictions, we entered into the contractual arrangements with Mr. Wu and Mr.
Zhou to enable us to obtain effective control and enjoy all the economic benefits to be derived
from the operations of Yuxing Zhejiang, and its financial results were consolidated and
accounted for as subsidiary of our Company.
Nevertheless, in light of the PRC restrictions on foreign ownership for companies
providing mapping services and as our Group developed, we decided to focus on our core
business of provision of AI-empowered autonomous driving solutions. To streamline our
corporate structure for the Listing, on December 31, 2024, we disposed of Yuxing Zhejiang by
entering into arrangements with Mr. Wu and Mr. Zhou to terminate the contractual
arrangements. As a result, Yuxing Zhejiang ceased to be a subsidiary of our Company. Given
that the principal activity of Yuxing Zhejiang did not fall within our core business, the
disposal of Yuxing Zhejiang had not resulted in any material adverse impact on our business
operations and financial performance. As advised by the PRC Legal Advisors, the termination
of the contractual arrangements relating to Yuxing Zhejiang was valid and effective. Our
business as currently conducted does not fall within the confines of the Negative Lists and is
not subject to special administrative measures. We undertake that we will not carry out any
business which will fall within the confines of the Negative Lists immediately after the
completion of the Global Offering.
On April 27, 2025, in order to dedicate their time to our management and operations ,
Mr. Wu and Mr. Zhou transferred their entire equity interests in Yuxing Zhejiang to Mr.
Zhang Hongtao (ᏹ), the general manager of Yuxing Zhejiang and an Independent Third
Party, at nil consideration, as the registered capital of Yuxing Zhejiang was not paid up and
Yuxing Zhejiang recorded net liabilities. Other than his employment with Yuxing Zhejiang,
Mr. Zhang Hongtao has no past or present relationships (including family, employment, trust,
business, financing or otherwise) with our Company and our subsidiaries, Shareholders,
Directors or senior management, or any of their respective associates.
Based on the unaudited management accounts of Yuxing Zhejiang, prior to its disposal
on December 31, 2024, it recorded revenue (which was intra-group in nature and eliminated
on consolidation) of RMB23.2 million and RMB16.3 million, and net loss of RMB2.7 million
and RMB2.5 million, for the year ended December 31, 2023 and 2024, respectively, and had
net liabilities of RMB6.1 million and RMB5.2 million as of December 31, 2023 and 2024,
respectively.
We had continued to procure mapping and surveying services from Yuxing Zhejiang
under existing contracts entered into prior to its disposal under normal commercial terms and
on a per-project basis, most of which were in advanced stages and were completed in the
second half of 2025. The relevant transactions between our Group and Yuxing Zhejiang
amounted to RMB13.4 million during the year ended December 31, 2025. We expect that the
introduction of U-Drive
® 5.0, the latest version of our unified autonomous driving platform,
which has a higher level of generalization, self-learning and adaptation, and optimal
reusability of its algorithms and data, will reduce our reliance on any mapping and surveying
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service providers, such that, we had not entered into new agreements with Yuxing Zhejiang
and its disposal will not result in any material adverse impact on our business operations and
financial performance. Going forward, starting from December 1, 2025, we undertake that we
will cease our business relationship with Yuxing Zhejiang. We will procure mapping and
surveying services when needed only from other third-party service providers, which,
according to Frost & Sullivan, are readily available to our Group in the market, to satisfy our
needs for our operations at comparable terms.
As advised by our PRC Legal Advisors, Yuxing Zhejiang had complied with all
applicable laws and regulations in all material aspects during the Track Record Period and up
to the date of acquisition of its interest by Mr. Zhang Hongtao. To the best of our Directors’
knowledge, information and belief, having made all reasonable enquiries, our Directors are
not aware of any non-compliance with any applicable PRC laws and regulations of Yuxing
Zhejiang during the Track Record Period and up to the date of its disposal which would have
a material adverse effect on our Group’s business operation and financial performance.
PRE-IPO INCENTIVE SCHEMES
We have adopted the Pre-IPO Incentive Schemes for the purpose of attracting, retaining
and rewarding talents for our development. Pursuant to the Pre-IPO Incentive Schemes, we
have granted options to acquire 16,294,928 units (the “ Incentive Units ”) of the 81.47%
partnership interest held by Mr. Wu and Mr. Zhou in Beijing Simaju, the designated
shareholding platform for the Pre-IPO Incentive Schemes, which held 11,496,984 Shares for
the purpose of the Pre-IPO Incentive Schemes, representing 6.99% of the number of issued
Shares immediately following the completion of the Global Offering and conversion of
Unlisted Shares into H Shares (without taking into account any H Shares which may be issued
pursuant to the exercise of the Offer Size Adjustment Option). The remaining 18.53%
partnership interest is beneficially held by Mr. Wu. Pursuant to the PRC Partnership Law (
 ) and the partnership agreement of Beijing Simaju, the
management power of Beijing Simaju (including the exercise of the voting rights of the Shares
held by it) is solely vested in Mr. Wu as its general partner, and the limited partners are not
entitled to give management instructions to the general partner, including voting instructions
regarding the Shares held by it.
As of the Latest Practicable Date, options to acquire a total of 16,294,928 Incentive
Units have been granted to 301 grantees under the Pre-IPO Incentive Schemes, including (i)
1,148,953 Incentive Units granted to three Directors; (ii) 58,000 Incentive Units granted to
one member of our senior management; (iii) 750,000 Incentive Units granted to six former
consultants, identities of whom are set out in “Appendix VI — Statutory and General
Information — D. Pre-IPO Incentive Schemes” and who all previously served at our science
committee and provided us with guidance and insights to our scientific and R&D activities;
(iv) 305,352 Incentive Units granted to Mr. Liu Yang (ݱ912,748 Incentive Units granted
to Dr. Zhou Xiaocheng ( մʃϓ) and 878,758 Incentive Units granted to Dr. Zhang Dan ( ੵʗ),
all being our Core R&D Team members; and (v) 12,241,117 Incentive Units granted to 288
employees who are not our Directors, members of our senior management, our existing or
former consultants and members of our Core R&D Team. The exercise of any outstanding
options will only result in the transfer of partnership interests held by Mr. Wu and Mr. Zhou
in Beijing Simaju, and will not result in the issue of new Shares or transfer of the 11,496,984
existing Shares held by Beijing Simaju for the purpose of the Pre-IPO Incentive Schemes to
the relevant grantee.
No further awards will be granted under the Pre-IPO Incentive Schemes upon the
Listing and the terms of the Pre-IPO Incentive Schemes are not subject to the provisions of
Chapter 17 of the Listing Rules. For further information of the Pre-IPO Incentive Schemes
and the grantees of the Incentive Units, see “Appendix VI — Statutory and General
Information — D. Pre-IPO Incentive Schemes.”
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PRE-IPO INVESTMENTS
We completed six rounds of Pre-IPO Investments, details of which are set out below:
Angel Financing 1 Series A Financing 2 Series B-1 Financing 3 Series B-2 Financing 4 Series B-3 Financing 5 Series C Financing 6
Date of agreement 7 April 29, 2016 November 8, 2017 December 28, 2020 March 29, 2021 August 23, 2021 March 13, 2023
Number of Shares issued 8 12,451,000 Shares 20,363,190 Shares 24,023,940 Shares 7,149,660 Shares 7,397,190 Shares 6,083,170 Shares
Amount of consideration paid 9 US$11,250,000
(equivalent to
RMB77,206,500)
US$36,000,000
(equivalent to
RMB247,060,800)
RMB615,880,000 RMB220,000,000 RMB274,900,000 RMB300,000,000
Date of full settlement of consideration March 13, 2017 February 22, 2018 February 3, 2021 May 11, 2021 September 15, 2021 March 17, 2023
Cost per Share
8 US$0.90 (equivalent
to RMB6.20)
US$1.77 (equivalent
to RMB12.13)
RMB25.64 RMB30.77 RMB37.16 RMB49.32
Pre-money valuation of our Company 10 US$63.8 million
(equivalent to
RMB437.8 million)
US$164.0 million
12
(equivalent to
RMB1,125.5
million)
RMB2,650.0
million
13
RMB3,920.0
million 14
RMB5,000.0
million 15
RMB7,000.0
million 16
Post-money valuation of our Company 11 US$75.0 million
(equivalent to
RMB514.7 million)
US$200.0 million
(equivalent to
RMB1,372.6
million)
RMB3,265.9 million RMB4,140.0 million RMB5,274.9 million RMB7,300.0 million
Discount to the Offer Price
17 89.7% 79.9% 57.5% 49.0% 38.4% 18.2%
Use of proceeds received by our Company For the purpose of development of our Group’s business.
As of the Latest Practicable Date, the net proceeds received by our Company from the Pre-IPO investments were fully utilized.
Shareholding in our Company immediately
upon completion of the Global Offering
7.66% 12.53% 14.79% 4.40% 4.55% 3.74%
Strategic benefits of the Pre-IPO Investors
brought to our Company
At the time of the Pre-IPO Investments, our Directors were of the view that our Company could benefit from the additional capital that would
be provided by the Pre-IPO Investors’ investments in our Company and the Pre-IPO Investors’ knowledge and experience. The Pre-IPO
Investments also signify our Pre-IPO Investors’ endorsement of and confidence in our Company.
Lock-up period Pursuant to the applicable PRC law, all existing Shareholders (including the Pre-IPO Investors) are not permitted to dispose of any of the
Shares held by them within 12 months following the Listing Date.
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Notes:
1. Investors under the Angel Financing include Sinovation Fund III, L.P ., Shaanxi Xike Angel Phase III Commercial Consultancy Partnership (Limited Partnership)
(Υྫ)( “ Xike Angel III Fund ”), Zhen Partners IV (HK) Limited, Wuhu Keqi Automobile Technology Co., Ltd. ( ጾ
ʮ̡ )( “ Wuhu Keqi ”) and Beijing Qingshan Enterprise Angel Investment Partnership (Υྫ)( “ Qingshan
Jiye Fund ”).
On May 16, 2017, Wuhu Keqi transferred 0.32% and 0.11% equity interest in our Company (after completion of the Angel Financing) to Wang Yanmin
(ઽ) and Chen Xuetao ( ௓௛ᏹ), each an Independent Third Party, at a nominal consideration of RMB1 and RMB1, respectively, as Wuhu Keqi had not settled
the investment amount at the time of transfers. The investment amount had been subsequently settled by the transferees.
2. Investors under the Series A Financing include Ningbo Lanting Shiling Investment Partnership (Limited Partnership) (Υྫ)
(“Ningbo Lanting ”), Lhasa Zhixing Innovative Technology Co., Ltd. (ʮ̡ )( “Lhasa Zhixing ”), Century Gateway Investment Limited, Zhuhai
GF Yunyi Smart Car Industry Fund (Limited Partnership) (Υྫ)( “GF Yunyi ”), Shaanxi Big Data Industry Investment Fund
Partnership (Limited Partnership) (Υྫ)( “ Shaanxi Big Data Industry Fund ”), Beijing Yintai Jiahe Venture Capital
Investment Co., Ltd. (ʮ̡ )( “ Yintai Jiahe ”), Zhuhai GF Xinde Environment Protection Industry Investment Fund Partnership (Limited
Partnership) (Υྫ)( “ GF Xinde Environmental ”), Zhen Partners IV (HK) Limited, Zhuhai Kangyuan Investment
Enterprise (Limited Partnership) (Υྫ)( “ Zhuhai Kangyuan ”).
On December 28, 2017, Century Gateway Investment Limited also acquired 2.30% equity interest in our Company from Deep Glint at a consideration of
US$3,480,000, which was determined after arm’s length negotiations with reference to the valuation of our Company under the Series A Financing. On Ap ril 2,
2018, Deep Glint transferred 1.76% equity interest in our Company (after completion of the Series A Financing) to CAS-Tech Fund I L.P . at a considerati on of
US$3,000,000, which was determined after arm’s length negotiations with reference to the valuation of our Company under the Series A Financing.
3. Investors under the Series B-1 Financing include Gongqingcheng Xinding Huaqi No. 1 Equity Investment Partnership (Limited Partnership) (อཻശᘅఠ໮
Υྫ)( “ Xinding Huaqi ”), CDBC Manufacturing Transformation and Upgrading Fund (Limited Partnership) (ږ
Υྫ)( “ CDBC Manufacturing Fund ”), Beijing Z-Park Longmen Fund Investment Center (Limited Partnership) (ࠢ
Υྫ)( “ Z-Park Longmen ”), Beijing Phase II CAS Star Hard Technology Venture Capital Partnership (Limited Partnership) (Ҧ௴ุҳ༟Υ
ྫΆุ (Υྫ)( “ Beijing Hard Tech II Fund ”), Ningbo Meishan Bonded Logistics Park Tengyun Yuansheng Equity Investment Partnership (Limited
Partnership) (Υྫ)( “ Tengyun Yuansheng ”), Nanjing CICC Qihong Investment Fund Partnership (Limited
Partnership) (Υྫ)( “ CICC Qihong ”), Shenzhen Capital Group Co., Ltd. (ʮ̡ )( “ SCGC ”), Tianjin
Haihe Hongtu Investment Fund Partnership (Limited Partnership) (Υྫ)( “ Tianjin Hongtu ”), SCGC Hongrui (Zhuhai)
Enterprise Investment Fund (Limited Partnership) (Υྫ)( “ SCGC Hongrui ”), Shanghai Jinshan Hongtu Venture Capital
Investment Center (Limited Partnership) (Υྫ)( “ Shanghai Hongtu ”), Liyang Hongtu New Economy Venture Capital Fund
Partnership (Limited Partnership) (Υྫ)( “ Liyang Hongtu ”), Changzhou Hongtu Human Resources Investment
Partnership (Limited Partnership) (Υྫ)( “ Changzhou Hongtu ”), Jiangsu Zhongde Services Trade Industry Investment Fund
(Limited Partnership) (Υྫ)( “Jiangsu Zhongde ”), Jiaxing Jiayao Venture Capital Partnership (Limited Partnership) ( ྗጳྗᘴ௴
Υྫ)( “ Jiaxing Jiayao ”), Xiamen Oak Forest Energy Saving and Environmental Protection Venture Capital Fund Partnership (Limited
Partnership) (Υྫ)( “ Xiamen Oak Forest ”), Chongqing Liangjiang New Area Innovative Service Industry Equity
Investment Fund Partnership (Limited Partnership) (Υྫ)( “ Liangjiang Innovative Fund ”), Henan Keyuan
Shenneng Clean Energy Equity Investment Fund Partnership (Limited Partnership) (Υྫ)( “ Keyuan
Shenneng ”), Suzhou Hengtong Datai Big Data Industry Fund Partnership (Limited Partnership) (Υྫ)( “ Hengtong
Datai ”) and Xiamen Datai Core Stone Venture Capital Partnership (Limited Partnership) (Υྫ)( “ Xiamen Datai ”).
On April 27, 2020, Lhasa Zhixing transferred 2.04% and 2.03% equity interest in our Company (after completion of the Series B-1 Financing) to CICC Qiho ng and
Bosch (Shanghai) Venture Capital Investment Co., Ltd. (ʮ̡ )( “ Bosch Shanghai ”) at a consideration of RMB36,000,000 and
RMB37,196,082, respectively, which was determined after arm’s length negotiations with reference to the investment cost of Lhasa Zhixing and the va luation of our
Company under the Series B-1 Financing. On August 25, 2020, Hengtong Datai acquired 0.37% equity interest in our Company (after completion of the Seri es B-1
Financing) from Sinovation Fund III, L.P . at a consideration of RMB9,000,000, which was determined after arm’s length negotiations with reference t o the
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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investment cost of Sinovation Fund III, L.P . and the valuation of our Company under the Series B-1 Financing. On September 1, 2022, SCGC Hongrui, an aff iliate
of SCGC, transferred 1.37% equity interest in our Company (after completion of the Series B-3 Financing) to SCGC at a consideration of RMB20,000,000, which
was equivalent to the investment cost of SCGC Hongrui under the Series B-1 Financing.
4. Investors under the Series B-2 Financing include Shanghai State-owned Enterprise Reform and Development Equity Investment Fund Partnership (Li mited
Partnership) (Υྫ)( “ Shanghai SOE Reform Fund ”) and Beijing Smart Cloud City Investment Fund Center
(Limited Partnership) (Υྫ)( “ Beijing Smart Cloud City ”), Xiangjiang Industrial Investment Co., Ltd. (ப΂ʮ
̡)( “ Xiangjiang Investment ”) and Jiaxing Jiayao.
5. Investors under the Series B-3 Financing include Hubei High Quality Development Industry Investment Fund Partnership (Limited Partnership) (࢝
Υྫ)( “ Hubei High Quality ”), Taizhou Shengsheng Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ
(Υྫ)( “Taizhou Shengsheng ”), CITIC Securities Investment Co., Ltd. (ʮ̡ )( “CITIC Securities Investment ”) and Yusheng Future (Zhuhai)
Equity Investment Partnership (Limited Partnership) (Υྫ)( “ Yusheng Future ”).
6. Investors under the Series C Financing include Chongqing Science City Investment Holding Co., Ltd. (ʮ̡ )( “ Chongke Investment ”) and
Xinzhifeng (Wuhan) Equity Investment Fund Partnership (Limited Partnership) (Υྫ)( “ Xinzhifeng ”).
7. If more than one agreements were entered into for a certain round of pre-IPO investment, such date is based on the date of the last agreement.
8. Based on the number of Shares issued to the relevant Pre-IPO Investors upon conversion of our Company into a joint stock limited liability company an d
completion of the Share Subdivision.
9. Representing the total investment cost paid to our Company for the equity interest in our Company in the respective round of the Pre-IPO Investment. The
consideration was determined after arm’s length negotiations with reference to our funding needs and the prospects and development potential of our Group. It does
not take into account the investment cost paid in respect of transfers of equity interests from existing Shareholders.
10. Representing the cost per Share under the respective round of the Pre-IPO Investments multiplied by the capitalization of our Company (on a fully d iluted basis)
immediately before the closing of the corresponding round of the Pre-IPO Investments.
11. Representing the cost per Share under the respective round of the Pre-IPO Investments multiplied by the capitalization of the Company (on a fully d iluted basis)
immediately after the closing of the corresponding round of the Pre-IPO Investments.
12. The increase in valuation from the Angel Financing to the Series A Financing was mainly due to the successful development of our Group’s L4 autonomo us driving
minibuses.
13. The increase in valuation from the Series A Financing to the Series B-1 Financing was mainly due to the commencement of partnerships with commercia l vehicle
OEMs to develop L4 autonomous driving solutions for buses and the successful development of L4 autonomous logistics vehicles for use in airports.
14. The increase in valuation from the Series B-1 Financing to the Series B-2 Financing was mainly due to the national recognitions of our autonomous dr iving system
and the increase in customers and application scenarios for our autonomous driving vehicle solutions.
15. The increase in valuation from the Series B-2 Financing to the Series B-3 Financing was mainly due to the collaboration with a major vehicle manufac turer for
launching robotaxis equipped with our autonomous driving kits and solutions, increasing our capabilities to deliver products and solutions which c an cope with
urban traffic scenarios.
16. The increase in valuation from the Series B-3 Financing to the Series C Financing was mainly due to the commercialization of our L2+ autonomous driv ing kits and
solutions for passenger cars.
17. The discount to the Offer Price is calculated based on the Offer Price of HK$60.30 per H Share.
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Rights of the Pre-IPO Investors
According to the capital increase agreements and the joint venture agreements entered
into between our Company and the then Shareholders from April 2016 to May 2023 and the
articles of association of the Company adopted in May 2023 (as superseded by a
shareholders’ agreement entered into in October 2024), the Pre-IPO Investors had been
granted certain special rights, which included, among others, information rights, redemption
rights, pre-emptive rights, rights of first refusal, co-sale rights, drag-along rights, director
nomination rights, board veto rights, shareholders’ meeting veto rights, most favored nation
terms, liquidation preference rights and anti-dilution rights. Information rights and director
nomination rights had been exercised by the Pre-IPO Investors prior to the execution of the
Termination Agreement (as defined below).
In preparation for the Listing, our Company and the Shareholders entered into a
termination agreement on May 26, 2025 (the “ Termination Agreement ”) prior to the first
submission of the listing application to the Stock Exchange, pursuant to which the parties
agreed and confirmed that the special rights granted to the Pre-IPO Investors shall be
terminated as follows:
(i) the redemption right, liquidation preference right and anti-dilution right granted
by our Company (the “ Company Redemption Rights ”) had been immediately
terminated and shall be void ab initio . No Pre-IPO Investors had exercised their
redemption rights during the Track Record Period. For details, see Note 30 to the
Accountants’ Report set out in Appendix I;
(ii) the redemption right granted by the Co-founders (the “ Co-founders Redemption
Right ”) had been terminated, which only took effect one day before the first
submission of the listing application, and shall only be restored upon the earliest
of (i) the withdrawal of the listing application by our Company; (ii) the
applicable regulatory authorities (including the Stock Exchange and the CSRC)
terminating or rejecting our listing application; and (iii) the listing application
has not been renewed within three months after its lapse, which shall again be
terminated one day before any subsequent submission of the listing application.
There had been no side agreements among our Company, the Co-founders and
the Pre-IPO Investors regarding the Co-founders Redemption Right, and our
Company did not provide any guarantee on the Co-founders Redemption Right
in case of default by the Co-founders. Considering that our Company has no
obligation to repurchase the Shares held by the Pre-IPO Investors, no redemption
liability was recorded during the Track Record Period. For details, see Note 36 to
the Accountants’ Report set out in Appendix I.
Article 143 of the Civil Code of the People’s Republic of China ( ʕശɛ͏΍ձ
Պ) stipulates that a civil legal act is valid if it is conducted by parties with
the requisite capacity for civil conduct, is based on genuine intent, and does not
contravene mandatory provisions of laws, administrative regulations, or public
order and morals. Adhering to the principle of autonomy of will, our Company
and the Pre-IPO Investors explicitly agreed and confirmed that the Company
Redemption Rights granted by our Company shall be immediately terminated
and be void ab initio . Through the execution of the Termination Agreement, while
the clauses concerning the Company Redemption Rights have never been
exercised, all parties agreed to terminate the clauses and to treat them as having
no legal effect from the time of their execution, thereby restoring the rights and
obligations of all parties to the status quo ante as if such clause had never been
agreed upon. This arrangement does not violate any mandatory provisions of
laws, administrative regulations, or public order and morals, and is thus legally
valid. Based on the above, the PRC Legal Advisors are of the view that the
Company Redemption Rights granted by our Company have been irrevocably
terminated and shall be void ab initio , which shall not be affected by the exercise
of information rights and director nomination rights by the Pre-IPO Investors
prior to the execution of the Termination Agreement; and
(iii) all other special rights which are required to be terminated pursuant to Chapter
4.2 of the Listing Guide, including information rights, pre-emptive rights, rights
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of first refusal, co-sale rights, drag-along rights, director nomination rights,
board veto rights, shareholders’ meeting veto rights, most favored nation terms,
will be terminated with effect one day before the Listing.
Information about the Pre-IPO Investors
Our Pathfinder SIIs
We have received meaningful investments from the following Pathfinder SIIs:
CAS Star
Xike Angel III Fund, Beijing Hard Tech II Fund and Shaanxi Big Data Industry Fund
(the “ CAS Star SIIs ”) are funds ultimately managed by CAS Star Technology Investment Co.,
Ltd. (ʮ̡ )( “ CAS Star Investment ”).
Xike Angel III Fund is a limited partnership established in the PRC with Shaanxi Xike
Angel Investment Co., Ltd. (ʮ̡ ) as its general partner holding
0.96% partnership interest therein. Xike Angel III Fund has 14 limited partners, none of
which holds 30% or more partnership interest.
Beijing Hard Tech II Fund is a limited partnership established in the PRC with Beijing
CAS Star Technology Co., Ltd. (ʮ̡ ) as its general partner holding
1.11% partnership interest therein. Beijing Hard Tech II Fund has 27 limited partners, none of
which holds 30% or more partnership interest.
Shaanxi Big Data Industry Fund is a limited partnership established in the PRC with
Shaanxi Jinkong Angel Investment Management Partnership (Limited Partnership)
(Υྫ) as its general partner holding 1% partnership
interest therein. Shaanxi Big Data Industry Fund has three limited partners and is owned as to
67% by CITIC Securities Company Limited (ʮ̡ )( “ CITIC Securities ”),
the H shares and A shares of which are listed on the Stock Exchange (stock code: 6030) and
the Shanghai Stock Exchange (stock code: 600030), and 31% by the other two limited
partners, none of which holds 30% or more partnership interest.
Shaanxi Xike Angel Investment Co., Ltd. and Beijing CAS Star Technology Co., Ltd. are
subsidiaries of CAS Star Investment. Shaanxi Jinkong Angel Investment Management
Partnership (Limited Partnership) is held as to 10% by Xi’an Guantian Angel Enterprise
Management Partnership (Limited Partnership) (Υྫ)
(the general partner of which is CAS Star Investment and the sole limited partner is Beijing
CAS Star Technology Co., Ltd.) as its general partner, 60% by CAS Star Investment as its
limited partner and 30% by Shaanxi Investment Fund Management Co., Ltd. (ږ
ʮ̡ ), an Independent Third Party.
Xike Angel III Fund, Beijing Hard Tech II Fund and Shaanxi Big Data Industry Fund
are investment funds under the brand of CAS Star, and CAS Star Investment is its investment
management platform. CAS Star is a Chinese venture capital firm established in September
2013, and has been led and managed by its two founding partners, Dr. Mi Lei ( Ϸᆾ), a Ph.D
holder in optical science who has previously worked at the Xi’an Institute of Optics and
Precision Mechanics, part of the Chinese Academy of Sciences, and the originator of the
concept of “hard technology”, and Mr. Li Hao ( ҽख), a senior chief economist and a veteran
investor with over 20 years of experience. It is a venture capital firm focusing on early-stage
investments in key and core technology area such as optoelectronics and semiconductors,
artificial intelligence, biotechnology, aerospace, advanced manufacturing, information
technology, new energy and new materials. Its main investments are directed towards early
stage and small to medium-sized technology companies with growth potential and
independent innovation capabilities. Since its founding, the scale of CAS Star had developed
and expanded over time, and its AUM had subsequently grew over the years. CAS Star has
invested in over 480 projects with an aggregate AUM of RMB12.7 billion as of December 31,
2024.
As of April 19, 2016 (being a date within six months prior to the date of signing of the
first definitive agreement by the CAS Star SIIs for their investments in our Company),
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November 5, 2020 (being a date within six months prior to the date of signing of the last
definitive agreement by the CAS Star SIIs for their investments in our Company) and
December 31, 2024 (being a date within six months prior to the date of the submission of our
first listing application), CAS Star had an aggregate AUM of RMB0.7 billion, RMB5.0
billion and RMB10.4 billion, respectively, where that value was derived from Specialist
Technology investments, which include investments in companies and funds engaging in the
industries of next-generation information technology, advanced hardware and software,
advanced materials as well as new energy and environmental protection, all of which were
among CAS Star’s key and core investment areas in optoelectronics and semiconductors,
artificial intelligence, biotechnology, aerospace, advanced manufacturing, information
technology, new energy and new materials. As Xike Angel III Fund, Beijing Hard Tech II
Fund and Shaanxi Big Data Industry Fund are purely different funds ultimately managed by
CAS Star through its investment management platform, CAS Star Investment, which is
ultimately responsible for their investment decisions, the CAS Star SIIs should be aggregated
as one Pathfinder SII pursuant to Chapter 2.5 of the Listing Guide.
As of May 28, 2024 (being the commencement date of the pre-application 12-month
period) and May 28, 2025 (being the date of submission of our first listing application), the
CAS Star SIIs were collectively interested in 5.94% and 5.94% of the total number of issued
Shares, respectively.
Shanghai Guosheng
Shanghai SOE Reform Fund and Taizhou Shengsheng (the “ Shanghai Guosheng SIIs ”)
are funds ultimately managed by Shanghai Guosheng (Group) Co., Ltd. (ࠢ
ʮ̡)( “ Shanghai Guosheng ”).
Shanghai SOE Reform Fund and Taizhou Shengsheng are limited partnerships established
in the PRC which focus on equity investments and are managed by Shanghai Guosheng Capital
Management Co., Ltd. (ʮ̡ ) as their respective general partner,
holding 0.2% partnership interest in Shanghai SOE Reform Fund and 0.65% partnership
interest in Taizhou Shengsheng. Shanghai SOE Reform Fund has nine limited partners and is
owned as to 40.27% by Shanghai Guosheng, which in turn is wholly owned by State-owned
Assets Supervision and Administration Commission of Shanghai ( ɪऎ̹਷Ϟ༟ପ္ຖ၍ଣ։
ึ), and 59.53% by the other eight limited partners, none of which holds 30% or more
partnership interest. Taizhou Shengsheng has six limited partners, all of which are
Independent Third Parties, and is owned as to 40% by Xiamen Wolun Jingrong Equity
Investment Partnership (Limited Partnership) (Υྫ),
38.71% by Taizhou State-owned Assets Investment Group Co., Ltd. ( ̨ψ̹਷Ϟ༟ପҳ༟ණྠ
ʮ̡ ), and 20.65% by the other four limited partners, none of which holds 30% or more
partnership interest.
Shanghai Guosheng Capital Management Co., Ltd. is an asset management company
and is controlled by Shanghai Guosheng. Shanghai Guosheng is a limited company
established in the PRC which is wholly owned by the State-owned Assets Supervision and
Administration Commission of Shanghai (ึ ) and is principally
engaged in non-financial business and to a lesser extent financial business, including
investments, assets operation and assets management, industrial research and socio-economic
consultation.
As of December 31, 2020 (being a date within six months prior to the date of signing of
the first definitive agreement by the Shanghai Guosheng SIIs for their investments in our
Company) and December 31, 2024 (being a date within six months prior to the date of the
submission of our first listing application), the available-for-sale financial assets, long-term
equity investments and other equity instruments investments of Shanghai Guosheng
amounted to RMB101.7 billion and RMB148.7 billion, respectively. As Shanghai SOE
Reform Fund and Taizhou Shengsheng are purely different funds ultimately managed by
Shanghai Guosheng, which is ultimately responsible for their investment decisions, the
Shanghai Guosheng SIIs should be aggregated as one Pathfinder SII pursuant to Chapter 2.5
of the Listing Guide. As the AUM of Shanghai Guosheng meets the threshold set out in
Chapter 2.5 of the Listing Guide, the Shanghai Guosheng SIIs collectively qualify as a
Sophisticated Independent Investor.
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As of May 28, 2024 (being the commencement date of the pre-application 12-month
period) and May 28, 2025 (being the date of submission of our first listing application), the
Shanghai Guosheng SIIs were collectively interested in 3.56% and 3.56% of the total number
of issued Shares, respectively.
SCGC
SCGC, Tianjin Hongtu, Shanghai Hongtu, Liyang Hongtu and Changzhou Hongtu
(the “ SCGC SIIs ”) are funds ultimately managed by SCGC.
SCGC, originally co-founded by the State-owned Assets Supervision and Management
Commission of Shenzhen Municipal People’s Government (਷Ϟ༟ପ္ຖ၍
ึ ), which still directly holds 28.20% equity interest in SCGC as its largest shareholder,
with a group of private partners in 1999. SCGC is now a state-owned and
independently-managed venture capital investment institution with a primary focus on
investments in innovative high-tech companies in the emerging industries in their start-up,
growth or pre-IPO stage, including but not limited to investments in IT, new media,
healthcare, new energy, environment protection, chemical engineering, new material,
advanced manufacturing consumer goods. Other major shareholders of SCGC include (1)
Shenzhen Galaxy Real Estate Development Co., Ltd. (ʮ̡ ), a
company ultimately controlled by Mr. Huang Chulong ( රูᎲ), an Independent Third Party
businessman, holding 20.00% equity interest in SCGC, (2) Shenzhen Capital Holdings Co.,
Ltd. (ʮ̡ ), which is wholly-owned by the State-owned Assets
Supervision and Management Commission of Shenzhen Municipal People’s Government and
holds 12.79% equity interest in SCGC, and (3) Shanghai Dazhong Public Utilities (Group)
Co., Ltd. (ʮ̡ ), a company listed on the Stock Exchange
(stock code: 1635) and the Shanghai Stock Exchange (stock code: 600635), holding 10.80%
equity interest in SCGC. Save as disclosed above, SCGC has no other shareholder which
individually holds more than 10% equity interest in SCGC.
Tianjin Hongtu is a limited partnership established in the PRC which focuses on private
equity investment with Tianjin Hongtu Venture Capital Management Co., Ltd. (ɺ௴อ
ʮ̡ ) as its general partner holding 0.2% partnership interest therein, which is in
turn indirectly wholly-owned by SCGC. Tianjin Hongtu has three limited partners and is
owned as to 50% by Minmetals International Trust Limited (ʮ̡ ), an
Independent Third Party, 29.8% by SCGC and 20% by the other one limited partner.
Shanghai Hongtu is a limited partnership established in the PRC which focuses on
private equity investment with Yingtan Hongtu Creative Investment Management Limited
Partnership (ΥྫΆุ )( “ Yingtan Hongtu ”) as its general partner
holding 0.96% partnership interest therein, which is in turn indirectly wholly-owned by
SCGC. Shanghai Hongtu has ten limited partners and is owned as to 31.95% by Shanghai
Jiliang Venture Capital Co., Ltd. (ʮ̡ ), an Independent Third Party,
28.75% by SCGC, and 38.34% by the other eight limited partners, none of which holds 30% or
more partnership interest.
Liyang Hongtu is a limited partnership established in the PRC which focuses on private
equity investment with Yingtan Hongtu as its general partner holding 1.04% partnership
interest therein, which is in turn indirectly wholly-owned by SCGC. Liyang Hongtu has nine
limited partners, none of which holds 30% or more partnership interest.
Changzhou Hongtu is a limited partnership established in the PRC which focuses on
private equity investment with Yingtan Hongtu as its general partner holding 0.99%
partnership interest therein, which is in turn indirectly wholly-owned by SCGC. Changzhou
Hongtu has 15 limited partners and is owned as to 29.7% by SCGC as the largest limited
partner and 69.31% by the other 14 limited partners, none of which holds 30% or more
partnership interest.
As of December 31, 2018 (being a date within six months prior to the date of signing of
the first definitive agreement by the SCGC SIIs for their investments in our Company) and
December 31, 2024 (being a date within six months prior to the date of the submission of our
first listing application), the aggregate AUM of SCGC amounted to RMB333.4 billion and
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RMB495.6 billion, respectively. As Tianjin Hongtu, Shanghai Hongtu, Liyang Hongtu and
Changzhou Hongtu are purely different funds ultimately managed by SCGC, which is
ultimately responsible for their investment decisions, the SCGC SIIs should be aggregated as
one Pathfinder SII pursuant to Chapter 2.5 of the Listing Guide. As the AUM of SCGC meets
the threshold set out in Chapter 2.5 of the Listing Guide, the SCGC SIIs collectively qualify
as a Sophisticated Independent Investor.
As of May 28, 2024 (being the commencement date of the pre-application 12-month
period) and May 28, 2025 (being the date of submission of our first listing application), the
SCGC SIIs were collectively interested in 2.77% and 2.77% of the total number of issued
Shares, respectively.
CICC Qihong
CICC Qihong is a limited partnership established in the PRC which focuses on private
equity investment. The general partner of CICC Qihong is CICC Capital Operation Co., Ltd.
(ʮ̡ ), a wholly-owned subsidiary of China International Capital
Corporation Limited (“ CICC ”), a company listed on the Stock Exchange (stock code: 3908)
and the Shanghai Stock Exchange (stock code: 601995) and principally engaged in investment
banking business, equities business, fixed-income, commodities and currency business, asset
management business, private equity business, wealth management business and other
business activities. CICC Qihong has six limited partners who are private investors and
institutional investors with Xiamen Longyao Investment Co., Ltd. (ʮ̡ )
(“Xiamen Longyao ”), an Independent Third Party, holding 39.52% partnership interest, and
each of the other five limited partners holding less than 30% of the partnership interest.
As of June 30, 2019 (being a date within six months prior to the date of signing of the
first definitive agreement by CICC Qihong for its investment in our Company) and December
31, 2024 (being a date within six months prior to the date of the submission of our first listing
application), CICC’s private equity business had an aggregate AUM of RMB323.7 billion and
RMB457.6 billion, respectively. As the general partner that manages CICC Qihong is a
wholly-owned subsidiary of CICC, whose AUM meets the threshold set out in Chapter 2.5 of
the Listing Guide, and the investment decisions of CICC Qihong are ultimately managed and
controlled by CICC, CICC Qihong qualifies as a Sophisticated Independent Investor.
As of May 28, 2024 (being the commencement date of the pre-application 12-month
period) and May 28, 2025 (being the date of submission of our first listing application), CICC
Qihong was interested in 2.91% and 2.91% of the total number of issued Shares, respectively.
As required by Chapter 2.5 of the Listing Guide, our Pathfinder SIIs, in aggregate, hold
10% or more of the total number of issued Shares, out of which two of our Pathfinder SIIs
each hold 3% or more of the total number of issued Shares, as of the date of our listing
application and throughout the pre-application 12-month period. For details of the
shareholding in our Company of each of our Pathfinder SIIs, see “— Capitalization” below.
Our Sophisticated Independent Investors
We have also received meaningful investments from the following Sophisticated
Independent Investors:
GF Xinde
GF Yunyi and GF Xinde Environmental (the “ GF Xinde SIIs ”) are funds ultimately
managed by GF Securities.
GF Yunyi is a limited partnership established in the PRC. It is a private equity fund
which primarily focuses on investments in smart car and new energy automobile related
industries. GF Yunyi is owned as to 20% by GF Xinde Investment Management Co., Ltd. ( ᄿ
ʮ̡ )( “ GF Xinde ”) as general partner, 68.65% by Jiangsu Yunyi Electric
Co., Ltd. (ʮ̡ ) as its limited partner, a company listed on the
Shenzhen Stock Exchange (stock code: 300304), and 11.35% by Guangfa Ganhe Investment
Co., Ltd. (ʮ̡ ) as its limited partner. GF Xinde and Guangfa Ganhe
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Investment Co., Ltd. are wholly-owned by GF Securities Co., Ltd. (ʮ̡ )
(“GF Securities ”), a company listed on the Shenzhen Stock Exchange (stock code: 000776)
and the Stock Exchange (stock code: 01776). GF Xinde is principally engaged in private
equity investment management business. The principal business of GF Securities can be
divided into four segments, namely investment banking, wealth management, trading and
institutional client service and investment management. Its investment portfolio includes,
among others, equity, funds, bonds, trust products, derivatives and other securities
investments.
GF Xinde Environmental is a limited partnership established in the PRC. It is a private
equity fund primarily engaged in environmental industrial investment, equity investment and
provision of equity investment-related consultancy services in the PRC. GF Xinde
Environmental has also invested in various companies including companies primarily engaged
in hydraulic engineering, environmental and public facilities management industry such as
Qiaoyin City Management Co., Ltd. (ʮ̡ ), a company listed on the
Shenzhen Stock Exchange (stock code: 2973) and information transmission, software, and
information technology services industry such as Wuxi Guoxin Microelectronics System Co.,
Ltd. (ʮ̡ ). GF Xinde Environmental is owned as to 16.11% by GF
Xinde as general partner, 34.64% by Shangpu Industrial Investment Development (Hengqin)
Co., Ltd. (ʮ̡ ) as limited partner, an Independent Third Party, and
49.25% by the other 11 limited partners, none of which has more than 30% partnership
interest in GF Xinde Environmental.
As of December 31, 2016 (being a date within six months prior to the date of signing of
the first definitive agreement by the GF Xinde SIIs for their investments in our Company) and
December 31, 2024 (being a date within six months prior to the date of the submission of our
first listing application), the scale of the asset management business of GF Securities
amounted to RMB716.4 billion and RMB253.5 billion, respectively. As GF Yunyi and GF
Xinde Environmental are purely different funds managed by GF Xinde, which is a
wholly-owned subsidiary of and the investment decisions of which are ultimately managed
and controlled by GF Securities, the GF Xinde SIIs should be aggregated as one Sophisticated
Independent Investor pursuant to Chapter 2.5 of the Listing Guide. As the AUM of GF
Securities meets the threshold set out in Chapter 2.5 of the Listing Guide, the GF Xinde SIIs
collectively qualify as a Sophisticated Independent Investor.
CDBC Manufacturing Fund
CDBC Manufacturing Fund is a limited partnership established in the PRC. It is an
investment fund focusing on the investments in new generation of information technology
(NGIT) and electric power equipment manufacturing industry with a fund size of RMB50.1
billion and its portfolio companies include SenseTime Group Inc. (ʮ̡ ),
Haier COSMOPlat Co., Ltd. (ʮ̡ ). CDBC Investment Fund
Management Co., Ltd. (ப΂ʮ̡ )( “ CDBC Fund Management ”), a
limited liability company established in the PRC, is the general partner of CDBC
Manufacturing Fund, holding 0.2% of the partnership interest therein, which is wholly owned
by China Development Bank Capital Co., Ltd (ப΂ʮ̡ )( “ CDB ”) and
ultimately controlled by MOF . CDBC Manufacturing Fund has one limited partner, National
Manufacturing Transformation and Upgrade Fund Co., Ltd. (΅
ʮ̡ ), holding 99.8% of partnership interest in CDBC Manufacturing Fund, which is in
turn held by CDB as to 13.59% and 19 other shareholders as to 86.41%, none of which holds
30% or more of the interest therein.
Based on the audited consolidated financial statements of CDB for each of the years
ended December 31, 2019 (being its last published financial statements prior to the date of
signing of the first definitive agreement by CDBC Manufacturing Fund for its investment in
our Company) and December 31, 2024 (being its last published financial statements prior to
the date of the submission of our first listing application), the investment portfolio of CDB as
of December 31, 2019 and December 31, 2024, which included transactional financial assets,
debt investment, other equity instrument investments and long term equity investments,
amounted to RMB132.9 billion and RMB165.6 billion, respectively. As the general partner
that manages CDBC Manufacturing Fund is a wholly-owned subsidiary of CDB, whose
investment portfolio size meets the threshold set out in Chapter 2.5 of the Listing Guide, and
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the investment decisions of CDBC Manufacturing Fund are ultimately managed and
controlled by CDB, CDBC Manufacturing Fund qualifies as a Sophisticated Independent
Investor.
Hubei High Quality
Hubei High Quality is a limited partnership established in the PRC. Hubei High Quality
has four limited partners who are Independent Third Parties, among which Wuhan Economic
Development Investment Co., Ltd. (ʮ̡ ) holds 41.96% partnership interest
and CDBC Manufacturing Fund holds 29.37% of the partnership interest, and none of the
other limited partners holds more than 30% partnership interest therein. Wuhan Economic
Development Investment Co., Ltd. is wholly-owned by Wuhan Economic Development
Industry Investment Group Co., Ltd. (ʮ̡ ), a PRC state-owned
enterprise. The fund manager of Hubei High Quality is Beijing HongTai TongChuang
Investment Management Co., Ltd. (ʮ̡ ) (together with its
affiliates, “ HongTai TongChuang ”), an Independent Third Party.
HongTai TongChuang was co-founded by Mr. Yu Minhong (ݳand Mr. Sheng
Xitai ( ସҎइ) in 2014 and is wholly owned by Qingdao Xinchen Technology Innovation
Industrial Co., Ltd. (ʮ̡ ) (a company owned as to 60% by Mr. Sheng
Xitai and 10% by Mr. Yu Minhong). HongTai TongChuang is an investment firm engaging in
equity investments, including investments in high technology sectors focusing in smart
production, artificial intelligence, information technology, semiconductors, new materials,
new energy and life sciences.
As of the Latest Practicable Date, HongTai TongChuang had invested in more than 300
companies. As of June 30, 2021 (being a date within six months prior to the date of signing of
the first definitive agreement by Hubei High Quality for its investment in our Company) and
December 31, 2024 (being a date within six months prior to the date of the submission of our
first listing application), the AUM of HongTai TongChuang amounted to RMB19.2 billion
and RMB50.1 billion, respectively. As Hubei High Quality is managed by HongTai
TongChuang, which is responsible for the investment decision of Hubei High Quality and
whose AUM meets the threshold set out in Chapter 2.5 of the Listing Guide, Hubei High
Quality qualifies as a Sophisticated Independent Investor.
Bosch Shanghai
Bosch Shanghai is a limited liability company established in the PRC which engages in
venture capital investment. It is ultimately wholly-owned by Robert Bosch GmbH (“ Bosch
Group ”). Bosch Group is a leading global supplier of technology and services and its
operations are divided into four business sectors: mobility solutions, industrial technology,
consumer goods, and energy and building technology. It also invests in external technology
startups around the world to gain early access to innovative technologies. Bosch Group’s
investments focus on projects involving highly automated driving, AI, the IoT, mobility
solutions, and computer architectures of the future.
92% of the share capital of Bosch Group is held by Robert Bosch Stiftung GmbH, a
charitable foundation. The majority of voting rights are held by Robert Bosch
Industrietreuhand KG, an industrial trust. The entrepreneurial ownership functions are
carried out by the trust. The remaining shares are held by the Bosch family.
As of December 31, 2019 (being a date within six months prior to the date of signing of
the first definitive agreement by Bosch Shanghai for its investment in our Company) and
December 31, 2024 (being a date within six months prior to the date of the submission of our
first listing application), the investment portfolio of Bosch Group which was accounted as
financial assets measured at fair value through profit or loss or other comprehensive income,
which mainly comprises interests in partnerships, shares in investment funds, certain
interest-bearing securities and derivatives, as well as investments measured at equity,
amounted to EUR15.0 billion and EUR18.7 billion, respectively. As Bosch Shanghai is a
wholly-owned subsidiary of Bosch Group, whose AUM meets the threshold set out in Chapter
2.5 of the Listing Guide, and the investment decisions of Bosch Shanghai are ultimately
managed and controlled by Bosch Group, Bosch Shanghai qualifies as a Sophisticated
Independent Investor.
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Xinzhifeng
Xinzhifeng is a limited partnership established in the PRC. It is principally engaged in
equity investment in the areas relating to the “new four modernizations” (electrification,
intelligence, networking and sharing) of the automobile industry as well as the core areas of
the automobile industry reforms such as smart manufacturing, AI, cloud computing, big data,
internet of things, mobile communications and multi-form power sources. Its general partner
is Yuanjing (Wuhan) Investment Management Co., Ltd. (ʮ̡ ),
which holds 0.03% partnership interest and is in turn wholly owned by Dongfeng Asset
Management Co., Ltd. (ʮ̡ )( “ Dongfeng Asset Management ”). Dongfeng
Asset Management is also the sole limited partner of Xinzhifeng which holds 99.97%
partnership interest therein.
Dongfeng Asset Management is a company incorporated in the PRC whose businesses
include asset management, industrial investment, venture capital investment, investment
management and consultancy, land and real estate development, international economic and
technological cooperation, and related technical consulting, technical services, information
services and after-sales services. Dongfeng Asset Management is a wholly-owned subsidiary
of Dongfeng Motor Corporation (ʮ̡ )( “ Dongfeng Motor ”), a large
state-owned enterprise engaged in the manufacturing of commercial vehicles, passenger cars,
automobile parts, components and equipment as well as other automobile-related business,
which is ultimately owned by the State-owned Assets Supervision and Administration
Commission (ึ ).
According to Frost & Sullivan, Dongfeng Motor ranked third and seven in terms of
sales volume of all types of vehicles by automobile groups in the PRC in 2022 and 2024, with
market shares being 9.2% and 7.9%, respectively. As Dongfeng Asset Management, the
general partner that manages Xinzhifeng, is a wholly-owned subsidiary of Dongfeng Motor,
which in turn is a key participant in the downstream automotive industry in terms of sales
volume of all types of vehicles by automobile groups in the PRC as of December 31, 2022
(being a date within six months prior to the date of signing of the first definitive agreement by
Xinzhifeng for its investment in our Company) and December 31, 2024 (being a date within six
months prior to the date of the submission of our first listing application), respectively,
Xinzhifeng qualifies as a Sophisticated Independent Investor under Chapter 2.5 of the Listing
Guide.
CITIC Securities Investment
CITIC Securities Investment is a limited liability company established in the PRC and is
wholly owned by CITIC Securities. CITIC Securities Investment is the alternative investment
subsidiary of CITIC Securities and its investment portfolio includes investments in financial
products, securities investment and equity investment.
CITIC Securities is a joint stock limited company established in the PRC with limited
liability, the H shares and A shares of which are listed on the Stock Exchange (stock code:
6030) and the Shanghai Stock Exchange (stock code: 600030) and is principally engaged in
securities brokerage, securities investment consulting, financial advice in relation to securities
trading and investment activities, securities underwriting and sponsoring, self-operated
securities business, securities assets management, securities margin trading, selling of
securities investment funds, provision of intermediary introduction services to futures
companies, distribution of financial products and stock options market making.
As of June 30, 2021 (being a date within six months prior to the date of signing of the
first definitive agreement by CITIC Securities Investment for its investment in our Company)
and December 31, 2024 (being a date within six months prior to the date of the submission of
our first listing application), the AUM of CITIC Securities amounted to RMB1,391.0 billion
and RMB1,542.4 billion, respectively. As CITIC Securities Investment is a wholly-owned
subsidiary of CITIC Securities, whose AUM meets the threshold set out in Chapter 2.5 of the
Listing Guide, and the investment decisions of CITIC Securities Investment are ultimately
managed and controlled by CITIC Securities, CITIC Securities Investment qualifies as a
Sophisticated Independent Investor.
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On the basis that 162,485,020 Shares are expected to be in issue upon the completion of
the Global Offering (assuming the Offer Size Adjustment Option is not exercised), upon the
Listing, our Sophisticated Independent Investors (including our Pathfinder SIIs) will hold, in
aggregate, no less than 23.16% of the total number of issued Shares.
Our other Pre-IPO Investors
Apart from our Pathfinder SIIs and Sophisticated Independent Investors, our Pre-IPO
Investors also include the following:
Century Gateway Investment Limited
Century Gateway Investment Limited is an investment holding company and is
wholly-owned by Advantech Capital L.P . (“ Advantech Capital ”). Advantech Capital is a
private equity investment fund which focuses on investment of innovative growth.
Ningbo Lanting
Ningbo Lanting is a limited partnership established in the PRC. It is a venture capital
investment fund which is managed by its general partner, Shanghai Lanting Investment
Management Co. Ltd. (ʮ̡ ), which in turn is ultimately owned by four
individuals, each an Independent Third Party. Ningbo Lanting has four limited partners and
is owned as to 59.90% by Ms. Ou Yaqing (ڡ34% by Mr. Weng Lizhong ( ॽлʕ) and 6%
by the other two limited partners, none of which holds 30% or more partnership interest.
Sinovation Fund III, L.P .
Sinovation Fund III, L.P ., a limited partnership incorporated in the Cayman Islands, is
an investment fund under the brand of Sinovation Ventures. Sinovation Fund Management
III, L.P . is the general partner of Sinovation Fund III, L.P . and is ultimately controlled by Dr.
Kai-Fu Lee ( ҽකూ). Sinovation Fund III, L.P . has about 50 limited partners and none of
which has more than 30% partnership interest therein.
Sinovation Ventures is a technology venture capital, established in 2009 by a team led by
Dr. Kai-Fu Lee. It focuses on investments on AI and deep technology, robotics and
automation, enterprise software, healthcare technology, and sustainability technology. It
currently manages more than ten USD and RMB funds and invests over 400 portfolio
companies across the technology spectrum in China.
Chongke Investment
Chongke Investment is a company established in the PRC which focuses on capital
management and investments. It is ultimately wholly-owned by Chongqing High-tech
Development Investment Group Co., Ltd. (ʮ̡ )( “Chongqing
Hi-tech Investment ”), a state-owned enterprise which is owned as to 99.01% by Chongqing
Finance Bureau (҅ ) and 0.99% by Administrative Committee of Chongqing
Hi-Tech Industry Development Zone (ึ ) and is engaged in
the urban development of the Hi-tech Development Zone in Chongqing. The investment
portfolio of Chongke Investment and Chongqing Hi-tech Investment includes equity and
fund investments on various industries such as automated systems, IoT technology, new
energy automobile, new energy storage and transmission technology.
Xinding Huaqi
Xinding Huaqi is a limited partnership established in the PRC. It is a venture capital
investment fund which primarily focuses on equity investment. Xinding Huaqi is managed by
its general partner, Beijing Xinding Rongsheng Capital Management Co., Ltd. ( ̏ԯอཻ࿲ସ
ʮ̡ ). Beijing Xinding Rongsheng Capital Management Co., Ltd. is a limited
liability company established under the laws of the PRC and is wholly owned by Beijing
Xinding Ronghui Capital Management Co., Ltd. (ʮ̡ ), which is
beneficially controlled as to 98.58% by Zhang Chi ( ੵཱུ), an Independent Third Party.
Xinding Huaqi has 20 limited partners, none of which holds 30% or more partnership interest.
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Z-Park Longmen
Z-Park Longmen is a limited liability partnership established in the PRC with a focus on
investments in information technology, high-end manufacturing, healthcare, and
consumption upgrade sectors. Its general manager is Beijing Z-Park Longmen Investment
Co., Ltd. (ʮ̡ ). Z-Park Longmen has nine limited partners and it is
held as to 39.87% by National Council for Social Security Fund (ଣԫึ ),
and 59.14% by the other eight limited partners, none of which holds 30% or more partnership
interest.
Tengyun Yuansheng
Tengyun Yuansheng is a limited partnership established in the PRC and is owned as to
1.00% by Century Tengyun Investment Management Co., Ltd. (ʮ̡ )
as general partner and 99.00% by Tibet Tengyun Investment Management Co., Ltd. ( Гᔛᙜථ
ʮ̡ ) as limited partner, each an Independent Third Party. Tengyun Yuansheng
is principally engaged in private equity investment and has investments in new economy such
as consumer, medical, environmental protection and technology sectors.
Beijing Smart Cloud City
Beijing Smart Cloud City is a limited partnership established in the PRC and is
principally engaged in private equity and venture capital investments focusing on technology
sectors including artificial intelligence, big data and cloud computing. It is managed by its
general partner, Beijing Huayi Liding Investment Management Co., Ltd. (ɢཻҳ༟
ʮ̡ ) holding 1.14% partnership interest. Beijing Smart Cloud City has eight limited
partners and is owned as 31.79% by Xiamen Shuyi Enterprise Management Consulting Co.,
Ltd. (ʮ̡ ), an Independent Third Party, and 67.08% by the other
seven limited partners, none of which holds 30% or more partnership interest.
CAS-Tech Fund I L.P .
CAS-Tech Fund I L.P . is an exempted limited partnership established in the Cayman
Islands and is managed by CAS-Tech Management, Ltd. as its general partner, which in turn
is owned as to 94% by Shanghai Guotan Investment Center (Limited Partnership) ( ɪऎ਷Ꮵ
Υྫ). CAS-Tech Fund I L.P . primarily focuses on investment in early-stage
projects in the medical and technology sectors.
Jiaxing Jiayao
Jiaxing Jiayao is a limited partnership established in the PRC and is principally engaged
in venture capital investment. It is managed by its general partner, Beijing Chunxin Hongtu
Investment Management Co., Ltd. (ʮ̡ ) holding 0.39%
partnership interest. Jiaxing Jiayao has two limited partners and is owned as 60.55% by Ms.
Ma Kuilan ( ৵ჺᚆ) and 39.06% by Mr. Yang Xianjun (ࠏ.)
Zhen Partners IV (HK) Limited
Zhen Partners IV (HK) Limited is a company incorporated in Hong Kong with limited
liability and is wholly owned by Zhen Partners Fund IV , L.P .. Zhen Partners Fund IV , L.P . is
a Cayman Islands exempted limited partnership, engaged in making venture capital
investment primarily in early-stage companies, which is under control of Zhen Partners
Management (TTGP) IV , Ltd., its top-tier general partner. Xu Xiao Ping, Wang Qiang, Anna
Fang and Dai Yu Sen have shared voting power over Zhen Partners Management (TTGP) IV ,
Ltd.
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Yusheng Future
Yusheng Future is a limited partnership established in the PRC and is principally
engaged in private equity investment. It is managed by its general partner, Shenzhen Qianhai
Hongzhao Fund Management Co., Ltd. (ʮ̡ ) holding 0.99%
partnership interest. Yusheng Future has five limited partners and is owned as 32.0792% by
Mr. Li Xinbao (ڭand 66.93% by the other four limited partners, none of which holds
30% or more partnership interest.
Xiangjiang Investment
Xiangjiang Investment is a limited liability company established in the PRC and is
principally engaged in investments in high tech projects and enterprises as well as capital and
asset management. It is ultimately owned by the State-owned Assets Supervision and
Administration Commission of Hunan Provincial People’s Government (਷Ϟ
ึ ) and Hunan Provincial People’s Government (ִ݁through
Hunan Energy Group Co., Ltd. (ʮ̡ ).
Jiangsu Zhongde
Jiangsu Zhongde is a limited partnership established in the PRC and is principally
engaged in private equity investment. The general partner of Jiangsu Zhongde is Wuxi
Guolian Financial Investment Qiyuan Private Equity Fund Management Co., Ltd. ( ೌ፼਷ᑌ
ʮ̡ ) holding 0.01% partnership interest, an Independent Third
Party. Jiangsu Zhongde has 14 limited partners and the partnership interest held by the
limited partners ranged from 0.14% to 16.97% with Wuxi Taihu Aisi Venture Capital
Partnership (Limited Partnership) (Υྫ) being the
largest limited partner of Jiangsu Zhongde.
Yintai Jiahe
Yintai Jiahe is a limited liability company incorporated in the PRC and is principally
engaged in private equity investment. It is owned as to 30.79% by Yintai Huaying Investment
Co., Ltd. (ʮ̡ ), an Independent Third Party, and 69.21% by the other three
shareholders, none of which holds 30% or more interest therein.
Hengtong Datai
Hengtong Datai is a limited partnership established in the PRC and is principally
engaged in private equity investment. It is managed by its general partner, Suzhou Datai
Venture Capital Management Co., Ltd. (ʮ̡ ) holding 4%
partnership interest. Hengtong Datai has 12 limited partners and is owned as to 40.1% by
Jiangsu Hengtong Optoelectronics Co., Ltd. (ʮ̡ ), a company listed
on the Shanghai Stock Exchange (stock code: 600487), and 55.89% by the other 11 limited
partners, none of which holds 30% or more partnership interest.
Keyuan Shenneng
Keyuan Shenneng is a limited partnership established in the PRC and is principally
engaged in private equity investment. It is managed by its general partner, Luoyang Yushen
Enterprise Management Partnership (Limited Partnership) (ࠢ
Υྫ) holding 2% partnership interest, an Independent Third Party. Keyuan Shenneng has
two limited partners and is owned as to 49% by each of Henan Keyuan Industrial Investment
Fund Partnership (Limited Partnership) (Υྫ) and
Shanghai Shenneng Energy Development Co., Ltd. (ʮ̡ ), each an
Independent Third Party.
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Xiamen Oak Forest
Xiamen Oak Forest is a limited partnership established in the PRC and is principally
engaged in private equity investment. It is managed by its general partner, Xiamen Acorn
Venture Capital Management Co., Ltd. (ʮ̡ ) holding 3%
partnership interest, an Independent Third Party. Xiamen Oak Forest has nine limited
partners, none of which holds 30% or more partnership interest.
Liangjiang Innovative Fund
Liangjiang Innovative Fund is a limited partnership established in the PRC and is
principally engaged in private equity investment. It is owned as to 0.1% by its general partner,
Chongqing Chengyun Enterprise Management Co., Ltd. (ʮ̡ ) and
99.9% by Chongqing Jiangbeizui Central Business District Investment Group Co., Ltd. (ᅅ
ʮ̡ ) as its limited partner, each an Independent Third
Party.
Xiamen Datai
Xiamen Datai is a limited partnership established in the PRC and is principally engaged
in private equity investment. It is managed by its general partner, Xiamen Datai Qingshi
Equity Investment Management Co., Ltd. (ʮ̡ ) holding
1.06% partnership interest, an Independent Third Party. Xiamen Datai has five limited
partners and is owned as to 38.22% by Xiamen Huiju Fengtuo Equity Investment Partnership
(Limited Partnership) (Υྫ), an Independent Third
Party, and 60.72% by the other four limited partners, none of which holds 30% or more
partnership interest.
Qingshan Jiye Fund
Qingshan Jiye Fund is a limited partnership established in the PRC and is principally
engaged in investment of equity securities of early-stage companies within the general
consumer sector and the technology, media, and telecom (TMT) sector. It is managed by its
general partner, Beijing Qingshan Tongchuang Investment Co., Ltd. (ࠢ
ʮ̡) holding 20% partnership interest, an Independent Third Party. Qingshan Jiye Fund has
11 limited partners, none of which holds 30% or more partnership interest.
Ms. Wang Yanmin
Ms. Wang Yanmin is an individual investor and became acquainted with our Company
in 2016. To the best knowledge of our Directors, Ms. Wang Yanmin is an Independent Third
Party.
Mr . Chen Xuetao
Mr. Chen Xuetao is an individual investor and became acquainted with our Company in
2017. To the best knowledge of our Directors, Mr. Chen Xuetao is an Independent Third
Party.
Zhuhai Kangyuan
Zhuhai Kangyuan is a limited partnership established in the PRC and is principally
engaged in private equity investment. It is managed by its general partner, Mr. Xu Yining ( ஢
ɓྐྵ) holding 20% partnership interest, an Independent Third Party. Zhuhai Kangyuan has 36
limited partners, none of which holds 30% or more partnership interest.
To the best of the knowledge, information and belief of our Directors having made all
reasonable enquiries, each of the Pre-IPO Investors is an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Compliance with Chapter 4.2 of the Listing Guide
On the basis that (i) the considerations for the Pre-IPO Investments have been settled no
less than 28 clear days before the date of the first submission of the listing application to the
Stock Exchange; and (ii) all the special rights granted to the Pre-IPO Investors as set out
above have been terminated or will terminate upon the Listing, the Sole Sponsor confirms that
the Pre-IPO Investments are in compliance with Chapter 4.2 of the Listing Guide.
ACTING-IN-CONCERT AND VOTING PROXIES ARRANGEMENTS
To consolidate the control and provide for a unified strategic planning and
decision-making process, the Co-founders entered into an acting-in-concert agreement on
December 17, 2019, pursuant to which each of Mr. Jiang, Mr. Zhou, Mr. Peng and Mr. Zhao
agreed that, so long as he directly or indirectly holds any equity interest in our Company, he
shall exercise his voting rights in a consistent manner with Mr. Wu. The agreement shall
remain in effect until its termination upon mutual consent among the parties, save that for Mr.
Zhao, his obligation ceased when Deep Glint submitted its application for listing on the STAR
Market of the Shanghai Stock Exchange on June 22, 2021. The cessation of Mr. Zhao as a
party to the agreement was taken into account that Deep Glint, the primary business interest
of Mr. Zhao, was anticipated to be listed on the STAR Market soon, and Mr. Zhao, as a
chairman and director of Deep Glint, considered that it would be in the best interest of Deep
Glint that his voting interest in our Company became aligned with that of Deep Glint without
the restrictions under the agreement.
Furthermore, Mr. Wu entered into agreements with Xinding Huaqi, Keyuan Shenneng
and Jiaxing Jiayao, our Pre-IPO Investors under the Series B-1 Financing, on September 9,
2020, November 5, 2020 and December 30, 2020, respectively, pursuant to which each of
Xinding Huaqi, Keyuan Shenneng and Jiaxing Jiayao agreed that, so long as it holds any
equity interest in our Company, it shall authorize Mr. Wu to exercise all the voting rights on
its behalf. The agreements shall remain in effect until the earlier of (i) termination upon
mutual consent among the parties, and (ii) the completion of the Global Offering. Our
Company believes such arrangement, which aligns with the prevailing market practice, allows
Mr. Wu to maintain his voting influence in the general meetings during our Company’s private
company phase, ensuring that Mr. Wu is in a position to continually contribute to our
Company with his vision and leadership, and, at the same time, enabling the institutional
investors to maintain direct control over their voting rights after the Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CAPITALIZATION
The table below sets out the shareholding structure of our Company as of the Latest Practicable Date and immediately upon completion
of the Global Offering (assuming the Offer Size Adjustment Option is not exercised):
As of the Latest Practicable Date Immediately upon completion of the Global Offering
Shareholder Number of Shares 1 Shareholding % 2
Number of Unlisted
Shares
Number of
H Shares
Total number of
Shares Shareholding % 2
Co-founders
Mr. Wu3 24,341,740 16.44% 16,227,830 8,113,910 24,341,740 14.98%
Mr. Jiang 3 7,055,560 4.77% – 7,055,560 7,055,560 4.34%
Mr. Zhou 3 3,527,780 2.38% 2,527,780 1,000,000 3,527,780 2.17%
Mr. Peng 3 3,527,780 2.38% 2,527,780 1,000,000 3,527,780 2.17%
Mr. Zhao 2,116,680 1.43% – 2,116,680 2,116,680 1.30%
Initial Shareholders
Beijing Simaju 4 14,111,120 9.53% – 14,111,120 14,111,120 8.68%
Deep Glint 11,677,930 7.89% – 11,677,930 11,677,930 7.19%
Pathfinder SIIs
Xike Angel III Fund 5,110,390 3.45% – 5,110,390 5,110,390 3.15%
Beijing Hard Tech II Fund 1,950,370 1.32% – 1,950,370 1,950,370 1.20%
Shaanxi Big Data Industry Fund 1,729,310 1.17% 1,729,310 – 1,729,310 1.06%
Shanghai SOE Reform Fund 3,249,840 2.20% 3,249,840 – 3,249,840 2.00%
Taizhou Shengsheng 2,015,460 1.36% 2,015,460 – 2,015,460 1.24%
SCGC 1,950,380 1.32% 1,950,380 – 1,950,380 1.20%
Tianjin Hongtu 1,170,230 0.79% – 1,170,230 1,170,230 0.72%
Shanghai Hongtu 390,070 0.26% – 390,070 390,070 0.24%
Liyang Hongtu 390,070 0.26% – 390,070 390,070 0.24%
Changzhou Hongtu 195,040 0.13% – 195,040 195,040 0.12%
CICC Qihong 4,314,230 2.91% – 4,314,230 4,314,230 2.66%
Sophisticated Independent Investors
GF Yunyi 2,305,740 1.56% – 2,305,740 2,305,740 1.42%
GF Xinde Environmental 1,083,700 0.73% – 1,083,700 1,083,700 0.67%
CDBC Manufacturing Fund 3,120,600 2.11% 3,120,600 – 3,120,600 1.92%
Hubei High Quality 2,690,870 1.82% – 2,690,870 2,690,870 1.66%
Bosch Shanghai 2,590,020 1.75% – 2,590,020 2,590,020 1.59%
Xinzhifeng 2,027,720 1.37% – 2,027,720 2,027,720 1.25%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the Latest Practicable Date Immediately upon completion of the Global Offering
Shareholder Number of Shares 1 Shareholding % 2
Number of Unlisted
Shares
Number of
H Shares
Total number of
Shares Shareholding % 2
CITIC Securities Investment 1,345,430 0.91% – 1,345,430 1,345,430 0.82%
Other Pre-IPO Investors
Century Gateway Investment Limited 5,742,770 3.88% – 5,742,770 5,742,770 3.53%
Ningbo Lanting 5,187,920 3.50% – 5,187,920 5,187,920 3.19%
Sinovation Fund III, L.P . 5,065,700 3.42% – 5,065,700 5,065,700 3.12%
Chongke Investment 4,055,450 2.74% – 4,055,450 4,055,450 2.50%
Xinding Huaqi
5 3,740,040 2.53% – 3,740,040 3,740,040 2.30%
Z-Park Longmen 1,950,370 1.32% – 1,950,370 1,950,370 1.20%
Tengyun Yuansheng 1,950,370 1.32% – 1,950,370 1,950,370 1.20%
Beijing Smart Cloud City 1,949,910 1.32% – 1,949,910 1,949,910 1.20%
CAS-Tech Fund I L.P . 1,824,170 1.23% – 1,824,170 1,824,170 1.12%
Jiaxing Jiayao
5 1,820,200 1.23% – 1,820,200 1,820,200 1.12%
Zhen Partners IV (HK) Limited 1,383,450 0.93% – 1,383,450 1,383,450 0.85%
Yusheng Future 1,345,430 0.91% – 1,345,430 1,345,430 0.83%
Xiangjiang Investment 1,299,940 0.88% – 1,299,940 1,299,940 0.80%
Jiangsu Zhongde 1,170,230 0.79% 1,170,230 – 1,170,230 0.72%
Yintai Jiahe 1,152,870 0.78% 1,152,870 – 1,152,870 0.71%
Hengtong Datai 897,170 0.61% – 897,170 897,170 0.55%
Keyuan Shenneng
5 780,150 0.53% – 780,150 780,150 0.48%
Xiamen Oak Forest 780,150 0.53% – 780,150 780,150 0.48%
Liangjiang Innovative Fund 780,150 0.53% – 780,150 780,150 0.48%
Xiamen Datai 390,080 0.26% – 390,080 390,080 0.24%
Qingshan Jiye Fund 350,030 0.24% – 350,030 350,030 0.22%
Wang Yanmin 262,540 0.18% – 262,540 262,540 0.16%
Chen Xuetao 87,490 0.06% 87,490 – 87,490 0.05%
Zhuhai Kangyuan 69,180 0.05% – 69,180 69,180 0.04%
Investors under the Global Offering – – – 14,461,200 14,461,200 8.90%
Total 148,023,820 100% 35,759,570 126,725,450 162,485,020 100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Notes:
1. Representing the number of Shares issued to the relevant Shareholders upon conversion of our Company into a joint stock limited liability company a nd completion
of the Share Subdivision.
2. The percentage figures included in the table have been subject to rounding adjustments. Accordingly, figures shown as totals in the table may not be an arithmetic
aggregation of the figures preceding them.
3. Mr. Wu, Mr. Jiang, Mr. Zhou and Mr. Peng are parties of the Acting-in-Concert Arrangement.
4. Beijing Simaju is the designated shareholding platform for the Pre-IPO Incentive Schemes, of which Mr. Wu (its general partner) holds 61.47% partn ership interest
and Mr. Zhou (its limited partner) holds 20% partnership interest for the benefit of the option grantees under the Pre-IPO Incentive Schemes. The rema ining 18.53%
partnership interest in Beijing Simaju is beneficially held by Mr. Wu.
5. Mr. Wu, Xinding Huaqi, Keyuan Shenneng and Jiaxing Jiayao are parties of the Voting Proxies Arrangement, which will remain in effect until the earli er of (i) their
termination upon mutual consent, and (ii) the completion of the Global Offering.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PUBLIC FLOAT
Rule 19A.13A of the Listing Rules requires that where the expected market value of the
Shares at the time of Listing is over HK$6,000,000,000 but not exceeding HK$30,000,000,000,
the minimum prescribed percentage of the Shares which must be H Shares held by the public
is determined at the higher of: (i) the percentage that would result in the expected market value
of the H Shares held by the public to be HK$1,500,000,000 at the time of Listing; and (ii)
15%.
Based on the Offer Price of HK$60.30, at the time of Listing, (i) assuming the Offer Size
Adjustment Option is not exercised, 162,485,020 Shares are expected to be in issue, such that
the market value of the Shares will be HK$9,797.8 million, and at least 15.3094% of the total
number of issued Shares must be H Shares held by the public; and (ii) assuming the Offer Size
Adjustment Option is exercised in full, 164,654,170 Shares are expected to be in issue, such
that the market value of the Shares will be HK$9,928.6 million, and at least 15.1077% of the
total number of issued Shares must be H Shares held by the public.
Upon Listing, (i) the 9,113,910 H Shares held by Mr. Wu and Mr. Zhou, our executive
Directors; (ii) the 8,055,560 H Shares held by Mr. Jiang and Mr. Peng, our Controlling
Shareholders; and (iii) the 14,111,120 H Shares held by Beijing Simaju, a close associate of
Mr. Wu, will not be considered as part of the public float. The remaining Shareholders,
comprising Mr. Zhao, Deep Glint and all of the Pre-IPO Investors, are Independent Third
Parties and the 80,983,660 H Shares held by them following the completion of the Global
Offering will be counted towards the public float of our Company.
Accordingly, taken into account the 14,461,200 H Shares to be issued pursuant to the
Global Offering which will not be allocated to any core connected person of our Company or
person which is not regarded as a member of the public under Rule 8.24 of the Listing Rules
(assuming the Offer Size Adjustment Option is not exercised), it is expected that 95,444,860 H
Shares, representing 58.74% of the total number of our issued Shares, will be held by the
public, which will satisfy the public float requirement under Rule 19A.13A of the Listing
Rules.
LOCK-UP AND FREE FLOAT
The following Shares will be subject to disposal restrictions pursuant to Rule 18C.14 of
the Listing Rules at the time of the Listing:
Person(s) Capacity
Number of Shares
subject to
restrictions 1
Shareholding
subject to
restrictions 1
Lock-up period commencing on the date of this prospectus and ending on expiry of 12 months from the
Listing Date:
Mr. Wu Co-founder, Chairman, executive
Director and chief executive
officer
24,341,740 14.98%
Mr. Jiang Co-founder 7,055,560 4.34%
Mr. Zhou Co-founder, executive Director,
chief products officer and
deputy general manager
3,527,780 2.17%
Mr. Peng Co-founder, head of innovation
business division and deputy
general manager
3,527,780 2.17%
Mr. Zhao Co-founder 2,116,680 1.30%
Beijing Simaju
2 Close associate of Mr. Wu 14,111,120 8.68%
Lock-up period commencing on the date of this prospectus and ending on expiry of six months from the
Listing Date:
Xike Angel III Fund Pathfinder SII 5,110,390 3.15%
Beijing Hard Tech II
Fund
Pathfinder SII 1,950,370 1.20%
Shaanxi Big Data
Industry Fund
Pathfinder SII 1,729,310 1.06%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Person(s) Capacity
Number of Shares
subject to
restrictions 1
Shareholding
subject to
restrictions 1
Shanghai SOE
Reform Fund
Pathfinder SII 3,249,840 2.00%
Taizhou Shengsheng Pathfinder SII 2,015,460 1.24%
SCGC Pathfinder SII 1,170,230 1.20%
Tianjin Hongtu Pathfinder SII 1,170,230 0.72%
Shanghai Hongtu Pathfinder SII 390,070 0.24%
Liyang Hongtu Pathfinder SII 390,070 0.24%
Changzhou Hongtu Pathfinder SII 195,040 0.12%
CICC Qihong Pathfinder SII 4,314,230 2.66%
Notes:
1. On the basis that 162,485,020 Shares are expected to be in issue immediately following the completion of the
Global Offering and assuming the Offer Size Adjustment Option is not exercised.
2. Beijing Simaju is owned as to (i) 18.53% by Mr. Wu (its general partner) beneficially; and (ii) 61.47% by Mr.
Wu and 20% by Mr. Zhou (its limited partner) for the benefit of the option grantees under the Pre-IPO
Incentive Schemes. As (i) Mr. Wu and Mr. Zhou shall be subject to a lock-up period commencing from the
date of this prospectus and ending on expiry of 12 months from the Listing Date, they undertake that they
will not dispose of their interests in the above partnerships under Rule 18C.14 of the Listing Rules within the
aforementioned lock-up period.
Furthermore, as certain option grantees under the Pre-IPO Incentive Schemes, namely (i) Mr. Zhou and Mr.
Peng; (ii) Mr. Chiang Tsung Che and Mr. Wu Jun, our Directors; and (iii) Mr. Liu Yang, Dr. Zhou Xiaocheng
and Dr. Zhang Dan, our Core R&D Team members, shall be subject to a lock-up period commencing from the
date of this prospectus and ending on expiry of 12 months from the Listing Date, they undertake that they
will not dispose of their interests in the options granted to them as well as the partnership interests to be
transferred to them upon the exercise of their vested options under Rule 18C.14 of the Listing Rules within
the aforementioned lock-up period.
Pursuant to the partnership agreement of Beijing Simaju, any transfer of partnership interest by limited
partners shall be approved by Mr. Wu, as the general partner and the majority holder of the partnership
interest. Mr. Wu will ensure that the lock-up restriction will be effectively enforced in respect of the indirect
interests held by the aforementioned persons as limited partners.
In addition, pursuant to the applicable PRC laws, all existing Shareholders (including
the Pre-IPO Investors) are not permitted to dispose of any of the 35,759,570 Domestic Shares
and the 112,264,250 H Shares held by them within 12 months following the Listing Date.
Rule 19A.13C of the Listing Rules requires that the portion of H Shares 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.
On the basis that no H Shares will be allocated under the Global Offering to any core
connected person of our Company or person which is not regarded as a member of the public
under Rule 8.24 of the Listing Rules, assuming the Offer Size Adjustment Option is not
exercised and based on the Offer Price of HK$60.30, upon completion of the Global Offering
and 4,332,200 Shares to be subscribed by the cornerstone investors (particulars of which are
set out in “Cornerstone Investors”) which will be subject to disposal restrictions during the
period of six months commencing on the Listing Date, it is expected that 10,129,000 H Shares,
which will be all the Offer Shares not being subscribed by the cornerstone investors, with a
market value of approximately HK$610.8 million, will be held by the public and not subject to
any disposal restrictions (whether under contract, the Listing Rules, applicable laws or
otherwise) at the time of the Listing, which will satisfy the free float requirement under Rule
19A.13C of the Listing Rules.
PRC LEGAL COMPLIANCE
Our PRC Legal Advisors have confirmed that, according to applicable PRC laws and
regulations, the equity transfers and changes in the registered capital of our Group set out in
this section have been properly and legally completed and our Group has obtained all
necessary approvals and made all necessary filings, and has complied with applicable PRC
laws and regulations in relation to the changes of shareholdings as set out in this section in all
material respects.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE
Corporate Structure Immediately before the Global Offering
The following chart sets forth our corporate structure immediately before the Global
Offering:
55.17%7.89%9.53% 1.43%2.38%2.38%4.77%16.44%
Mr. Wu Mr. Jiang Mr. Zhou Mr. Peng Beijing Simaju
(PRC)
Deep Glint2
(PRC)
Pre-IPO
Investors
Our Company
(PRC)
100%100%
100%
UISEE
Hong Kong
(Hong Kong)
UISEE
Singapore
(Singapore)
100% 100% 100%100%100%100%93.02%
UISEE
Beijing
(PRC)
UISEE
Chongqing3
(PRC)
UISEE
Shanghai
(PRC)
UISEE
Shenzhen
(PRC)
UISEE
Zhejiang
(PRC)
UISEE
Tianjian
(PRC)
UISEE
Wuhan
(PRC)
Yujia
Zhejiang
(PRC)
100%
Mr. Zhao
UISEE
Qatar
(Qatar)
100%
UISEE
Yizhi
(PRC)
Controlling Shareholders1
Notes:
1. Mr. Wu, Mr. Jiang, Mr. Zhou and Mr. Peng are parties of the Acting-in-Concert Arrangement. In
addition, Mr. Wu is the general partner of Beijing Simaju. Accordingly, Mr. Wu, Mr. Jiang, Mr. Zhou,
Mr. Peng and Beijing Simaju will be a group of Controlling Shareholders under the Listing Rules.
2. Deep Glint is listed on the STAR Market of the Shanghai Stock Exchange (stock code: 688207).
3. The remaining 6.98% equity interest in UISEE Chongqing is owned by UISEE Tianjin Management.
Corporate Structure Immediately after the Completion of the Global Offering
The following chart sets forth our corporate structure immediately after the completion
of the Global Offering (assuming the Offer Size Adjustment Option is not exercised):
14.98%  4.34%  2.17%    2.17%  1.30%  8.68%  7.19% 50.26% 8.90%
UISEE
Hong Kong
(Hong Kong)
UISEE
Singapore
(Singapore)
100%100%
100% 100% 100% 100% 100% 100%93.02% 100%
Mr. Wu Mr. ZhaoMr. Jiang Mr. Zhou Mr. Peng Beijing Simaju
(PRC)
Deep Glint2
(PRC)
Pre-IPO
Investors3
Investors
under Global
Offering
Our Company
(PRC)
UISEE
Beijing
(PRC)
UISEE
Chongqing4
(PRC)
UISEE
Shanghai
(PRC)
UISEE
Shenzhen
(PRC)
UISEE
Zhejiang
(PRC)
UISEE
Tianjian
(PRC)
UISEE
Wuhan
(PRC)
Yujia
Zhejiang
(PRC)
100%
UISEE
Qatar
(Qatar)
Controlling Shareholders1
100%
UISEE
Yizhi
(PRC)
Note:
See notes in “— Corporate Structure — Corporate Structure Immediately before the Global Offering” above.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 140 ---
OVERVIEW
We are a provider of autonomous driving solutions specializing in driverless L4
technology in Greater China. We are currently focused on commercial vehicles in closed
scenarios especially at airports and factories, while our solutions are all-scenario, having been
applied to both open and closed scenarios featuring logistics, operation and mobility vehicles,
and encompassing autonomous driving levels from L2 to L4. In particular, our market share
among the L4 autonomous driving solutions market for commercial vehicles in closed
scenarios in terms of revenue in 2025 in Greater China is 3.1% according to Frost & Sullivan.
In 2023, 2024 and 2025, 99.6%, 98.6% and 99.0% of our revenue was generated from the
Chinese Mainland and Hong Kong. Our market position is underpinned by:
• ranking as No.1 L4 autonomous driving solutions provider for commercial
vehicles in both airport scenario and factory scenario in Greater China in terms
of revenue in 2025 with the respective market share of 90.5% and 31.7%,
dedicated to advancing our research and application across a wide range of
closed and open scenarios;
• being the only provider worldwide to have created L4 autonomous driving
solutions for airports in large-scale commercial operations, meeting the highest
international safety standards;
• offering cost-effective expansion across diverse application scenarios through
coverage of both passenger and commercial vehicles, leveraging our technology
foundation, industry data, know-how and a wide range of standardized
autonomous driving vehicles and kits covering a variety of application scenarios
we have developed;
• serving a blue-chip customer base, including 35 Fortune China and Global 500
companies, as a testament to the high recognition of our autonomous driving
solutions among leading and reputable enterprises across industries.
Over the years, we have been devoted to the R&D, evolution and innovation of L4
autonomous driving solutions, and our endeavors in R&D resulted in significant
accomplishments, evidenced by a proven history of in-house development of core
technologies that cover our vehicle- and cloud-based AI capabilities and safety framework,
multiple iterations of our U-Drive
® systems and solutions expanded into new scenarios and
sectors, intellectual properties creation and industry recognitions.
We successfully completed the Hong Kong International Airport (“ HKIA ”)
autonomous logistics project, and started to deploy autonomous driving vehicles at HKIA
eight years ago, paving the way for its transition to driverless operations. This required close
collaboration with HKIA and substantial efforts to meet the airport’s exceptionally high
safety standards. Since then, we have maintained a stable business relationship with HKIA
and have been providing HKIA with additional vehicle types and related services to meet their
evolving business needs. Leveraging our proven success at HKIA, we have secured business
opportunities to implement autonomous driving solutions at other airports. Our deployment
and implementation timeline has been significantly shortened from three years at a major
international airport in Northwestern China to one and half years for Singapore Changi
Airport. In case of HKIA, our deployment and implementation timeline shortened from
approximately two years for 2019 to one year at 2023, and further to just 0.5 years for 2025. At
the same time, we have developed our technology, documentation and business processes in
strict compliance with international standards since our inception, enabling seamless and
immediate global deployment of our autonomous driving solutions.
Our core offerings include autonomous driving solutions that serve corporate
customers such as airports, factories, as well as commercial and passenger car manufacturers.
These solutions include commercial vehicles equipped with L4 autonomous driving
capabilities, autonomous driving kits, software solutions, and leasing services. Our L4
vehicles are designed to operate without standby safety drivers, enabling driverless
functionality in applicable scenarios. By enabling the deployment of autonomous driving in
diverse environments—from closed scenarios to open operations—we empower our business
partners with tailored, industry-specific commercial applications.
BUSINESS
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--- page 141 ---
Since our inception, we have been dedicated to providing AI-empowered autonomous
driving solutions, with a particular focus on closed scenarios such as airports, factories, ports
and mining areas, and open scenarios such as logistics, bus, and other domains. We also strive
to expand our autonomous driving solutions across various other industry verticals and
scenarios. Our L4 autonomous driving technology is designed to tackle human resource
shortages and overcome challenges posed by complex operational conditions and harsh
environments. Key application areas include:
• Airports: We are the only provider worldwide to have created L4 autonomous
driving solutions for airports in large-scale commercial operations, according to
Frost & Sullivan. We have successfully implemented autonomous electric tractors
(“ AETs ”), autonomous shuttle buses (“ ASB ”) and autonomous patrol cars
(“APCs ”) and related software and hardware to realize driverless baggage and
cargo towing, shuttle and patrol services at HKIA. The success of the HKIA
project and our long-standing relationship with HKIA demonstrates our ability
to deliver autonomous driving solutions that meet the stringent safety and
technical standards of international airports. As of the Latest Practicable Date,
we had commenced collaboration with 17 airports in China, three overseas
airports, and been in exploration of collaboration with four airports in China and
globally, establishing a strong presence in the airport transportation sector and
showcasing the scalability and adaptability of our solutions and services. The
revenue from airports scenario accounted for 71.2%, 58.7% and 38.9%,
respectively, of our revenue from autonomous driving vehicle solutions and
autonomous driving vehicle leasing services in aggregate in 2023, 2024 and 2025.
Our revenue from autonomous driving kit solutions and autonomous driving
software solution cannot be broken down by application scenarios as the relevant
products are universally applicable on different application scenarios, and the
actual end use is beyond our control or knowledge after their delivery to the
customers.
• Factories: We provide end-to-end autonomous logistics solutions that enable
autonomous delivery of raw materials, samples, parts, semi-finished goods,
finished goods from indoor to outdoor, and from outdoor to indoor, evolving
from controlled factory environments to open-road applications. For indoor
operations, our autonomous vehicles can operate without GPS using scenario
memory. For outdoor operations, our autonomous vehicles can operate in mixed
traffic and all-weather conditions. According to Frost & Sullivan, in 2025, we
were the largest L4 autonomous driving solutions provider to provide
autonomous driving solutions enabling both indoor and outdoor autonomous
operation in factory scenario, which required a great deal of industry experience
and data through solving many difficult corner cases. Our solutions and services
cover various industries, including automotive, chemical, photovoltaic, and
lithium battery manufacturing. The revenue from factories scenario accounted
for 22.2%, 25.8% and 21.4%, respectively, of our revenue from autonomous
driving vehicle solutions and autonomous driving vehicle leasing services in
aggregate in 2023, 2024 and 2025. Our revenue from autonomous driving kit
solutions and autonomous driving software solution cannot be broken down by
application scenarios as explained above.
• Other Scenarios : Beyond airports and factories, where we already offer an
all-in-one autonomous driving vehicle solutions, we have been expanding the
application scenarios of our autonomous driving solutions to cities, ports, mines,
farms and ranches with our autonomous driving kit solutions.
In Chinese Mainland, Hong Kong and other overseas countries such as Singapore,
outdoor operations in closed scenarios are generally not subject to regulatory restrictions;
while those in open scenarios are subject to approvals or licenses by the regulatory authorities,
which shall be obtained by the operating entities, i.e. our customers. Our legal department has
been closely monitoring the regulatory requirements in the countries and regions we operate,
and we did not encounter any non-compliance incidents in this regard during the Track
Record Period and up to the Latest Practicable Date.
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Our autonomous driving solutions have been developed to comply with international
standards from the outset, with a design focus on zero-latency for global expansion. As one of
the earliest autonomous driving companies to embrace the Belt and Road Initiative and
pursue globalization according to Frost & Sullivan, we have been in collaboration with HKIA
since 2018. Our solutions and services for airport scenarios have since expanded to top
international airports, including Singapore Changi Airport and a major international airport
in Qatar. Additionally, our driverless urban buses, delivery, and patrol cars have reached
countries and regions such as Singapore, Qatar, the United Arab Emirates, and Saudi Arabia.
With a large number of benchmark clients in autonomous driving deployment scenarios in
China, we are the first startup to promote and achieve commercial-scale deployment of
autonomous driving solutions tailored for both airport and factory use cases, according to
Frost & Sullivan.
As of the Latest Practicable Date, our total driverless autonomous driving mileage had
reached approximately 9.2 million kilometers. Over nine years of continuous innovation, we
have developed a range of driverless, high-security, multi-scenario and non-stop operating
autonomous driving solutions. As of the Latest Practicable Date, our solutions and services
were deployed across 249 customers spanning across six countries and regions, including 35
Fortune China and Global 500 companies. As of the Latest Practicable Date, we have
developed and launched 52 types of vehicles that can be used in a wide range of scenarios. Our
revenue experienced rapid growth from RMB161.4 million in 2023 to RMB265.5 million in
2024, and further to RMB328.3 million in 2025, representing a CAGR of 23.6%. Our gross
profit margin was 48.8%, 43.7% and 51.1% in 2023, 2024 and 2025, respectively. According to
Frost & Sullivan, our gross profit margin in 2025 were higher than most PRC-based
autonomous driving solutions providers listed on a major exchange in Hong Kong or the U.S.
We have seen significant growth in both our customer base and revenue, demonstrating the
expanding adoption and success of our technology across diverse industries. Capitalizing on
our early-mover position in the airport industry, we have built a strong competitive edge by
accumulating large amounts of scenario-specific operational data, such as autonomous
vehicle sensor data, traffic behavior data, failure cases, and performance logs. This foundation
has enabled us to consolidate our leadership position and create long-term value.
Our Business and Revenue Models
Our autonomous driving solutions are primarily deployed on commercial vehicles and
passenger cars. We design and outsource the manufacturing of various vehicles such as
tractors, buses, trucks, and passenger cars/pickup trucks to vehicle manufacturers, and deploy
vehicle brain hardware that is empowered with our proprietary autonomous driving system,
U-Drive
®, at our warehouse, assembly and testing center in Jiaxing, Zhejiang. Our
autonomous driving solutions include (i) autonomous driving vehicle solutions; (ii)
autonomous driving kit solutions; (iii) autonomous driving software solutions; and (iv)
autonomous driving vehicle leasing services.
Autonomous Driving V ehicle Solutions
Our autonomous driving vehicle solutions is an all-in-one solutions which combines
our driverless, all-weather commercial vehicles with a customizable combination of
standardized components of L4 autonomous driving functions to meet our corporate
customers’ specific business needs. These commercial vehicles are equipped with various L4
autonomous driving functions. Our commercial vehicles are primarily used to address
material and passenger transportation needs arising in scenarios including airports and
factories, enabling functions of intelligent dispatching, remote monitoring, battery power
monitoring, battery management, strict safety mechanism, automatic recharging, and
real-time status display/transmission.
Our commercial vehicles are already in use by major airport operators like HKIA,
Singapore Changi Airport, and Guangdong Airport Authority Logistics Co., Ltd. We also
serve a dozen China leading car manufacturers and logistics service providers for car
manufacturers, as well as a number of valued customers which are multinational or China
leading chemical companies and telecom companies, helping them realize driverless logistics
in their manufacturing facilities to reduce labor costs while increasing logistics efficiency.
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For each transaction, customers typically make payment upon signing of contracts,
payment upon delivery and acceptance of our vehicles, monthly installments, and/or payment
by the end of the warranty term. In 2023, 2024 and 2025, we generated revenue of RMB96.3
million, RMB146.6 million and RMB195.2 million, respectively, from our provision of
autonomous driving vehicle solutions.
Autonomous Driving Kit Solutions
We offer autonomous driving kit solutions to corporate customers, commercial vehicle
manufacturers or passenger car manufacturers. Our autonomous driving kit solutions is an
all-in-one solutions which includes either our L4 autonomous driving kits consisting of
comprehensive hardware and software systems that add autonomous driving capabilities to
our customers’ vehicles or L2+ autonomous driving kits that enable vehicles with a series of
autonomous navigation, following and parking functions to passenger car manufacturers and
commercial vehicle manufacturers, and related autonomous driving services such as
deployment service, technological maintenance service and software update service.
Our L4 autonomous driving kits are a complete kit that includes both vehicle brain and
sensor set of an autonomous driving vehicle, but without the vehicle body. It consists of
essential hardware components and software components that enable our customers’ vehicles
to operate autonomously. We have also expanded into new applications in areas like electrical
substations, underground mines, and pig farms to further expand our market reach. These kits
have been primarily supplied to companies seeking technology innovations, such as a
China-based global leader in the hog farming industry.
Besides, we offer L2+ autonomous driving kits to passenger car manufacturers. These
L2+ autonomous driving kits enable features like adaptive cruise control, lane-keeping assist,
blind zone detection, and automated parking, which are currently sufficient for passenger
cars. We have historically served customers in the passenger car sector including companies
such as a leading NEV manufacturer in Southwest China.
For each transaction, customers typically make payment upon signing of contracts,
payment upon delivery and acceptance of our kits, monthly installments, and/or payment by
the end of the warranty term. In 2023, 2024 and 2025, we generated revenue of RMB27.4
million, RMB48.7 million and RMB10.5 million, respectively, from our provision of
autonomous driving kit solutions.
Autonomous driving software solutions
We provide our corporate customers, commercial vehicle manufacturers and passenger
car manufacturers with autonomous driving software solutions, which primarily include
software development services on a project-by-project basis, where we tailor-make
autonomous driving software, such as L2 and L4 autonomous driving modules,
comprehensive AI data infrastructure, cloud brain software, and software tools, that meet our
corporate customers’ specific requirements. We are able to upgrade the software’s functions
and performance at customers’ requests, charging them separately.
For each transaction, customers make payments upon signing of contracts, delivery and
acceptance of the software developed, and/or in rare cases where there is a warranty period,
by the end of the warranty term. In 2023, 2024 and 2025, we generated revenue of RMB34.4
million, RMB67.5 million and RMB121.3 million, respectively, from our provision of
autonomous driving software solutions.
Autonomous Driving V ehicle Leasing Services
Subject to the needs of our corporate customers and as part of our efforts to gain new
customers, we also provide leasing services of our commercial vehicles with various L4
autonomous driving functions to a small number of credit-worthy corporate customers as a
try-before-you-buy option and receive monthly rental payments. Our corporate customers can
use our autonomous driving vehicles for a certain period of time before purchasing our
autonomous driving vehicle solutions. In 2023, 2024 and 2025, we generated revenue of
RMB3.3 million, RMB2.7 million and RMB1.3 million, respectively, from lease of
commercial vehicles.
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Our R&D and Technologies
The entire autonomous driving operating platform consists of a vehicle brain and a
cloud brain. The vehicle brain is the AI driver, which consists of software, i.e. our U-Drive ®
system, and hardware, i.e. autonomous driving domain controllers. The cloud brain consists
of a series of cloud-based management systems, covering operational, maintenance and R&D
functions.
Our U-Drive
® system is an autonomous driving system with high cross-scenario
expansion capability, covering L2+ for passenger cars to L4 for commercial vehicles used in
mobility, logistics and operations, realizing driverless, all-weather operation from closed
scenarios to open roads, and is the only one in the world that meets the most stringent safety
and all-weather business continuity standards at airports and withstands the test of the most
complex traffic scenarios in China according to Frost & Sullivan.
Our U-Drive
® system has evolved into five versions. Based on its highly replicable
algorithm libraries, hundreds of scenario parameter templates, dozens of vehicle/sensor
configuration templates, and a highly automated, adaptive delivery toolchain, our U-Drive
®
system has supported a total of three major types, six subtypes of vehicles and 52 vehicle
models, deployed more than 1,000 sets of L4 autonomous driving vehicles or kits, and has
achieved, in total, approximately 9.2 million kilometers of driverless, all-weather operation as
of the Latest Practicable Date. According to Frost & Sullivan, with regard to the airport
scenario, we had the largest number of corporate customers and the largest number of
overseas shipments of our autonomous driving vehicles in the world as of December 31, 2025.
We have successfully reduced the cost of developing new models and the cost of deploying new
application scenarios substantively. The latest version of our U-Drive
® system will evolve to
the default-bottomline-guardian three-model system, which can combine enhanced learning,
end-to-end, visual-language model (“ VLM”), and visual-language-action model (“ VLAM ”).
As of the Latest Practicable Date, the visual-language-action model based on vehicle-cloud
collaboration had already been applied in real projects.
Our domain controllers cover high-end and highly domestically produced series, and
supports different application scenarios ranging from L2+ (10 tera operations per second
(“TOPS”)) to L4 (1,000 TOPS) autonomous driving. Our cloud brain can be regarded as the
manager of AI drivers including operation (scheduling and managing AI drivers),
maintenance (ensuring proper operation of AI drivers), and training (continuously upgrading
AI drivers based on the algorithm-data closed loop). We have built a 24/7 cloud-based
comprehensive maintenance system to ensure that the service performance level required by
the customer can be met under any extreme conditions without business interruption at low
operational cost.
We recognize the critical role of R&D in driving our growth. Our autonomous driving
system platform serves as a robust technological foundation, enabling us to conduct future
R&D with significantly reduced marginal costs. Our R&D expenses in 2023, 2024 and 2025
were RMB184.4 million, RMB196.4 million and RMB233.7 million, respectively. As of
December 31, 2025, a majority of our R&D team members hold a master’s or higher degree.
As of the Latest Practicable Date, we were granted 661 patents and filed 217 patent
applications in the PRC, Europe, the U.S., and South Korea, among others. As of the same
date, we had 75 software copyrights registered in the PRC. See “— Intellectual Property” for
more details.
Our Awards and Recognitions
Since establishment, we have received multiple prestigious awards, including Forbes
China’s Most Innovative Growth Enterprise, Fortune China’s Most Socially Influential
Startup, and KPMG China’s Top 50 Leading Automotive Technology Company. We were also
recognized by Hurun Report as a Global Unicorn Enterprise and China Star Market as a
Good Science and Technology Innovation Company. In addition to these accolades, we were
awarded the National Key Specialized and New Small Giant Enterprise title in 2021, and our
R&D and industrial application project of key technologies of autonomous driving in
regional logistics transportation won the second prize at the Beijing Science and Technology
Progress Award in 2022. For more details, see “— Awards and Recognition.”
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Industry Opportunities
Global Autonomous Driving Market for Commercial V ehicles and Passenger Cars
The global L4 autonomous driving market for commercial vehicles in closed scenarios
is experiencing significant growth. In 2021, the market size was valued at RMB2.0 billion,
which expanded to RMB10.3 billion in 2025, with a projected further growth from RMB19.7
billion in 2026 to RMB110.1 billion by 2030, representing a CAGR of 53.8% from 2026 to
2030, according to Frost & Sullivan. Furthermore, autonomous driving passenger cars have
become popular worldwide in recent years. The global sales volume of autonomous driving
passenger cars reached 58.1 million in 2025, among which advanced driving assistance system
(“ADAS”) passenger cars accounted for 98.3%, according to Frost & Sullivan. By 2030, the
global sales volume of autonomous driving passenger cars is expected to reach 82.2 million
according to the same source.
Greater China Autonomous Driving Market for Commercial V ehicles and Passenger Cars
According to Frost & Sullivan, the market of Greater China’s L4 autonomous driving
solutions for commercial vehicles in closed scenarios has seen a remarkable expansion, with
the market size growing from RMB0.9 billion in 2021 to RMB5.8 billion in 2025, representing
a CAGR of 59.3%. The market size is expected to reach RMB53.5 billion in 2030, representing
a CAGR of 52.1% from 2026 to 2030. According to Frost & Sullivan, the sales volume of
autonomous driving passenger cars was 26.0 million in 2025, among which ADAS passenger
cars accounted for more than 97.6% among Greater China’s market. By 2030, the sales volume
of autonomous driving passenger cars is expected to reach 49.5 million in Greater China
according to the same source.
Global L4 Autonomous Driving Solutions Market for Commercial V ehicles in the Airport and
Factory Scenarios
The market size of global L4 autonomous driving solutions for commercial vehicles in
the airport scenario has grown from RMB27.1 million in 2021 to RMB158.0 million in 2025,
with a CAGR of 55.4% from 2021 to 2025. In the future, the market size is expected to reach
RMB3,506.7 million in 2030, representing a CAGR of 91.7% from 2026 to 2030. According to
Frost & Sullivan, as the concept of smart factories and smart manufacturing continues to
spread, the market size of global L4 autonomous driving solutions for commercial vehicles in
factory scenarios attained RMB255.5 million in 2025 and is expected to achieve RMB4,210.5
million in 2030, with a CAGR of 73.4% from 2026 to 2030.
See “Industry Overview” for more details of market size, growth drivers and future
trends of the autonomous driving markets in China and globally.
OUR COMPETITIVE STRENGTHS
Early mover in realizing large-scale autonomous driving operations in airports
According to Frost & Sullivan, we are the only autonomous driving solutions provider
in the world to realize large-scale autonomous driving operations in airports. Since our
inception, we have been developing autonomous driving systems in accordance with
international standards, enabling seamless and immediate global deployment of our
autonomous driving solutions. Our autonomous driving solutions are designed according to
extremely high safety standards, supporting uninterrupted operation in all weather
conditions. We have made significant investment to develop more than 100 versions of
software and address over 9,600 corner cases. We had accumulated over 4.6 million kilometers
of real-world operation data in airport scenarios as of the Latest Practicable Date, creating
the world’s largest autonomous driving database for airports. This database encompasses over
3,200 long-tail scenarios, including management of diverse airport devices and right-of-way,
temporary road maintenance.
In 2018, we began working with HKIA to deploy autonomous driving vehicles at
commercial scale, marking one of the earliest known applications of such technology in a
major international airport. After a comprehensive evaluation and testing of solutions and
services, we stood out from the fierce competition with other robust autonomous driving
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solutions providers from around the world, winning the milestone project through our shared
vision with HKIA. With operational mileage exceeding 3.6 million kilometers as of the Latest
Practicable Date, this project has covered multiple business scenarios and models, including
automated baggage handling, passenger shuttles, and cargo transportation. The project’s
success has been a significant competitive advantage for us, demonstrating our ability to
provide autonomous driving vehicles across diverse, complex environments. According to
Frost & Sullivan, we are the only provider worldwide to have created L4 autonomous driving
solutions for airports in large-scale commercial operations. This commercial engagement with
HKIA has led to collaborations with additional airports, further solidifying our position as a
leader in the autonomous driving field for airport scenarios. As of the Latest Practicable Date,
we had commenced collaboration with 17 airports in China, three overseas airports, and been
in exploration of collaboration with four airports in China and globally, establishing a strong
presence in the airport transportation sector and showcasing the scalability and adaptability
of our solutions and services. Compared to other companies offering autonomous driving
solutions for airports, our vehicles stand out for their better scalability, faster deployment,
and comprehensive integration with existing airport infrastructure. By leveraging our unified
U-Drive
® system, we can quickly adapt to the specific requirements of each airport, offering
qualified vehicles that enhance operational efficiency and passenger experience. Moreover,
our fully domestically developed technology provides a competitive edge in terms of
cost-effectiveness and long-term sustainability, ensuring that our vehicles meet the unique
demands of the aviation industry. Starting from airports, we are then expanding our customer
base to other types of customers.
The extensive data and experience gained from our real-world operations have fortified
our technical expertise and given us a strong competitive edge, making us the leader in
autonomous driving for airport and factory autonomous logistics. Additionally, our market
recognition and leadership among customers in key transportation hubs like airports serve as
a testament to the high quality of our technology, solutions and services. This strengthens our
ability to attract new clients in other sectors, earn their trust in our technology, and expand
into additional application scenarios, further consolidating our market position. As an
industry leader, we are also able to form closer partnerships with upstream suppliers, jointly
exploring and developing new business models and solutions and services to meet the evolving
needs of downstream customers. Our leadership enables us to contribute positively to the
formation of industry standards and policy, ensuring that our solutions and services are well
positioned to adapt to future developments.
Furthermore, the switching costs associated with adopting new L4 autonomous driving
solutions are particularly high in the commercial vehicle sector. We have made substantial
capital investment, accumulated R&D and testing efforts, and incurred relevant costs and
expenses, while commercial operators such as airports and factories have made significant
investments in their current vehicle fleets and related infrastructure and incurred testing costs
as well. Switching to a new autonomous driving solutions involves not only the cost of new
equipment but also the costs of testing the new technology, replacing our cloud brain and
related system software, migrating data, training personnel, and other related expenses. These
high switching costs create market stickiness for us, further raising the barriers for new
entrants.
Comprehensive coverage of autonomous driving solutions for passenger and commercial vehicles
powered by an all-scenario autonomous driving operating system based on a unified technology
foundation
Our self-developed all-scenario autonomous driving operating system, U-Drive
®
system, enables the rapid replication and large-scale customization of autonomous driving
solutions and services across various vehicle categories and application scenarios, achieving
comprehensive industry and scenario coverage. By leveraging our U-Drive
® system, the most
critical part of the vehicle brain, we are able to efficiently develop and deploy autonomous
vehicle solutions and services that cater to a wide array of use cases. The underlying platform
technology and infrastructure facilitate faster and higher-quality applications across diverse
industries, significantly shortening development cycles and improving scalability. Since the
development of our U-Drive
® system, we have expanded our solutions and services, utilizing
the unified technology to cover various types of passenger and commercial vehicles, including
buses, distribution vehicles, patrol cars, retail vans, sanitation trucks, and even specialized
vehicles for industries like electrical substation operations and agriculture. The flexibility of
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the U-Drive ® system allows us to deliver customized solutions that meet the specific needs of
these industries, ensuring that the same underlying technology can be efficiently applied to
vastly different use cases.
Our autonomous driving solutions cover both passenger cars and commercial vehicles
including buses, logistics vehicles, and operations vehicles and are deployed across closed
scenarios such as airports and factory parks, as well as open scenarios such as city buses,
logistics and distribution, patrol, and sanitation. Powered by a unified and scalable
autonomous driving operating system, our solutions support L2 to L4 levels of autonomous
driving and enable all-scenario generalization across a wide range of industries, including
automotive, heavy industry, chemical, photovoltaic and lithium battery, food and beverage,
pharmaceutical, tobacco, electricity, and animal husbandry. We strive to create an open
collaborative ecosystem and have established partnership with six major commercial vehicle
manufacturers to develop L4 autonomous driving kits for buses and trucks of various sizes
and features as of the Latest Practicable Date. Through collaboration with different
commercial vehicle manufacturers, we can quickly develop autonomous driving kits for new
application scenarios and industries.
Strong R&D and engineering capabilities in both autonomous driving-related algorithms and
systems
We have self-developed our autonomous driving operating system and core
technologies, which form the backbone of our autonomous driving solutions. We are
committed to protecting our autonomous driving operating system and core technologies for
which we have been granted 661 patents and have filed 217 patent applications in the PRC,
Europe, the U.S., Hong Kong, and South Korea, among others, as of the Latest Practicable
Date. We were awarded the prize of “Winning Entity” in the first Artificial Intelligence
Industry Innovation Challenge by the MIIT as our U-Drive
® system excelled in the
“Autonomous Driving Operating System” category, and our R&D and industrial application
of key technologies of autonomous driving in regional logistics transportation won the
second prize of Beijing Science and Technology Progress Award. We have also been entrusted
with significant projects, such as the MIIT’s AI and real economy integration innovation
project, the “Strategic Science & Technology Innovation Cooperation” Hong Kong, Macau,
and Taiwan key specialized program, as well as a number of major science and technology
R&D projects in Beijing and Shanghai.
As a Beijing Enterprise Technology Center, we have participated in several international
competitions, winning multiple championships, and have published 14 papers in leading
journals. Notably, we ranked the first in the KITTI 3D object detection benchmark and the
semanticKITTI benchmark — panoptic segmentation; and secured first place in the NeurIPS
2021 panoramic segmentation — nuScenes challenge held by the Neural Information
Processing Systems Foundation, and the ICRA 2024 RoboDrive Challenge Trac k3—R o b u s t
Occupancy Prediction held by the IEEE Robotics and Automation Society. We have also
obtained various international qualification certificates such as ISO 9001, ISO 26262, ISO
27001, international automotive task force 16949 (“ IATF 16949 ”) certifications.
Autonomous driving capabilities that achieve scalable commercialization with driverless
operation, 24/7 all-weather capability, and optimized operational costs
Leveraging our robust autonomous driving capabilities, we have made the following
achievements:
• Approximately 9.2 million kilometers of verified driverless autonomous driving
mileage as of the Latest Practicable Date.
• The all-weather, 24/7 capability of our autonomous operating system ensures safe
operation in extreme conditions such as torrential rain, blizzards, dense fog, and
dust storms. Our system can also maintain functionality during network
instability or outages and can instantly failover or recover from cloud outages,
ensuring that key customers’ service performance requirements for uninterrupted
operations are met.
• In the scenarios of our key customers, we noted that each AI driver may replace
3.5 human drivers with a 99.8% system availability, measured by the number of
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times an order is correctly received divided by the total number of orders, or the
number of vehicles that can participate correctly in a given unit of time divided
by the total number of vehicles.
• We have developed a seamless and cost-optimized maintenance system where
each back-end support specialist can manage more than 100 vehicles.
A suite of well-known customers and collaborators as well as reputable investors
We have well-established, long-term, mutually beneficial relationships with our
customers. We have been serving and collaborating with high-profile customers, including 35
Fortune China and Global 500 companies, in particular, HKIA, and a number of market
leaders in car manufacturing and chemical industries since our inception. Our strong,
diversified shareholder network has also provided significant momentum for our
development, positioning us for growth in the autonomous driving sector. Strategic investors,
such as Dongfeng Asset Management and Bosch Shanghai, have supported us in securing key
resources and shaping our strategic direction. State-owned capital investors, including CDBC
Fund Management, and other strategic investors such as CICC, have strengthened our capital
and credit. Local government-guided funds like SCGC and Shanghai Guosheng have provided
critical support for our business expansion. Additionally, financial investors such as HongTai
TongChuang, Advantech Capital and Sinovation Ventures have boosted our visibility and
market recognition, accelerating our growth. Our well-known customers as well as reputable
investors not only provide ample resources, capital or otherwise, to our operations and
growth, but also strengthen our brand name, reliability, and ability to obtain future
opportunities through their global, strong network and word-of-mouth referrals.
Our visionary senior management team and talented key employees with scientific expertise
Led by our Co-founder, Chairman, executive Director and chief executive officer Mr.
Wu Gansha, who has extensive experience in the autonomous driving industry, our core
management team brings vision and extensive experience from academia and industry to us.
Our management team encompasses all essential functions, including R&D design,
production and manufacturing, marketing, and service support. Committed and passionate
about our mission and vision, our team’s values and ethos are strongly aligned with the
corporate culture.
In particular, executive Director and chief executive officer Mr. Wu is the former
general manager and the chief engineer at Intel (China) Research Centre Co., Ltd. (तဧ
ʮ̡ )( “ Intel ”). He led Intel’s long-term strategic planning in big data
technology. Mr. Wu is currently a member of several government and industry committees
and organizations, a special advisor to the Beijing Municipal People’s Government, and a
member of the Beijing Autonomous Driving Vehicle Road Testing Expert Committee ( ̏ԯ̹
ึ ). He also serves as a director of the China Electric Vehicle Hundred
People’s Association ( ʕ਷ཥਗӛԓϵɛึ ), a director of the China Electronics Society ( ʕ਷
ཥɿኪึ ), an executive member of the China Digital Economy Hundred People’s Association
(ʕ਷ᅰο຾᏶ϵɛึ ), and a distinguished member of the China Computer Federation ( ʕ਷
ၑዚኪึ ).
Additionally, Mr. Wu holds significant roles such as deputy director of the Intelligent
Vehicle Working Committee of the Chinese Automation Society ( ʕ਷Іਗʷኪึ౽ঐԓʈЪ
ึ), a director of the China Artificial Intelligence Society ( ʕ਷ɛʈ౽ঐኪึ ), member
of the Internet of Vehicles Committee of the China Communications Society (ኪึ
ԓᑌၣਖ਼։ึ ), and vice chairman of the China Chapter of the Association for Computing
Machinery Special Interest Group on Artificial Intelligence (ACM SIGAI) (ၑዚኪึ
ɛʈ౽ঐतйጳሳଡ଼ ). He has earned a number of industry honors, including AI Golden
Goose Award (AIඨᆤ) and AI Leader Award (AIᆤ ) in 2024. As an inventor, Mr.
Wu has applied for eight patents in China and 51 patents worldwide and has published 29
research papers. His research primarily focuses on autonomous driving and data processing.
In 2016, he founded our Company with a vision to position it as a leader in autonomous
driving, specifically in the field of autonomous logistics within airports and factories. Mr. Wu
graduated from Fudan University ( ూ͇ɽኪ ) in the PRC with a bachelor’s degree and a
master’s degree in computer science and engineering in July 1997 and July 2000, respectively.
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For additional information on our management team and key employees, see “Directors
and Senior Management.”
In addition, our key employees hail from well-known academic and research institutes,
autonomous driving companies, and financial institutions. As of December 31, 2025,
approximately 146 employees within our global team hold a master’s degree or above in
various fields, including computer science, software engineering, electrical engineering and
automation, automotive engineering, and mechanical design and theory, and approximately
14 employees had been recognized as “Beijing young science and technology leading talent”
under the Y oung Science and Technology Leading Talent Cultivation Funding Program (ϋ
ɛʑ੃ቮ༟пਖ਼ධ ), while two core engineers had been recognized as members of
Forbes 30 under 30.
OUR STRATEGIES
Continue to increase R&D investment to drive technological innovation and breakthroughs
We have already deployed autonomous driving solutions across multiple sectors,
including passenger cars, ASBs, autonomous logistics, and city solutions. Moving forward, we
will continue to strengthen our investments in innovation, optimizing autonomous driving
algorithms to enhance the accuracy and reliability of perception, localization, prediction,
decision-making, planning and control. Our goal is to drive efficient adaptation of
autonomous driving technology to various scenarios, reducing the marginal cost of
innovation and breakthroughs for new vehicle models and scenarios while lowering the cost
per vehicles or kits.
We plan to further increase our investment in technology, enhancing the replicability of
our autonomous driving operating system, especially U-Drive
®. We have completed the
optimization of U-Drive ® 5.0, which is universal autonomous driving model, and have
deployed it in a batch of vehicles models. The total development expenditure for U-Drive ® 5.0
amounted to RMB117.4 million. We are currently developing our U-Drive ® 6.0 and U-Drive ®
7.0. We expect U-Drive ® 6.0 and U-Drive ® 7.0 to solve problems in the most complex
scenarios in the long run. Specifically:
• From 2025 to 2026: Universal Autonomous Driving 6.0. By expanding the model
scale of VLM, improving world cognition, and constructing a world model for
autonomous driving, U-Drive
® 6.0 will address issues of broad-spectrum
versatility and corner case non-convergence. It can run on domain controllers
with 500 TOPS of computing power, or through vehicle-cloud collaboration for
the application in relatively low-speed scenarios. As of the Latest Practicable
Date, we have completed prototype development the vehicle-cloud collaborative
VLM, which can accurately understand rare long-tail scenarios and provide
decision-making assistance in autonomous driving, and are currently developing
vehicle-deployable VLM. We expect the total development expenditure for
U-Drive
® 6.0 to be approximately RMB75.0 million, and RMB24.3 million had
been incurred as of December 31, 2025.
• From 2025 to 2028: Universal Autonomous Driving 7.0. The ultimate model of
three-model integration will be realized in U-Drive ® 7.0, with the rule-based
model ensuring safety, the end-to-end model providing anthropomorphism, and
the VLM solving long-tail corner cases. This integration will address issues of
predictability, explainability, and controllability, while also solving problems that
complex scenario rules cannot manage. U-Drive
® 7.0 is expected to be deployed
in the most complex scenarios, such as robotaxi. The system will build a cloud
brain for autonomous driving capable of supporting millions to tens of millions
of vehicles, improving large-scale data incremental training capabilities,
simulation capabilities based on world models, and real-time vehicle behavior
analysis, diagnostics, and predictive maintenance. This will enable large-scale
regression testing and reduce the cost and error probability of large-scale
software and hardware upgrades. As of the Latest Practicable Date, we have
completed the relevant research and feasibility analysis for end-to-end planning
algorithm. As of the same date, we also completed the R&D for automated
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generation of multi-vehicle test cases for intersections. This technology has been
applied to test case development in actual projects, achieving over a
thousand-fold increase in development efficiency and significantly reducing
delivery cycles and labor costs. We expect the total development expenditure for
U-Drive
® 7.0 to be approximately RMB191.8 million, and RMB9.8 million had
been incurred as of December 31, 2025.
Furthermore, leveraging the multi-scenario application advantages of our U-Drive ®
system, we plan to gradually promote the breakthrough and rapid growth of high-end
intelligent driving in the passenger car segment while expanding the application scenarios for
commercial vehicles.
Our advancements of technologies and solutions will be achieved through several key
initiatives:
• Scenario and toolchain optimization: By expanding our scenario libraries,
improving toolchains, and enhancing the generalization, self-learning, and
adaptive capabilities of U-Drive
®, we will ensure rapid adaptation to new vehicle
models and application scenarios, such as expanding from light trucks for factory
to light trucks for urban distribution and heavy trucks for ports and mines, to
support a diversified model portfolio and fragmented scenarios.
• Universal autonomous driving model to VLM transition: We will scale our
autonomous driving model, increasing its scope and improving world cognition
to address broad-spectrum versatility and resolve corner case non-convergence
challenges.
• Hybrid approach (rule-based & data-driven): Transitioning from rule-based
systems to a hybrid system that is driven by both data-driven methods (neural
networks, end-to-end learning) and rule-based methods, we can solve both the
issues of explainability and the inability to describe complex scenarios using
rules, thereby enabling more complex scenarios.
• Technology migration from passenger cars to commercial vehicles: Leveraging
proven technologies as adapted to passenger cars, such as birds’ eye view (BEV)
perception, Transformer-based neural networks, and occupancy networks, we
will help commercial vehicles reduce costs, improve fault tolerance, and increase
performance limits without incurring additional R&D expenses.
• Simulation and testing enhancements: We will continue to improve our simulation
and testing capabilities, building a world model for autonomous driving that
supports large-scale regression testing by integrating generative AI capability.
This will reduce the cost and error probability of large-scale software upgrades
and ensure system reliability.
We believe that we will benefit from our continuous investments in R&D to facilitate
our sustainable business expansion and achieve profitability.
We expect to accelerate the sale of standardized autonomous vehicles in high-demand
verticals such as airports and factories to drive revenue growth, as future version of U-Drive
®
systems are expected to be adaptable to more complex scenarios to satisfy customer needs in
key sectors such as airports and factories and capable of supporting millions and tens of
millions of vehicles to satisfy the rapidly growing business scale of our Group. Although
various application scenario may involve different types of autonomous vehicles, we would try
to standardize the technical solutions under the same type of autonomous vehicles as well as
applying standardized technical solutions among different types of vehicles, so as to reduce
the R&D cost when we expand our customer base. We also expect our business growth to be
driven by our expansion of product mix to include new industrial vehicle types and develop
new solutions and services that cater to the dynamic needs of the market leveraging our R&D
capabilities. Furthermore, our U-Drive
® 6.0 and 7.0 are designed for open roads with the
capability of expanding our product offerings and addressable markets. See “— Path to
Profitability.”
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For such purposes, we expect to allocate 26.5% of our net proceeds from the Global
Offering to further developing U-Drive ® system and expanding cloud computing resources,
and 9.7% to building overseas R&D centers to develop localized/new products specifically
addressing unique local issues or conditions. See “Future Plans and Use of Proceeds.”
Consolidate our leading market position in key sectors, and execute our “overseas expansion”
strategy
Airports and factories are the cornerstone focus areas of our business development. We
plan to further deepen our expansion in these sectors, driving business innovation, and
increasing market penetration and maintain our high gross margins. We also plan to further
diversify our solutions and service offerings with high sales volume commercial vehicles,
including autonomous counterbalance forklifts and light trucks, while maintaining
technological differentiation. We expect to conduct BD activities and recruit sales
professionals to facilitate business expansion in these key sectors, while continuing to benefit
from our proven track record of delivering high quality solutions to esteemed customers such
as HKIA to achieve an efficient customer acquisition in its key sectors.
In the airport sector, we aim to cover the top 20 airports in China — ranked by annual
passenger throughput or cargo volume — within the next few years, and to expand our
footprint to several of the world’s leading airports, including key locations in Asia, Europe
and Australia. In the manufacturing sector, we are focused on building a diversified sales
channel that includes agents, and industrial vehicle dealers. We aim to significantly increase
the annual sales volume of self-driving tractors within the next three years. Currently, our
product line primarily focuses on tractors, but we are actively expanding into a broader range
of industrial vehicles, including light trucks and driverless forklifts. We anticipate that within
five years, through continuous technological advancements and market expansion, our annual
sales volume across various models will reach 5,000 units, thereby significantly boosting our
market share and influence in the manufacturing sector. Our goal is to build a significant
installed base of our autonomous driving kits to facilitate the future transition to the AI
driver subscription model.
We will continue execute our “overseas expansion” strategy and let our AI drivers serve
thousands of industries around the world. To facilitate the expansion of our business into
Europe, we obtained the Automotive Safety Integrity Level (“ ASIL ”)-D functional safety
certification by TÜV Rheinland based on ISO 26262:2018 standard in December 2022. ASIL
is a risk classification system defined by the ISO 26262 standard for the functional safety of
road vehicles; while ASIL-D grade is the highest rigor applied to safety assurance as the risks
associated with their failure are the highest. ISO 26262 is an international standard for the
functional safety of electrical and electronic systems in all road vehicles, except for mopeds.
We are also in the process of obtaining CE marking certification. Specifically, on a global
scale, we have penetrated into and created benchmark cases in the Hong Kong, Qatar and
Singapore markets by launching a variety of autonomous driving solutions. Looking ahead,
we plan to set our footprints in Asia and Europe, particularly in the airport and
manufacturing sectors, which will be the focal points of our overseas market expansion. At
the same time, we are committed to ensuring that our solutions and services meet the diverse
needs of customers across different regions, thereby establishing a strong competitive position
for our brand on the international stage. For such purposes, we expect to allocate 9.7% of our
net proceeds from the Global Offering to building overseas R&D centers to develop
localized/new products specifically addressing unique local issues or conditions, 10.5% to
building data centers to satisfy the massive data processing and storage demand derived from
overseas business, and 24.5% to recruiting sales and marketing personnel to fulfill overseas
business development initiatives. See “Future Plans and Use of Proceeds.”
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The following table sets forth the details of countries/regions we expect to enter,
expected timeline and the latest progress in parallel with the “overseas expansion” strategy:
Expected
countries/regions
to enter Timeline Latest progress
South East Asia
(Singapore and
Malaysia) and
Australia
In the next three years, the primary
focus of our expansion plan in this
region will be airports.
We entered into an agreement with Changi Airport
Group (Singapore) Pte. Ltd. regarding the
provision of autonomous driving vehicle leasing
services in July 2025, under which we will
provide leasing services at Singapore Changi
Airport regarding 20 vehicles until the end of
2027.
We expect to enter into agreements with local
partners in Singapore and Malaysia in 2026.
We are engaging in commercial communication
with potential cooperating agents or partners in
Australia.
East Asia
(South Korea
and Japan)
In the next three years, the primary
focus of our expansion plan in this
region will be airports, factories and
cities.
We have acquainted with the potential customers
in Japan through overseas business development
and local partners.
We are communicating with leading airports and
manufacturers in Japan for potential
cooperations.
We are engaging in commercial communication
with potential cooperating agents or partners in
South Korea.
Middle East
(Qatar, United
Arab Emirates,
Saudi Arabia
and Turkey)
In the next three years, the primary
focus of our expansion plan in this
region will be airport, cities and
ports. Our expansion to the Middle
East will be implemented in a
prudent manner in view of the recent
regional conflicts and war.
We are negotiating with local partners in Qatar
regarding the proposed commercialization
arrangement.
In the United Arab Emirates and Saudi Arabia,
negotiations are underway for projects involving
mid- to large buses used in cities and airports as
well as applications in last-mile delivery
scenario. Small PoC had been completed as of
the Latest Practicable Date. We are negotiating
with local agents to facilitate its negotiations
with potential customers in the United Arab
Emirates.
In Turkey, we are negotiating with a local partner,
and negotiations for airport projects are also in
progress.
Europe (Germany,
Italy, Spain,
Switzerland and
Hungary)
In the next three years, the primary
focus of our expansion plan in this
region will be ports and cities.
We are engaging in commercial communication
with potential cooperating agents or partners in
Italy and Hungary.
We have initiated negotiations with leading
airports in Germany, Spain and Switzerland.
North America
(The United
States)
In the next three years, the primary
focus of our expansion plan in this
region will be airports and factories.
We expect to confirm the PoC plan and
commence taking orders in the next
three years.
We have commenced to explore channels and
scenarios (i.e. closed scenarios) which are
permissible in the United States.
Expand our business into new sectors, promote the maturation of AI driver subscription model
and maintain ecosystem positioning
We plan to further expand our business into new sectors by leveraging our all-scenario
U-Drive ® system to maintain our revenue growth momentum. Our business has already
moved beyond airports and factories into cities, ports, mines, and agriculture, with
applications such as passenger cars, patrol vehicles, delivery robots, and autonomous forklifts.
We intend to deepen our presence in these verticals while also exploring adjacent sectors like
electric utility operations, and environmental sanitation. By standardizing and replicating our
core platform across fragmented sectors, we aim to achieve rapid product deployment,
maintain relatively low marginal R&D costs, and, over the long term, drive recurring revenue
through AI driver subscription services. For such purposes, we expect to allocate 26.5% of our
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net proceeds from the Global Offering to developing U-Drive ® system and expanding cloud
computing resources, and we may also consider acquisitions or minority equity investments in
target companies to enhance R&D competitiveness and efficiency for which we expect to
allocate 9.8% of our net proceeds from the Global Offering. See “Future Plans and Use of
Proceeds.”
According to statistics from the Beijing Municipal Transportation Bureau, passenger
cars account for less than 20% of the total mileage, while more than 80% of the mileage is
driven by commercial vehicles. As a result, we consider the massive application of AI driver
services a long-term strategic component of our business. We also believe the expanded
application of our solutions on passenger cars will benefit our business growth driven by the
AI driver subscription model.
As we partner with an increasing number of vehicle manufacturers, adapt to an
increasing number of vehicle models, and apply to an increasing number of industries,
customers and scenarios, the installed base of our autonomous driving kit will grow rapidly,
enabling us to establish a unique position in the industry and facilitating the transition to an
AI driver subscription model. In addition, the scissor difference between the decreasing costs
of AI drivers and the increasing costs of human drivers is expected to create a natural profit
growth. According to Frost & Sullivan, the global total addressable market for commercial
vehicle AI driver has reached RMB6.4 trillion in 2025. Leveraging our leading industry
position, we believe that we will be able to benefit from such significant market opportunity.
The following table sets forth the details of the major industry verticals that we plan to
further penetrate:
Expected industry
verticals to enter Timeline Latest Progress
Closed scenarios –
port
In the next three years, we will gradually
expand our internal container truck
offerings to additional models for
customers such as leading heavy
equipment/ automobile
manufacturers in the PRC, and roll
out upgraded intelligent guided
models.
We provided internal container truck for ports in
closed scenarios in the fourth quarter in 2024.
We have completed testing or initiated
operations for customers in Shandong, Hainan
and Guangxi as of the Latest Practicable Date.
We have also initiated the testing of new
automobile model, i.e. intelligent guided vehicle.
Open scenarios
environmental
sanitation
In next three years, we aim to develop
partnership with more large-scale
environmental sanitation equipment
manufacturers in China, providing
them with kits and services.
During the Track Record Period, we had invested
in the R&D with respect to small-scale
environmental sanitation equipment, achieving
small-scale development. We were in
negotiations with potential customers in Beijing
and Guangdong as of the Latest Practicable
Date.
Currently, we are able to provide autonomous driving services including operation
service, technological maintenance service and software update service after our vehicles
and/or kits have been deployed to our customers’ location, for which we charge our customers
service fees. During the Track Record Period, we had several customers for autonomous
driving vehicle solutions who purchased our operation and maintenance services only, which
we consider as the prototype of our AI driver subscription model. Looking forward, we will
continue to drive the maturation of the AI driver subscription model by promoting our
install-based AI driver in our solutions and services, empowering business partners to
manufacture vehicles, develop innovative applications, and manage operations. Along with
the increase of penetration rate of our autonomous driving vehicles and kits, we anticipate
that our AI driver subscription services will further expand. In doing so, we will further
solidify our position within the ecosystem as a provider of standardized AI driver
subscription services, which cooperates with traditional vehicle manufacturers and operators
without building or operating vehicles ourselves.
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We are also expected to benefit from our AI driver subscription model to achieve a gross
profit margin expansion in the long run. “AI driver”, being services backed by U-Drive ®
systems, which by its nature delivers a high gross profit margin as U-Drive ® is an all-scenario
system, highly automated, standardized and self-adaptive, capable of delivering results in a
highly scalable manner, is currently integrated into our autonomous driving vehicle solutions
and autonomous driving kit solutions in the form of operation and maintenance services,
from which we charge service fees. Considering the expected high customer stickiness due to
the high competitiveness of our solutions and high switching cost associated with adopting
new L4 autonomous driving solutions, we expect our customers for our autonomous driving
vehicle solutions and autonomous driving kit solutions to be very likely to renew contracts
with us upon the expiration of their initial agreements (the terms of which may range from
months to years). Renewed contracts will only include the AI driver subscription, delivering a
much higher gross profit margin. As we are still at a relatively early stage of the
commercialization of its solutions where its revenue growth is primarily driven by the
acquisition of new customers and sales of new vehicle or kit solutions to existing customers,
we expect to continue to incur costs relating to the vehicle body, hardware and labour costs
relating to the deployment and maintenance, and do not expect such cost structure to
experience any material change in the next three years. However, in the future, as a larger
proportion of customers enter into renewed contracts solely subscribing for the AI driver
after our customer base reaches a certain scale, our overall gross profit margin is expected to
increase. See “— Path to Profitability.”
Strengthen team building to ensure sustainable development
We are committed to building and maintaining a talent pool, with a focus on recruiting
and retaining top R&D experts who have deep expertise and practical experience in highly
generalized AI algorithms such as visual-linguistic-action modeling, end-to-end imitation and
reinforcement learning, and other key technologies. This strategy is designed to strengthen
and advance our technological leadership.
At the same time, to support the continued growth of our overseas business, we plan to
establish subsidiaries abroad to handle international operations and meet the needs of
overseas markets. To drive our global expansion, mitigate risks, and foster cultural
integration, we will continue to attract international sales and marketing professionals, as well
as experts in cross-border human resource management with strong international business
management capabilities.
We expect to recruit the following talents and allocate net proceeds from the Global
Offering as follows:
• approximately 3.2% of the net proceeds to recruit 10 to 15 technical experts for
the algorithm development team in the next four years;
• approximately 4.0% of the net proceeds to recruit 10 to 15 experts in the field of
product localization for overseas R&D centers in the next four years;
• approximately 15.8% of the net proceeds to recruit over 80 employees in fields
including business expansion, pre- and post-sales service provision, project
management, sales, among others for overseas business development centers in
the next four years; and
• approximately 5.7% of the net proceeds to recruit 20 employees in fields including
pre- and post-sales service provision, sales management, operational support,
sales, among others for BD in China in the next four years.
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Regarding human resource development, we are committed to increasing our
investments to attract and retain industry-leading talent through a broader range of
recruitment channels and competitive salary and benefits packages. Additionally, we will
leverage both internal and external training programs to enhance our employees’ professional
skills and offer them diverse career growth opportunities.
Seek strategic investments/acquisitions to enhance our competitive edge
To support our long-term vision of becoming the world’s AI driver of choice, we are
actively seeking strategic investments and acquisitions to enhance our technology
competitiveness and commercial viability. We seek to engage in equity investment as a
minority shareholder in select companies of a relatively large scale and high valuation. We will
consider such alliance from technology perspectives, with companies which are developers of
core chips or sensors, as well as from commercial strategy and relationship perspectives, with
companies which may enhance our commercial competitive edge such as increasing customer
stickiness. Furthermore, to solidify our market position and to expand our technological
prowess, we intend to acquire target entities which are relatively smaller in scale but can
satisfy our R&D needs. For instance, we will consider a company with 10 to 20 employees
possessing a unique single module-related technology which are in line with our potential
R&D direction, as the acquisition will enhance our R&D efficiency. For such purposes, we
expect to allocate 9.8% of the net proceeds from the Global Offering. We did not have a
specific potential target or timeline as of the Latest Practicable Date.
We expect to fund the above growth strategies by a combination of net proceeds from
the Global Offering and our own available working capital. Taking into account the net
proceeds from the Global Offering, being approximately HK$795.4 million, assuming an
Offer Price of HK$60.30 per Offer Share, and the Group’s cash and cash equivalents, financial
assets at fair value through profit or loss (“ FVTPL ”) and unutilized banking facilities of
RMB298.0 million in aggregate as of December 31, 2025, we expect to have sufficient funds to
realize the above growth strategies.
OUR BUSINESS AND REVENUE MODELS
We are a provider of autonomous driving solutions specializing in driverless L4
technology in Greater China, dedicated to advancing our research and application across a
wide range of scenarios. Our business primarily comprises (i) autonomous driving vehicle
solutions to corporate customers; (ii) autonomous driving kit solutions to corporate
customers, commercial vehicle manufacturers or passenger car manufacturers; (iii)
autonomous driving software solutions to corporate customers, commercial vehicle
manufacturers or passenger car manufacturers; and (iv) autonomous driving vehicle leasing
services consisting primarily of the lease of commercial vehicles with various L4 autonomous
driving functions to corporate customers. All of our solutions and services are designated
Specialist Technology Products as defined under Chapter 18C of the Listing Rules and all
revenues generated during the Track Record Period are from sales of these Specialist
Technology Products.
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The chart below illustrates our business and revenue models in general:
Specialist
Technology Product Nature of products sold Type of customers Applications
Level of autonomous
driving technologies
applied
Revenue model/
Charging basis
Accumulated number and
duration of contracts during
the Track Record Period Payment schedules Ownership of IP rights
Autonomous
driving
solutions
Autonomous
driving vehicle
solutions
All-in-one solution, which
includes the vehicle body,
hardware, and operation
and maintenance services
Corporate customers Commercial vehicles in
airports, factories,
ports, mines,
industrial parks and
cities
L4 Transaction-
based/
subscription-
based
(1)
Number: 276;
Duration:
Project-by-project and/or
recurring, typically
ranging from one month
to seven years
(i) Payment upon signing of
contract, (ii) payment upon
delivery and acceptance, (iii) in
certain cases, monthly or yearly
installments for the operation and
maintenance services, and/or (iv)
payment upon the end of the
warranty term
• We typically have sole ownership
of our background IP, such as IP
relating to our products and
relevant hardware and software
technology;
• Our customers typically have
sole ownership of their
background IP
Autonomous
driving kit
solutions
Hardware, and operation and
maintenance services
Corporate customers,
commercial vehicle
manufacturers and
passenger car
manufacturers
Commercial vehicles in
factories, city buses
and passenger cars
Primarily L4, with
certain L2/L2+
solutions
Transaction-
based
(1)
Number: 68;
Duration:
Project-by-project and/or
recurring, typically
ranging from three
months to three years
(i) Payment upon
signing of contract, (ii) payment
upon delivery and acceptance, (iii)
in certain cases, monthly or yearly
installments for the operation and
maintenance services, and/or (iv)
payment upon the end of the
warranty term
• We typically have sole ownership
of our background IP, such as IP
relating to our products and
relevant hardware and software
technology;
• Our customers typically have
sole ownership of their
background IP
Autonomous
driving software
solutions
Customized software
development services
Corporate customers,
commercial vehicle
manufacturers and
passenger car
manufacturers
Software intended to be
universally applicable
to a variety of
scenarios, not limited
to a certain
application scenario
Primarily L4, with
certain L2/L2+
solutions
Transaction-
based
Number: 52;
Duration:
Project-by-project,
typically ranging from
nine months to one year
Payments upon (i) signing of
contract, (ii) delivery and
acceptance, and/or (iii) in rare
cases where there is a warranty
period, the end of the warranty
term
• We typically have sole ownership
of our background IP;
• Our customers typically have
sole ownership of the IP
developed under the services
Autonomous
driving vehicle
leasing services
Lease of vehicles which are
ready to be delivered under
autonomous driving vehicle
solutions, as a
try-before-you-buy option
for potential autonomous
driving vehicle solution
customers
Corporate customers Commercial vehicles in
airports, factories and
cities
L4 Transaction-
based
Number: 25;
Duration:
Recurring, typically
ranging from three
months to one year
Monthly rental payments • We typically have sole ownership
of our background IP;
• Our customers typically have
sole ownership of IP relating to
their data, materials and
information provided to us
during the performance of the
relevant agreement with us
Note:
(1) We offer operation and maintenance services in exchange for service fees under our autonomous driving vehicle solutions and autonomous driving k it solutions. Our
customers may purchase customized services as part of the solutions in combination with vehicles or kits, while they may also purchase operation and m aintenance
services only after the warranty period or service period agreed in the initial purchase agreement expires. We already entered into agreements with s everal
autonomous driving vehicle solution customers regarding provision of operation and maintenance services only in the Track Record Period. Our reven ue generated
from operation and maintenance services amounted to RMB1.1 million, RMB3.3 million and RMB7.4 million in 2023, 2024 and 2025, respectively, all of wh ich was
attributable to our autonomous driving vehicle solutions. See Note 5 to the Accountants’ Report in Appendix I to this prospectus for details. In the fu ture, we expect
such services will gradually evolve into our “AI driver subscription services”, which are expected to be standardized service packages designed for different types of
customers, as opposed to customized services negotiated case-by-case. We believe such subscription-based services, which by its nature delivers a high gross profit
margin, will eventually improve our overall gross profit margin when a larger proportion of our customers enter into renewed contracts solely subscr ibing for the AI
driver services after the our customer base reaches a certain scale.
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Revenue
Revenue by business lines
The following chart sets forth the details of our revenue breakdown by business lines:
Year ended December 31,
2023 2024 2025
Revenue
RMB’000 %
Revenue
RMB’000 %
Revenue
RMB’000 %
Autonomous driving vehicle
solutions 96,301 59.7 146,623 55.2 195,171 59.5
Autonomous driving kit solutions 27,383 17.0 48,738 18.4 10,497 3.2
Autonomous driving software
solutions 34,428 21.3 67,462 25.4 121,318 37.0
Autonomous driving vehicle leasing
services 3,251 2.0 2,673 1.0 1,271 0.3
Total 161,363 100.0 265,496 100.0 328,257 100.0
For a detailed analysis of the material fluctuations of our revenue during the Track
Record Period, see “Financial Information — Description of Selected Items from
Consolidated Statements of Profit or Loss — Revenue — Revenue by Business Lines.”
Revenue by level of autonomous driving technologies
L4 autonomous driving technology has been our business focus, and substantially all of
our total revenue during the Track Record Period was generated from solutions utilizing L4
technologies. We also provided certain L2 and L2+ autonomous driving kit and software
solutions to passenger car manufacturers for strategic reasons, and the testing data obtained
are valuable for us to enhance our algorithms.
• All of our autonomous driving vehicle solutions and autonomous driving vehicle
leasing services (in aggregate contributing to 61.7%, 56.2% and 60.8% of our
total revenue, respectively, in 2023, 2024 and 2025) provided in the Track Record
Period were attributable to L4 technology;
• 99.8%, 99.9% and 15.1% (in terms of revenue contribution) of our autonomous
driving kit solutions were attributable to L4 technology in 2023, 2024 and 2025,
respectively, with the remaining being L2/L2+. The revenue contribution of
autonomous driving kit solutions to our total revenue was 17.0%, 18.4% and
3.2%, respectively, in 2023, 2024 and 2025; and
• As our software developed under autonomous driving software solutions have the
flexibility in application being incorporated with both L4 and L2/L2+
technologies later on depending the customers’ own need, and we may not have
full knowledge over how our customers ultimately applies such software
solutions, we are unable to provide an accurate revenue breakdown for this
business line by level of driving technologies. Furthermore, the price of a certain
software solution is determined by a number of factors, including but not limited
to the complexity of the software, e.g. the number and complexity of functions
required and eventually the manpower to be invested in the development of the
solutions; whether the technology involved is L4 or L2/L2+ is not a decisive
factor due to the highly customized nature of the solutions, and we cannot
differentiate based on the selling price of the solutions the level of driving
technologies being applied. Nevertheless, we estimate, on a best-knowledge basis
and based on the principal business of the relevant customers, that a vast
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majority of the revenue of the our autonomous driving software solutions
revenue was attributable to L4, with the remaining estimated to be L2/L2+ or
indistinguishable. The revenue contribution of autonomous driving software
solutions to our total revenue was 21.3%, 25.4% and 37.0% in 2023, 2024 and
2025, respectively.
Revenue by types of autonomous vehicles, types of scenarios and application scenarios
In terms of application scenarios, we have been focused on commercial vehicles in
closed scenarios especially at airports and factories. Such focus has been demonstrated by the
revenue contribution from solutions applied in such scenarios during the Track Record
Period. For open scenarios, we primarily provide buses and sanitation vehicles in cities and
last-mile delivery in industrial parks under our autonomous driving vehicle solutions.
During the Track Record Period, all of our revenue from autonomous driving vehicle
solutions and autonomous driving vehicle leasing services was generated from solutions
provided to commercial vehicles. The table below sets forth a breakdown of our revenue from
autonomous driving vehicle solutions and autonomous driving vehicle leasing services in
aggregate by types of scenarios:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Closed scenarios 98,161 98.6 149,295 100.0 175,047 89.1
Open scenarios 1,391 1.4 – 0.0 21,394 10.9
Total 99,552 100.0 149,295 100.0 196,441 100.0
Our revenue generated from open scenarios increased in 2025 primarily due to the
increase in delivery of buses for cities scenario.
The table below sets forth a breakdown of our revenue from autonomous driving
vehicle solutions and autonomous driving vehicle leasing services in aggregate by the
following application scenarios:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Airports 70,850 71.2 87,584 58.7 76,430 38.9
Factories 22,090 22.2 38,503 25.8 41,950 21.4
Cities and others
(1) 6,612 6.6 7,898 5.2 63,275 32.2
Ports – 0.0 15,310 10.3 14,787 7.5
Total 99,552 100.0 149,295 100.0 196,441 100.0
Note:
(1) Cities and others primarily including scenarios where we provide solutions of trucks for city and
industrial park logistics, electric flatbed for last-mile delivery in industrial parks, underground mines,
sanitation vehicles in cities, vehicle for public and personal mobility in cities.
Key Operational Data
Total number of customers and new customers
We had a total of 88, 100 and 110 customers in 2023, 2024 and 2025, respectively. We
had 64, 72 and 73 new customers in 2023, 2024 and 2025. Our growing customer base
demonstrates the market’s confidence in and acceptance of our solutions and services.
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Key customer retention rate and net dollar retention rate of key customers
In each of 2023, 2024 and 2025, our average retention rate of key customers (1) was
75.0%, 75.0% and 66.7%, respectively, serving as the proof of the quality of our solutions and
services. The net dollar retention rate of such key customers
(2) was 122.9%, 124.9% and
68.3%, respectively, in each of 2023, 2024 and 2025. The key customer retention rate and
dollar retention rate of key customers declined in 2025, primarily because a customer that
purchased autonomous driving kit solution in 2024 did not place new orders in 2025 as it was
developing new vehicle chassis which would require additional time for re-adaptation with our
products, while two other customers that purchased autonomous driving software solutions
maintain stable operations and had no new customized service requirements in 2025. The
continued acceptance of our products by those key customers may also lead to a positive
public perception of our offerings in the market.
Key operational and financial indicators by business lines
Autonomous driving vehicle solutions
Year ended December 31,
2023 2024 2025
Number of transactions (1) 56 94 126
Number of vehicles 117 204 216
Number of customers 45 66 83
Revenue (RMB’000) 96,301 146,623 195,171
Note:
(1) Some transactions were relating to operation and maintenance services only in a certain year.
Autonomous driving kit solutions
Year ended December 31,
2023 2024 2025
Number of transactions 26 28 12
Number of kits 86 168 7,829
Number of customers 19 27 10
Revenue (RMB’000) 27,383 48,738 10,497
Our kit solutions customers in 2023 and 2024 are commercial vehicle manufacturers,
while in the second half of 2025, we secured and delivered a significantly larger number of kits
to a new customer which is a passenger car manufacturer with significantly larger demand in
view of its target customers. We have offered a relatively low price to such customer as it is a
new customer and has placed bulk orders for 30,000 kits, which has led to the decrease in
revenue from kit solutions.
(1) Calculated by dividing the number of key customers contributing to our revenue in both the current year and
the previous year by the number of key customers contributing to our revenue in the previous year. Key
customers are those have a cumulative contribution to our revenue of more than RMB10 million in the Track
Record Period.
(2) Calculated by dividing the revenue generated from retained key customers of a certain year by the revenue
generated from those customers in the previous year.
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Autonomous driving software solutions
Year ended December 31,
2023 2024 2025
Number of transactions 18 13 23
Number of customers 15 12 16
Revenue (RMB’000) 34,428 67,462 121,318
Autonomous driving vehicle leasing services
Year ended December 31,
2023 2024 2025
Number of transactions 11 8 6
Number of vehicles 35 13 15
Number of customers 9 7 3
Number of customers subsequently
purchased autonomous driving
vehicle solutions in the same year 4 3 2
Revenue (RMB’000) 3,251 2,673 1,271
Some of our customers purchased more than one type of solutions or services during
the Track Record Period. They are counted as one customer in each of the corresponding
business lines in the tables above.
Order backlog
In 2025, we had entered into orders with transaction value amounting to approximately
RMB519 million from which we had recognized approximately RMB270 million of revenue as
of December 31, 2025, with the remaining orders to be delivered in 2026; and we further
secured additional orders with transaction value amounting to approximately RMB95.2
million subsequent to December 31, 2025 and up to the Latest Practicable Date primarily
relating to the sales of our autonomous driving vehicle solutions and autonomous driving
software solutions, which are expected to be delivered in 2026 and 2027.
According to Frost & Sullivan, all the calculation basis of the key operating metrics are
in line with industry norm, and that the average retention rates of key customers during the
Track Record Period were considered high when compared to its industry peers.
OUR AUTONOMOUS DRIVING OPERATING PLATFORM
Our self-developed autonomous driving operating platform comprises two major
components, namely the vehicle brain and the cloud brain. The vehicle brain primarily
consists of software, i.e. our U-Drive
® system, and hardware, i.e. autonomous driving domain
controllers. The cloud brain is a centralized cloud service that consists of a lot of
micro-services for three different purposes, namely operation (managing a fleet of
autonomous vehicles), maintenance (applying data analytics to provide predictive
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maintenance services for autonomous vehicles) and training (training new AI
algorithms/models continuously based on the vehicles/scenario data). The following diagram
depicts the interactions and synergies of the vehicle brain and the cloud brain:
Scheduling
Remote
management
Multi-vehicle
coordination
Operational dataOperational data
Predictive
maintenance
Inspection
and diagnosis
Maintenance
data
Operation
data
Anonymized
environmental data
Environmental data
Model/software
updates
High-precision
maps
Maintenance TrainingOperations
Cloud BrainCloud Brain Cloud Brain
Third party supplier(s)
Third party supplier
Autonomous
driving vehicles
Autonomous
driving vehicles
Autonomous
driving vehicles
Autonomous
driving vehicles
Vehicle Brain Vehicle Brain Vehicle Brain Vehicle Brain
Geographic
information
data
The first function is operations. Cloud brain is the manager of multiple vehicles in a
fleet. It sends scheduling orders to vehicle brains, and allows remote administrators to
remotely manage it. Multiple self-driving vehicles can collaborate through cloud brain to
solve the road priority in an orderly manner. The vehicle brains send geographic information
data to the qualified third party surveying and mapping service providers we engage, and
receive high-precision maps from such service providers.
The second function is maintenance. The vehicle brain sends maintenance data to the
cloud brain periodically. At the same time, the cloud brain also regularly inspects and
diagnoses the vehicle brain and the autonomous vehicle to form a data closed loop. The data
analysis engine in the cloud brain can calculate the health status of the vehicle brain and the
autonomous vehicle after analyzing the maintenance data. The cloud brain can initiate
predictive operation and maintenance when core components are about to break down, and
can also regularly dispatch maintenance orders to ensure that vehicles are maintained on time
and stay healthy.
The third function is training. Based on the operational data uploaded by the vehicle
brain, especially the sensor and autonomous driving data, the cloud brain can retrain the AI
and autonomous driving algorithm models. A vast majority of training data are those we
collect from vehicle operations as agreed with the customers and in compliance with our
internal control procedures and applicable laws and regulations; while to a lessor extent, a
third party service supplier also provides processed environmental data after the geographic
location and privacy information are removed to enhance the capability of our algorithms to
identify the environmental features. After sufficient testing, they are downloaded over the air
to the vehicle brain and autonomous driving vehicles to complete the update of the model and
software.
Vehicle Brain
The vehicle brain primarily consists of our U-Drive
® system and autonomous driving
domain controllers.
U-Drive ® System
Our U-Drive ® system is a unified autonomous driving platform that supports multiple
scenarios, including closed scenarios and open roads, and also multiple vehicle types. It is
designed to be highly generalizable, with optimal reusability of its algorithms and data, and
can be optimized for different scenarios to meet specific needs. We have adopted a
multi-redundant architecture system design, incorporating redundancy and fault-tolerance
mechanisms at the algorithm, software, hardware, and control levels to enhance safety and
operational efficiency.
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Historically, we have completed the iterative upgrade of four major versions of
U-Drive ®. Our latest version, U-Drive ® 5.0, introduces a higher level of generalization,
self-learning, and adaptation, reducing reliance on high-precision maps and improving fault
tolerance in dynamic scenarios. The system features a scenario library of over 100 scenarios
and 52 vehicle models, with domain controllers and sensors to be iterated every one to two
years. By combining a highly automated tool chain and a closed data loop throughout the
product life cycle, the development cycle for new models and scenarios can be shortened to
less than one month, better supporting the diversification of vehicle models and the
fragmentation of scenarios.
See “Research and Development — Our Core Technologies — Our AI Capabilities” for
details on the features and underlying technologies of our U-Drive
® system.
Autonomous Driving Domain Controllers
Autonomous driving domain controllers are the main hardware component of our
vehicle brain, enabling autonomous driving vehicles to process data from different sensors
including cameras, radars, and LiDAR. Our in-house development of domain controllers
began as early as 2017, making us one of the first in China’s autonomous driving industry to
develop in-house domain controllers, according to Frost & Sullivan. Historically, we have
completed the R&D of three product lines of autonomous driving domain controllers, the
UC3200/5200 series is our high-end series for open L4 autonomous mobility scenarios; the
UC2200/4200/6200 series is for L4 autonomous logistics scenarios, and we have shifted from
international to domestic chips starting with the UC4200 to achieve 100% domestic sourcing,
which is integrated with high-end L2+ intelligent driving; while UC1000 series is oriented to
low-end L2+ intelligent driving, such as our UC1200 controller which is designed to be a
low-cost, fully domestic integrated circuit solution that can be used with advanced
driver-assistance system to support all the basic L2 autonomous driving functions, such as
adaptive cruise control, lane-keeping assist, blind zone detection, and automated parking. In
addition, we have realized the pin compatibility of different types of domain controllers for
the first and second product lines. In December 2022, we were awarded the ASIL-D functional
safety certification by TÜV Rheinland, based on ISO 26262:2018 standard.
Cloud Brain: Cloud-based Management Systems
Our proprietary cloud brain, consisting of multiple cloud-based management systems,
is the core infrastructure for realizing the commercialization and landing of autonomous
driving. Since 2019 when our cloud brain R&D project was supported by the Shanghai
Artificial Intelligence Innovation and Development Special Fund, our cloud brain has
completed several major technology upgrades and now has the mature capability to support
large-scale commercialization. After years of continuous iterative upgrading, we have built a
complete autonomous driving technology system that integrates functions including remote
operations, intelligent dispatching, fleet collaboration, and overall control management. For
more details, see “— Research and Development — Our Core Technologies — Our Cloud
Computing Technologies.”
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OUR SOLUTIONS AND SERVICES
Capitalizing on our self-developed multiple-scenario autonomous driving operating
platform, we primarily generate revenue from the provision of the following autonomous
driving solutions. We provide either standalone solutions or services or a combination of our
solutions or services, depending on our customers’ needs. As our customers usually have
evolving and differentiated needs, we also cross-sell across our different solutions and
services. By successfully implementing our cross-selling strategies among our different
solutions and services, we believe we will be able to maximize the efficiency of our marketing
efforts and improve sales and profitability. Leveraging our quality solutions and services, we
are also well positioned to up-sell to our existing customers.
• Autonomous driving vehicle solutions . Our autonomous driving vehicle solutions
are all-in-one solutions that combines our standardized, driverless, all-weather
commercial vehicles with a customizable combination of L4 autonomous driving
functions to meet our corporate customers’ specific business needs such as
delivery and shuttle commuting needs for multiple application scenarios, and
related autonomous driving services such as deployment service, technological
maintenance of vehicles and software update service;
• Autonomous driving kit solutions . Our autonomous driving kit solutions are
all-in-one solutions which includes either our L4 autonomous driving kits
consisting of comprehensive hardware and software systems that add
autonomous driving capabilities to our customers’ vehicles or L2+ autonomous
driving kits that enable vehicles with a series of autonomous navigation,
following and parking functions to passenger car manufacturers and commercial
vehicle manufacturers, and related autonomous driving services such as
deployment service, technological maintenance of kits and software update
service;
• Autonomous driving software solutions . We provide our customers with
autonomous driving software solutions, which primarily include software
development services on a project-by-project basis, where we tailor-make
autonomous driving software, such as L2 and L4 autonomous driving modules,
comprehensive AI data infrastructure, cloud brain software, and software tools,
that meet our customers’ specific requirements, and after-sales technological
support such as bug fixing services. We are also able to upgrade the software’s
functions and performance at customers’ requests, charging them separately; and
• Autonomous driving vehicle leasing services . As part of our efforts to gain new
customers, we also lease them our commercial vehicles with various L4
autonomous driving functions as a try-before-you-buy option.
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Our autonomous driving and AI technologies underpinning our autonomous driving solutions fall under the acceptable sector of
“advanced hardware and software,” respectively, that are included in the list of Specialist Technology Industries set out in Chapter 2.5 of the
Listing Guide. The table below sets out the analysis of how our solutions, services and technologies fall within their respective acceptable
sectors:
Specialist Technology Product
Specialist
Technology Acceptable Sectors Applications
Origins and
Ownership of
Relevant Key IPs
Autonomous
driving solutions
Autonomous
driving vehicle
solutions
• Autonomous
vehicles
• Advanced hardware and
software – Electric and
autonomous vehicles –
autonomous vehicles: vehicles
and trucks equipped with
self-driving solutions
Powered by our autonomous driving operating platform
1, our commercial vehicles
typically feature autonomous driving functions such as intelligent dispatching,
remote monitoring, battery power monitoring, battery management, strict safety
mechanism, automatic recharging, and real-time status display/transmission.
• Self-developed
since March
2016
• Proprietary
Autonomous
driving kit
solutions
• Autonomous
vehicles
• Advanced hardware and
software – Electric and
autonomous vehicles –
autonomous vehicles: vehicles
and trucks equipped with
self-driving solutions
Powered by our autonomous driving operating platform
1, our L4 autonomous
driving kits are a complete kit that includes both vehicle brain and sensor set of an
autonomous driving vehicle, but without the vehicle body; while our L2+
autonomous driving kits can support all kinds of L2 autonomous driving
requirements, including adaptive cruise control, lane-keeping assist, blind zone
detection, and automated parking.
• Self-developed
since July 2016
• Proprietary
Autonomous
driving
software
solutions
• Autonomous
vehicles
• Advanced hardware and
software – Electric and
autonomous vehicles –
autonomous vehicles: vehicles
and trucks equipped with
self-driving solutions
We can help our customers to develop autonomous driving-related software, systems
and technologies integrated with both L4 and L2/L2+ technologies, such as driver
assistance technology, comprehensive AI data infrastructure, autonomous driving
operating system, cloud brain software, and software tools, for different
application scenarios based on their specific requirements and needs, and embed
such software, systems and technologies into their proprietary system. See “— Our
Solutions and Services — Autonomous Driving Software Solutions.”
• Self-developed
since October
2016
• Proprietary
Autonomous
driving vehicle
leasing services
• Autonomous
vehicles
• Advanced hardware and
software – Electric and
autonomous vehicles –
autonomous vehicles: vehicles
and trucks equipped with
self-driving solutions
Powered by our autonomous driving operating platform
1, our commercial vehicles
typically feature autonomous driving functions such as intelligent dispatching,
remote monitoring, battery power monitoring, battery management, strict safety
mechanism, automatic recharging, and real-time status display/transmission.
• Self-developed
since March
2016
• Proprietary
(1) Our self-developed autonomous driving operating platform comprises two major components, namely the vehicle brain and the cloud brain. The vehi cle brain primarily
consists of our U-Drive ® system and autonomous driving domain controllers. The cloud brain consists of a series of cloud-based management systems, covering
operational, maintenance and R&D functions. Our U-Drive ® system and cloud brain applied AI technologies including modular AI algorithms, from perception phase
(such as BEV , Transformer, occupancy networks), to prediction phase (such as Bayesian networks, multilayer perceptron/ VectorNet and Transformer ), and decision making
phase (such as partially observable markov decision process (POMDP), game theory, reinforcement learning and multi-agent reinforcement learning ), and finally planning
and control phase (such as model-based or optimized planning and control algorithms, and algorithms that guarantee precise control). In the upcomin g versions, U-Drive ®
6.0 will add new AI algorithms such as VLM and World Model, and U-Drive ® 7.0 will add state-of-the-art algorithms including imitation learning-based end-to-end
algorithm, VLAM. See “— Our Solutions and Services — Autonomous Driving VehicleSolutions” and “— Our Autonomous Driving Operating Platform.”
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Autonomous Driving Solutions
Autonomous Driving V ehicle Solutions
Our autonomous driving vehicle solutions are all-in-one solutions designed for both
closed scenarios and open roads. We offer our customers with our standardized, driverless,
all-weather commercial vehicles with a customizable combination of L4 autonomous driving
functions to meet our corporate customers’ specific business needs such as delivery and
shuttle commuting needs for multiple application scenarios, and related autonomous driving
services such as technological maintenance of vehicles and software update service.
The diagram below illustrates the business model of our autonomous driving vehicle
solutions:
Domain
controllers
Upstream
component
suppliers
Testing service
providers
Surveying and
mapping service
providers
Commercial vehicle
or passenger car
manufacturers
Corporate
customers
Autonomous Driving Vehicle Solutions
Vehicle brain
software
U-Drive®
Cloud brain
software
Provide standard
or customized
vehicle body
Autonomous driving
vehicle solutions
Provide sensor,
wire harness
and other components
Hardware
Provide high-precision map
and data services
Manufacture
domain
controller
Outsourced
manufacturers
Provide testing services
Provide
Our various L4 autonomous driving functions have been proven to have primarily
enabled three major types, six subtypes of vehicles and 52 vehicle models of commercial
vehicles as of the Latest Practicable Date. The first major type, namely logistics vehicles,
include autonomous tractors, autonomous electric trucks, and autonomous electric flatbeds.
The second major type of vehicles is operations vehicles, which includes vehicles for special
purpose operation. The third major type of vehicles is mobility vehicles, which includes
vehicles for personal mobility and vehicles for public mobility. We purchase from vehicle
manufacturers various vehicle bodies which are either standard products or modified based
on the technical specifications required to implement various autonomous driving functions
provided by us, allowing us to quickly expand into new scenarios. We then assemble the
vehicle bodies with our proprietary kit and install the autonomous driving system and related
software at our warehouse, assembly and testing center in Jiaxing, Zhejiang. We are also
committed to continuous improvement and iteration of our autonomous driving vehicles. See
“— Research and Development — Key R&D Projects” for our ongoing autonomous driving
vehicle R&D projects.
Our commercial vehicles are typically equipped with a front LiDAR camera sensor
module, a rear LiDAR camera sensor module, and an integrated top set including a single
global navigation satellite system real-time kinematic positioning, horn, lamp, and cameras.
Our commercial vehicles typically have the following features: (i) Fully driverless without
intervention of standby safety drivers; (ii) Non-stop operation; (iii) Adaptation to complex
road conditions, including both closed scenarios and open roads; (iv) 360-degree sensing with
no blind spots; (v) Well designed for functional safety, including redundancy and fault
monitoring and handling; (vi) Multiple safety protection for both vehicle and its operating
environment; (vii) All-weather operations, including adverse weather conditions such as rain,
snow, fog and dust storm; (viii) Automatic recharging function; (ix) Intelligent dispatching;
(x) Remote monitoring and operation; (xi) Battery power monitoring and management; (xii)
Real-time status display/transmission; and (xiii) Self-developed cloud-based maintenance
platform that supports 24/7 operation and maximize operational efficiency in mixed-traffic
environment.
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We have established a hierarchical maintenance system and developed an intelligent
tool chain. Through our maintenance system, we are able to implement an efficient
maintenance management mode that combines on-site and remote operation for autonomous
driving vehicles. The system takes “preventive monitoring + hierarchical response” as the core
logic, supports technology-driven rapid iteration, and meets the reliability requirements of
complex scenarios while ensuring large-scale operation.
Set forth below are the three layers of our maintenance system:
• On-site maintenance. The on-site maintenance team, typically our business
partners or end customer personnel, performs daily inspection, data collection
and troubleshooting of autonomous driving equipment using our proprietary
mobile operation terminals.
• Regional support. Using our 24/7 remote monitoring and expert system, our
regional support centers can perform complex troubleshooting and dispatch
engineers to provide on-site support as needed.
• Center maintenance. Our 24/7 monitoring and big data analysis platform can
provide early warning of potential problems with autonomous driving vehicles
and respond to customer troubleshooting in a timely manner, synchronizing and
driving the continuous development of autonomous driving algorithms to reduce
long-term operation and maintenance costs.
As of the Latest Practicable Date, our system had supported the maintenance
management of more than 1,000 autonomous driving vehicles, with a cumulative operation
mileage of approximately 9.2 million kilometers.
For each transaction, customers typically make payment upon signing of contracts,
payment upon delivery and acceptance of our vehicles, monthly installments, and/or payment
by the end of the warranty term.
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The below table sets forth details of major autonomous driving vehicles involving our technology:
Logistics
Vehicle Types Autonomous electric tractor Autonomous electric truck Autonomous electric flatbed
Product
Specifications
Maximum towing
capacity of 5/10
tons
Maximum towing
capacity of 30/45
tons
Heavy-duty trucks
weighing over 14
tons
Medium-duty
trucks weighing
between 6 tons
to 14 tons
Light-duty trucks
weighing
between 1.8 tons
t o6t o n s
One/three/five/10
cubic
10 to 20 cubic Over 50 tons
Scenarios Factories Airports and ports Trunk/feeder
logistics, mines,
and ports
Feeder logistics
and catering
services at
airports
Cities and
industrial park
logistics
Last-mile delivery
for industrial
parks, factories
and underground
mines
Urban or
industrial park
logistics
Port or industrial
park heavy duty
logistics
Underlying
Autonomous
Driving Platform
U-Drive
® for tractors U-Drive ® for tractors U-Drive ® for
trucks
U-Drive ® for
trucks
U-Drive ® for
trucks
U-Drive ® for
UiBox
U-Drive ® for
trucks
U-Drive ® for
trucks
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Operations
Vehicle Types Vehicles for special purpose operation
Product Specifications Medium-to-large
sanitation
vehicles
Small sanitation
vehicles
Small patrol
vehicle
Retail vehicles Large patrol
vehicles
Follow-me vehicles
Scenarios Cities Cities Cities, power
stations, and oil
and gas pipelines
Cities Airports, cities and
borders
Airports
Underlying Autonomous Driving Platform U-Drive
® for
trucks
U-Drive ® for
UiBox
U-Drive ® for
UiBox
U-Drive ® for
UiBox
U-Drive ® for
passenger cars
U-Drive ® for
passenger cars
Mobility
Vehicle Types Vehicles for personal
mobility
Vehicles for public mobility
Product Specifications Robotaxi 8-seat buses 13-seat buses 19-seat buses 22-seat buses
Scenarios Cities Cities Cities Cities Cities
Underlying Autonomous Driving Platform U-Drive ® for
passenger cars
U-Drive ® for buses U-Drive ® for buses U-Drive ® for buses U-Drive ® for buses
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Case Study: HKIA Autonomous Driving Project
Client Background
Hong Kong International Airport (“ HKIA ”) is a globally renowned aviation hub. In
2025, its passenger volume reached 61 million, while its cargo throughput remained among the
highest globally. HKIA connects more than 200 destinations worldwide and has been
repeatedly recognized as one of the world’s best airports. Its operational scale, technological
infrastructure, and service quality represent the highest standards in the aviation industry,
establishing it as a key node for passenger and cargo transport in the Asia-Pacific region.
Project Challenges
Deploying our autonomous driving products at HKIA required overcoming a multitude
of aviation-specific challenges. First and foremost, the project had to meet the aviation
industry’s stringent safety standards, significantly surpassing those of standard logistics
scenarios. Secondly, the integration had to account for the highly complex nature of airport
operations. Our autonomous vehicles needed to seamlessly integrate into workflows that
involve baggage sorting, flight dispatch, and ground operations, while remaining compatible
with existing airport systems and equipment. Environmental reliability also posed a serious
challenge, as Hong Kong frequently experiences typhoons and heavy rain. The vehicles had to
maintain high operational stability in scenarios such as long tunnels, low visibility, and
intense precipitation. Lastly, the project needed to comply with civil aviation regulations.
Solutions and Industry Barriers Overcome
From the initial tests in 2018 to scaled operations beginning in 2023, we deployed over
70 autonomous vehicles of three major types at HKIA. This six-year collaboration enabled us
to establish an unparalleled advantage in this vertical field. To ensure uninterrupted operation
in adverse weather and weak network conditions on airport aprons, we met HKIA ’s standards
for safety and continuous operations. After receiving approval from the HKCAD in December
2019 to operate without human drivers, we overcame significant challenges, such as safe
towing with long trailers under complex airport conditions. Our solution achieved precise
positioning and ensured no boundary breaches even in restricted airport zones. Our vehicles
operated continuously throughout typhoons and storms, maintaining uninterrupted logistics
services 24/7, 365 days a year.
To facilitate standardized replication and improve deployment efficiency, we developed
a standard autonomous driving platform tailored to aviation industry requirements. We also
implemented a cost-efficient, comprehensive operations and maintenance system that meets
the strict SLA standards in the airport sector. It includes real-time alerts, minute-level remote
support, and a cloud-based data analysis system that calculates a health index for each vehicle
daily and triggers predictive maintenance accordingly. Over 70 software iterations have been
executed with HKIA, forming a standardized and best-practice over-the-air system upgrade
process. Our proprietary toolchain and simulation-based testing system were developed to
boost software update efficiency by over 10 times.
The project also established a deep ecosystem advantage. We provided HKIA with
extensive technical support and training services, enabling airport personnel to skilfully
operate and maintain the autonomous electric towing vehicles and driving systems.
V alue Creation
The project delivered significant and multi-faceted value for HKIA. In terms of safety
enhancement, our autonomous fleet achieved 3.6 million kilometers of safe operation as of
the Latest Practicable Date. Our autonomous vehicles reached nearly the same speed and
punctuality as human-driven counterparts, but with continuous operation and instant
responsiveness. From a sustainability perspective, the switch to electric autonomous vehicles,
along with the reduction in human driver carbon footprints, cut carbon emissions
significantly. This project set the benchmark for autonomous driving implementation in the
aviation industry and is now positioned for rapid replication across the world’s top 50
airports. It has reduced the deployment cycle for new airport projects to under six months,
securing our long-term competitive advantage in the airport domain.
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Case Study: Tongwei Autonomous Logistics Project
Client Background
Tongwei Solar Energy (Sichuan) Co., Ltd. (“ Tongwei ”) is the global leader in the
photovoltaic (“ PV ”) industry, holding dual market-leading positions in high-purity
polysilicon and solar cell production. With an annual capacity of 900,000 tons of polysilicon
and over 140GW in solar cell output, Tongwei has maintained the world’s highest solar cell
shipment volume for eight consecutive years. As a benchmark enterprise in China’s national
dual-carbon strategy, Tongwei is both a key standard-setter and a powerhouse in global new
energy manufacturing. Its production bases span core industrial zones such as the Yangtze
River Delta and the Chengdu-Chongqing economic region, and its operational systems
represent the highest level of sophistication in global PV manufacturing.
Project Challenges
Tongwei’s digital transformation confronted three core challenges widely recognized in
the PV industry as a “trilemma.” First, extreme precision and industrial-grade safety were
required. Materials such as glass substrates and solder ribbons are exceptionally sensitive,
requiring a transportation system with docking accuracy within 10 centimeters and obstacle
avoidance success rates above 99.9%. Second, the system had to operate with high throughput
under extreme production demands. Each production base handles the transfer of over 1,800
pallets per day across more than 300 transport trips. These movements must function
continuously under adverse conditions such as rain and nighttime darkness, leaving nearly
zero tolerance for system faults. Lastly, Tongwei needed to break through legacy barriers of
incompatible systems. The challenge was to interface with diverse third-party vision systems,
forklifts, and other heterogeneous equipment, building a unified communication protocol
across brands and suppliers to resolve the long-standing issue of data silos in industrial
automation.
Solutions and Industry Barriers Overcome
To address these multi-faceted challenges, we implemented a “technology-data-
ecosystem” triad strategy. Our end-to-end autonomous logistics system integrated unmanned
forklifts, unmanned towing vehicles, and intelligent dispatching into a fully automated
logistics chain. This covered the complete journey of materials from the raw materials
warehouse to production lines, enabling true end-to-end logistics automation. By securing a
key role in Tongwei’s Industry 4.0 upgrade, we established a strategic foothold in the emerging
ecosystem of intelligent PV manufacturing. One of our defining strengths was our fast
deployment and iteration. From contract signing in June 2023 to final project delivery in
December 2023, we completed more than 70 algorithm iterations, reducing the average
industry deployment timeline by 40%. Throughout the process, we maintained a tightly
closed-loop technical cycle, ensuring that each version incrementally improved precision,
efficiency, and system resilience.
V alue Creation
The project delivered value that extended beyond financial metrics, providing a new
solution for manufacturing in the PV sector. On the commercial front, we reduced the need for
40 outdoor logistics drivers, directly cutting annual labor costs by RMB5 million. The system
also enhanced process synchronization and coordination, raising production line integration
efficiency by 30%, and achieved a return on investment of under two years.
In terms of safety, we achieved a record of over 10,000 hours of incident-free operation
as of the Latest Practicable Date. Even under extreme weather conditions like rain and
nighttime low visibility, the failure rate of the logistics system was kept below 0.1%, ensuring
uninterrupted 24/7 production.
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At the industry level, this project became the first fully end-to-end automated logistics
benchmark in the PV sector. It has already been replicated at Tongwei’s Nantong and Meishan
bases. Moreover, the learnings and technical models developed through this project have been
adopted by other top PV manufacturers, including Jinko Solar and JA Solar. By spearheading
this transformation, we helped elevate China’s PV industry in the global technology
landscape, contributing to its leadership in both efficiency and automation standards.
Autonomous Driving Kit Solutions
In addition to our all-in-one solutions, i.e. our autonomous driving vehicle solutions,
we also offer autonomous driving kit solutions that can be used in a wider range of scenarios
beyond existing scenarios. This approach allows us to swiftly expand the application scenarios
for our autonomous driving solutions and sell to not only corporate customers, but also
commercial vehicle manufacturers and passenger car manufacturers. Our autonomous driving
kit solutions are all-in-one solutions which includes either our L4 autonomous driving kits
consisting of comprehensive hardware and software systems that add autonomous driving
capabilities to our customers’ vehicles or L2+ autonomous driving kits that enable vehicles
with a series of autonomous navigation, following and parking functions to passenger car
manufacturers and commercial vehicle manufacturers, and related autonomous driving
services such as deployment service, technological maintenance of kits and software update
service. Our autonomous driving kits are a complete kit that includes both vehicle brain and
sensor set of an autonomous driving vehicle, but without the vehicle body.
The diagram below illustrates the business model of our autonomous driving kit
solutions:
Domain
controllers
Upstream
component
suppliers
Surveying and
mapping service
providers
Corporate customers
(including commercial
vehicle manufacturers
and passenger
car manufacturers)
Autonomous Driving Kit Solutions
Cloud brain
software
Provide sensor,
wire harness
and other components
Hardware
Provide high-precision map
and data services
Outsourced
manufacturers
Vehicle brain
software
U-Drive®Manufacture
domain
controller
Autonomous driving kit solutions
Provide
For each transaction, customers typically make payment upon signing of contracts,
payment upon delivery and acceptance of our kits, monthly installments, and/or payment by
the end of the warranty term.
L4 Autonomous Driving Kits
In July 2020, we began offering our L4 autonomous driving kits to our corporate
customers, commercial vehicle manufacturers and passenger car manufacturers. Our L4
autonomous driving kits consist of essential hardware components, primarily including
sensors, and software components such as our autonomous driving system and related
algorithms, that enable our customers’ vehicles to operate autonomously.
Specifically, we have partnered with six major commercial vehicle manufacturers to
develop L4 autonomous driving kits for buses and trucks of various sizes and features as of
the Latest Practicable Date. As of the same date, we had applied our L4 autonomous driving
kits to vehicles designed for various application scenarios, including: logistics, such as
last-mile delivery in industrial parks, factories, pig farms and underground mines; mobility,
such as public and personal mobility in airports and parks; and operations, such as patrol,
sanitation, and retail in airports and cities. We are also exploring new applications to further
expand our market reach. During the Track Record Period, our L4 autonomous driving kits
were offered to corporate customers, such as HKIA, and commercial vehicle manufacturers
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and passenger car manufacturers such as Skywell New Energy Vehicles Group Co., Ltd. and
logistics service providers for car manufacturers.
L2+ Autonomous Driving Kits
Our L2+ autonomous driving kits adopt service-oriented architecture (“ SOA”)-based
integrated software architecture. Our modular approach in developing L2+ autonomous
driving kits enables easy adaptation to all kinds of computing platforms, flexibly meeting all
kinds of L2 autonomous driving requirements, including adaptive cruise control,
lane-keeping assist, blind zone detection, and automated parking.
According to Frost & Sullivan, we are one of the first movers in the industry to develop
a controller with high-speed navigation on autopilot using a single chip, namely our UC1200A
controller, as opposed to the two chips typically required. Moreover, we are one of the few
companies that can adopt hybrid rule-based and data driven design methodology on a
low-end autonomous driving domain controller, our UC1200A, according to the same source.
Our UC1200 controller is expected to provide all-in-one intermediate driving and parking
functions, including highway auto pilot, commute memory pilot, vision and ultrasonic fusion
autonomous parking, data desensitization and backhaul, over-the-air, shadow mode, and
other auxiliary functions. In addition, it is expected to be backward compatible with a full
range of basic L2 autonomous driving functions. We are also the first company in the industry
to realize full-time access to vision sensors using time division multiplexing on a single chip,
further providing passenger car manufacturers with drive recorder functionality and cost
reduction. Leveraging our ability in adopting hybrid rule-based and data driven design
methodology on our UC1200A controller, we are able to offer L2+ autonomous driving kits
with features comparable to industry-leading companies but at a lower cost as compared to
the industry average, giving us greater pricing flexibility. During the Track Record Period, our
L2+ autonomous driving kits were offered to a number of leading China commercial vehicle
manufacturers and passenger car manufacturers.
Case Study: Autonomous Pig Transfer Project
Client Background
We have provided our autonomous driving kit solutions of a client which is a leading
enterprise in China’s pig farming industry (“ Client A ”). Ranked among the Fortune China 500
and China’s Top 500 Agricultural Enterprises, Client A was also listed on the Hurun Global
500 in 2022. Client A operates a fully integrated business model centered on pig farming,
encompassing feed processing, breeding, and slaughtering. As a flagship of modern
agriculture in China, Client A leads globally in farming scale, technological capability, and
industrial integration.
In the pig sales process, the transfer of pigs from pigsties to shipment loading points has
long been one of the most labor- and cost-intensive segments of the logistics chain. Beginning
in 2022, we initiated technical exchanges with Client A, focusing on developing an
autonomous driving system tailored to pig transport vehicles. By the second quarter of 2023,
we had entered pilot cooperation and began testing autonomous pig-loading operations at
Client A ’s flat-roof pigsty facilities in Nanyang. After successful validation by the third
quarter of 2023 and continued optimization, mass deployment began in the second quarter of
2024. As of now, we have delivered nearly 60 systems that are fully operational in Client A ’s
integrated pig farming complexes.
Project Challenges
Deploying autonomous driving technology in the pig farming industry involved
overcoming several domain-specific challenges. First, the system needed to achieve
high-precision docking — pigs must be transferred with a positioning accuracy within ±5 cm
between the pickup point and the vehicle, which far exceeds the standards in typical logistics
scenarios. Second, biosafety was a critical concern. In pig farming, epidemic prevention costs
account for over half of total production management expenses. To meet biosafety protocols,
all incoming vehicles must endure high-temperature disinfection, placing extreme demands on
the corrosion resistance and stability of onboard systems. Third, the project required reliable
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24/7 operation under harsh conditions such as nighttime visibility, rain, snow, fog, unexpected
obstacles, and pedestrian traffic. Lastly, our solutions had to seamlessly integrate with a
tightly coupled operational process — this included automated gates, on-site traffic control
infrastructure, specialized disinfection units, and enterprise production and sales systems to
ensure full information flow automation.
Solutions and Industry Barriers Overcome
Through the large-scale deployment of this project, we have built multidimensional
capabilities and industry barriers that offer a lasting advantage. To address system
coordination challenges, we integrated both physical and data layers with Client A ’s existing
pig transfer equipment. This enabled a fully automated process from pigsty to shipment gate.
With vehicle-cloud coordination, intelligent dispatch, and dynamic path planning, we ensured
seamless operation among all devices. Furthermore, integration with production management
systems allowed full automation of information flows.
This was the first autonomous driving project in the livestock transfer segment to be
implemented and operated at scale in the industry. The experience we gained from these
deployments now offers us an early-mover advantage and a wealth of standardized data,
paving the way for further commercialization within the animal husbandry sector. System
reliability was another key achievement. Through extensive validation using dozens of
vehicles across real-world operational sites, we iterated and optimized system components
repeatedly. As a result, the overall system has now achieved 99.5% operational stability, fully
meeting the peak-period transfer needs of pig shipments.
We also achieved rapid deployment in this project. By adopting modular designs for
both vehicle bodies and autonomous driving kits, we streamlined our software deployment
processes. This allowed us to complete the full assembly-to-deployment cycle of an
autonomous pig transfer vehicle within just 3 to 5 days. The enhanced efficiency provided a
strong foundation for stable supply and delivery, particularly during peak sales seasons in the
pig farming industry.
V alue Creation
The project delivered multi-dimensional strategic value for Client A. On the biosafety
front, our solutions significantly enhanced epidemic prevention while reducing costs. Since
biosafety-related expenditures account for more than half of overall production management
costs, our system — which reduces human-pig contact by 91% — dramatically lowered the risk
of disease transmission, including African Swine Fever. In terms of operational efficiency,
each vehicle achieved a 40% increase in daily transfer volume, while labor costs fell by 50%.
Annually, this translates into operating cost savings of over RMB10 million.
In addition, the project served as a strategic lever for industry leadership. By exporting
the technical solutions to other top-5 pig farming companies, we contributed to the broader
advancement of autonomous technologies in animal husbandry. Finally, the project
reinforced Client A ’s first-mover advantage in the “intelligent pig farming” space. It has
played a key role in maintaining Client A ’s 15% production costs lower than the industry
average, supporting their long-term competitiveness in a rapidly modernizing agricultural
sector.
Autonomous Driving Software Solutions
In the process of acquiring new customers, we sometimes begin by offering autonomous
driving software solutions to meet our customers’ needs at different stages of achieving truly
autonomous operations. In doing so, we earn our customers’ trust and demonstrate our
autonomous driving capabilities to cross-sell our all-in-one autonomous driving vehicle
solutions or autonomous driving kit solutions. We offer autonomous driving software
solutions to corporate customers, commercial vehicle manufacturers and passenger car
manufacturers which primarily include software development services on a project-by-project
basis, where we tailor-make autonomous driving software that meet our corporate customers’
specific requirements. More specifically, we can help our customers to develop autonomous
driving-related software, systems and technologies, autonomous driving modules which are
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primarily L4 and, to a lessor extent, L2, comprehensive AI data infrastructure, cloud brain
software, and software tools, for different application scenarios based on their specific
requirements and needs, and embed such software, systems and technologies into their
proprietary system.
The modular approach we took in developing our cloud brain allows us to quickly
develop software for new application scenarios for our customers at a lower cost by combining
and modifying different modules. As such, we can typically complete development and deliver
the required software to our customers within six months to a year. This is much faster than
customers developing this software from scratch, which can take years. We may also receive
service fees from upgrading services for the software’s functions and performance at
customers’ requests. The diagram below illustrates the business model of our autonomous
driving software solutions:
Autonomous Driving Software Solutions
Self-developed
software
Provide
Corporate customers
(including commercial
vehicle manufacturers
and passenger
car manufacturers)
In most cases, we deliver software only under our autonomous driving software
solutions. In 2023, we also delivered results of certain projects under our autonomous driving
software solutions business which also comprised hardwares we procured, designated by and
delivered directly to customers. Pursuant to the accounting policies and based on the
judgment of management, the relevant revenues generated were recognized on a net basis,
while the corresponding trade and bills receivables (as well as trade and bills payables) were
recorded on a gross basis.
For each transaction, customers make payments upon signing of contracts, delivery and
acceptance of the software developed, and/or in rare cases where there is a warranty period,
by the end of the warranty term.
Autonomous Driving V ehicle Leasing Services
Subject to the needs of our corporate customers and as part of our efforts to gain new
customers, we also offer leasing services for our commercial vehicles with various L4
autonomous driving capabilities as a try-before-you-buy option. Our corporate customers can
use our autonomous driving vehicles for a certain period of time before purchasing our
autonomous driving vehicle solutions. For example, a major international airport in
Northwestern China procured our autonomous driving vehicle solutions, which included 65
autonomous driving vehicles, after leasing our autonomous driving vehicles for three years.
As deployment is necessary at the initial stage of delivery such services, we usually incur
relatively higher cost of sales during this stage. After the deployment stage, we generally
observe an improved gross profit margin.
The diagram below illustrates the business model of our autonomous driving vehicle
leasing solutions:
Corporate
customers
Autonomous driving vehicles
(produced for autonomous
driving vehicle solutions)
Lease
Autonomous Driving Vehicle Leasing Services Solutions
We receive monthly rental payments from our customers of autonomous driving vehicle
leasing services.
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Our Operational Highlights
The table below sets out the timeframe of operations for each of our solutions and
services, all of which are part of our autonomous driving solutions and are specialist
technology products:
Autonomous
driving vehicle
solutions
Autonomous
driving kit
solutions
Autonomous
driving
software
solutions
Autonomous
driving vehicle
leasing services
Commencement of
R&D
March 2016 July 2016 October 2016 March 2016
PoC March 2017
(1) February 2017 April 2018 March 2017
Commercial-ready July 2019 May 2018 June 2018 April 2021
Revenue generation July 2020 June 2018 June 2018 June 2021
Note:
(1) We generated revenue during the PoC stage for conducting road tests of autonomous driving vehicles
with safety driver for the HKIA project. We started to record revenue from certified products in July
2020.
We had a total of 88, 100 and 110 customers in 2023, 2024 and 2025, respectively. We
had 64, 72 and 73 new customers in 2023, 2024 and 2025. Our growing customer base
demonstrates the market’s confidence in and acceptance of our solutions and services. The
transaction volume of our autonomous driving solutions had a general increasing trend from
2023 to 2025, in line with the growth of our business.
P ATH TO PROFITABILITY
We are a Commercial Company with our Specialist Technology Products successfully
commercialized in the Track Record Period. We have demonstrated a strong revenue growth,
maintained a relatively high gross profit margin, and achieved operating expense efficiency
demonstrated by its decreasing operating expense/revenue ratio throughout the Track Record
Period. In the next three years, we do not expect any material change in our business model,
business focus in terms of revenue contribution by business lines/user industry/application
scenario, or cost structure; we expect to achieve profitability leveraging a similar growth
strategy adopted in the Track Record Period, that is, (i) strong revenue growth, (ii)
maintaining our relatively high gross profit margin, and (iii) increasing operating expense
efficiency as our revenue increases.
STRONG GROWTH MOMENTUM AND REVENUE VISIBILITY
We are currently at a relatively early stage of commercialization, but have demonstrated
continuing revenue growth and increasing customer adoption. Our revenue increased by
64.5% from RMB161.4 million in 2023 to RMB265.5 million in 2024, and further increased by
23.7% to RMB328.3 million in 2025. This growth has been underpinned by successful
launches of new solutions and services, deployment across new sectors, and proactive market
expansion efforts.
We serve a growing and geographically diversified customer base, expanding from 88
customers in 2023 to 110 in 2025. As of the Latest Practicable Date, we served leading
customers across six countries and regions, including recurring deployment programs at
flagship sites such as HKIA and Client A. These deployments are replicating to additional
locations, providing us with meaningful revenue backlog and forward visibility.
We expect to maintain the growth momentum in the next three years leveraging the
industry tailwinds and our sustainable growth strategies.
Industry Tailwinds and Commercial Headroom
We operate in addressable markets with a substantial room for growth, and we have
formed our growth strategies to capture the market opportunities.
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According to Frost & Sullivan, the CAGR of the size of the Greater China and global
L4 autonomous driving solutions for commercial vehicles in the airport scenario markets is
expected to be 78.6% and 91.7%, respectively, from 2026 to 2030; the CAGR of the size of
Greater China and global L4 autonomous driving solutions for commercial vehicles in the
factory scenario markets is expected to be 67.4% and 73.4%, respectively, from 2026 to 2030.
We believe we are well positioned to capture the rapid market growth in these two key sectors,
leveraging our established leading market position supported by our growth strategies.
According to Frost & Sullivan, the CAGR of the size of the Greater China and global
L4 autonomous driving solutions for commercial vehicles in open scenarios markets is
expected to be 103.2% and 103.9%, respectively, from 2026 to 2030. In light of the market
trend, we also expect to expand into open scenarios in addition to further strengthening our
market position and penetration in the market for commercial vehicles in closed scenarios
(primarily including airports and factories). For instance, U-Drive
® 6.0 and 7.0 are designed
for open roads with the capability of expanding the our product offerings and addressable
markets.
As the CAGR of the size of the global L4 autonomous driving solutions for commercial
vehicles in each of closed and open scenarios markets from 2026 to 2030 is higher than that of
the Greater China market, being 53.8% vs. 52.1%, and 103.9% vs. 103.2%, we expect to benefit
from our “overseas expansion” plan in terms of strong revenue growth.
Our business model emphasizes repeatable deployments in semi-controlled
environments, where customer needs are urgent and switching costs are high. These conditions
allow us to build deeper relationships, expand wallet share, and reinforce our market position.
Strategic Roadmap for Growth and Market Leadership
To sustain growth and achieve profitability, we are executing a multi-pronged
development strategy. This includes: (i) accelerating the sale of standardized autonomous
vehicles in high-demand verticals such as airports and factories, (ii) expanding our product
mix to include new industrial vehicle types such as driverless forklifts and light trucks and
developing new solutions and services that cater to the dynamic needs of the market, and (iii)
deepening international presence through a “overseas expansion” strategy targeting top-tier
airports and manufacturing hubs worldwide.
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The table below sets forth our growth strategies corresponding to such measures to realize revenue growth as well as our proposed
allocation of net proceeds from the Global Offering in this regard:
Measures to drive revenue
growth Growth strategies Proposed use of proceeds
Accelerating the sale of
standardized
autonomous vehicles in
high-demand verticals
such as airports and
factories
• Consolidate our leading market position in key sectors: to deepen
expansion in airports and factories scenarios, by retaining existing
customers and acquiring new customers. We also expect to conduct BD
activities and recruit sales professionals to facilitate business expansion in
these key sectors, while continuing to benefit from our proven track record
of delivering high quality solutions to esteemed customers such as HKIA
to achieve an efficient customer acquisition in our existing key sectors.
• Continue to increase R&D investment to drive technological innovation and
breakthroughs: to continue to upgrade and iterate U-Drive
®. U-Drive ® 7.0
is expected to be adaptable to more complex scenarios to satisfy customer
needs in key sectors such as airports and factories and capable of
supporting millions and tens of millions of vehicles to satisfy our rapidly
growing business scale. Although various application scenario may involve
different types of autonomous vehicles, we would try to standardize the
technical solutions under the same type of autonomous vehicles as well as
applying standardized technical solutions among different types of
vehicles, so as to reduce the R&D cost when we expand our customer base.
• Strengthen team building to ensure sustainable development: to recruit sales
and marketing professionals to support BD activities.
• Further develop U-Drive
® system and expand cloud
computing resources: to adapt to exponential increase
in business volume
• Fulfill business development initiatives in China: to
conduct BD activities and recruit sales personnel in
China
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Measures to drive revenue
growth Growth strategies Proposed use of proceeds
Expanding product mix to
include new industrial
vehicle types such as
driverless forklifts and
light trucks and
developing new
solutions and services
that cater to the
dynamic needs of the
market
• Continue to increase R&D investment to drive technological innovation and
breakthroughs: to develop new products and solutions such as new vehicle
models; to expand into new and more complex scenarios to satisfy
demands from existing and new customers; to continue to upgrade and
iterate U-Drive
®. U-Drive ® 6.0 and 7.0 are designed for open roads with
the capability of expanding our product offerings and addressable
markets.
• Deepen our presence in existing sectors: to deepen our presence in key
verticals such as airports and factories, and adjacent sectors like electric
utility operations and environmental sanitation. We have collaborated
with major utility partners in China to develop a number of products,
including substation inspection products and “inspection vehicle + robot
dog” collaborative inspection solutions, which are based on our
standardized UiBox products. In this scenario, the L4 driverless
inspection vehicle transports the L4 robot dog to the inspection station via
open roads, drops off the robot dog for inspection, and then retrieves the
robot dog and transports it to the next station. We have also entered into
framework orders for such electric utility operation products. For
environmental sanitation sector, we have developed a small-scale
sanitation product based on the standard UiBox product, i.e. L4 driverless
autonomous sanitation vehicles applied in open roads to clean
non-motorized lanes and pavements and have initiated negotiations with
several large sanitation equipment manufacturers for potential
cooperations. By standardizing and replicating our core platform across
fragmented sectors, we aim to achieve rapid product deployment, and,
over the long term, drive recurring revenue through AI driver subscription
services.
• Strengthen team building to ensure sustainable development: to recruit
R&D experts and sales and marketing professionals
• Seek strategic investments/acquisitions to enhance our competitive edge: to
enhance our R&D competitive edge in a more cost-efficient manner
• Further develop U-Drive
® system and expand cloud
computing resources: to adapt to exponential increase
in business volume, and to enable adaptation of system
into new products, industry verticals and new
scenarios
• Build overseas R&D centers: to develop localized/new
products specifically addressing unique local issues or
conditions
• Fulfill overseas business development initiatives: to set
up overseas BD centers and recruit sales personnel
overseas
• Fulfill business development initiatives in China: to
conduct BD activities and recruit sales personnel in
China
• Make strategic investments: acquisitions or minority
equity investments in target companies to enhance
R&D competitiveness and efficiency. We expect to
allocate approximately 7.8% of the net proceeds from
the Global Offering for such minority equity
investments in the next four years, but we did not have
a specific target or timeline as of the Latest Practicable
Date. We have tested one new type of chip, three types
of LiDAR and five types of cameras, and will conduct
more tests before we form a preliminary plan of
potential investments.
Deepening international
presence through a
“overseas expansion”
strategy targeting
top-tier airports and
manufacturing hubs
worldwide
• Execute our “overseas expansion” strategy: with a focus in airports and
factories/manufacturing sector to take advantage of our leading position
and proven track record in these two sectors. We expect to establish local
sales teams and R&D centers in Hong Kong, Singapore/Malaysia, Qatar,
Europe, Japan/South Korea, and the United States, and build up two data
centers in Singapore/Malaysia and Qatar. Our expansion to Qatar will be
implemented in a prudent manner in view of the current situation in the
Middle East.
• Strengthen team building to ensure sustainable development: to recruit
R&D experts and sales and marketing professionals
• Build overseas R&D centers: to develop localized/new
products specifically addressing unique local issues or
conditions
• Build up overseas data centers: to satisfy the massive
data processing and storage demand derived from
overseas business
• Fulfill overseas business development initiatives: to set
up overseas BD centers and recruit sales personnel
overseas
See “— Our Strategies” and “Future Plans and Use of Proceeds.”
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In 2025, we had entered into orders with transaction value amounting to approximately
RMB519 million from which we had recognized approximately RMB270 million of revenue as
of December 31, 2025, with the remaining orders to be delivered in 2026; and we further
secured additional orders with transaction value amounting to approximately RMB95.2
million subsequent to December 31, 2025 and up to the Latest Practicable Date primarily
relating to the sales of our autonomous driving vehicle solutions and autonomous driving
software solutions, which are expected to be delivered in 2026 and 2027.
COST DISCIPLINE
Relatively high gross profit margin
In the Track Record Period, we successfully maintained a relatively high overall gross
profit margin, being 48.8%, 43.7% and 51.1% in 2023, 2024 and 2025 despite the fact that the
revenue contribution or gross profit margin of each of our four business lines fluctuated. In
the next three years, we do not expect a material change in our business model or revenue
contribution by business lines/industry verticals scenarios/geographic locations, and thus do
not expect a material change in its cost structure. As a result, we estimates our overall gross
profit margin will continue to be relatively high in the next three years.
Nevertheless, we believe we are well positioned to further optimize our cost of sales in
the future. For instance, as the sales of our autonomous driving vehicle solutions grow, and
certain key components such as vehicle bodies, LiDARs, domain controllers, cameras, and
wiring harnesses can be used in both commercial vehicles and passenger cars, we expect to
leverage strengthened bargaining power in bulk orders to obtain more favorable price for key
components and negotiate longer credit terms with our suppliers. We have successfully
reduced the costs of certain key components by 2025 through our implementation of various
measures. In particular, by increasing our purchase volumes, we have obtained discounts of
approximately 5% to 18% on vehicle bodies and LiDARs; by sourcing directly from
manufacturers, we have secured a discount of approximately 29% on in-vehicle displays; and
by establishing long-term business relationships with relevant suppliers, we have obtained
discounts of approximately 7% to 26% on electric parking brake systems and 5G industrial
IoT gateways. Additionally, we expect our costs related to the delivery of our solutions to be
further reduced as we have already shortened deployment period from one month to one to
two weeks since the second half of 2025, for our autonomous driving vehicle solutions which
were provided to repeat customers or for similar scenarios or similar customer requirements
— where we can implement relatively standardized deployment plans.
In the long run, as a larger proportion of customers enter into renewed contracts solely
subscribing for the AI driver services after our customer base reaches a certain scale, our
overall gross profit margin will increase. See “— Our Strategies — Expand our business into
new sectors, promote the maturation of AI driver subscription model and maintain ecosystem
positioning.”
High operating expense efficiency
During the Track Record Period, our operating expenses (i.e. the aggregate of R&D
expenses, selling and marketing expenses and administrative expenses)/revenue ratio
decreased from 192.5% in 2023 to 126.5% in 2024 and further to 116.8% in 2025. The
continuingly improved operating expense efficiency is primarily a result of our efficient R&D
and sales and marketing activities.
In the next three years, the revenue increase is expected to significantly outpace the
increase of R&D expenses, selling and marketing expenses, and administration expenses.
• The high R&D expense efficiency is realized by the U-Drive
® system, which is
already an all-scenario system capable of delivering results in a highly scalable
manner. We also expect to accelerate the sale of standardized autonomous
vehicles in high-demand verticals, for which no significant R&D expenses (which
are usually incurred for the development of new/customized solutions) will incur.
As one of our primary goals of our R&D activities is to continuously improve our
all-scenario autonomous driving systems, especially in terms of capabilities in
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complex scenarios (such as open roads), versatility (adapting to new scenarios
while minimizing marginal costs), and fault tolerance (e.g., the system can still be
applied even if delivery or partner mapping is inaccurate, or if road construction
occurs), our expansion into new industry verticals or sectors is expected to drive
our revenue growth without incurring high marginal R&D costs. In addition, we
have been enhancing our operational efficiency primarily through the wider
adoption of AI tools and platforms into programming, product and solution
designing and testing with the aim to achieve higher cost efficiencies in R&D
process.
We plan to further (i) promote the widespread adoption of AI-powered
programming tools internally to enhance our software development efficiency;
and (ii) improve the automation of tasks such as issue analysis, data annotation,
and test case generation, in particular: (1) considering that issue analysis
typically involves extensive engineering manpower, we are continuously
developing issue analysis tools that will significantly reduce our labor costs for
issue analysis in the future; (2) data annotation plays a critical role in the
decision-making process of autonomous driving algorithms, but it requires
significant and sustained manual effort. We are continuously advancing the
automation of data annotation. This involves leveraging LLMs such as VLMs,
deploying multiple larger-scale, higher-precision models in the cloud, and
applying temporal fusion methods to generate high-precision pre-annotated
results, thereby significantly reducing the need for manual annotation; and (3)
simulation testing is crucial for autonomous driving and is more cost-effective
than real-vehicle testing. We are leveraging heuristic methods,
optimization-based methods, and LLM-based methods to automate the
generation of massive numbers of test cases. We believe the cost-efficiency in our
R&D activities will be further enhanced as a result.
• Selling and marketing expenses are also expected to increase at a significantly
lower pace compared with revenue/gross profit growth in the next three years. We
had high key customer stickiness in the Track Record Period, primarily due to the
quality of our solutions and services as well as the high switching costs for
customers in the industry. Furthermore, we will also continue to benefit from our
proven track record of delivering high quality solutions to esteemed customers
such as HKIA to achieve efficient new customer acquisition in our existing key
sectors. Therefore, we expect our customer acquisition cost to remain relatively
low, as we expect to acquire new customers through local partners and
up-sell/cross-sell to repeat accounts. In particular, we plan to work more closely
with our OEM partners and local partners to jointly promote our solutions and
services, thereby reducing selling and marketing expenses.
• Administrative expenses are poised to increase at a more steady pace than the
revenue/gross profit growth in the next three years. We expect to incur additional
staff costs and office rental expenses in overseas markets in line with the overseas
expansion strategy, while we will take a prudent approach in our business
expansion, e.g. the increases in the headcount of overseas administrative
personnel and office spaces will be well-organized and correspond to the pace of
business expansion. We thus expect our administrative expenses to be
controllable in the next three years. We have implemented several energy-saving
initiatives in our daily operations such as real-time monitoring of
high-energy-consumption equipment, setting computers to sleep mode, and
phasing out outdated and energy-intensive equipment. In addition, we regularly
review our cloud service subscriptions and promptly terminate unused cloud
resources, thereby ensuring that we purchase software licenses only based on
actual operational needs and reducing our administrative expenses.
To summarize, we have implemented cost optimization and operating expense efficiency
improvement initiatives as described above to maintain our overall gross profit margin at a
relatively stable level and enhance our operating expenses efficiency. However, we do not
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expect cost of sales and operating expenses to decline in terms of their absolute amount given
our expected business growth. Nevertheless, we will continue to explore feasible cost control
measures. For instance, we believe that we have the flexibility to lower our finance costs by
using the net proceeds from the Global Offering to support our business operations and in
turn reduce the level of outstanding bank loans. We will also continue to enhance
management of trade receivables to minimize impairment. See “— Outlook for Breakeven and
Profitability” below for detailed discussion.
U-Drive
® systems contributing to profitability
We expect to achieve the following leveraging our continuous technological iterations
and innovations of our proprietary U-Drive ® systems:
• Drive efficient adaptation of autonomous driving technology to various scenarios:
we will continue to enhance and upgrade its self-developed U-Drive ® system,
with the aim to accomplish efficient adaptation to extensive scenarios and
industries, thereby satisfying the fast-evolving and diversifying needs of the
customers and collaborators to further improve the scale of business. For
instance, we have invested additional R&D efforts in our next generations of the
U-Drive
® system to render them more adaptable and efficient of targeting a
wider range of scenarios and industries. The next generations of the U-Drive ®
system will primarily target (i) complex scenarios, such as open roads; (ii)
adaptability, to minimize marginal costs when adapting novel scenarios and (iii)
fault tolerance, to ensure functionality even when delivery or partner mapping is
inaccurate, or when road construction occurs. We believe that a broadening
industry coverage of the autonomous driving solutions will further improve its
scale of business and visibility in the long run.
• Reduce marginal costs of innovation and breakthroughs for new vehicle models and
scenarios: While we have been constantly making R&D investments to further
enhance our R&D capabilities, we are proactively taking actions to address the
R&D marginal costs in various aspects. For instance, U-Drive
® 5.0 strengthens
the kinship among different types of vehicle models, which simplifies the process
of new model development. Given the refined data and AI infrastructure
capabilities, we are managed to significantly reduce manual automation costs
while enhance efficiency in training new models. With the gradual deployment of
our overseas computing centers, we expect the training duration for new large
models, which forms the most expensive constituent of R&D costs, to reduce
from weeks to days or even less. Going forwards, we plan to increase our adoption
of AI programming and data-driven model deployment to further optimize R&D
marginal costs while improve overall R&D efficiency.
• Cost of sales optimization: we expect that both U-Drive
® 6.0 and 7.0 will further
optimize its costs of sales in the following ways: (i) reduce the development costs
for novel model vehicles in closed scenarios, primarily due to the superior
versatility in connection with the new systems. U-Drive
® 6.0 and 7.0 will
significantly reduce the total number of R&D personnel required on the projects
and shorten the development cycle; (ii) reduce the development costs for novel
model vehicles on open roads. U-Drive
® 5.0 requires extensive customization
when addressing open-road scenarios. In contrast, U-Drive ® 6.0 and 7.0 are
designed for open roads with the capability of expanding the product offerings
and addressable markets; and (iii) reduce the operational and maintenance costs
across all vehicle types and scenarios. U-Drive
® 6.0 is equipped with the function
of identifying and diagnosing issues through remote large-scale models, which in
turn will reduce staffing requirements per route compared with the existing
U-Drive
® 5.0. Going forward, we are striving to further upgrade its U-Drive ®
system and optimize our cost of sales to improve our overall profitability.
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OUTLOOK FOR BREAKEVEN AND PROFITABILITY
We recorded net losses of RMB213.1 million, RMB211.6 million and RMB230.2
million in 2023, 2024 and 2025, respectively, with narrowing losses reflecting improving
operating leverage. We believe that our current sales momentum, order backlog, and margin
expansion strategy position us well to achieve net profit breakeven within the next three years.
We expect to continue investing in strategic R&D and commercialization, but remain
confident in our ability to reach sustainable profitability over the medium term. Our
anticipation to achieve breakeven depends on our reasonable estimate and belief as of the
Latest Practicable Date and various assumptions, many of which are beyond our control,
including but not limited to the following assumptions: (i) there will be no material delays or
obstacles to our business plan and development strategies; (ii) we will be able to deliver our
solutions and services in the manner and quality anticipated; (iii) we will be able to fulfill the
contractual undertakings relating to our solutions and services and ensure they are performed
in accordance with the relevant contractual terms; (iv) our counterparties will perform their
obligations in accordance with the relevant contractual terms; (v) our customers’ own
financial and operational performance will not experience any material adverse changes; (vi)
our operations and our business relationships with major customers and suppliers will not be
materially affected; (vii) there will be no regulatory regime undermining our business; (viii)
there will be no material changes in the conditions under which we operate; (ix) there will be
no other material adverse effect that would undermine our business and financial
performance; (x) our business and financial performance will grow generally as we
anticipated; and (xi) there will be no occurrence of any event as disclosed in “Risk Factors.”
Benefiting from the solid foundation we have built and the market opportunities we have
seized, we believe that we are able to maintain the sustainable growth of our business.
In addition to a sustainable growth to achieve a net profit level breakeven, we have also
been improving our management of working capital, including:
(i) further improving the management of trade receivables. We will continue to
prudently review the recoverability of trade receivables and long-aged trade
receivables by taking into account factors including but not limited to the
on-going business performance and financial condition of our customers, the
expected business performance and financial condition of our customers in the
near future, the relevant customers’ plan to settle the corresponding trade
receivables and long-aged trade receivables, and the negotiation results with the
relevant customers. We will also strive to negotiate more favorable credit terms
when entering into new contracts with customers. For instance, in 2024 and 2025,
we secured more favorable payment schedules under certain new contracts with
customers of its autonomous driving vehicle solutions, with an increased
proportion of prepayments upon the signing of agreements. We have been and
will be actively communicating with our customers regarding trade receivables
collection. The above management measures have resulted in a decrease of trade
and bills receivables turnover days from 295.1 days in 2023 to 263.6 days in 2024;
such turnover days increased to 310.8 days in 2025 primarily because we delivered
solutions amounting to approximately RMB107 million at the end of 2025 which
resulted in a relatively high level of trade and bills receivables as of December 31,
2025;
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(ii) further improving the management of inventories. We believe that we did not
encounter significant inventory recoverability issues as: (a) we have adopted
effective inventory management measures primarily including the
implementation of “first in, first-out” method, making procurement plan based
on definite and binding delivery schedules under orders or sales agreements; and
(b) our inventories generally have no expiration date and earlier types of raw
materials will be utilized during the maintenance of earlier models sold. The
inventory turnover days significantly decreased from 302.1 days in 2023 to 138.6
days in 2024 and further decreased to 119.2 days in 2025 as a result of the above
management measures. Going forward, we will continue to adhere to our current
inventory management measures, and expects to further improve its inventory
management by prioritizing the utilization of existing inventories and close
observation on the market price of key raw materials to facilitate a more efficient
procurement plan. Moreover, during the Track Record Period, we did not
encounter material fluctuations of our solutions and recorded a relatively high
gross profit margin (generally higher than 40%), i.e. we did not encounter
situations where the selling price cannot cover the relevant costs which will lead
to an impairment of inventories; and
(iii) further improving the management of trade payables. Our trade and bills payable
turnover days slightly decreased from 125.2 days in 2023 to 122.7 days in 2024,
and increased to 194.6 days in 2025 as we obtained more favorable payment terms
with from certain of our suppliers in 2025, such as longer credit terms or
accepting credit sales instead of full prepayments. Going forward, we intend to
improve the turnover of trade payables primarily by negotiating with existing and
potential suppliers for more favorable credit terms.
We had cash and cash equivalents, financial assets at FVTPL and unutilized banking
facilities of RMB298.0 million in aggregate as of December 31, 2025. Subsequent to
December 31, 2025 and up to March 31, 2026, we had obtained additional banking facilities
amounting to RMB210 million to further strengthen our working capital sufficiency.
RESEARCH AND DEVELOPMENT
Overview
Over the years, we have been devoted to the R&D, evolution and innovation of L4
autonomous driving solutions. We have established our R&D centers in Beijing, Shanghai and
Chongqing, focusing on AI and L4 autonomous driving, hardware and cloud brain, and smart
driving of passenger cars, respectively. Utilizing our R&D centers, we actively engage in
resolving challenges associated with design and development of autonomous driving
technologies to bolster the overall competitiveness of our solutions and services.
During the Track Record Period, our R&D expenses amounted to RMB184.4 million,
RMB196.4 million and RMB233.7 million in 2023, 2024 and 2025, respectively,
demonstrating our significant and continuous efforts into the R&D of our solutions, services
and technologies.
Our Core Technologies
We have, after years of R&D investment and practice, mastered a number of core
technologies that cover our vehicle- and cloud-based AI capabilities and our safety
framework. All of these core technologies are in-house developed, and are currently used in
the R&D of our products.
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Our AI Capabilities
We believe that embodied AI has evolved in three key directions. The first is
reinforcement learning, where AI learns through rewards and punishments, enabling models
like AlphaGo Zero and DeepSeek-R1-Zero to surpass human experts without guidance. The
second direction is imitation learning, where AI maps large datasets to train neural networks
for input-to-output inference, learning from examples rather than explicit rules. The third is
knowledge-based learning, which involves breaking down problems into smaller components
and teaching AI to address them individually.
Similarly, autonomous driving has three main approaches. The modular approach
divides driving into perception, localization and other modules guided by expert rules,
integrating deep learning and increasingly using VLMs to replace traditional rules. Imitation
learning learns direct input-output mappings from sensor data and control signals without
step-by-step processing, while reinforcement learning trains AI from scratch in dynamic
traffic simulations via reward and punishment to surpass human driving performance.
Through academic collaboration and industry trend tracking, we have researched all
three approaches. Our U-Drive
® system, the core of our autonomous driving OS, is developed
based on the traditional approach, and the diagram below shows the AI algorithms, models,
and underlying AI technologies applied in it:
Imitation learning-based end-to-end algorithm , visual-language-action model
Visual-language model (VLM)
Multi-sensor
fusion
perception
Localization
Decision
MakingPrediction ControlPlanning
BEV*
Transformer*
Occupancy
Network*
Bayesian networks
Multilayer
perceptron/
VectorNet*
Transformer*
POMDP
Game Theory
Reinforcement learning
Multi-agent
reinforcement learning
Model-based or optimized planning
and control algorithms
Precise control algorithms
* Deep learning models
U-Drive® 5.0
External
sensor
data
AI algorithms and models running on Vehicle Brain AI models trained
on Cloud Brain
U-Drive® 7.0(2)U-Drive® 6.0(1)
AI Model
Training
Engine
Training
data
New
models
Notes:
(1) Our U-Drive ® 6.0 is expected to upgrade U-Drive ® 5.0 by integrating VLMs in the perception,
prediction and decision making AI algorithms and models.
(2) Our U-Drive ® 7.0 is expected to further upgrade U-Drive ® 6.0 by integrating imitation learning-based
end-to-end algorithm and visual-language-action model in the perception, prediction, decision
making, planning and control AI algorithms and models.
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Our U-Drive ® 5.0 system is driven by a combination of AI algorithms and models
supported by the underlying AI technologies. External data collected by sensors will flow into
perception/localization module, then to prediction module, decision making module,
planning module, control module on vehicle brain. Each module functions as elaborated as
follows:
• Perception and localization. Our perception module employs a deep
learning-based multi-sensor temporal fusion method, utilizing BEV ,
convolutional neural network or transformer, and occupancy network algorithms
to achieve target detection and tracking capabilities. This ensures high accuracy,
meeting both road safety standards and the strictest safety requirements for
specialized environments. The method also demonstrates strong replicability,
allowing it to detect aircraft, gates, roller doors, various irregular vehicles and
special targets, as well as the posture of trailer queues and safe interactions
between people and trailer queues. Additionally, it is highly optimized for
extreme weather such as rain, snow, fog, and sandstorms, ensuring all-weather
operational reliability.
• Our localization module fuses 6–7 measurements from multi-sensors (e.g.
LiDAR, camera), preventing position loss and incorrect entry into non-driving
areas under extreme conditions. Unlike traditional feature-based methods, we use
deep learning to robustly handle lighting, weather, and seasonal variations. This
allows autonomous vehicles to adapt to diverse scenarios: tunnels, elevated
bridges, urban canyons, underground parking, and open aprons. Our multi-modal
fusion strategy delivers centimeter-level positioning across wide environments,
supporting ultra-precise docking with stations and equipment. It satisfies
intelligent system integration requirements in logistics, with positioning accuracy
up to ±3 cm.
• Prediction. Our prediction algorithm employs diverse algorithms and fusion
strategies. It features a Bayesian network-based dynamic intention prediction
model with data-driven iteration and high interpretability, an obstacle speed
prediction model using VectorNet, and a Transformer-based multi-target
trajectory prediction model with strong replicability and generalization. These
models accurately predict unexpected events and hazards, including the behavior
of special vehicles, aircraft, and personnel in high-safety logistics scenarios such
as airports to ensure proactive prevention.
• Decision-making. Our decision-making module adopts multiple approaches,
including Partially Observable Markov Decision Process (POMDP), game theory,
reinforcement learning, and multi-agent reinforcement learning, to model
sequential decision-making under uncertainty. With lateral and longitudinal
collaborative decision-making, the system safely and flexibly handles complex
scenarios from closed environments to open roads (e.g., roundabouts,
intersections, merge/diverge areas), while improving safety, comfort, and traffic
efficiency.
• Planning. Our planning algorithm supports most global and local path planning
methods, along with trajectory planning and speed planning algorithms. It
enables multi-level integration and uses neural networks for flexible obstacle
avoidance. It also supports path planning in special scenarios such as precise
docking, parallel parking, and narrow-space traversal, ensuring safety and
efficiency in logistics applications.
• Control. Our control algorithm covers classic methods (PID, LQR), model
predictive control, and data-driven approaches like neural networks, enabling
targeted optimization across different speeds and scenarios.
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The vehicle brain will transmit selected training data to the cloud brain where the AI
models are trained. The cloud brain will transmit new AI models generated from the trainings
to the vehicle brain so as to update the AI capabilities of the latter.
Future U-Drive
®-based products will advance knowledge-based technologies, evolving
from vehicle-cloud collaborative VLM to vehicle-side distilled self-contained VLM,
continuously boosting on-board cognitive ability. VLM will be integrated into perception,
localization, prediction, and decision-making in U-Drive
® 6.0, significantly enhancing
real-world scene understanding. We also plan to combine imitation learning, world models,
and reinforcement learning. For example, we plan to combine the VLM with end-to-end
imitation learning to form a vision-language-action model in our U-Drive
® 7.0. After two
iterations, U-Drive ® 7.0 is expected to approach human-level cognition and ultimately
outperform top human drivers by over 100 times in safety, efficiency, experience, operability,
cost, and durability.
Our Cloud Computing Technologies
Our autonomous driving system is based on the concept of vehicle-cloud collaboration,
where the vehicle brain acts as the driver, while the cloud brain manages, trains, and maintains
the driver’s health. Our cloud brain consists of a series of cloud-based management systems,
covering scheduling, operational, AI training, and maintenance functions. We have adopted
various cloud computing technologies to build our cloud brain. In particular:
• Customer business system integration. Our cloud brain is equipped with an
application programming interface that allows third-party developers to develop
integration programs with specific business systems (such as airport operation
systems), covering user interfaces, business process interfaces, and the generation
of various reports.
• Fleet scheduling and multi-vehicle coordination. We have developed a fleet
scheduling module that works with vehicle decision-making and control to
manage interactions among multiple vehicles, particularly right-of-way
coordination across multi-route scenarios such as industrial parks. This improves
fleet efficiency to match or exceed that of manned fleets.
• Cloud-based remote operation of vehicles. We also developed a business interface
that serves as an operational interface for users to manage and operate
autonomous vehicles in the cloud, supporting integration with third-party
dispatch platforms. This interface can serve as the primary interface for users to
operate L4+ autonomous vehicles, offering functionalities such as remote vehicle
startup, issuance of operational commands, and display of vehicle usage and
status data.
• Over-the-air software and data updates. Our vehicles are equipped with an
interface for updating our software and maps, which is connected to the relevant
software and data version management system in the cloud. It is responsible for
managing software and map resources from the cloud to the vehicle, performing
resource updates and inspections, and tracking the status of vehicle resources.
• V ehicle data analysis and predictive maintenance. Our data platform aggregates
in-vehicle data and logs for cloud-brain enabled near-real-time analysis. It
monitors vehicle operating status and delivers maintenance recommendations.
• Data-algorithm closed loop for near-fully automated annotation, training,
validation and iteration. Our training platform aggregates sensor data, driving
routes, and surrounding traffic conditions in disturbed environments. After
cleaning and labeling the data, we can train, validate, and iterate our positioning
models, perception models, prediction models, and planning algorithms in the
cloud.
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• Simulation and testing . Our simulation and testing system supports cloud-based
simulation of vehicle models on real road networks, enabling comprehensive
evaluation of new algorithms and models including safety, passability, and
smoothness testing to accelerate system iteration.
• Cloud-deployed multi-modal large models. Our cloud-deployed VLMs provide
multiple advanced capabilities: automatic sensor data annotation for training
small models, and model distillation for vehicle-side deployment. They act as AI
remote operators to support vehicle extrication, user queries, and scenario
explanation. Furthermore, they use generative AI to generate low-probability test
cases, and analyze vehicle logs and diagnostics to assist bug triage and repair
recommendations.
Our Safety Framework
Our autonomous driving system adopts five core safety frameworks: passive safety,
functional safety, expected functional safety, behavioral safety, and cybersecurity. It meets
vehicle-end and cloud-end safety requirements for L4 autonomous driving. Frost & Sullivan
recognizes our vehicle-cloud collaborative safety design as unique and industry-leading,
supporting safe operation of our L4 autonomous vehicles on airport aprons — among the few
globally deployed.
This safety design supports the vehicle- and cloud-side No On-vehicle Monitoring
Employee (“ NOME ”) mechanism. The system is divided into a working domain and a safety
monitoring domain, with the latter having higher safety priority and authority. Redundancies
at critical points minimize single-point failures across the chain. The safety monitoring
domain independently assesses module status — including drive-by-wire, domain controller,
communication, sensors, and algorithm stack — and executes safety actions. It also monitors
passive safety events such as collisions and uses expected safety behavior patterns to enable
fail-safe stop or fail-operational degraded performance.
The cloud-side safety design receives vehicle safety data and monitors the vehicle safety
monitoring domain. It evaluates vehicle safety status using built-in safety behavior patterns,
issues safety commands, and ensures safe vehicle stopping. The vehicle is equipped with
cybersecurity mechanisms including encryption, authentication, isolation, sandbox
protection, and firewalls to prevent hacking and hijacking, and triggers immediate security
responses upon attacks.
We have also strengthened data and cloud security capabilities for our cloud brain,
complying with safety standards such as ISO 27001 and MLPS 2.0 level 3. We have conducted
over ten penetration testing drills and certifications with major clients in the airport industry.
Additionally, we have integrated data and privacy compliance designs and collaborated with
cloud providers in various countries to ensure adherence to local laws and regulations.
Our R&D Process
Our R&D team is responsible for and leading our daily R&D activities. We take into
account our overall business strategies, technological feasibility demonstration and customer
needs, carry out the R&D of new solutions and services, new technologies and other
cutting-edge technology research activities.
The major phases of our R&D process include the followings:
• Formulation of R&D plans, including: (i) understanding potential customers’
demand and technological trends and conduct market research; (ii) conducting
technical feasibility study; and (iii) conducting vehicle model selection and
pre-assessment.
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• Pre-project establishment, including: (i) setting up portfolio management team;
and (ii) conducting market assessment, technical feasibility and commercial
viability studies.
• Design and development, including: (i) establishing product development team;
(ii) formulating specific development plan and conduct return on investment
analysis; (iii) finalizing go-to-market plan, product definition and development
plan; (iv) establishing the project; and (v) conducting product development and
trial production.
• Mass production and product launch, including: (i) product iteration,
finalization and mass production; and (ii) release of products.
Our R&D Team
As of December 31, 2025, our R&D team consisted of 227 members, including 221
R&D personnel and six management personnel, 50.2% of which possessed a master’s degree
or above. In 2023, 2024 and 2025, the attrition rate of our R&D personnel was 16.0%, 28.6%
and 20.6%, respectively. The relatively high attrition rate in 2024 was caused by the departure
of R&D personnel as we streamlined the organizational structure of our R&D department.
The relatively high attrition rate in 2025 was due to our disposal of Yuxing Zhejiang. We have
not experienced any loss of key R&D personnel since our inception which constitute material
adverse impact on us. Our R&D team is led by our Co-founder, executive Director and chief
executive officer Mr. Wu Gansha, who has extensive experience in the autonomous driving
industry. Each of our core R&D team members possesses more than eight years of industry
experience, with global working experience in reputable technology companies.
The following chart illustrates the profile of our core R&D team members:
Core R&D team
member
Profile
Mr. Zhou Xin
(մ㒥)
Mr. Zhou is our executive Director, our chief products officer and one of our Co-founders. He
graduated from Fudan University ( ూ͇ɽኪ ) in the PRC with a bachelor’s degree and a
master’s degree in computer science and engineering. Mr. Zhou has over 17 years of
experience in the autonomous driving industry. He was instrumental in the development of
our ASBs, AETs, and domain controllers, laying the foundation for our future R&D direction.
Mr. Liu Yang
(ݱ)
Mr. Liu holds a D.Eng. in Mechanical Engineering from Tsinghua University ( ૶ശɽኪ ), an
M.S. in Electrical Engineering from the University of Michigan, Ann Arbor, and a B.S. in
Electronic Engineering from Southeast University (ɽኪ ). With nearly 14 years of
experience in intelligent driving, he has held positions at Pan Asia Technical Automotive
Center Co., Ltd. (ʮ̡ ) and our Company, including Active Safety
Systems Engineer and System Manager. He is currently responsible for multi-sensor data
fusion algorithm development and engineering team management. His leadership led to the
completion of the ASIL-D functional safety certification for fusion software and the
development of L3 autonomous driving AI perception products.
Dr. Zhou
Xiaocheng
(մʃϓ)
Dr. Zhou is our chief technical architect for overseas business. He graduated from Xiangtan
University ( ಱᆐɽኪ ) and the University of the Chinese Academy of Sciences (ኪ৫ɽ
ኪ) in the PRC with a bachelor’s degree in computer science and technology and a Ph.D.
degree in computer architecture, respectively. Dr. Zhou previously worked as a Senior
Researcher at Intel China Research Institute (Ӻ৫ ) from July 2007 to March
2016. Dr. Zhou is responsible for the development of system architecture and algorithm
design in the commercialization process of multi-scenario autonomous driving technology.
Dr. Zhang Dan ( ੵ
ʗ)
Dr. Zhang is our head of infrastructure platform R&D department. He graduated from Xi’an
Jiaotong University ( Гτʹஷɽኪ ) in the PRC with a Ph.D. degree in computer science and
technology. Prior to joining us in 2016, Dr. Zhang worked at Intel Research Institute (तဧ
Ӻ৫), specializing in compilation technology, data privacy protection, and robotics. Dr.
Zhang is responsible for the development of algorithms related to localization, perception,
planning and control, and related frameworks and products.
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To support our business expansion, we will continue to recruit and train top talents
especially those with experience from leading companies in the relevant industries and with
expertise in the relevant fields. To further incentivize our R&D staff to develop and protect
our IP rights, we have also established an IP incentive scheme, pursuant to which we may grant
cash incentives to our employees if they have successfully developed job-related inventions
and creations, to which we are entitled to the ownership. We generally grant cash incentives
upon the IP right application and upon the grant of IP right. In 2023, 2024 and 2025, the total
cash incentives granted to our employees under the scheme amounted to RMB0.5 million,
RMB0.2 million and RMB0.4 million, respectively.
We employ a comprehensive strategy to retain core R&D personnel, focusing on various
incentive models and career development pathways. A key component of this strategy is
long-term equity incentives, which align individual interests with our growth objectives.
Mid-term incentives, such as annual performance bonuses, break down strategic goals into
actionable targets, while short-term incentives recognize significant contributions and
innovative solutions through periodic acknowledgments. In addition, career development is
prioritized through multiple promotion pathways, allowing employees to choose between
management and technical tracks. In addition, we offer skill enhancement opportunities
through relevant training programs and cross-departmental technical exchanges, fostering
collaboration and innovation. We also offer competitive compensation packages. Finally, the
work environment is structured to encourage creativity, providing flexible working
arrangements and adequate resources to support high efficiency and a strong sense of
belonging among employees.
We have entered into confidentiality and invention assignment agreements, and
non-competition agreements with our R&D staff, or included confidentiality, invention
assignment, and non-competition clauses in the employment contracts with our R&D staff.
For key terms of our employment contracts with key management and technical staff, see
“Directors and Senior Management — Key Terms of Employment Contracts.” We have also
entered into confidentiality agreements or included confidentiality clauses in the relevant
agreements with our customers and collaborators. During the Track Record Period and up to
the Latest Practicable Date, we did not have any legal claims or proceedings that may have a
material adverse impact on our key R&D programs and business operations.
R&D Collaboration
Substantially all of our R&D activities during the Track Record Period were performed
in-house. We also partner with commercial vehicle manufacturers to develop L4 autonomous
driving kits for buses and trucks of various sizes and features, and have established
partnership with six major commercial vehicle manufacturers as of the Latest Practicable
Date. Through collaboration with different commercial vehicle manufacturers, we can quickly
develop autonomous driving kits for new application scenarios and industries.
Salient terms of a typical agreement for R&D collaborations generally include: (i) the
duration of our collaboration agreements typically ranges from 15 to 18 months; (ii) we are
typically responsible for providing hardware, underlying software, middleware, the
integration of systems; while our partnered vehicle manufacturers are responsible for
providing vehicles for testing. Our in-house R&D personnel generally performs substantially
all of the R&D work. We also work with our partnered vehicle manufacturers for the design of
solutions, the selection of sensors, and the development of algorithm software and data
closed-loop function; (iii) both parties shall together formulate a comprehensive written
research plan; (iv) we and vehicle manufacturers typically have sole ownership of our
respective background IP . Vehicle manufacturers may also own or share the IP derived from
the research program if they bear the full cost of R&D for the development of such products,
or amortize the full cost of development into such products, or if there are explicit provisions
in the technical requirements for development. The software code is typically jointly owned by
both parties. The data during the development phase of the research project is typically also
jointly owned by both parties, while the data after the mass production of the vehicle is solely
owned by the vehicle manufacturer; and (v) typically, vehicle manufacturers are entitled to
early termination rights if we fail to cure a breach, such as failure to deliver the desired work
products that satisfy the criteria specified in the relevant agreements within a specified time
period, within a notice period.
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Key R&D Projects
Universal Autonomous Driving System — U-Drive ® 5.0
We have completed the optimization of the U-Drive ® 5.0 system at the end of 2025.
U-Drive ® 5.0 system is our first all-scenario autonomous driving operating system, designed
to swiftly adapt to the diverse needs of commercial vehicles across various industry scenarios.
It features an AI algorithm library with high generalization, enabling on-demand
configuration and combination of algorithms. To enhance its performance, we have integrated
advanced algorithms such as BEV , multi-sensor temporal fusion, transformers, and
occupancy networks, which improve fault tolerance in dynamic environments, enhance
maneuverability and efficiency in complex traffic situations, and reduce dependence on
high-precision maps. For extreme weather, we have implemented more robust and safer
perception and localization algorithms based on multi-sensor fusion and deep learning, which
can cope with rain, snow, fog, and sandstorms, supporting all-weather operation.
Additionally, we have incorporated specialized algorithms specifically tailored for commercial
vehicles into the traffic situations, further optimizing functionality for our users. The
optimization of U-Drive
® 5.0 enhances its overall performance in scenarios such as airports,
while also enables the handling of more complex scenarios on public roads, supporting
full-scenario operation.
As of the Latest Practicable Date, we had successfully adapted 52 vehicle models,
creating optimized reference configurations for various scenario and vehicle model categories.
When migrating to a new scenario or vehicle model, we can quickly fine-tune and establish the
initial adaptation parameters by simply assessing its affinity with existing scenarios and
models in the database. These parameters can be validated in both real and simulated vehicle
environments. Our comprehensive tool chain facilitates deployment, calibration, and
maintenance throughout the product lifecycle, enabling continuous feedback and
optimization of adaptation parameters. This results in an optimal configuration for each
scenario, ensuring improved performance and adaptability. As of the Latest Practicable Date,
we were able to complete a development cycle for new vehicle models and scenarios in less
than one person-month.
Universal Autonomous Driving System — U-Drive
® 6.0
We commenced the R&D of U-Drive ® 6.0 system in December 2024, which is expected
to be completed by December 2026. We aim to enhance the existing knowledge-based
approach by integrating VLMs. In particular, we will focus on the development of a
cloud-based VLM that will serve as a foundational model for evolution in the long run, and
the integration of the cloud VLM into U-Drive
® 5.0 system. These advancements are expected
to significantly improve autonomous driving performance in corner case scenarios and enable
collaborative driving between vehicles and the cloud at low to medium speeds.
In addition, U-Drive
® 6.0 system will feature a VLM with two to three billion
parameters, enabling real-time perception and cognition on vehicle-end domain controllers
within 400-500 TOPS of computing power. This VLM can operate independently of U-Drive
®
5.0 system, increasing versatility and speeding up convergence for corner cases in various
complex environments, including unfamiliar open roads and airport operations. Moreover,
utilizing multimodal large model technology, we also expect to build a world model in the
cloud to generate various realistic complex traffic scenarios for autonomous driving models in
a competitive manner.
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Universal Autonomous Driving Three-model Integration System — U-Drive ® 7.0
We commenced the R&D of U-Drive ® 7.0 system in March 2025, which is expected to
be completed by December 2028. U-Drive ® 7.0 system is expected to integrate several
advanced components, including the training of U-Drive ® Zero system using reinforcement
learning based on the world model from U-Drive ® 6.0 system that uses a neurological
network-based, on-line study method to improve its adaptability with open world
environment, and the training of U-Drive
® E2E system through end-to-end imitation learning
utilizing historical data that relies on end-to-end model designed for closed environments
without extensive reliance on cloud computation. Additionally, it is expected to expand on
U-Drive
® 6.0 system by incorporating a VLM with 10 billion parameters for real-time
operation on a domain controller, enhancing the vehicle’s visual-language-action capabilities.
The comprehensive model will integrate three distinct models: the “Default Model,”
which is agile and human-like, the “Bottomline Model,” which addresses low-confidence
scenarios with a fallback mechanism, and the “Guardian Model,” which corrects any
abnormal driving decisions to maintain safety. This integrated approach aims to set the
foundation for developing a full-scenario, all-weather L5 autonomous driving operating
system.
Big Cloud Brain 3.0
We have been developing our Big Cloud Brain 3.0 since March 2024 and expect to
complete it by March 2027. It is expected to be a significant improvement over the previous
version in terms of operations, maintenance and R&D support. It is designed to intelligently
manage a fleet of 10,000 vehicles, enabling more than 90% of remote support calls to be
handled by AI customer service using cloud vision and VLMs. Operational efficiency is
expected to be greatly enhanced in mixed operations of manned and driverless vehicles, as well
as in automatic recharging and scheduling.
Specifically, R&D for Big Cloud Brain 3.0 will primarily focus on (i) improving the
automation capabilities of large-scale data-algorithm to achieve nearly fully automated
processes for data cleaning, labeling, training, and validation; (ii) implementing a
performance feedback-optimization closed loop through vehicle shadow modes and
performance probes, enabling visualization and automatic analysis of key performance
indicators and providing optimization suggestions for R&D; (iii) enhancing simulation
capabilities by upgrading to our U-Drive
® 6.0 system, which uses generative AI to facilitate
large-scale test case generation for algorithmic regression testing and the development of our
U-Drive
® Zero system; and (iv) conducting large-scale software-in-loop and
hardware-in-loop testing to reduce the costs and risks associated with large-scale software
upgrades.
Third-generation UiBox
We are developing our third-generation UiBox based on a 100% domestic supply chain
for autonomous driving domain controllers, low-cost sensor configurations, and
budget-friendly chassis. Our domain controller boasts the highest level of integration in the
industry, combining a powerful system on a chip, real-time microcontroller, inertial
measurement unit, real-time kinematic GPS, 5G modem, automotive Ethernet switch, and
ports for cameras and LiDAR, all within the smallest footprint. We anticipate that this design
will improve cost-effectiveness by over 30%, while also enhancing autonomous driving
performance in more complex traffic environments, including capabilities for obstacle
avoidance and recovery during reverse maneuvers. Additionally, it is expected to meet certain
industry and regional requirements for corrosion resistance, moisture protection, and
explosion-proof features. We expect to complete the development of the third-generation
UiBox in June 2026.
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AETs
We are currently upgrading our AETs to enhance towing capacity and range while
reducing costs. We are improving their perception capabilities and computational power to
enable more sophisticated autonomous driving functions, such as taxiway crossing, aircraft
dynamic recognition, and precise docking for multi-trailer operations. Additionally, the
upgraded AETs are expected to have stronger all-weather operational capabilities, ensuring
support in harsh conditions like dust storms and extreme temperatures. We are also expanding
their business functions to include automatic recharging, intelligent dispatching, flight
information system interfacing, and intelligent top-loading functions. As of the Latest
Practicable Date, we have completed the upgrading of fully by-wire chassis of our AETs. We
are currently progressing with fully functionality testing and final testing of the AETs, with
completion expected by May 2026.
ASBs
We are currently developing 40-seat ASBs, low-cost sightseeing buses, and
double-decker sightseeing buses. In addition, we are upgrading the appearance of our ASBs
by adopting the sensor and vehicle body integration and standardized vehicle design,
improving drive-by-wire and intelligent driving capabilities of our ASBs, and continuing to
iterate our remote operation and data closed-loop cloud platform and related tools. We expect
to complete the development of our 40-seat buses, low-cost sightseeing buses, and
double-decker sightseeing buses by December 2026.
INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we were granted 661 patents, including 597 in the
PRC, 11 in South Korea, six in Hong Kong, 24 in the U.S., 13 in Japan, and 10 in Europe; and
filed 217 patent applications, including 203 in the PRC, seven in Europe, four in the U.S., two
in South Korea, and one in Singapore. As of the same date, we had 75 software copyrights
registered in the PRC. See “Appendix VI — Statutory and General Information — B. Further
Information about Our Business — 2. Our Intellectual Property Rights” for more
information. A vast majority of our intellectual properties are self-developed and we did not
in-license any intellectual property rights in the past. As of the Latest Practicable Date, of all
the 878 patents and patent applications, 860 were internally developed, 14 were co-developed
and co-owned under research programs with our collaborators, and four were developed by
third parties that were acquired and solely owned by us. Each of the co-owners has full title to
such patents, and there are no contractual tenure and material payment obligations associated
with such co-owned patents. While we believe that the specific and generic claims contained in
our pending applications provide adequate protection for various aspects of our solutions,
services and technology, third parties may nevertheless challenge such claims.
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The following table sets forth the details of our registered key patents which are crucial to our business operations during the Track
Record Period:
No. Patent
Name of
Registered
Proprietor
Origins and
Ownership
Specialist
Technology
Product
(1)
Importance to our Specialist
Technology
Place of
registration
Date of
Registration Expiry date
1. Method, device, apparatus and medium
for determining the position of a
full-trailer articulated vehicle and
tractor
(e
ༀໄeண௪ձʧሯ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving software
solutions
Important for autonomous driving
products in trailer-involved
logistics scenarios
The PRC June 23, 2022 June 23, 2042
2. Method, apparatus, device and medium
for panoramic segmentation of
three-dimensional point cloud data
(e
ༀໄeண௪ʿʧሯ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Reducing the complexity of data
configuration and realizing
panoramic segmentation
efficiently and accurately while
guaranteeing operational
effectiveness
The PRC March 29, 2022 March 29, 2042
3. Multi-vehicle collaboration method,
device, system, equipment, media and
product (e
ۜ)
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving kit
solutions
Improving the problem of vehicles in
the same lane blocking each other
The PRC September 22,
2021
September 22,
2041
4. Semi-trailer vehicle train, reversing
control method, device, equipment
and medium ( ̒નӛԓΐԓe
eༀໄeண௪ձʧሯ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving software
solutions
Control algorithm with trailer
reversing, important for
autonomous driving products in
trailer-involved logistics scenarios
The PRC August 31, 2021 August 31, 2041
5. Decision-making method, device,
apparatus and medium for avoiding
obstacles (e
ༀໄeண௪ʿʧሯ)
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Important decision-making
algorithm for autonomous
vehicles
The PRC;
Europe; Japan;
South Korea;
the U.S.
August 25, 2021 August 25, 2041
6. Method, apparatus, computer device,
and storage medium for recognizing
key target objects
(e
ၑዚண௪ʿπᎷʧሯ )
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving kit
solutions
Important industry-leading
technology of target selection for
passenger cars
The PRC August 17, 2021 August 17, 2041
7. A vehicle positioning method,
apparatus, electronic device and
storage medium (З
eༀໄeཥɿண௪ձπᎷʧሯ )
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving kit
solutions
Vehicle positioning method for
passenger cars, which is an
important fundamental patent
The PRC;
Europe; Japan;
South Korea;
the U.S.
June 28, 2021
(the PRC);
June 1, 2022
(Europe, Japan,
South Korea,
and the U.S.)
June 28, 2041
(the PRC);
June 1, 2042
(Europe, Japan,
South Korea,
and the U.S.)
8. Automatic unhooking device,
tractor-trailer and vehicle
(Іਗ୭ન㢈ༀໄeଘˏԓձԓሿ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving software
solutions
Enabling automatic unhooking in
logistics scenarios
The PRC March 24, 2021 March 24, 2041
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No. Patent
Name of
Registered
Proprietor
Origins and
Ownership
Specialist
Technology
Product
(1)
Importance to our Specialist
Technology
Place of
registration
Date of
Registration Expiry date
9. A map matching method, apparatus,
electronic device and storage medium
(e
ༀໄeཥɿண௪ձπᎷʧሯ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Enabling visual semantic positioning
for autonomous vehicles
The PRC;
Europe; Japan;
South Korea;
the U.S.
September 27,
2020
September 27,
2040
10. Guardrail estimation method and
in-vehicle device based on
multi-sensor information fusion
(˙
ձԓ༱ண௪ )
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving kit
solutions
Enabling estimation of guardrails
using multi-sensor information,
which is an industry-leading
technology
The PRC November 22,
2019
November 22,
2039
11. Forward target selection method,
apparatus and in-vehicle device
(eༀໄʿԓ༱ண௪ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving kit
solutions
Forward target selection for L2+
autonomous driving functions of
passenger cars, such as high-speed
piloting, which is an important
fundamental patent
The PRC November 14,
2019
November 14,
2039
12. A method of upgrading an
autonomous driving system, an
autonomous driving system and an
in-vehicle device
(e
Іਗቷትӻ୕ʿԓ༱ண௪ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving kit
solutions
Related to shadow mode, which
enables continuous optimization
of decision-making algorithms
The PRC;
Europe (under
substantial
review); Japan;
South Korea;
the U.S.
March 19, 2019
(the PRC);
May 28, 2019
(Europe, Japan,
South Korea,
and the U.S.)
March 19, 2039
(the PRC);
May 28, 2039
(Europe, Japan,
South Korea,
and the U.S.)
13. A method and apparatus for
determining network structure
accuracy and delay optimization
points
(ַࣛ
ձༀໄ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Improving the efficiency and
stability of data transmission,
ensuring the stable operation of
autonomous vehicles in various
complex environments
The PRC March 11, 2019 March 11, 2039
14. Visual positioning method and device
(˸ʿༀໄ )
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Enabling vehicle positioning, which
is an important fundamental
patent
The PRC November 28,
2018
November 28,
2038
15. A visual positioning map loading
method, apparatus, system and
storage medium
(e
ༀໄeӻ୕ձπᎷʧሯ)
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving kit
solutions
Significantly reducing vehicle-side
storage requirements and improve
performance
The PRC;
the U.S.
November 21,
2018
November 21,
2038
16. A multi-sensor data fusion method,
apparatus, in-vehicle device and
storage medium ( ɓ၇εෂชኜᅰኽፄ
eༀໄeԓ༱ண௪ʿπᎷʧሯ )
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
The foundation of multi-sensor data
fusion, which is an important
fundamental patent
The PRC June 19, 2018 June 19, 2038
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No. Patent
Name of
Registered
Proprietor
Origins and
Ownership
Specialist
Technology
Product
(1)
Importance to our Specialist
Technology
Place of
registration
Date of
Registration Expiry date
17. Threat degree calculation method,
target selection method and
application in autonomous driving
(e
ʿᏐ͜)
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving kit
solutions
Enabling the processing of
millimeter-wave radar targets,
which is an industry-leading
approach
The PRC June 6, 2017 June 6, 2037
18. Method and system for detecting a
trailer pulled by a tractor, and a
driverless tractor
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving software
solutions
Enabling accurate detection of the
positional status of trailers
Hong Kong April 3, 2019 April 3, 2039
The following table sets forth the details of our registered key software copyrights which are crucial to our business operations during the
Track Record Period:
No. Software copyright
Name of
Registered
Proprietor
Origins and
Ownership
Specialist
Technology
Product
(1)
Importance to our Specialist
Technology
Place of
registration
Date of
Registration Expiry date
1. Platform for remote monitoring of
autonomous equipment and vehicle
operations (v1.0) (Ⴣ၌္છೌɛ
̨̻ (v1.0))
UISEE Shanghai Self-developed;
Proprietary
Autonomous
driving vehicle
solutions
Enabling remote management and
scheduling of autonomous
vehicles to efficiently accomplish
operational tasks
The PRC January 24, 2024 N/A
2. Diagnostic tool for autonomous
systems (CN) ( ೌɛቷትӻ୕ൢᓙʈՈ
(CN))
UISEE Beijing Self-developed;
Proprietary
Autonomous
driving software
solutions
Enabling the diagnosis and problem
analysis of the operation status,
vehicle status and sensor status of
the autonomous driving system
The PRC October 27, 2021 N/A
Note:
(1) Represents areas that we have applied our key IP to and/or that we expect to apply our key IP to.
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See “Appendix VI — Statutory and General Information — B. Further Information
about Our Business — 2. Our Intellectual Property Rights” to this prospectus for further
details regarding our IP .
We have taken the following key measures to protect our intellectual property rights: (i)
implementing a set of comprehensive internal policies to establish management over our
intellectual property rights, (ii) timely registration, filing and application for ownership of our
intellectual properties, (iii) actively tracking the registration and authorization status of
intellectual properties and take action in a timely manner if any potential conflicts with our
intellectual properties are identified, and (iv) engaging professional intellectual property
service providers.
During the Track Record Period and as of the Latest Practicable Date, we were not
engaged in or threatened with any claim for material infringement of any intellectual property
rights, whether as a claimant or as a defendant. Our Directors confirm that they are not aware
of any pending legal, arbitral or administrative proceedings of infringement of any third
parties’ intellectual property rights by us as of the Latest Practicable Date. However, we may
be unable to adequately protect our intellectual properties. See “Risk Factors — Risks
Relating to Our Intellectual Property — We may be unsuccessful in obtaining or maintaining
patent or other adequate IP protection for our technologies, solutions or services, due to any
rejections of our patent applications.
SALES AND MARKETING
We have established a sales and marketing team responsible for identifying suitable
potential markets and customers and maintaining our relationship with existing customers.
Our sales and marketing members are equipped with knowledge and expertise about our
solutions, services and technologies, and are able to identify the requests of our existing and
new customers. The following diagram illustrates our typical sales process:
Identify and
contact
potential
customers
Product trial
(for autonomous
driving vehicle
solutions)
Draft proposal
on behalf of
customers
(if required)
(within
1 month)
Participate in
the tendering
process
(if required)
(1-2 months)
Negotiation
(if no
tendering
process)
(within
1 month)
Entering
into formal
contract
(within
1 month)
Design and
production
(2-3 months)
Delivery
(1 week to
several
months)
Inspection
and acceptance
by customers
(domestic:
3 or more
months;
overseas:
1-2 months)
After-sales
service and
customer
relationship
maintenance
Set forth below are the different steps of our sales process:
• Identify and contact potential customers. Our sales and marketing team conducts
in-depth research on the overall market size, growth trend, competition pattern,
policies and regulations of the relevant industry to understand the macro
environment and development dynamics of the market for the development of
sales strategies. Based on the market research and analysis, our sales and
marketing team then determines the characteristics of target customers,
including their size, industry type, geographical location, business conditions and
technical requirements and gathers information about potential customers
through various online and offline marketing channels. Our marketing personnel
then approach potential customers to establish initial communication, and
understand their willingness to communicate further; and our sales personnel
then engage in in-depth communication with these potential customers to gain a
detailed understanding of their business needs, pain points, and expectations in
order to provide targeted solutions and services.
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• Product trial. As part of our efforts to attract new customers, we may also lease
our autonomous vehicles to our potential customers to use for a period of time as
a try-before-you-buy option.
• Solution development and presentation. Based on the customer’s specific needs
and business scenarios, our sales personnel take the lead in customizing solutions
and services, including product selection, functional configuration,
implementation plans, and service commitments, and then present the benefits
and value of our solutions and services to the customer.
• Tendering, commercial negotiation and contract signing. Where applicable, we may
participate in the tendering process or negotiate with the customer regarding the
price, payment methods, delivery time and after-sales service, and eventually
enter into formal contracts with the customer.
• Design and production. Our sales personnel forward the order information to the
relevant departments, and coordinates each department to ensure that the order
can be fulfilled on time.
• Delivery. Products are then delivered to the customer’s designated location. For
solutions or services that require implementation and installation, we will
arrange for professional technicians to perform on-site implementation and
troubleshooting to ensure that the solutions or services can operate normally and
meet the customer’s needs.
• Inspection. We will then obtain confirmation from our customer as to whether
they are satisfied with the quality, functionality and performance of the product
or service.
• After-sales service and customer relationship maintenance. We provide training to
our customers’ employees on the methods and skills for using our solutions or
services. The standard basic warranty period for our solutions is generally one
year, and we do not provide free-of-charge technical support and maintenance
services after the expiry of such warranty period and will charge extra fees for an
extension upon our customers’ request. We have established after-sales service
channels to provide customers with technical support and maintenance services
to ensure the stable operation of our solutions or services, as well as to regularly
visit our customers to gather their feedback and suggestions.
As of December 31, 2025, our sales and marketing team consisted of 32 members who
worked closely with our R&D team to execute our marketing strategies. In 2023, 2024 and
2025, our selling and marketing expenses amounted to RMB68.7 million, RMB76.1 million
and RMB83.3 million, respectively, accounting for 42.6%, 28.7% and 25.4%, respectively, of
our revenue for the corresponding years.
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Pricing
We price our solutions and services considering a variety of factors, such as our cost of
sales, the value of our solutions and services to the customer, the scarcity of our solutions and
services in the market, the urgency and certainty of the delivery of our solutions and services,
our delivery capacity, competition in the market, market’s willingness to pay, the overall
market condition, and competitors’ pricing strategies. During the Track Record Period, the
price of our autonomous driving vehicle solutions generally ranged from over 100 thousand to
a few million in RMB per vehicle, depending on a number of factors including but not limited
to the type of vehicles and the scope of operation and maintenance services needed where
applicable; the price of our autonomous driving kit solutions generally ranged from a few
thousand to a few million in RMB per kit, depending on a number of factors including but not
limited to the type of kits delivered and the scope of operation and maintenance services
needed where applicable; the price of our autonomous driving software solutions generally
ranged from approximately ten thousand to a few million in RMB per solution, depending on
a number of factors including but not limited to the complexity of the software developed, to
be more specific, the manpower expected to be consumed on a certain software development
project; and the price of our autonomous driving vehicle leasing services generally ranged
from a few thousand to over 200 thousand in RMB per project per month, depending on the
number and type of vehicles leased under one solution. Our success will depend on our ability
to expand our solutions and services in a cost-efficient manner and improve the quality and
efficiency of our existing solutions and services. Furthermore, within each category of our
solutions and services, we provide various options to meet diverse customer needs. For details,
see “Business — Our Solutions and Services — Autonomous Driving Solutions.” Typically,
these solutions or services differ in pricing, raw materials and cost structure, resulting in
varying gross margins. Each offering is uniquely positioned with distinct marketing strategies.
Consequently, our revenue and profitability are significantly influenced by our solutions and
service portfolio.
Marketing and Branding
We have a team of dedicated customer relationship managers who provide our existing
customers with software updates, customer service, and regular check-ins to maintain our
relationship with them and to explore new business opportunities. We also maintain contact
with potential customers through email and newsletters, and offer a telephone hotline for
consultation. As part of our efforts to attract new customers, we may lease our autonomous
vehicles to our potential customers to use for a period of time as a try-before-you-buy option.
In addition, we have a sales team that actively visits potential customers. We use a mix of
online channels for marketing and branding, including social media for customer engagement
and brand building, search engine optimization to increase visibility of our official website,
and an easy-to-use official website to drive inquiries. We also work with media companies to
promote our brand through advertising and press coverage, and actively participate in
industry events and exhibitions.
Our Customers
Our major customers include corporate customers, commercial vehicle manufacturers,
and passenger car manufacturers. In each year of 2023, 2024 and 2025, revenue contributed
from our five largest customers amounted to RMB106.5 million, RMB122.7 million and
RMB123.9 million, respectively, accounted for 66.0%, 46.2% and 37.8% of our total revenue
in the same years, respectively. In each year of 2023, 2024 and 2025, revenue contributed from
our largest customer amounted to RMB61.3 million, RMB49.0 million and RMB31.7 million,
respectively, accounting for 38.0%, 18.5% and 9.7% of our total revenue in the same years,
respectively.
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We observe seasonality in terms of revenue recognition because a larger proportion of
products are delivered in the second half of a year in general. The negotiations with new
customers and the new customers’ internal procedures to complete the execution of purchase
agreements usually occur in the first few months of a year, while the orders are made
subsequently, with a larger proportion of products scheduled to be delivered in the second
half of a year. See “Risk Factors — Risks Relating to Our Financial Prospects and Need for
Additional Capital — Our sales and financial performance may be influenced by seasonality.”
In the meantime, as a vast majority of our solutions are transaction-based instead of
subscription-based, our revenue will be impacted by the number of transactions and the value
of such transactions. Such seasonality and transaction-based nature of our current revenue
model may cause fluctuation of our revenue, which is not uncommon in the industry
according to Frost & Sullivan.
The following tables set out the details of our five largest customers in each year based
on their revenue contribution during the Track Record Period:
For the year ended December 31, 2023
Ranking Customer Background
Solutions/
Services
provided
Year of
commencement
of business
relationship
with us
Credit
terms
Payment
method Revenue
Percentage
of total
revenue
(RMB’000) (%)
1 Airport Authority
Hong Kong
A statutory body wholly owned by the
Hong Kong Government and is
responsible for the operation and
development of HKIA, with total
assets of HK$280.8 million as of
December 31, 2025
Autonomous
driving
vehicle
solutions
2023 30 days Bank
transfer
61,303 38.0
2 Customer A A Wuhan-based company that
primarily engages in the development
and manufacture of L4 autonomous
driving products, with total assets of
approximately RMB320,435 million
as of September 30, 2025
Autonomous
driving kit
solutions
2022 30 days Bank
transfer
20,628 12.8
3 Customer B A Beijing-based company that
primarily engages in the provision of
coal mine intelligent technology
R&D and consulting, equipment
customization and upgrading, system
integration and operation and
maintenance and other professional
services, a large-scale state-owned
enterprise with registered capital of
RMB37.0 billion
Autonomous
driving
software
solutions
2023 30 days Bank
transfer
9,396 5.8
4 Customer C A Shanghai-based company that
primarily engages in the provision of
cloud computing and smart
manufacturing solutions, a
state-owned company with registered
capital of approximately RMB37.04
million
Autonomous
driving
software
solutions
2023 30 or
90 days
Bank
transfer
8,724 5.4
5 CIMC-TianDa
Holdings
Company
Limited ( ʕණ˂
ࠢ
ʮ̡)
A UK-based intelligent logistics
solution provider; its subsidiary is a
Shenzhen-based supplier of
equipment for airport, logistics, and
fire and rescue, a private company
with registered capital of
HK$166,380 million
Autonomous
driving
vehicle
solutions
2023 30 days Bank
transfer
or
acceptance
of bill of
exchange
6,475 4.0
Total 106,526 66.0
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For the year ended December 31, 2024
Ranking Customer Background
Solutions/
Services
provided
Year of
commencement
of business
relationship
with us
Credit
terms
Payment
method Revenue
Percentage
of total
revenue
(RMB’000) (%)
1 Airport Authority
Hong Kong
A statutory body wholly owned by the
Hong Kong Government and is
responsible for the operation and
development of HKIA, with total
assets of HK$280.8 million as of
December 31, 2025
Autonomous
driving
vehicle
solutions
2023 30 days Bank
transfer
49,035 18.5
2 Shanghai Baochi
Vehicle
Machinery Co.,
Ltd. (ཱུ
ʮ
̡)
A Shanghai-based special vehicles and
equipment provider, a private
company with registered capital of
RMB10.0 million
Autonomous
driving
vehicle
leasing
services and
autonomous
driving
vehicle
solutions
2021 30 or 180
days
Bank
transfer
30,325 11.4
3 Hainan Huneng
New Energy
Vehicle Sales
Co., Ltd. (ی
လঐอঐ๕ӛԓ
ʮ̡ )
A Haikou-based company that
primarily engages in the sales of
vehicles, a private company with
registered capital of RMB5.0 million
Autonomous
driving
vehicle
solutions
2024 3-6
months
Bank
transfer
15,310 5.8
4 Shenzhen Sitong
Technology
Holdings Co.,
Ltd. ( ଉέ̹̬
ࠢ
ʮ̡)
A Shenzhen-based company that
primarily engages in the provision of
IT products and services including
servers and storage devices, a private
company with registered capital of
RMB60.0 million
Autonomous
driving
software
solutions
2024 15
working
days
Bank
transfer
15,000 5.6
5 Customer D A Tongxiang-based skateboard chassis
and autonomous driving solution
provider, a private company with
registered capital of approximately
RMB8.2 million
Autonomous
driving kit
solutions
2024 Nil or 5
working
days
Bank
transfer
13,009 4.9
Total 122,679 46.2
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For the year ended December 31, 2025
Ranking Customer Background
Solutions/Services
provided
Year of
commencement
of business
relationship with
us Credit terms
Payment
method Revenue
Percentage of
total revenue
(RMB’000)
1 Shanghai Xiangyi
Xinyu Technology
Co., Ltd. ( ɪऎജ⥙
ʮ̡ )
A Shanghai-based company that
primarily engages in the sales of
vehicles, a private company with
registered capital of RMB10.0
million
Autonomous
driving vehicle
solutions
2025 180 days Bank transfer 31,681 9.7%
2 Customer E A Shanghai-based company that
primarily engages in the sales of
vehicles, a private company with
registered capital of RMB1.0
million
Autonomous
driving vehicle
solutions
2025 90 days Bank transfer 27,154 8.3%
3 Customer F A private software development
enterprise based in Beijing, China,
with registered capital of
RMB14.3 million
Autonomous
driving software
solutions
2025 180 days Bank transfer 22,776 6.9%
4 Customer G A private software development
enterprise based in Shenzhen,
China, with registered capital of
RMB1.0 million
Autonomous
driving vehicle
solutions
2025 2-13 months Bank transfer 21,394 6.5%
5 Customer H A state-owned intelligent equipment
and software development
company based in Chengdu,
Sichuan, with registered capital of
RMB98.0 million
Autonomous
driving vehicle
solutions;
Autonomous
driving software
solutions
2025 60 days Bank transfer 20,910 6.4%
Total 123,915 37.8%
Salient terms of a typical agreement for our autonomous driving vehicle solutions
generally include: (i) the term typically ranges from one to seven years; (ii) we are typically
obliged to (a) provide our autonomous driving vehicles to the customer, (b) install and test
our products, and (c) provide technological support during the warranty period; (iii) we are
typically entitled to receive (a) payment upon signing of agreement, (b) payment upon
delivery and acceptance of our product, (c) monthly installments, and/or (d) payment upon
the end of the warranty term, which is generally one year; (iv) we generally grant to our
customers credit terms of 30 to 180 days from invoice date; in certain cases, we may grant a
longer credit term on a case-by-case basis. We typically settle with our customers by bank
transfer; (v) we typically have sole ownership of our background IP, such as IP relating to our
products and relevant hardware and software technology; while our customers typically have
sole ownership of their background IP; (vi) we and our customers are obliged to keep
confidential any information in relation to the performance of the agreements, including but
not limited to the confidential information received from the other party; and (vii) both
parties typically can unilaterally terminate the agreement upon written notice if the other
party is bankrupt or dissolved, becomes unable pay the required fees, or breaches of the
agreement despite the written demands to perform.
Salient terms of a typical agreement for our autonomous driving kit solutions generally
include: (i) the term typically ranges from three months to three years; (ii) we are typically
obliged to (a) provide our autonomous driving kit to our customers, (b) install the kits on our
customer’s vehicles, and/or (c) provide training and technological support; (iii) we are
typically entitled to receive (a) payment upon signing of agreement, (b) payment upon
delivery and acceptance of our product, (c) monthly installments, and/or (d) payment upon
the end of the warranty term, which is generally one year; (iv) we generally grant to our
customers credit terms of five to 30 days from invoice date and settle with them by bank
transfer; (v) we typically have sole ownership of our background IP, such as IP relating to our
products and relevant hardware and software technology; while our customers typically have
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sole ownership of their background IP; (vi) we and our customers are obliged to keep
confidential any information in relation to the performance of the agreements, including but
not limited to the confidential information received from the other party; and (vii) both
parties typically can unilaterally terminate the agreement upon written notice if the other
party is bankrupt or dissolved, becomes unable pay the required fees, or breaches of the
agreement despite the written demands to perform.
Salient terms of a typical agreement for our autonomous driving software solutions
generally include: (i) the term typically ranges from nine months to one year; (ii) we are
typically obliged to (a) develop the software or provide technological system to the
specification of our customers, (b) provide training and technological support for the
customer during the warranty period, both remotely and on-site, and/or (c) provide source
codes, instruction manuals, and other information or materials created during the course of
software development; (iii) we are typically entitled to receive payments upon (a) signing of
agreement, (b) delivery and acceptance of our product and/or service, and/or (c) in rare cases
where there is a warranty period which may range from three months to one year, the end of
the warranty term; (iv) we generally grant to our customers credit terms of 15 to 180 days
from invoice date and settle with them by bank transfer; (v) we typically have sole ownership
of our background IP; while our customers typically have sole ownership of the IP developed
under the services; (vi) we and our customers are obliged to keep confidential any information
in relation to the performance of the agreements, including but not limited to the confidential
information received from the other party; and (vii) our customers can typically unilaterally
terminate the agreement if we breach, or fail to remedy our breach of, the agreement.
Salient terms of a typical agreement for our autonomous driving vehicle leasing services
generally include: (i) the term typically ranges from one to three years and to a lessor extent,
less than one year; (ii) we are typically obliged to lease our autonomous driving vehicles and
other equipment and software necessary for the operation of our vehicles to our customers;
(iii) we are typically entitled to receive monthly installments; (iv) we generally grant to our
customers credit terms of 30 days from invoice date and settle with them by bank transfer; (v)
we typically have sole ownership of our background IP; while our customers typically have
sole ownership of IP relating to their data, materials and information provided to us during
the performance of the relevant agreement with us; (vi) we and our customers are obliged to
keep confidential any information in relation to the performance of the agreements, including
but not limited to the confidential information received from the other party; and (vii) if our
customers fail to make payments pursuant to the relevant agreements within a specified time
period, we are generally entitled to early termination rights. Both parties typically can
terminate the agreement upon written notice if the other party fails to remedy its contractual
breach.
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, all of our five largest customers in each year during the Track Record Period
were Independent Third Parties. To the best of our Directors’ knowledge, none of our
Directors or their respective close associates or any person 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 as of the Latest Practicable Date.
During the Track Record Period and up to the Latest Practicable Date, we did not have
any material disputes with, nor did we receive any material complaints from, our customers.
PROCUREMENT AND SUPPLY
Raw Materials and Procurement
The raw materials for our commercial vehicles with various L4 autonomous driving
functions and autonomous driving kits consist primarily of AI and other chips, LiDAR,
modules, GPU servers, and cameras. Furthermore, raw materials for our commercial vehicles
also include customized vehicle bodies, such as tractors, buses, and patrol cars, procured from
third-party vehicle manufacturers. We compare potential suppliers’ prices and product
offerings, and enter into a formal contract with the selected supplier. We conduct thorough
inspections after receiving the products to ensure that both the quality and quantity meet our
specified requirements.
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When sourcing or customizing a vehicle body, we first communicate and confirm our
specific requirements for the vehicle body with the vehicle manufacturer, covering aspects
such as design, materials and functionality. The vehicle manufacturer is required to submit a
preliminary design plan for our review to ensure that it meets the technical specifications.
Following this review, the vehicle manufacturer shall develop a prototype vehicle and conduct
extensive validation testing on the prototype vehicle, including durability and crash testing, to
ensure that it meets our high safety and performance standards. After the prototype vehicle
passes initial validation, we will enter into a formal contract with the vehicle manufacturer.
The vehicle manufacturer shall then manufacture the vehicle bodies in accordance with the
contract, provide regular progress reports and deliver the vehicle bodies in a timely manner.
We outsource the manufacturing of domain controllers to third parties where we
provide product design and specifications and the third party manufacturers produce
products that meet our standards. In 2023, 2024 and 2025, we paid these outsourced
third-party manufacturers RMB3.0 million, RMB1.5 million and RMB3.9 million,
respectively, for the manufacturing of domain controllers. The ownership and risks of such
products are transferred from the outsourced manufacturers to us after the finished domain
controllers are delivered to us (or our designated location as agreed), inspected and accepted
by us. We issue invoices after acceptance, and usually make full payments within the agreed
credit period ranging from 30 to 90 days. According to Frost & Sullivan, outsourcing the
manufacturing of domain controllers is in line with the industry norm. The costs paid to
outsourced manufacturers were accounted as cost of sales in the Track Record Period.
Our inventory primarily consists of raw materials, work-in-progress and finished goods.
We use our enterprise resource planning system to assist us in planning and managing our
inventory control. We categorize our inventory by quantity and value and conduct regular
inventory reviews, physical stock counts and aging analyses. Our team timely monitors our
inventories, including inventory levels, inventory age, inventory composition and inventory
turnover rate. Furthermore, we apply the “first in, first out” inventory management method to
avoid obsolescence or expiry of raw materials. In 2023 and 2024 and 2025, our inventory
turnover days were 302.1 days, 138.6 days and 119.2 days, respectively. For more details, see
“Financial Information.”
Our Suppliers
In selecting our suppliers, we primarily consider their ability to ensure stable supply,
good product quality, strong technical capability, competitive price and quality after-sales
service. For vehicle bodies, we set higher standards when selecting vehicle manufacturers since
the vehicle body is the most important component of our autonomous driving vehicles.
Among other things, we typically consider: (i) their technical development capabilities to
customize vehicle bodies to meet our specific requirements in terms of safety redundancy,
real-time monitoring and electromagnetic compatibility; (ii) their relevant certifications,
including quality control management and environmental management, to ensure that their
production processes meet international standards; and (iii) the effectiveness of their
after-sales service. In addition, we maintain stable relationships with multiple vehicle
manufacturers to ensure that we can meet the diverse needs of our customers and ensure a
stable supply. We generally require our suppliers to provide relevant qualification certificates,
complete a questionnaire and submit product samples before we engage them as our suppliers.
We have established supplier evaluation measures and a supplier evaluation plan. We regularly
conduct supplier performance reviews and classify our suppliers into different tiers on the
qualified supplier list based on our engagement and evaluation mechanisms. We generally
review our suppliers semi-annually or annually. As of the Latest Practicable Date, we had
maintained stable business relationship with our major suppliers for approximately five years
in average.
During the Track Record Period, our suppliers for our main business operations
consisted primarily of vehicle manufacturers, software and hardware manufacturers, and
testing service providers. In each year of 2023, 2024 and 2025, purchases from our five largest
suppliers amounted to RMB39.7 million, RMB64.8 million and RMB113.1 million,
respectively, accounting for 35.5%, 33.7% and 38.8% of our total purchases in the same year,
respectively. In each year of 2023, 2024 and 2025, purchases attributable to our largest
supplier amounted to RMB18.2 million, RMB17.8 million and RMB45.6 million,
respectively, accounting for 16.2%, 9.3% and 15.7% of our total purchases in the same year,
respectively.
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The following table sets forth the details of our five largest suppliers in each year during
the Track Record Period based on purchases from them:
For the year ended December 31, 2023
Ranking Supplier Background
Products/
Services purchased
Year of
commencement
of business
relationship
with us
Credit
terms
Payment
method
Purchase
amount
Percentage
of total
purchase
(RMB’000) (%)
1 Zhejiang
Jixinxiang New
Energy
Equipment
Manufacturing
Co., Ltd. ( एϪ
Λ㒥ୂอঐ๕ༀ
ࠢ
ʮ̡)
A Taizhou-based machinery
manufacturing enterprise
specializing in the production of
forklifts, logistics handling
equipment and aviation ground
equipment, a private company with
registered capital of RMB21.0
million
Logistics tractors
vehicle bodies
2021 30 days Bank
transfer
18,152 16.2
2 Supplier A A Beijing-based LiDAR technology
company, which is a subsidiary of a
Silicon Valley-based LiDAR
technology company previously
listed on the Nasdaq Stock
Exchange that merged with a San
Francisco-based LiDAR technology
company listed on the Nasdaq Stock
Exchange with total assets of
US$349.5 million as of December
31, 2025
Lidar products 2018 30 days Bank
transfer
7,973 7.1
3 Skywell New
Energy Vehicles
Group Co., Ltd.
(කӜอঐ๕ӛ
ࠢ
ʮ̡)
A Nanjing-based automobile
manufacturer, a private company
with registered capital of RMB1.5
billion
Vehicle body
accessories
2019 30 days Bank
transfer
4,753 4.3
4 Supplier B A Shanghai-based human resource
provider listed on the Hong Kong
Stock Exchange, with total assets of
RMB3.1 billion as of December 31,
2025
Human resource
service to
facilitate labor
outsourcing
arrangement for
certain on-site
deployment
staff
2019 60 days Bank
transfer
4,600 4.1
5 Zhejiang
Goodsense
Forklift Co.,
Ltd. ( एϪΛ㒥
ࠢ
ʮ̡)
A Taizhou-based machinery
manufacturing enterprise
specializing in the production of
forklifts, a private company with
registered capital of RMB50.0
million
Tractors vehicle
bodies
2018 30 days Bank
transfer
4,224 3.8
Total 39,702 35.5
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For the year ended December 31, 2024
Ranking Supplier Background
Products/
Services purchased
Year of
commencement
of business
relationship
with us Credit terms
Payment
method
Purchase
amount
Percentage
of total
purchase
(RMB’000) (%)
1 Zhejiang
Jixinxiang New
Energy
Equipment
Manufacturing
Co., Ltd. ( एϪ
Λ㒥ୂอঐ๕ༀ
ࠢ
ʮ̡)
A Taizhou-based machinery
manufacturing enterprise
specializing in the production
of forklifts, logistics handling
equipment and aviation
ground equipment, a private
company with registered
capital of RMB21.0 million
Logistics tractors
vehicle bodies
2021 30 days Bank
transfer
17,814 9.3
2 Grey Stone
Technology
(Shenzhen) Co.,
Ltd. (Ҧ
ࠢ
ʮ̡)
A Shenzhen-based company
that engages in software and
information technology
service industry, a private
company with registered
capital of RMB10.0 million
Servers 2024 30 days Bank
transfer
15,900 8.3
3 Shenzhen
Maimang
Zhixun
Technology Co.,
Ltd. ( ଉέ̹௥
ࠢ
ʮ̡)
A Shenzhen-based technology
company, a private company
with registered capital of
RMB20.0 million
Servers 2024 30 days Bank
transfer
11,040 5.7
4 Hunan
Automobile
Manufacturing
Co., Ltd. (ی
ப
΂ʮ̡)
A Hunan-based machinery
manufacturing enterprise
that provides smart
computing solutions, a
private company with
registered capital of
RMB100.0 million
Logistics tractors
and vehicle
bodies
2024 Payment in
advance
Bank
transfer
10,200 5.3
5 Supplier C A Beijing-based company
primarily engaged in the
development of intelligent
connected vehicle simulation
testing technologies listed on
the Hong Kong Stock
Exchange, with total assets of
RMB1,035.9 million as of
December 31, 2025
Simulation
software service
2023 90 days Bank
transfer
9,845 5.1
Total 64,799 33.7
For the year ended December 31, 2025
Ranking Supplier Background
Products/Services
purchased
Year of
commencement
of business
relationship
with us Credit terms
Payment
method
Purchase
amount
Percentage
of total
purchase
(RMB’000)
1 Skywell New
Energy Vehicles
Group Co., Ltd.
(කӜอঐ๕ӛ
ࠢ
ʮ̡)
A Nanjing-based automobile
manufacturer, a private
company with registered
capital of RMB1.5 billion
Logistics tractors 2019 Within 24
months after
acceptance
Bank
transfer
45,607 15.7%
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Ranking Supplier Background
Products/Services
purchased
Year of
commencement
of business
relationship
with us Credit terms
Payment
method
Purchase
amount
Percentage
of total
purchase
(RMB’000)
2 Supplier D A Changzhou-based industrial
internet platform company
specializing in intelligent
manufacturing and supply
chain management, a private
company with registered
capital of RMB21.3 million
Software
algorithm
service
2024 30 days Bank
transfer
20,720 7.1%
3 Supplier E An information system
integration research and
development company, a
private company based in
Tianjin, China, with
registered capital of RMB200
million
Software
algorithm
service
2025 90 days-120
days
Bank
transfer
17,755 6.1%
4 Zhejiang
Jixinxiang New
Energy
Equipment
Manufacturing
Co., Ltd.
(एϪΛ㒥ୂอ
ঐ๕ༀ௪ႡிϞ
ʮ̡)
A Taizhou-based machinery
manufacturing enterprise
specializing in the production
of forklifts, logistics handling
equipment and aviation
ground equipment, a private
company with registered
capital of RMB21.0 million
Logistics tractors
and vehicle
bodies
2021 3 days-90
days
Bank
transfer
16,143 5.5%
5 Hunan
Automobile
Manufacturing
Co., Ltd.
(ӛԓႡி
ப΂ʮ̡ )
A Hunan-based machinery
manufacturing enterprise
that provides smart
computing solutions, a
private company with
registered capital of
RMB100.0 million
Logistics tractors
and vehicle
bodies
2024 Payment in
advance
Bank
transfer
12,858 4.4%
Total 113,083 38.8%
Salient terms of a typical agreement with our vehicle manufacturer suppliers generally
include: (i) our vehicle manufacturer suppliers provide us with customized vehicle bodies
and/or parts according to our requirements and technical specifications and/or services as
specified in the agreement; (ii) the term typically ranges from two to six months, or until both
parties fulfill their obligations under the agreement; (iii) we are required to make payments to
our vehicle manufacturer suppliers according to the payment schedule agreed by the parties;
(iv) our vehicle manufacturer suppliers generally settle with us by wire transfer and grant to us
credit terms within three to 90 days from invoice date, while certain suppliers also require for
prepayment; (v) our vehicle manufacturer suppliers are typically responsible for delivering the
vehicles and/or parts to our designated location as specified in the agreement, while the
associated logistics costs may be borne by us or our vehicle manufacturer suppliers; (vi) we
have the right to conduct inspections based on mutually agreed-upon standards. Our vehicle
manufacturer suppliers are responsible for any product quality issues that do not meet
requirements; (vii) we typically have sole ownership of the IP of technologies and related
parts independently developed by us; and our vehicle manufacturer suppliers typically have
sole ownership of the IP of technologies and related parts independently developed by them.
We typically have sole ownership of the IP of the technology and related parts jointly
developed by us and the vehicle manufacturer supplier under the agreement; (viii) we and our
vehicle manufacturer suppliers are obliged to keep confidential any information in relation to
the performance of the agreements, including but not limited to the confidential information
received from the other party; and (ix) we are generally entitled to early termination rights if
our vehicle manufacturer suppliers’ design, development and quality assurance capabilities do
not meet our requirements or if they delay in delivery for over 30 days.
Salient terms of a typical agreement with our other suppliers generally include: (i) our
suppliers provide us with products and/or services as specified in the agreement; (ii) the term
BUSINESS
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typically remains effective for one year or until both parties fulfill their obligations under the
agreement; (iii) we are required to make payments to the supplier according to the payment
schedule agreed by the parties; (iv) our suppliers generally settle with us by wire transfer and
grant to us credit terms within five to 120 days from invoice date. Certain suppliers also
require for prepayment; (v) our suppliers are typically responsible for delivering the products
to our designated location as specified in the agreement and are responsible for any associated
logistics costs; (vi) we have the right to conduct inspections based on mutually agreed-upon
standards. Our suppliers are responsible for any product quality issues that do not meet
requirements; (vii) we typically have sole ownership of our background IP; and our suppliers
typically have sole ownership of their background IP . We typically own the IP derived from
the project under the agreement, and are entitled to apply for patent for such IP; (viii) we and
our suppliers are obliged to keep confidential any information in relation to the performance
of the agreements, including but not limited to the confidential information received from the
other party; and (ix) typically, both parties can terminate the agreements if the other party
fails to cure a breach within the notice period, or without cause upon 30 days’ prior written
notice. The agreements may also be terminated as mutually agreed by both parties.
During the Track Record Period and up to the Latest Practicable Date, we did not
experience any significant fluctuation in prices set by our suppliers, material breach of
contract on the part of our suppliers, or delay in delivery of our orders from our suppliers.
To the best of our knowledge, during the Track Record Period and up to the Latest
Practicable Date, all of our five largest suppliers in each year during the Track Record Period
were Independent Third Parties. To the best of our Directors’ knowledge, none of our
Directors or their respective close associates or any person 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 suppliers in each year as of the Latest Practicable Date.
During the Track Record Period and up to the Latest Practicable Date, we did not have
any material disputes with our suppliers.
OVERLAPPING OF CUSTOMERS AND SUPPLIERS
The number of our overlapping customers and suppliers was 7, 4 and 8 in each of 2023,
2024 and 2025, respectively. The revenue generated from these overlapping parties amounted
to RMB31.8 million, RMB61.0 million and RMB22.5 million in 2023, 2024 and 2025,
representing approximately 19.7%, 23.0% and 6.9% of our total revenue in the respective
years. The gross profit derived from such revenue in 2023, 2024 and 2025 was RMB22.3
million, RMB30.5 million and RMB11.3 million, with gross profit margins of 70.1% and
50.0% and 50.4%, respectively. These margins were commensurate with those of our other
customers. Our purchases from overlapping customers and suppliers in 2023, 2024 and 2025
were RMB23.6 million, RMB1.9 million and RMB18.5 million, respectively, accounting for
14.7%, 1.0% and 6.4% of our total purchases in the respective years.
According to Frost & Sullivan, such overlapping arrangements are common in the
autonomous driving and advanced manufacturing industries, where supply chain integration,
co-development and cross-licensing are prevalent practices. It is typical for industry
participants to act both as upstream component suppliers and downstream solution
integrators. In our case, overlapping relationships typically arise when vehicle manufacturers
supply vehicle bodies or components for our autonomous driving solutions while also
procuring our autonomous driving kits, software, or complete vehicles for integration into
their own product lines. This dual role is reflective of our ecosystem-driven commercialization
model and the collaborative structure of the autonomous driving industry. Our Directors
confirm that all transactions with these overlapping customers and suppliers were conducted
in the ordinary course of business, on normal commercial terms, and were not
inter-conditional. The contractual terms were substantially the same as those with our other
customers and suppliers. To the best knowledge of our Directors, all of these parties were
Independent Third Parties.
OUR JIAXING ASSEMBLY AND TESTING CENTER
We have one assembly and testing center established in Jiaxing, Zhejiang in 2017, where
we assemble vehicle bodies manufactured by manufacturers with our autonomous driving kit
for our autonomous driving vehicle solutions and perform testings on the finished vehicles.
The property of our Jiaxing assembly and testing center, with a GFA of 10,000 sq.m., is leased
from an Independent Third Party.
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LOGISTICS AND INVENTORY MANAGEMENT
Our warehouses are located in Jiaxing, Zhejiang Province and Fangshan District,
Beijing. Our warehouse, assembly and testing center in Zhejiang is used to store and assemble
autonomous driving vehicles and kits, and to conduct road tests before delivery; while our
warehouse in Beijing is used to store electronic components and other parts. We manage our
inventory based on sales forecasts and are directly responsible for the warehousing and
storage of our raw materials and products. In particular, raw materials and products that have
passed quality inspections are delivered to our warehouse, assembly and testing center in
Zhejiang, where we implement strict inventory management and control measures.
Our products are transported by qualified third party logistics providers to locations
specified by our customers. We generally enter into framework service agreements with
logistics providers with a term of one year or more, under which we send across delivery
instructions by order and settle logistics fees monthly. The credit terms generally range from
two to three months. Currently, we are able to deliver our products to most regions in
northern, eastern and southern China within two to three days.
QUALITY CONTROL
We are committed to providing our customers with high-performance products with
consistent quality and reliability. We have established a comprehensive set of quality control
and assurance procedures to monitor our operations to ensure compliance with relevant
regulatory requirements, customer requirements, and our internal quality requirements. For
example, we select our suppliers based on a strict set of criteria to make sure our requirements
are being consistently met. In addition, we conduct inspection on delivered products in
accordance with our quality management standards. We conduct comprehensive safety
assessment and vehicle environment testing before delivering our autonomous vehicles.
Typically, we are required to conduct 100 km and 500 km road tests before delivering to
customers in the Chinese Mainland and other regions or countries, respectively, which in
accordance with international standards and consistent with industry practice according to
Frost & Sullivan. We set strict quality control standards and perform a series of quality checks
according to these standards at our facility in Jiaxing, Zhejiang Province. We have a quality
control team that is responsible for handling all quality and safety issues of our vehicles and
works closely with our after-sales department to provide solutions and services and
remediation in case of any quality or safety issues. During the Track Record Period and up to
the Latest Practicable Date, we did not experience any material product recalls or return,
quality issues, safety issues or car accident.
As of the Latest Practicable Date, we had obtained ISO 9001 and IATF 16949
certifications. ISO 9001 is a globally recognized quality management standard; while IATF
16949 is an international standard for automotive management systems that is a widely
adopted and standardized quality management system for the automotive sector. During the
Track Record Period, we were able to meet the different standards and requirements of our
customers in the Chinese Mainland and around the world. We will continue to regularly
monitor our operations to ensure that we closely follow the rules and standards in the
certifications.
On June 22, 2025, two driverless shuttle buses used to transport airport staff had a
minor collision within the restricted area of the HKIA. Neither bus was carrying passengers
at the time, and no injuries were reported. It was found that, at the time of the incident, the
relevant buses had not yet been equipped with the vehicle-to-vehicle (V2V) communication
function, as the V2V function was not considered necessary on the relevant buses because they
were not expected to meet at the intersections where the incident happened according to bus
schedules and routes. The incident was not related to the accuracy of our algorithms.
Subsequent to the incident, we have optimized the shuttle bus system by enhancing the
passage priority judgment logic, reducing vehicle speed and increasing the braking time buffer
when shuttle buses are approaching to intersections. On July 28, 2025, the relevant two bus
routes returned to normal operations.
On August 19, 2025, a driverless bus with no airport staff onboard was involved in a
minor collision with an aircraft towing vehicle within the restricted area of HKIA. No injuries
were reported, and airport operations were not affected. The incident was not related to the
autonomous driving system; it was caused by the misjudgment of a remote human operator
engaged by us that the vehicle could proceed after it stopped at an obstacle. The relevant
vehicles were put back to normal operations soon after inspection.
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On September 30, 2025, one driverless bus supplied by us, which was temporarily
operated by a human driver during vehicle inspection, collided with two parked vehicles and
an electrical vehicle charging unit at HKIA. No one was injured in this incident. Based on our
understanding, the bus was in full manual driving mode, and the collision happened as a result
of careless driving by our driver, so this incident was not related to our autonomous driving
system. We have repaired the bus involved in this incident, which had resumed operations as of
the Latest Practicable Date. Following this incident, we have terminated the employment of
the driver involved and conducted safety trainings for all drivers. No similar incidents had
occurred as of the Latest Practicable Date.
We consider such incidents do not have a material adverse impact on our overall
operations and financial position based on the following reasons: (i) the above incidents do
not constitute a breach of contract by us under the sales agreement between the Airport
Authority Hong Kong and us; (ii) as of the Latest Practicable Date, we had agreed to bear the
labor cost incurred by the Airport Authority Hong Kong to hire human drivers when the
operations of driverless buses were suspended, being approximately HK$168,000, and we had
not received any other claims from the Airport Authority Hong Kong; (iii) after the incidents,
the type and scope of products and services provided by us to the Airport Authority Hong
Kong have not been changed; (iv) after the incidents, the commercial arrangement and the
mode of cooperation between the Airport Authority Hong Kong and us have not been
changed; (v) our business relationship with the Airport Authority Hong Kong will continue;
and (vi) there have been no existing or potential disputes, arbitrations, litigations or other
legal proceedings between the Airport Authority Hong Kong and us.
SAFETY CONTROL
We have implemented a rigorous safety control policy to ensure the highest level of
safety for all users and stakeholders. We conduct comprehensive risk assessments focused on
identifying potential hazards associated with our autonomous driving solutions. Based on the
results of the risk assessment, we implement robust safety measures such as redundant
systems, fail-safe mechanisms, and advanced collision avoidance systems. For example, our
vehicles are equipped with multiple sensors such as LiDAR, radar and cameras to provide a
comprehensive view of the environment and ensure reliable operation even if one sensor fails.
We also provide comprehensive safety training for all personnel involved in the deployment
and maintenance of our autonomous driving solutions. This training covers not only the
technical aspects of the systems, but also emergency response procedures and cybersecurity
best practices. We have a well-defined process for analyzing and reporting incidents. Our
operations team promptly investigates the incident, and we will then issue a detailed report
outlining the findings, corrective actions taken, and measures to prevent future occurrences.
We follow the ISO 26262 road vehicles — functional safety standard and various other
product and industry standards, including industry standards specific to airport products for
product development. In particular, we have established a special product safety department
that is responsible for implementing functional safety during the development of all products,
and organizing problem analysis and discussion, forming the closed loop of problem report,
solution, and repair. We also obtain ISO 26262 certification for our products when necessary,
and had obtained ISO 26262 certification for our multi-sensor data fusion software as of the
Latest Practicable Date.
DATA PRIV ACY AND INFORMATION SECURITY RISK MANAGEMENT
In our autonomous driving vehicle solutions, autonomous driving vehicle leasing
services and certain autonomous driving kit solutions where we provide deployment,
maintenance and operation services, the localization, perception, prediction, planning and
control modules on our autonomous driving vehicles collect and generate certain types of
data, such as vehicle information and status, key hardware information, maintenance records,
operational data (e.g., mileage, orders), vehicle-cloud IoT data, and vehicle log data. No
personal data are collected in the operations of vehicles. The types of data collected through
our testing vehicles are solely for the purposes of and are limited to the scope necessary for
enabling safe functioning, training and perfection of our autonomous driving system. These
data are collected, stored and processed as agreed by the customers and in compliance with
our internal control procedures and applicable laws and regulations in all material respects, in
particular:
(i) data collected in Chinese Mainland and Singapore are stored on third party cloud
service platforms in the corresponding jurisdictions;
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(ii) data collected in Hong Kong are stored on servers in Hong Kong and a cloud
service platform in Shanghai dedicated to the Hong Kong projects and isolated
from other data. The data on Shanghai server are underlying information to
assess the vehicle healthiness, which are agreed by the customer to be transmitted
to Shanghai as no separate computer cluster to process such data has been set up
in Hong Kong. No geographic, video or personal data are involved. Since such
data do not include personal data and there are no other laws or regulations in
Hong Kong which prohibits the transfer of such data to outside Hong Kong, the
transfer of such data from Hong Kong to Shanghai is not in breach of any laws or
regulations in Hong Kong, as advised by our legal advisers as to Hong Kong laws
in relation to the operations of the Group;
(iii) for the project in Qatar lasted from January to May 2025, the data generated from
the operations of vehicles were stored on a local server, and had been deleted
immediately subsequent to the termination of such project; and
(iv) for the pilot project in United Arab Emirates (two vehicles in total) in 2022, the
data were stored on local servers and deleted after the projects were completed in
2023.
For projects in China, we also collaborated with a qualified service provider who
provide us with data collection and retention, data annotation, data cleansing and other
necessary technical processing services in accordance with relevant laws and regulations.
Based on our collaboration agreement arrangements with the data service provider, we
entrusted it to collect and store geographic information data and audio/video data outside
vehicles generated during autonomous vehicle operations. The data provided by the service
provider, which were limited to processed environmental data after the geographic location
and privacy information are removed, were one of the sources of training data for our AI
models while a vast majority of our training data are those we collect as agreed with the
customers and in compliance with our internal control procedures and applicable laws and
regulations. The service provider was also contractually responsible for performing
compliance processing including data anonymization. Meanwhile, the data service provider
contractually undertook to us to (i) ensure security and stability of the designated data
storage environment; (ii) prevent data leaks or unauthorized access; and (iii) refrain from
using the data beyond the scope defined in the agreement. We do not directly own, access or
process personal information of traffic participants outside the vehicles, such as license plate
number or human face, captured by the sensor suite on our autonomous driving vehicles. Such
personal information was desensitized by the service provider in their environment.
We also implement a stringent data control system to ensure that only authorized
personnel can view and retrieve these video clips and in a manner that meets security, privacy
and compliance requirements. The data we collect and generate in our operations within the
territory of the PRC is stored and processed on the servers deployed locally and cloud servers
within the territory of PRC. We do not engage in any provision of personal information,
important data or geographic information data to overseas recipients. On that basis, our
operations had not involved any transfer of important data or personal information to any
overseas recipients outside PRC during the Track Record Period and up to the Latest
Practicable Date. Our PRC Legal Advisors are of the view that, during the Track Record
Period and as of the Latest Practicable Date, we are not subject to the cybersecurity review,
given that: (i) we had not been notified of being classified as a critical information
infrastructure operator; (ii) we have not received any queries or notifications from any PRC
governmental authorities, nor received any notification with regard to cybersecurity review;
and (iii) Hong Kong is not included in the definition of “abroad ( ਷̮)” thereof and a listing
in Hong Kong is not in the scope of “listing abroad” ( ਷̮ɪ̹ ), accordingly, a cybersecurity
review is not expressly required for a listing in Hong Kong.
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We provide services such as monitoring, maintenance, and management of autonomous
driving vehicles primarily through our cloud brain control system, and had received
Multi-level Protection Scheme (“ MLPS ”) 2.0 level 3 certification for such system as of the
Latest Practicable Date. MLPS is a complex technology standard that requires companies to
assess the current state of their information and network systems with servers located in
China and the risks associated with them. Under the MLPS, companies are required to
evaluate and determine the level to which the company’s information and network systems
belong — from the lowest level 1 to the highest leve l 5 — based on their relative impact on
national security, social order, and economic interests if the system is damaged or attacked.
We also conduct penetration test, which is an authorized simulated cyberattack on a computer
system to evaluate the security of the system, before delivering our solutions and services to
our customers.
We have designated personnel responsible for cybersecurity, data security and privacy.
We have established a comprehensive system to regulate our data processing activities, which
includes procedures and policies that guide our information security and compliance
initiatives, define our data classification and management system, specify management and
compliance requirements, mandate trainings for relevant personnel, and establish procedures
for data security and compliance risk assessments and audits. We have also set up an
emergency response mechanism for information security incidents. All our personnel are
required to strictly follow our internal rules, policies and protocols to safeguard the integrity
of our data. We provide data privacy trainings to our personnel on a periodic basis to increase
their compliance awareness, and require them to sign a confidentiality agreement with us.
To ensure data security, we have adopted rigorous encrypted algorithm to store sensitive
data and strictly execute a data accessing and transmitting policy to ensure the confidentiality
of our data. We have also established a remote disaster recovery system for our server by
setting up multiple storage for the same information and data of long time dimension on the
cloud, local and remote locations. Even if the server is damaged due to the highest level of
disasters such as earthquakes, mudslides and other irresistible natural disasters, we believe
that it can safeguard and guarantee that the service and data can be completely restored
within 24 hours.
As of the Latest Practicable Date, we had obtained the ISO 27001 information security
management system and ISO 27701 privacy information management certifications. ISO
27001 is a recognized and widely applied management system standard centered on
information asset security and business risk management within the field of information
security. ISO 27701 is a framework for data privacy that builds on ISO 27001. See “Risk
Factors — Risks Relating to Our Industry and Business Operations — We are subject to
cybersecurity risks to operational systems, security systems, infrastructure, integrated
software in our solutions and services and customer data processed by us or third-party
vendors or suppliers. Any material failure, weakness, interruption, cyber event, incident or
breach of security could prevent us from effectively operating our business and reduce
confidence in us and our solutions and services.” and “Regulatory Overview — PRC Laws and
Regulations — Regulations on Data Security, Cyber Security and Data Privacy Protection.”
Our PRC Legal Advisors are of the view that we have been in compliance with the
relevant PRC laws, rules and regulations relating to cybersecurity and data protection in all
material aspects during the Track Record Period and up to the Latest Practicable Date on the
basis that (i) we do not collect or process amounts of personal data for purposes of providing
autonomous driving solutions, as we do not conduct business directly with individuals, (ii) we
have implemented comprehensive cybersecurity and data protection policies, procedures, and
measures to ensure secured storage and transmission of data, prevent unauthorized access or
use of data and respond to network security incidents, (iii) we have not been subject to any
material fines or administrative penalties, mandatory rectifications, or other sanctions by any
competent regulatory authorities for violation of cybersecurity and data protection laws, rules
and regulations, (iv) there have been no material cybersecurity and data protection incidents
or infringement upon the rights of any third parties, or other legal proceedings, administrative
or governmental proceedings, pending or, to the best of the knowledge of our Directors,
threatened against or relating to us, and (v) we have not experienced any material leakage of
data, any breach of confidential business data or violation of cybersecurity and data
protection and privacy laws, rules and regulations which will have a material adverse impact
on our business operations.
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Taking into consideration the advices of our legal advisors as to Hong Kong, Singapore
and Qatar laws in relation to the operations of the Group, respectively, and we are not aware
of any investigations, penalties or disciplinary actions regarding its historical pilot project in
United Arab Emirates, we consider our Group was in compliance with the applicable laws and
regulations on data privacy and security in all material respects in Hong Kong, Singapore,
Qatar and United Arab Emirates during the Track Record Period and up to the Latest
Practicable Date.
AW ARDS AND RECOGNITION
As of the Latest Practicable Date, we had received numerous awards and recognitions in
respect of our Group, solutions, services and technologies, including the following:
Award
year Award/Recognition Awarding Institution/Authority
2025 Cathay Subsidiary Services’ Winner of Digital Leadership Cathay Subsidiary Service
2025 Golden Bull Technology Innovation Enterprise — Artificial
Intelligence (௴Άุᆤ{ɛʈ౽ঐ )
China Securities Journal
(ʕ਷ᗇՎజ )
2025 2024-2025 Innovative Leading Enterprise in the Field of Intelligent
Driving (2024-2025Άุ )
Chinese Venture ( ፄʕৌ຾ )
2025 ISC.AI • Hurun China Digital Intelligence Pioneer — Wu Gansha
2025 (2025 ISC.AI •ي— ю͚Ӎ)
Hurun Research Institute
2024 Global Unicorn Index 2024 (2024 ϋΌଢዹԉᖕ࿮ ) Hurun Research Institute
2024 1st Place in the RoboDrive Challenge Track 3: Robust Occupancy
Prediction
International Conference on
Robotics and Automation
2024 2024 Good Science and Technology Innovation Companies (2024߅
௴λʮ̡ )
China Star Market
(˚జ )
2023 KPMG China’s Leading Autotech 50 (ҦΆุ
50)
KPMG China
2022 Most Socially Influential Startups in the PRC (ึᅂᚤɢ
௴ุʮ̡ )
Fortune
2022 The Second Prize of Beijing Science and Technology Progress
Award (ኪҦஔආӉᆤɚഃᆤ ) relating to our R&D and
industrial application of key technologies of autonomous driving
in regional logistics transportation (༶፩ೌɛቷትᗫᒟҦ
೯ʿପุʷᏐ͜ )
The People’s Government of
Beijing Municipality
2021 National Key Specialized and New Small Giant Enterprise (ॴ
ਖ਼ၚतอ “ʃ̶ɛ”Άุ)
MIIT
2018 2018 Forbes China Most Innovative Companies (2018 ၅̺౶ʕ਷௰
Ո௴อɢΆุ )
Forbes
COMPETITION
The market for autonomous driving solutions is rapidly evolving and competitive, with
many potential applications under development. As a result, although we believe that we have
market-leading autonomous driving technology, we face competition from a range of
companies developing autonomous driving solutions for these applications, some of which
may be similar to ours. Our primary competitors include other autonomous driving solution
providers. We believe that we are strategically well-positioned in our market and compete
favorably with others based on our advanced autonomous driving technology that delivers
superior performance and quality, our broad range of solutions and services, and our strong
R&D capabilities. For more information on the competitive landscape of our industry, see
“Industry Overview.” Our Directors believe that we will maintain our competitiveness over
other competitors and our market position by strengthening and developing our competitive
strengths, which are highlighted in the paragraph headed “— Our Competitive Strengths” in
this section.
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EMPLO YEES
As of December 31, 2025, we had a total of 443 full-time employees, of which
approximately 92.3%, 6.3%, 1.1% and 0.2% of whom were based in the PRC, Hong Kong,
Singapore and Qatar, respectively. The following table sets forth a breakdown of our
employees categorized by function as of December 31, 2025.
Function Number Percentage
(%)
R&D 227 51.2
Operations (1) 143 32.3
General management and administrative 41 9.3
Sales and marketing 32 7.2
443 100.0
Note:
(1) Our operations employees may perform sales and marketing functions as needed when they are not
assigned to tasks directly relating to the delivery of our solutions and services. We allocate employee
costs to our cost of sales or selling and marketing expenses based on their recorded working hours for
the corresponding functions.
As part of our human resources strategy, we offer employees competitive salaries,
performance-based bonuses, and other incentives. We typically enter into intellectual property
assignment agreements, confidentiality agreements and non-competition agreements with our
key employees. Our employees are reviewed quarterly or annually on the basis of, among other
criteria, their abilities to achieve stipulated performance targets. As a result, we have generally
been able to attract and retain qualified employees and maintain a stable core business and
operating team.
We primarily recruit our employees through on-campus recruitment, online recruitment
channels and professional headhunters. We provide on-board training for all of our employees
as well as periodic training or seminars to ensure their self-development. We also strive to
create a multiple-incentive mechanism and a friendly working environment to fulfil our
employees’ full potential. We have adopted the Pre-IPO Incentive Schemes for the purpose of
attracting, retaining and rewarding talents for our development. See “History, Development
and Corporate Structure — Pre-IPO Incentive Schemes” and “Appendix VI — Statutory and
General Information — D. Pre-IPO Incentive Schemes” for details.
We believe that we generally maintain good working relationship with our employees.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material disputes with our employees.
INSURANCE
During the Track Record Period, we provided mandatory social insurance for our
employees as required by PRC social insurance regulations, such as pension insurance,
unemployment insurance, work injury insurance and medical insurance. We also purchase
property insurance and third party liability insurance for our autonomous driving vehicles on
a project-by-project basis.
As advised by our PRC Legal Advisor, based on our commercial contracts with our
customers, and pursuant to Product Quality Law of the People’s Republic of China
(
) and the Implementation Guidelines for the Pilot Program on
Market Access of Intelligent and Connected Vehicles (ICVs) (ɝձɪ༩ஷБ
), insurance companies shall compensate for personal injury or property loss
caused by our products within the coverage limits of the applicable insurance, and we may
assume liability for any compensation shortfall not covered by insurance as the ultimately
responsible party if such loss results from product defects. Additionally, in the event of a
product recall due to defects or malfunction which is not covered by insurance as in line with
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the industry norm according to Frost & Sullivan, we may bear responsibilities to repair,
replace, or provide refunds for affected products and compensate customers for losses
resulting from such recalls.
For vehicles sold to customers, we customarily obtain vehicle property insurance and
third-party liability insurance covering a defined contractual period (typically ranging from
three months to one year, subject to specific negotiation). Pursuant to the relevant contractual
provisions, customers are obligated to renew such insurance upon its expiration while certain
customers may also procure insurance directly without our involvement. Failure by customer
to fulfill the aforementioned obligation of renewing and procuration would render the
customer liable for any resultant losses of the primary insured event(s). For vehicles leased to
customers, we would typically secure commercial insurance for the entirety of the lease term
to mitigate associated operational and asset risks.
In addition, to mitigate potential risks of cyber attacks targeting our IT infrastructure
and systems, we have purchased cyber insurance providing coverage against, among others,
liability arising our of cyber risk, denial of service. For our operations overseas, we have
further obtained coverage by professional indemnity insurance to cover liability arising out of
any wrongful acts, errors, omissions, and other misconducts by our employees. We also
attempt to mitigate the risks of liabilities and claims by subjecting our autonomous driving
vehicles to rigid testing and by including security features in product design. To enhance the
safety level of our products and operations, we developed a remote maintenance system to
manage and monitor our autonomous driving vehicle in operation, detect abnormalities, and
intervene if necessary. We can also provide regular inspection of such autonomous driving
vehicles for our customers to ensure safe operation. Our Directors consider our insurance
policy as a whole is in line with the general market practice and complies with the relevant
rules and regulation. According to Frost & Sullivan, our insurance coverage is in line with the
market practice. See “Risk Factors — Risks Relating to Our Industry and Business
Operations — We may not have sufficient insurance coverage to cover our business risks.” As
of the Latest Practicable Date, we had not experienced any business interruptions that had a
material adverse effect on our business.
PROPERTIES
We are headquartered in Beijing, the PRC. As of the Latest Practicable Date, we did not
own any property in the PRC, and leased 11 properties in the PRC with an aggregate GFA of
approximately 17,411.46 sq.m. from third parties. These properties were used primarily as
premises of office spaces, assembling, testing and R&D. Our lease agreements in respect of the
abovementioned leased properties generally have lease terms ranging from one to 10 years. To
support our business operations overseas, we also leased one property in Hong Kong with an
aggregate GFA of approximately 120 sq.m. used for office spaces.
As of the Latest Practicable Date, we had not obtained lease registration for nine of the
properties we leased primarily as offices and assembly/testing presmises in the PRC. See “—
Legal Proceedings and Compliance.” According to Frost & Sullivan, even if relocation
happens, which will incur certain relocation costs, which the Company estimates to be
approximately RMB1.0 million in aggregate, primarily including expenses relating to the lease
of new premises, renovation and modification of facilities, and the relocation and
recalibration of equipment, while we may face challenges such as staff adaptation and
operational adjustments during the relocation period, it is expected that, with a well-planned
and orderly execution of the relocation, there will be no material adverse impact on our
overall operations. According to Frost & Sullivan and to the best of the Directors’ knowledge,
there are sufficient alternative premises in the market. Based on the above, our Directors do
not expect the relocation, which nevertheless will not happen due to the failure to complete
the lease registration, will have a material disruption to our overall operations. See “Risk
Factors — Risks Relating to Our Industry and Business Operations — Legal defects regarding
some of our leased properties may adversely affect our business, financial condition and
results of operations.”
During the Track Record Period and up to the Latest Practicable Date, we did not
encounter any material difficulties in renewing lease agreements or locating new premises for
our facilities. We do not foresee any major challenges or impediments in renewing the relevant
leases upon their expiration.
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LICENSES, PERMITS AND CERTIFICATES
As of the Latest Practicable Date, as advised by our PRC Legal Advisors, we had
obtained all material licenses and permits necessarily required for our business operations in
the PRC, and such licenses and permits had remained in full effect. Our PRC Legal Advisors
have advised us that there was no material legal impediment to renewing our material licenses
and permits as of the Latest Practicable Date.
The following table sets forth a list of material licenses, permits and approvals obtained
for our operations as of the Latest Practicable Date:
License/Permit
Holding
Entity Issuing Authorities
Date of
Issuance
Date of
Expiration
High-tech Enterprise
Certificate
(ࣣ)
Our
Company
Beijing Municipal Science and
Technology Commission,
Beijing Municipal Finance
Bureau, Beijing Municipal
Taxation Bureau of the State
Administration of Taxation
December
19, 2024
December
18, 2027
High-tech Enterprise
Certificate
(ࣣ)
UISEE
Zhejiang
Zhejiang Provincial Department
of Science and Technology,
Zhejiang Provincial Department
of Finance, Zhejiang Provincial
Taxation Bureau of the State
Administration of Taxation
December
8, 2023
December
7, 2026
High-tech Enterprise
Certificate
(ࣣ)
UISEE
Shanghai
Shanghai Municipal Science and
Technology Commission,
Shanghai Municipal Finance
Bureau, Shanghai Municipal
Taxation Bureau of the State
Administration of Taxation
December
25, 2025
December
25, 2028
INDUSTRY STANDARDS, COMPETENT AUTHORITY REQUIREMENTS
The application of L4 autonomous driving technology in domestic settings such as
airports, factories, ports, public transport, sanitation, and mining involves adherence to
multiple national standards, industry regulations, and regulatory approvals. The key
principles include:
Regulatory responsibility
• For vehicle-related matters, our partner manufacturers are responsible for compliance,
while we handle autonomous driving certifications.
• If we sell vehicle solutions, we shall obtain necessary regulatory approvals. For driving
kits, the vehicle integrator typically assumes this responsibility.
• We are not required to obtain licenses, permits or certificates for provision of
autonomous driving solutions to our customers for operations in open scenarios, and
the operating entities, i.e. our customers, shall obtain relevant licenses, permits or
certificates.
Compliance for data acquisition
We require customers to register with local industry bureaus and obtain autonomous
driving demonstration permits. We may also commission qualified third party service
providers for data collection and mapping management.
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Scenario-specific standards and licenses
Airports : Autonomous vehicles (e.g. baggage tugs, shuttle buses) must meet
aviation-specific standards and pass airworthiness evaluations managed by our vehicle
providers. We are also developing new technical requirements for unmanned equipment, while
registration with civil aviation authorities is typically handled by the airports.
Factories/Parks : In closed settings (e.g. factory sites, logistics parks), L4 vehicles
typically do not require public road licenses but must comply with relevant industry standards
and safety requirements (e.g., AGV standards GB/T 30029-2013). Special permits for
hazardous areas require additional certifications from the Ministry of Emergency
Management, obtained by us or vehicle integrators.
Ports : The Ministry of Transport outlines specific design standards and technical
requirements for automated container terminals and unmanned container transport vehicles.
Operators must apply for port operating licenses and may need to obtain operational permits
for autonomous equipment from local transport authorities. The process usually involves
closed testing, joint acceptance, and trial operation approvals, with us collaborating with port
management and operators.
Buses : Standards for urban public transport vehicles include technical requirements for
emergency braking and remote monitoring. Local pilot programs (e.g. in Beijing, Shanghai
and Shenzhen) require applications for intelligent connected vehicle demonstration licenses,
with us assisting vehicle providers and end customers in securing necessary certifications.
Sanitation V ehicles : Compliance with technical specifications for specialized
operational vehicles is required, along with adherence to local government procurement
standards. Some cities are piloting L4 autonomous sanitation vehicles, necessitating testing
licenses and operational permits. We primarily act as a kit provider, assisting vehicle
manufacturers with certifications and helping end customers in obtaining local licenses.
Trucks (Long-haul Logistics/Mining): The Ministry of Transport’s draft regulations
outline infrastructure requirements for autonomous truck operations on highways. In mining
scenarios, the National Mine Safety Administration mandates specific safety reviews for
unmanned mining trucks.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
ESG Governance
Our Board holds the highest decision-making authority regarding our ESG direction. It
is responsible for approving our ESG strategies, overseeing climate-related risks, and ensuring
that our management approach supports the Group’s sustainable growth and alignment with
the transition to a low-carbon economy.
To execute the Board’s strategy, an ESG working group has been established. Led by our
Director and composed of senior management from product, operations, HR, and finance,
this group drives the implementation of our ESG framework. Its core functions include:
• Identifying and prioritizing material ESG risks and opportunities;
• Formulating action plans and monitoring performance against set targets;
• Facilitating stakeholder engagement and keeping abreast of market trends;
• Compiling annual ESG data and reports for Board review and approval.
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As advised by our PRC Legal Advisor, we have complied with PRC ESG-related laws
and regulations in all material respects during the Track Record Period and up to the Latest
Practicable Date, including the preparation of Environmental Impact Assessment reports,
execution of environmental protection facility acceptance inspections, implementation of
occupational hazard factor monitoring and remittance of statutory social insurance
contributions and housing provident fund allocations for employees. We have not incurred
any material ESG-related administrative penalties during the Track Record Period and up to
the Latest Practicable Date.
Identification and Management of ESG-related Risks and Opportunities
The ESG working group is responsible for identifying, assessing, and managing
material ESG-related risks and opportunities. An assessment report is submitted to the Board
at least annually, and the Board retains ultimate oversight of the Group’s risk management
activities.
The assessment process integrates our business knowledge, industry research, and
international reporting frameworks. Risks are evaluated based on their likelihood and
potential impact on business, strategy, and finances. An inherent risk rating is first assigned,
followed by a residual risk rating that reflects the effectiveness of existing controls. A similar
methodology is applied to assess ESG opportunities.
The Group has identified the following material ESG risks:
• Climate-related physical risks , including extreme weather events that may damage
assets or disrupt operations. These are addressed through weather monitoring
and emergency response procedures.
• Climate-related transition risks , such as evolving low-carbon regulations and
shifting customer preferences, which could increase compliance or production
costs. These are managed through regulatory tracking and the adoption of
energy-efficient equipment.
• Product quality and safety risks , which are mitigated by strict oversight across
R&D, production, and after-sales processes.
• Supply chain risks , including supplier quality and stability issues, which are
controlled through supplier evaluation policies and long-term partnerships.
• Intellectual property and data security risks , which are protected through patent
registrations, confidentiality agreements, ISO certifications (27001 and 27701),
encryption protocols, and disaster recovery systems.
In addition, the Group actively pursues ESG opportunities, including growing demand
for electric vehicle technologies and energy-efficient solutions, by investing in innovation and
implementing energy conservation measures.
ESG Policy
We are committed to incorporating ESG factors into our business decision-making
process. Accordingly, we have established a group-level ESG policy complemented by a set of
measures and initiatives to guide our actions and measures to strengthen our sustainability
efforts.
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Environment
Our environmental policy outlines our green practices and measures (as far as
practicable), with a focus on emission reduction, waste reduction, resource conservation,
protection of environmental and natural resources, as well as addressing climate change. In
addition, we have obtained the ISO 14001:2015 environmental management system
certification for our operation facility to ensure our environmental management practices
meet international standards and continuously improve our environmental performance.
During the Track Record Period, we did not encounter any non-compliance or
complaints in relation to the environmental protection. In 2023, 2024 and 2025, we incurred
expenses for environmental compliance of RMB13,300, RMB9,600 and RMB16,600,
respectively.
Sustainable Mobility
Through our AI-powered L4 autonomous driving operating system, we aim to enhance
safety, efficiency, and low-carbon development. We primarily deploy new energy vehicles as
part of our solutions and remain focused on reducing carbon emissions across our own
operations, customer value chains, and society at large.
Our autonomous driving system incorporates multiple safety redundancies,
comprehensive failure handling, and holds international certifications for road safety and
information security. Our vehicle-brain and cloud-brain architecture enables continuous
technology iteration through real-world data collection, while the cloud-brain optimizes
driving strategies and operational efficiency via big data analytics.
Emissions, Energy and GHG Management
Given the nature of our business, we do not generate material SOx, NOx or PM
emissions in the course of our operations. Our primary energy consumption and GHG
emissions (Scope 1 and 2) arise from purchased electricity. To manage consumption, we have
implemented energy-saving measures including energy-efficient equipment, LED lighting,
natural light utilization, and employee guidelines on light and air-conditioning usage.
Water and Waste Management
Water consumption, which is sourced from the municipal supply, is managed through
timely repairs, water-efficient equipment, consumption monitoring, and employee awareness
initiatives.
Our non-hazardous waste, primarily domestic waste from offices and warehouses, is
managed through waste sorting for recycling and paper reduction measures such as
double-sided printing. Employees are also encouraged to minimize waste generation through
internal communications. We do not generate hazardous waste in our operations.
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Environmental Metrics and Targets
The table below sets forth key environmental metrics of our business operations 1,2:
Year ended December 31,
Unit 2023 2024 2025
Emissions
GHG emissions 3
Total (Scopes 1, 2, 3) tCO 2e 1,895.98 1,616.46 1,551.32
(i) Direct emissions
(Scope 1) tCO 2e 0.28 – –
(ii) Energy indirect emissions
(Scope 2) tCO 2e 731.78 655.75 605.39
(iii) Other indirect emissions
(Scope 3) 4 tCO2e 1,163.93 960.71 945.92
Use of Resources
Energy
Total MWh 1,199.44 1,343.07 1,315.00
(i) Purchased electricity MWh 1,199.44 1,077.16 995.68
(ii) Solar energy MWh – 265.91 319.32
W ater
Total m
3 1,515.36 2,536.47 2,583.54
Social
We are committed to fostering a caring workplace culture that upholds diversity, equal
opportunities, health and safety and employee well-being. Our social policy has outlined
socially responsible practices and measures.
Employment and Labor Practice
We aim to build an inclusive and diverse workforce. We uphold principles of equal
opportunity, diversity, and inclusiveness in all aspects of employment, including
compensation, recruitment, promotion, benefit, and welfare. We respect labor rights, and we
strictly prohibit the recruitment and use of child labor.
We are committed to continually investing in our workforce. To this end, we actively
provide employee development program to equip our employees with professional knowledge,
skills, and competence. We also encourage employees to actively participate in various
training programs to enhance their personal and professional skills.
In addition, we are committed to building and maintaining a talent pool, with a focus
on recruiting and retaining top R&D experts who have deep expertise and practical experience
in key technology areas, such as AI research and the development of high-generalization
algorithms. To attract and retain talents and cultivate their skills, we provide them with
reasonable career development paths, adequate training, medical and accident insurance and
fairly evaluation their performance.
1 The data covers the Group’s major business operations.
2 Totals may not be the exact sum of numbers stated here due to rounding.
3 The calculation of GHG emissions made reference to the GHG Protocol published by the World Business
Council for Sustainable Development (“ WBCSD ”) and the World Resources Institute (WRI). Scope 1
(Direct) emissions cover GHG emissions directly produced by business owned or controlled by the Group,
Scope 2 (Energy indirect) emissions cover GHG emissions of indirect energy resulted from purchased
electricity consumed by our operations, while Scope 3 (Other Indirect) emissions that occur in the Group’s
value chain.
4 The Scope 3 emissions include the emissions generated from Category 6: business travel as well as Category 7:
employee commuting.
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Furthermore, we strive to strengthen employee engagement by regularly arranging
leisure activities for our employees and maintaining two-way communications with our
employees, to increase their overall job satisfaction.
Occupational Health and Safety
Maintaining a healthy and safe workplace is one of our priorities. Health and safety
policies have been established, including provision of personal protective equipment, regular
workplace inspections, and relevant training. Emergency response procedures and accident
recording and handling systems are in place, with clear departmental responsibilities for
incidents such as fires.
Supply Chain Management
Our supply chain ESG risk management policy and procurement procedures integrate
sustainability expectations — including employment practices, health and safety, business
ethics, data privacy, and environmental protection — into supplier selection and regular
evaluations. Suppliers are assessed based on strict criteria and classified into tiers accordingly.
Green procurement measures include prioritizing energy-efficient products and encouraging
suppliers to adopt environmentally friendly practices. Major suppliers are generally required
to sign a sustainability commitment and provide relevant certifications (e.g., ISO 14001)
where applicable.
Product Responsibility
We are committed to delivering high-quality, safe, and environmentally friendly
products. We have obtained ISO 26262:2018 (functional safety for road vehicles) and IATF
16949 certifications. Quality measures include safety assessments, vehicle environmental
testing, and after-sales services such as technological maintenance, software updates, and
bug-fixing. Customer complaint handling procedures are in place, and no material complaints
were received during the Track Record Period. Our marketing and advertising policies ensure
promotional materials and product labelling are accurate and compliant.
Technology and Intellectual Property
We protect our intellectual property through patent applications, engagement of
professional IP service providers, and timely action against potential conflicts. Internal
policies include an intellectual property incentive scheme and protection guide. Key
employees are required to enter into intellectual property assignment, confidentiality, and
non-competition agreements.
Data Privacy and Information Security
We uphold high standards of data privacy and security. Data collected through our
autonomous driving system — such as street view images — is limited to the scope necessary
for system training and safe functioning, and is processed in compliance with applicable laws.
We collaborate with a licensed surveying service provider and do not directly access personal
information of traffic participants.
Internal policies and strict access controls prevent unauthorized data use. We have
designated personnel responsible for cybersecurity and data privacy, and have obtained ISO
27001 (information security) and ISO 27701 (privacy information) certifications. All
personnel undergo periodic data privacy training. During the Track Record Period, we
recorded no material data breaches or regulatory violations.
Business Ethics
We uphold the highest standards of business ethics, strictly prohibiting bribery,
extortion, fraud, and money laundering. Preventive measures include anti-corruption policies
for the Board and employees, and whistle-blowing channels for reporting potential
misconduct. The Board oversees these measures and procedures. During the Track Record
Period, we were not aware of any material non-compliance with relevant laws or regulations.
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Community Investment
We strive to contribute to the community through our technology. We have established
a community engagement policy and encourage employee participation in community services
through internal communications.
Social Metrics
The table below sets forth key social metrics of our business operations.
Workforce
As of December 31,
Unit 2023 2024 2025
By gender
Male Number 392 343 362
Female Number 100 94 81
By employment type
Full time Number 466 437 443
Part time Number 26 – –
By age group
At or below 30 Number 242 184 178
Between 31-50 Number 243 243 254
At or above 51 Number 7 10 11
By geographical location
The Chinese Mainland Number 482 413 410
Hong Kong Number 10 22 28
Singapore Number – 1 4
Qatar Number – 1 1
Occupational Health and Safety
We did not experience any major work safety-related incidents involving our employees
during the Track Record Period.
Year ended December 31,
Unit 2023 2024 2025
Working days lost
due to work injury Days 37 – 65
During the Track Record Period, two of our employees encountered incidents: one was
involved in a car accident on the way home, and another fell off a bicycle and was injured after
work. Although these accident were not caused by and related to the operational process, they
are considered as a work-related injuries according to the labor laws and regulations in China.
We had not received any claims relating to these incidents from these employees as of the
Latest Practicable Date.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, to the best
knowledge of our Directors, we had not been and were not a party to any legal, arbitral or
administrative proceedings that we believe would have a material adverse effect on our
business, results of operations, financial condition or reputation and compliance, and we were
not aware of any pending or threatened legal, arbitral or administrative proceedings against
us or our Directors. To the best knowledge of our Directors, our business operations had been
carried out in compliance with applicable laws and regulations in all material aspects during
the Track Record Period and up to the Latest Practicable Date.
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As of the Latest Practicable Date, we had not completed lease registration for nine
leased properties in the PRC, primarily because some of the lessors were not cooperative
enough to provide documents necessary for the lease registration, which are beyond our
control. We will take all practicable and reasonable steps to ensure that the unregistered leases
are registered if required by competent authorities, including requiring relevant lessors to
cooperate with us to complete the lease registration. The nine unregistered leased properties
were used primarily as office and assembly/testing premises. We may be subject to fines if we
fail to rectify such non-compliance within the prescribed time frame after receiving notice
from the relevant PRC government authorities. The penalty ranges from RMB1,000 to
RMB10,000 for each unregistered lease, at the discretion of the relevant authority. The actual
usage of the leased property by the company is in compliance with its designated use, and thus
as advised by our PRC Legal Advisor, there is no violation of applicable local safety
requirements. 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. Therefore, failure to complete the lease registration would
not result in relocation.
Based on the due diligence conducted by the Sole Sponsor, nothing material has come
to the Sole Sponsor’s attention that contradicts the advice of our PRC Legal Advisor
disclosed above in relation to the local safety requirements.
During the Track Record Period, since a limited number of employees worked in the
cities where we have not established subsidiaries, we engaged third-party human resources
agencies to handle social insurance premiums and housing provident fund contributions for
such employees. However, PRC regulations require employers to make these contributions
directly using their own accounts, not through third-party intermediaries. As a result,
contributions made via third-party accounts may not be deemed as compliant by government
authorities. Consequently, we could be required to make additional payments for any
outstanding contributions and may also face late payment penalties or enforcement actions.
As of the Latest Practicable Date, we have terminated the engagement with third-party human
resources agencies and we have not received any administrative penalties or labor disputes
related to this practice.
Based on the above, we consider that these non-compliances would not have a material
adverse effect on our business, financial condition, or results of operations. We are of the view
that we have in place adequate internal control measures to ensure ongoing compliance with
applicable laws and regulations.
RISK MANAGEMENT AND INTERNAL CONTROL
We are exposed to various risks in our operations and have established a risk
management system with relevant policies and procedures that we believe are appropriate for
our business operations, such as financial reporting, compliance, and anti-bribery and
kick-back. Such risk management policies are established by our Board based on the current
effective laws and regulations of the PRC and our Memorandum and Articles and
Association.
To monitor the ongoing implementation of our risk management policies and corporate
governance measures after the Global Offering, we have adopted and will continue to adopt,
among other things: (i) establish an audit committee to review and supervise our financial
reporting process and internal control system. For details of the qualifications and experience
of these committee members, see “Directors and Senior Management;” (ii) adopt various
policies to ensure compliance with the Listing Rules, including but not limited to policies and
procedures related to internal control and risk management, periodically reviewing their
effectiveness and compliance to relevant rules and regulations; and (iii) continue to organize
training sessions for our Directors and senior management in respect of the relevant
requirements of the Listing Rules and duties of directors of companies listed in Hong Kong.
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Financial Reporting Risk Management
We have in place a set of accounting policies and implementation procedures in
connection with our financial reporting risk management. We also provide regular training to
our finance team members to ensure that they understand our financial management and
accounting policies and implement them in our daily operations.
Compliance Risk Management
In order to effectively manage our compliance and legal risk exposures, we have
adopted strict internal procedures to ensure the compliance of our business operations with
the applicable rules and regulations. Our in-house legal team examines the contract terms and
reviews all relevant documents for our business operations, including licenses and permits
obtained by the counterparties to perform their obligations of business contracts and all the
necessary underlying due diligence materials, before we enter into any contract or business
arrangements. In particular, although we had not encountered any impact from the U.S. chip
export restrictions on certain U.S. chips and other foreign direct products and on-going
geo-political tensions as of the Latest Practicable Date, we commenced R&D of our
next-generation controllers based on both imported and domestically designed chips since
June 2023 to manage potential future compliance risks.
Anti-bribery and Kick-back Risk Management
In terms of anti-bribery and kick-back prevention, we have implemented a series of
policies and internal control measures against bribery and kick-back, which set forth
procedures for implementing relevant anti-bribery procedures and setting out anti-bribery
responsibilities for relevant personnel. We will strictly prohibit bribery or other improper
payments such as bribes, kickbacks, falsification and alteration of accounting and business
documents in any of our business operations according to our anti-bribery and kick-back
prevention policies. Moreover, we keep accurate books and records that reflect transactions
and asset dispositions in reasonable detail. We provide employees with adequate
communication channels, establish whistleblower policy and encourage employees to take the
initiative to seek guidance from us regarding the implementation of anti-bribery policies. Our
internal audit team is responsible for investigating the reported incidents and taking
appropriate measures as necessary in accordance with relevant laws and anti-bribery policies.
IMP ACT OF TRADE RESTRICTIONS, TARIFF POLICIES AND INTERNATIONAL
SANCTIONS
We have only procured limited U.S.-origin items (U.S. electric linear actuators) in our
production process. The procurement proportion of U.S.-origin items was extremely low
(RMB497,144 in aggregate) during the Track Record Period and we have already identified
alternative domestic suppliers. Furthermore, we have not been involved in any direct or
indirect exports to the U.S. during the Track Record Period and up to the Latest Practicable
Date. Accordingly, based on the advice of our International Sanctions Legal Advisors, the
U.S.-China tariff policies have no material negative impact on our import activities, and our
import and export activities are not affected by the additional tariffs imposed by the U.S. on
Chinese-origin goods.
In addition, based on the information provided by our legal department, the relevant
U.S.-origin items are not controlled under the Export Administration Regulations (“ EAR”)
with a specific Export Control Classification Number (“ ECCN ”) and are classified as EAR99.
Items designated as EAR99 are generally not controlled items but low-sensitivity items that
typically do not require a license for export, reexport, or transfer, except when destined for an
embargoed or sanctioned country, an end user of concern, or a prohibited end use.
Specifically, certain U.S.-origin electric linear actuators incorporated into our products are
subject to the EAR but are classified as EAR99 items. In addition, we procured certain
U.S.-branded chips that are not of U.S. origin and are not controlled items under the EAR, as
they do not require an export licence for export to China. Accordingly, neither the U.S.-origin
electric linear actuators nor the U.S.-branded chips procured by us required any export
licence.
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Our products, being autonomous driving solutions, are produced in China that do not
incorporate any controlled commodities or technologies or bundled with controlled software
under the EAR. Furthermore, the incorporation of EAR99 items into our products would
not, by itself, cause such products to become subject to the EAR. During the Track Record
Period, we did not sell any items, including commodities, technologies or software, subject to
the EAR to any entity included on the BIS Entity list. In addition, two of our customers which
procured autonomous vehicle leasing services were designated on the BIS Entity List. As
mentioned above, our products are not subject to the EAR, and no items subject to the EAR
were ever sold or transferred to such customers. Accordingly, we are of the view that dealings
with these BIS-designated entities were not prohibited under applicable U.S. export control
regulations. On this basis, and as advised by our International Sanctions Legal Advisors, both
the U.S.-origin items and U.S.-branded chips are not controlled items under the EAR and,
accordingly our products are not subject to the EAR. Therefore, there is no indication that the
our business during the Track Record Period and up to the Latest Practicable Date may
trigger any violation of U.S. BIS export control. In addition, with respect to the procurement
of U.S.-origin electric linear actuators, we are able to source alternative products at
comparable prices should the U.S.-origin items become subject to trade restrictions or
otherwise unavailable in the future. In fact, during the Track Record Period, we sought to
procure comparable products from a Chinese alternative supplier, which offered a comparable
unit price while maintaining similar performance, and the products are of PRC origin.
Accordingly, although we have not yet ceased the procurement of the aforementioned
U.S.-origin products as they remain available for purchase, alternative products can be
sourced if needed.
During the Track Record Period, we sold our products overseas only to customers
located in Hong Kong, Singapore, the United Arab Emirates, and Qatar. We sold to one
customer that is currently designated on the U.S. Non-SDN Chinese Military-Industrial
Complex Companies (“ NS-CMIC ”) List maintained by the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“ OFAC”) and the Chinese Military Companies (“ CMC”)
List published and maintained by the U.S. Department of Defense, and one customer that is
only designated on the CMC List. During the Track Record Period, we entered into and
performed only three contracts with the two customers, generating revenue of RMB0.5
million, RMB0.1 million and RMB3.0 million in 2023, 2024 and 2025, respectively,
representing approximately 0.3%, 0.03% and 0.9% of our total revenue for the corresponding
years. In addition, during the Track Record Period, we procured from four suppliers that are
currently designated as CMC entities. The items procured comprised (i) battery modules
totaling nil, RMB0.3 million and nil in 2023, 2024 and 2025, representing approximately nil,
0.2% and nil of our total purchases for the respective years; (ii) LiDAR products totaling
RMB4.4 million, RMB8.2 million and RMB16.0 million in 2023, 2024 and 2025, representing
approximately 2.9%, 4.5% and 5.1% of our total purchases for the respective years; and (iii)
Internet services totaling RMB0.3 million, RMB0.3 million and RMB0.3 million in 2023,
2024 and 2025, representing approximately 0.2%, 0.2% and 0.1% of our total purchases for the
respective years. Such suppliers are not our sole sources for the relevant commodities. Instead,
we have purchased comparable products at similar price from several alternative suppliers
during the Track Record Period. We did not encounter any export licensing requirements in
connection with these sales and procurements.
As confirmed by our Company and advised by the International Sanctions Legal
Advisors, our Group’s business, especially dealings with our counterparties, including
customers and suppliers, during the Track Record Period did not constitute Primary
Sanctioned Activities or Secondary Sanctionable Activities, as: (i) we have currently several
domestic offices in Chinese Mainland and three overseas subsidiaries in Hong Kong,
Singapore and Qatar, respectively. None are located, incorporated, organized, or domiciled in
countries or regions subject to comprehensive sanctions; (ii) neither our Company nor any of
our subsidiaries is a Sanctioned Target; (iii) none of our shareholders is located in countries
or regions subject to comprehensive sanctions or would be deemed as a Sanctioned Target; (iv)
our Company is not owned 50% or more or controlled by any nationals of the United States,
the United Kingdom, or any member state of the European Union; (v) during the Track
Record Period, the aforementioned countries and regions were not subject to comprehensive
sanctions, and the Group’s customers in these jurisdictions were not identified as Specially
Designated Nationals (“ SDN”); (vi) we did not export or transfer any item subject to the EAR
to our customers on the BIS entity list, nor did we procure any items subject to the EAR from
any suppliers on the BIS entity list, and our transactions with the NS-CMIC and CMC
BUSINESS
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entities were limited to ordinary-course sales or procurement activities and did not involve
any investment in or ownership interest in such entities; and (vii) the Group has implemented
Sanctions and Export Control Compliance Measures designed to systematically monitor and
ensure ongoing adherence to the following key principles: (a) timely identification of whether
counterparties are designated as Sanctioned Targets by any Relevant Sanctions Authorities;
(b) confirmation that relevant transactions do not give rise to international sanctions risks;
and (c) verification that items subject to the EAR procured by the Group are not sold to
countries, regions, or customers that could trigger international sanctions risks.
Based on the above and as advised by our International Sanctions Legal Advisors, our
Directors are of the view that the trade restrictions, tariff policies and international sanctions
laws do not have material adverse impact on our business operations and financial
performance and the Global Offering. Based on the due diligence conducted by the Sole
Sponsor, nothing material has come to the Sole Sponsor’s attention that contradicts the
Directors’ view disclosed above in relation to the trade restrictions, tariff policies and
international sanctions laws.
To manage regulatory and policy risks, we have established internal procedures to
ensure export control and sanctions compliance. Our Directors and senior management are
responsible for formulating and overseeing the implementation and effectiveness of our risk
management and internal control systems, which are designed to ensure ongoing compliance
with applicable laws and regulations.
Our internal control policies cover, among other things, counter-party due diligence,
item classification for potential controls, and related transaction approval processes. We have
also formed an export control and management team, comprising our CEO, CFO and legal
department, to monitor and mitigate sanctions and export control risks. The management
team’s duties include, among others, (i) supervising and preventing our Group from sanction-
and export control-related risks by implementing certain internal control measures to ensure
the compliance of our business operations; (ii) preparing risks control report to the Board for
review; (iii) assessing the potential risks of business activities to be conducted by reviewing
commercial contracts and information received in business activities and adding specific
terms and conditions in our commercial contracts for counterparties’ compliance with
applicable laws and regulations as appropriate; and (iv) providing training programs relating
to sanction laws and trade restrictions to our Directors, senior management and other
relevant personnel as and when appropriate.
We believe that our risk management and internal control systems and current
procedures are sufficient in terms of comprehensiveness, practicability and effectiveness.
Based on above, our International Sanctions Legal Advisors are of the view that these
measures will provide a reasonably adequate and effective internal control framework to assist
us in identifying and monitoring any material risk relating to export control and sanction
laws. Having taken into account our International Sanctions Legal Advisors’ advice above,
our Directors are of the view that our measures provide a reasonably adequate and effective
internal control framework to assist us in identifying and monitoring any material risk
relating to sanctions laws so as to protect the interests of our Shareholders and us.
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BOARD OF DIRECTORS
The table below sets out the key information of our Directors:
Name Age
Date of joining our
Group
Date of appointment
as Director
Existing
position(s) in our
Group Roles and responsibilities
Relationship with
other Directors
and senior
management
Executive Directors
Mr. Wu Gansha
(ю͚Ӎ)
50 February 6, 2016 April 29, 2016
(re-designated
as executive
Director on
May 15, 2025)
Executive
Director,
Chairman and
chief executive
officer of our
Company
Responsible for the
overall strategic
planning, business
direction and
operational
management of the
Group
None
Mr. Zhou Xin
(մ㒥)
48 February 22, 2016 September 8, 2017
(re-designated
as executive
Director on
May 15, 2025)
Executive
Director, deputy
general manager
and chief
products officer
Responsible for the
overall products and
development of our
Group
None
Mr. Chiang Tsung Che
(ࡪ֚)
42 February 21, 2017 October 31, 2024
(re-designated
as executive
Director on
May 15, 2025)
Executive
Director, chief
financial officer,
secretary of our
Board and our
joint company
secretary
Responsible for
financing, corporate
governance and
company secretarial
matters
None
Non-executive Directors
M r .W uJ u n
(ࠏ)
59 November 8, 2017 November 8, 2017
(re-designated
as non-executive
Director on
May 15, 2025)
Non-executive
Director
Responsible for
providing guidance
for the strategy and
business development
of our Group
None
Mr. Zhou Jun
(ࠏ)
52 April 27, 2020 April 27, 2020
(re-designated
as non-executive
Director on
May 15, 2025)
Non-executive
Director
Responsible for
providing guidance
for the strategy and
business development
of our Group
None
Mr. Gao Xiaohu
(ډ)
45 October 31, 2024 October 31, 2024
(re-designated
as non-executive
Director on
May 15, 2025)
Non-executive
Director
Responsible for
providing guidance
for the strategy and
business development
of our Group
None
Independent Non-executive Directors
Mr. Chow Ming Sang
(୍)
53 October 31, 2024 October 31, 2024
(re-designated
as independent
non-executive
Director on
May 15, 2025)
Independent
non-executive
Director
Responsible for
providing independent
advice to our Board
None
DIRECTORS AND SENIOR MANAGEMENT
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Name Age
Date of joining our
Group
Date of appointment
as Director
Existing
position(s) in our
Group Roles and responsibilities
Relationship with
other Directors
and senior
management
Ms. Bai Rui
(ͣጶ)
37 October 31, 2024 October 31, 2024
(re-designated
as independent
non-executive
Director on
May 15, 2025)
Independent
non-executive
Director
Responsible for
providing independent
advice to our Board
None
Mr. Du Zide
(Ӂɿᅃ)
70 October 31, 2024 October 31, 2024
(re-designated
as independent
non-executive
Director on
May 15, 2025)
Independent
non-executive
Director
Responsible for
providing independent
advice to our Board
None
Executive Directors
Mr. Wu Gansha ( ю͚Ӎ ), aged 50, is our Co-founder, Chairman, executive Director and
chief executive officer. He also holds various directorships in our Group.
Mr. Wu has over 25 years of experience in the information technology industry. Prior to
founding our Group, Mr. Wu worked for INTEL China Research Centre Ltd. (तဧʕ਷
ʮ̡ )( “ Intel ”), from July 2000 to March 2016, with his last position held as the
general manager. He led Intel’s long-term strategic planning in big data technology. Mr. Wu is
currently a member of several government and industry committees and organizations, a
special advisor to the Beijing Municipal People’s Government, and a member of the Beijing
Autonomous Driving Vehicle Road Testing Expert Committee (ࡰ
ึ). He also serves as a director of the China Electric Vehicle Hundred People’s Association
(ʕ਷ཥਗӛԓϵɛึ ), a director of the China Electronics Society ( ʕ਷ཥɿኪึ ), an
executive member of the China Digital Economy Hundred People’s Association ( ʕ਷ᅰο຾
᏶ϵɛึ ), and a distinguished member of the China Computer Federation (ၑዚኪึ ).
He is also a deputy director of the Intelligent Vehicle Working Committee of the Chinese
Automation Society (ึ ), a director of the China Artificial
Intelligence Society ( ʕ਷ɛʈ౽ঐኪึ ), a member of the Internet of Vehicles Committee of
the China Communications Society (ึ ), and a vice chairman of
the China Chapter of the Association for Computing Machinery Special Interest Group on
Artificial Intelligence (ACM SIGAI) (ၑዚኪึɛʈ౽ঐतйጳሳଡ଼ ).
Mr. Wu graduated from Fudan University ( ూ͇ɽኪ ) in the PRC with a bachelor’s
degree and a master’s degree in computer science and engineering in July 1997 and June 2000,
respectively. He has earned a number of industry honors, including AI Golden Goose Award
(AIඨᆤ) and AI Leader Award (AIᆤ ) in 2024.
Mr. Zhou Xin ( մ㒥), aged 48, is our Co-founder, executive Director, deputy general
manager and chief products officer.
Mr. Zhou has over 23 years of experience in the autonomous driving industry. Prior to
founding our Group, Mr. Zhou has worked for Intel from July 2002 to February 2016. During
his tenure with Intel, he was the director of the Big Data Lab at Intel China Research Institute
and the chief architect at the China-Intel Internet of Things Research Institute. Mr. Zhou also
served as a senior architect at Intel. He is now dedicated to developing comprehensive
solutions for autonomous driving. Additionally, Mr. Zhou serves as a correspondent member
of the Big Data Expert Committee of the China Computer Federation (ၑዚኪึ ).
Mr. Zhou graduated from Fudan University ( ూ͇ɽኪ ) in the PRC with a bachelor’s
degree and a master’s degree in computer science and engineering in July 1999 and July 2002,
respectively.
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Mr. Chiang Tsung Che (ࡪ֚) aged 42, is our executive Director, deputy general
manager, chief financial officer, secretary of our Board and joint company secretary. He
joined our Group as the chief financial officer in February 2017.
Mr. Chiang has over 15 years of experience in auditing, corporate governance and
financial management. He has gained valuable financial and operational management
experience at two publicly listed companies in Taiwan. From September 2009 to September
2012, Mr. Chiang worked in the accounting division of KPMG Taiwan (KPMGࠇ
הan accounting firm in Taiwan. From September 2012 to June 2013, he worked for
TSRC Corporation (ʮ̡ ) (formerly known as Taiwan Synthetic Rubber Corp.),
a synthetic rubber manufacturer in Taiwan whose shares are listed on the Taiwan Stock
Exchange (TPE: 2103). From October 2013 to July 2016, Mr. Chiang served as the manager of
the accounting department of Ri Pei Computer Accessory (Shanghai) Co., Ltd. ( ˚Ӓཥ໘ৣ
ʮ̡ ), a subsidiary of Casetek Group, Casetek Holdings Limited (ࠢ
ʮ̡), a manufacturer of light metal casing in Taiwan, whose shares were listed on the Taiwan
Stock Exchange but were subsequently delisted on January 15, 2021.
Mr. Chiang received a bachelor’s degree in accountancy from Cheng Kung University
(ϓ̌ɽኪ ) in June 2006 and a master’s degree in accountancy from Taiwan University ( ̨ᝄɽ
ኪ) in June 2008.
Non-executive Directors
M r .W uJ u n(ࠏ)aged 59, was appointed as our Director on November 8, 2017 and
re-designated as our non-executive Director on May 15, 2025.
Mr. Wu is a founding partner and serves as an advisor at Amino Capital, a venture firm
which primarily engages in the investments in big data and data-driven technologies. He
worked at Google as a senior expert. From August 2012 to August 2014, he also served as a
vice president at Tencent and as an advisor to the MIIT.
Mr. Wu received his doctoral degree (Ph.D.) in computer science from Johns Hopkins
University in the United States in May 2003, where he currently sits on the advisory board of
Johns Hopkins Whiting School of Engineering. Dr. Wu was awarded the “2019 Johns Hopkins
University Distinguished Alumnus Award”. He owns over 10 patents and is the author of
more than 10 books, including Silicon Valley, The Road of a University, On Top of Tides,
Beauty of Mathematics, Civilization, and Smart Times.
Mr. Zhou Jun (ࠏ,)aged 52, was appointed as our Director on April 27, 2020 and
re-designated as our non-executive Director on May 15, 2025.
Mr. Zhou has been serving as the executive general manager and the general manager of
Northeast Area at Shenzhen Capital Group Co., Ltd. (ʮ̡ ) since
June 2007. From June 2013 to April 2022, Mr. Zhou was a director of Shanxi Keda Automatic
Control Co., Ltd. (ʮ̡ ), an industrial internet industry solutions
provider, whose shares is listed on the Beijing Stock Exchange (stock code: 831832).
Mr. Zhou received his MBA degree from Tsinghua University ( ૶ശɽኪ ) in July 2006.
Mr. Gao Xiaohu (ډ) aged 45, was appointed as our Director on October 31, 2024
and re-designated as our non-executive Director on May 15, 2025. He is primarily responsible
for providing guidance for the strategy and business development of our Group.
He is also a supervisor of Hangzhou Meideng Technology Co., Ltd. (΅
ʮ̡ ), an e-commerce information technology company, a company listed on the Beijing
Stock Exchange (stock code: 838227), since December 2022, where he is responsible for
supervising business operations and financial information of the company. Mr. Gao joined
Beijing Innovation Works Private Equity Fund Management Co., Ltd. ( ̏ԯ௴อʈఙӷ෍ਿ
ʮ̡ ) since February 2011 and is currently a supervisor, where he is responsible for
investment and asset management. From April 2008 to January 2011, he served as a senior
analyst for Alibaba Group.
Mr. Gao received his science and technology English degree from Xi’an Jiaotong
University ( Гτʹஷɽኪ ) in July 2003 and a master’s degree in journalism and
communication from the Communication University of China ( ʕ਷ෂదɽኪ ) in July 2007.
DIRECTORS AND SENIOR MANAGEMENT
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Independent non-executive Directors
Mr. Chow Ming Sang (୍ ), aged 53, was appointed as our Director on October 31,
2024 and re-designated as our independent non-executive Director on May 15, 2025.
Mr. Chow has over 26 years of experience in accounting, corporate financial
management and corporate governance. From January 2007 to September 2018, he served as
an advisory partner of Ernst & Y oung (China) Advisory Limited (ʮ
̡), where he was primarily responsible for managing the risk advisory sub-service line’s
strategic growth and development in various regions of the PRC. From September 2018 to
June 2019, he served as the general manager of risk & control department of Tahoe Group
Co., Ltd., Beijing Branch (ʮ̡̏ԯʱʮ̡ ), a property developer in the
PRC, whose shares are listed on the Shenzhen Stock Exchange (stock code: 000732), where he
was primarily responsible for risk management of the company. From July 2019 to February
2024, Mr. Chow served as a director and the general manager of Beijing Xinshi Anye
Management Consulting Co., Ltd. (ʮ̡ ), a consulting firm in the
PRC.
From 2014 to 2016, Mr. Chow was the Committee Member of The Internal Controls
General Standards Committee of The Ministry of Finance (PRC) (௅ʫ௅છՓᅺ๟
ࡰ.)
Mr. Chow obtained his bachelor’s degree in accounting from the Hong Kong University
of Science and Technology in Hong Kong in November 1995. He has been a Certified Internal
Auditor since November 2003 and received the Certification of Fund Practice Qualification
from the Asset Management Association of China in April 2019. He is currently a fellow
member of the Hong Kong Institute of Certified Public Accountants and the Association of
Chartered Certified Accountants.
Mr. Chow is currently or has served as a director of the following listed companies:
Period of service Name of company Principal business
Place of listing
and stock code Position
June 21, 2019 – August
30, 2025
Teamway International
Group Holdings
Limited
Packaging products and
structural components,
property investment,
filtration media and
equipment, and rosewood
home furniture businesses
Stock Exchange (stock code:
1239)
Independent
non-executive
director
December 1, 2020 –
August 31, 2022
China Rundong Auto
Group Limited
1
Automobile dealer Stock Exchange (stock code:
1365, delisted on October
26, 2022)
Independent
non-executive
director
July 1, 2021 – present China Modern Dairy
Holdings Ltd.
Production and sales of milk,
trading, production and
sales of feeds
Stock Exchange (stock code:
1117)
Independent
non-executive
director
March 14, 2022 – present Redco Healthy Living
Company Limited
Provision of property
management services in the
PRC
Stock Exchange (stock code:
2370)
Independent
non-executive
director
December 21, 2023 –
present
Muyuan Foods Co., Ltd.
(ʮ̡ )
Pig farming business Shenzhen Stock Exchange
(stock code: 002714) and the
Stock Exchange (stock code:
2714)
Independent
director
Note:
1. Mr. Chow confirmed that there is no wrongful act on his part leading to the winding-up petition of
Rundong Auto and is not aware of any actual or potential claim that has been or will be made against
him as a result of the foregoing. His involvement in Rundong Auto was part and parcel of his services
as an independent non-executive director of Rundong Auto and he was not aware of any misconduct
or misfeasance involved in the winding-up petition of Rundong Auto.
DIRECTORS AND SENIOR MANAGEMENT
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Period of service Name of company Principal business
Place of listing
and stock code Position
March 1, 2024 – present China Maple Leaf
Educational Systems
Limited
International school operator Stock Exchange (stock code:
1317)
Independent
non-executive
director
May 28, 2024 – present XtalPi Holdings Limited A quantum physics-based,
AI-powered, and
robotics-driven, R&D
platform
Stock Exchange (stock code:
2228)
Independent
non-executive
director
Ms. Bai Rui ( ͣጶ), aged 37, was appointed as our Director on October 31, 2024 and
re-designated as our independent non-executive Director on May 15, 2025.
Prior to joining our Company, Ms. Bai is a joint company secretary of Yidu Tech Inc.,
a company listed on the Stock Exchange (stock code: 2158), since August 16, 2020. Ms. Bai
practiced law with Davis Polk & Wardwell LLP as an associate between May 2018 and May
2020 and with Troutman Sanders LLP as an associate between February 2017 and March
2018.
Ms. Bai received her juris doctor degree from the University of Iowa in August 2015 and
her bachelor’s degree in economics and finance from the University of Hong Kong in
November 2011. Ms. Bai was admitted to the New Y ork State bar in July 2016.
Mr. Du Zide ( Ӂɿᅃ ), aged 70, was appointed as our Director on October 31, 2024 and
re-designated as our independent non-executive Director on May 15, 2025.
Mr. Du has over 40 years of experience in the computer science industry. Mr. Du served
as a researcher (level 3) at the Institute of Computing Technology, Chinese Academy of
Sciences (הan academic establishment that specializes in
comprehensive research on computer science and technology, from February 2006 to
September 2015. From July 1984 to his retirement, Mr. Du served as the system software
engineer at the Institute of Computing Technology, Chinese Academy of Sciences (ኪ
הwhere he was responsible for the R&D of computing system. From
September 1996 to February 2021, he worked at the China Computer Federation (ၑዚ
ኪึ) with his last role as secretary general, Mr. Du served as the advisor to the president of
the Chinese University of Hong Kong (Shenzhen) (ಥʕ˖ɽኪଉέ).
Mr. Du received his bachelor’s degree of computer application from Beijing Steel and
Iron Institute ( ̏ԯ፻᚛ኪ৫ , currently known as University of Science and Technology
Beijing (Ҧɽኪ )) in January 1981 and a master’s degree of computer organization and
system architecture from the Institute of Computing Technology, Chinese Academy of
Sciences in July 1984.
Each of our Directors has confirmed that he/she has no other relationship with any
other Directors, senior management, substantial shareholders or controlling shareholders of
our Company and none of our Directors has held any other directorships in listed companies
during the three years immediately preceding the date of this prospectus.
Save as disclosed above, each of our Directors has confirmed that there are no other
matters relating to his/her appointment as a Director that need to be brought to the attention
of our Shareholders and there is no other information in relation to his/her appointment
which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
Each of our Directors has confirmed that he/she obtained the legal advice on April 8,
2025 with regard to the requirements under the Listing Rules that are applicable to him/her as
a director of a listed issuer and the possible consequences of making a false declaration or
giving false information to the Stock Exchange as set out in Rule 3.09D of the Listing Rules
and he/she understood his/her obligations as a director of a listed issuer.
Each of our executive Directors and non-executive Directors confirms that as of the
Latest Practicable Date, he did not have any interest in a business, apart from the business of
DIRECTORS AND SENIOR MANAGEMENT
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our Group, which competes or is likely to compete, either directly or indirectly, with our
business, which would require disclosure under Rule 8.10 of the Listing Rules. Each of our
independent non-executive Directors has confirmed his/her independence with regards to
each of the factors as set out in Rules 3.13(1) to (8) of the Listing Rules and that there are no
other factors that may affect his/her independence at the time of his/her appointment.
SENIOR MANAGEMENT
Our senior management includes Mr. Wu, Mr. Zhou, Mr. Chiang and Mr. Peng. For the
biography of Mr. Wu, Mr. Zhou and Mr. Chiang, see “— Board of Directors — Executive
Directors” above. The table below sets out the key information of Mr. Peng.
Name Age
Date of joining our
Group
Date of appointment
as senior
management
Existing
position(s) in our
Group Roles and responsibilities
Relationship with
other Directors
and senior
management
Mr. Peng Jinzhan
(࢝)
49 February 24, 2016 February 24, 2016 Deputy general
manager and
head of
innovation
business division
Responsible for the
overseeing the innovation
business division of our
Group
None
Mr. Peng Jinzhan (࢝) aged 49, is our Co-founder and was appointed as our deputy
general manager and head of innovation business division on February 24, 2016. He is
primarily responsible for overseeing the innovation business division of our Group. Mr. Peng
served as the lead system architect for the development of Intel’s Edison chip platform, which
won four awards at CES 2014. Prior to co-founding the Company, Mr. Peng has also served as
a director of the Robotics System Laboratory at Intel China Research Institute.
Mr. Peng received his degree in computer science and technology from Huazhong
University of Science and Technology (Ҧɽኪ ) in June 1999 and a master’s degree in
computer science and technology from Beijing University of Aeronautics and Astronautics
(ঘ˂ɽኪ ) in March 2002.
JOINT COMP ANY SECRETARIES
Mr. Chiang Tsung Che (ࡪ֚) is our executive Director, chief financial officer,
secretary of our Board and our joint company secretary. For his biography, see “— Board of
Directors — Executive Directors” above.
Ms. Sham Ying Man ( Ҋᅂ˖ ) is a senior manager of company secretarial services of
Tricor Services Limited. She has over 25 years of experience in the corporate secretarial field.
Ms. Sham currently holds company secretary or joint company secretary positions in
certain Hong Kong listed companies, including Hilong Holding Limited (ʮ̡ )
(stock code: 1623), Honma Golf Limited (ʮ̡ ) (stock code: 6858) and WuXi
Biologics (Cayman) Inc. (ʮ̡ ) (stock code: 2269).
Ms. Sham obtained a bachelor degree of business administration from Lingnan College
(now known as Lingnan University). She 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, respectively.
BOARD COMMITTEES
Our Board has established the Audit Committee, the Remuneration and Appraisal
Committee, the Nomination Committee and the Strategic Committee.
Audit Committee
Our Audit Committee was established on April 8, 2025 pursuant to Rule 3.21 of the
Listing Rules with written terms of reference in compliance with code provision D.3 of Part 2
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of the Corporate Governance Code. The Audit Committee consists of three members, namely
Mr. Chow Ming Sang, Ms. Bai Rui and Mr. Wu Jun. The chairman of our Audit Committee is
Mr. Chow Ming Sang, who is our independent non-executive Director and has the appropriate
professional qualifications or related financial management expertise as required under Rule
3.10(2) of the Listing Rules.
The primary duties of the Audit Committee include (i) reviewing and monitoring the
external auditors’ audit process and giving guidance to our internal audit work; (ii) making
recommendations to our Board on the appointment, reappointment and removal of the
external auditor; (iii) overseeing the effectiveness of our financial reporting system, risk
management and internal control systems; (iv) reviewing and providing advice and comments
on our financial reports; (v) coordination among our management team, internal audit
department and related departments and external auditors; and (vi) performing our corporate
governance functions.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee on April 8, 2025
pursuant to Rule 3.25 of the Listing Rules with written terms of reference in compliance with
code provision E.1 of Part 2 of the Corporate Governance Code. The Remuneration and
Appraisal Committee consists of three members, namely Mr. Du Zide, Mr. Chow Ming Sang
and Mr. Chiang Tsung Che. Mr. Du Zide is the chairman of the Remuneration and Appraisal
Committee.
The primary duties of the Remuneration and Appraisal Committee include (i)
establishing, reviewing and providing advices to our Board on our policy and structure
concerning remuneration of our Directors and senior management and on the establishment
of a formal and transparent procedure for developing policies concerning such remuneration;
(ii) determining the terms of, and reviewing and approving the specific remuneration package
of each Director and senior management; (iii) making recommendations to our Board on the
remuneration of non-executive Directors; and (iv) reviewing and/or approving matters
relating to share schemes under Chapter 17 of the Listing Rules.
Nomination Committee
We have established the Nomination Committee on April 8, 2025 pursuant to Rule
3.27A of the Listing Rules with written terms of reference in compliance with code provision
B.3 of Part 2 of the Corporate Governance Code. The Nomination Committee consists of
three members, namely Mr. Wu Gansha, Mr. Du Zide and Ms. Bai Rui. Mr. Wu Gansha is the
chairman of the Nomination Committee.
The primary duties of the Nomination Committee include (i) reviewing the structure,
size and composition (including the skills, knowledge and experience) of our Board at least
annually and on a regular basis, and assisting the Board in maintaining a board skills matrix;
(ii) identifying, selecting or making recommendations to our Board on the selection of
individuals nominated for directorship, and ensuring the diversity of our Board members; (iii)
assessing the independence of our independent non-executive Directors; (iv) making
recommendations to our Board on relevant matters relating to the appointment,
re-appointment and removal of our Directors and succession planning for our Directors; and
(v) supporting the regular evaluation of our Board’s performance.
Strategic Committee
We have established the Strategic Committee on April 8, 2025. The Strategic Committee
consists of three members, namely Mr. Wu Gansha, Mr. Zhou Xin and Mr. Du Zide. Mr. Wu
Gansha is the chairman of the Strategic Committee.
The primary duties of the Strategic Committee include, but are not limited to, (i)
studying and advising on long term strategic development plans of the Company; (ii) studying
and advising on major investment financing proposals; (iii) studying and advising on major
capital operations and asset management projects; and (iv) studying and advising on any
other significant events that affect the development of our Company.
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BOARD DIVERSITY POLICY
Our Board has adopted a board diversity policy which sets out the approach to achieve
and maintain diversity on our Board. Our Company seeks to achieve Board diversity through
the consideration of a number of factors, including but not limited to talent, skills, gender,
age, cultural and educational background, ethnicity, professional experience, independence,
knowledge. We will select potential Board candidates based on merit and against objective
criteria, having due regard to the benefits of diversity on our Board and his/her potential
contribution to our Board while taking into account our board diversity policy and other
factors. We will also take into account our own business model and specific needs from
time-to-time.
Our Board has a balanced mix of genders, age, knowledge, skills and experience,
including but not limited to information technology, overall management and strategic
development, business, computer science, investment, accounting, legal and consulting.
Members of our board have obtained professional and academic qualifications including
holding doctoral degrees in computer science and engineering as well as business
administration. We have three independent non-executive Directors from different industry
backgrounds, including accounting, legal and computer science. Furthermore, our Directors
are of a wide range of age, from 37 years old to 70 years old.
We will continue to take steps to promote and enhance gender diversity at all levels of
our Group. After the Listing, we will strive to achieve gender balance of the Board . One of
our Directors is female upon the Listing. To further ensure gender diversity of our Board in
the long run, our Group will also identify and select several female individuals with a diverse
range of skills, experience and knowledge in different fields from time to time, and maintain a
list of such female individuals who possess qualities to become our Board members, which will
be reviewed by our Nomination Committee periodically in order to develop a pipeline of
potential successors to our Board to promote gender diversity of our Board.
Our Nomination Committee is responsible for reviewing the diversity of the Board and
assisting the Board in maintaining a board skills matrix. After Listing, our Nomination
Committee will continue to monitor and evaluate the implementation of the board diversity
policy from time to time to ensure its continued effectiveness and we will disclose in our
corporate governance report about its implementation including any measurable objectives
set and the progress on achieving these objectives on an annual basis.
CORPORATE GOVERNANCE
Our Company aims to achieve high standards of corporate governance which are
crucial to the development and safeguard the interests of our Shareholders. We expect to
comply with the Corporate Governance Code and the associated Listing Rules after the
Listing save for the deviation as mentioned below.
According to code provision C.2.1 of Part 2 of the Corporate Governance Code, the
roles of chairman and chief executive should be separate and should not be performed by the
same individual. Mr. Wu is currently the chairman and chief executive officer of our
Company. In view of the fact that Mr. Wu has been assuming the responsibilities in our overall
strategic planning, business direction and operational management since our establishment,
our Board believes that it is in our best interest to have Mr. Wu taking up both roles for
effective management and operations. Therefore, our Directors consider that the deviation
from such code provision is appropriate. Our Directors are of the view that our Board is able
to work efficiently and perform its responsibilities with all key and appropriate issues
discussed in a timely manner. In addition, as all major decisions will be made in consultation
with members of our Board and the relevant Board committees, and there are three
independent non-executive Directors offering independent perspective, there are adequate
safeguards in place to ensure sufficient balance of powers within our Board. Our Board shall
nevertheless review the structure and composition of our Board and senior management from
time to time in light of prevailing circumstances to maintain a high standard of corporate
governance practices of our Company.
As Mr. Wu, the chairman of the Board, is not an independent non-executive Director,
pursuant to paragraph C.1.8 of Part 2 of the Corporate Governance Code, our Company has
DIRECTORS AND SENIOR MANAGEMENT
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designated Mr. Chow Ming Sang as the lead independent non-executive Director, who will (a)
serve as an intermediary for the other Directors and Shareholders; and (b) be available to
other Directors and Shareholders where normal communication channels with the chairman
or management are inadequate.
COMPLIANCE ADVISOR
We have appointed Somerley Capital Limited as our Compliance Advisor pursuant to
Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our Compliance
Advisor will advise our Company (a) before the publication of any regulatory announcement,
circular and financial report; (b) where a transaction, which might be notifiable or connected
transaction, is contemplated including shares issues, sales or transfers of treasury shares and
share repurchases; (c) where our Company proposes to use the proceeds from the Global
Offering in a manner different from that detailed in this prospectus or where our business
activities, developments or results deviate from any forecast, estimate or other information in
this prospectus; and (d) where the Stock Exchange makes an inquiry of our Company
regarding unusual movements in the price or trading volume of our Shares.
The term of the appointment shall commence on the Listing Date and end on the date
on which our Company distribute our annual report in respect of our financial results for the
first full financial year commencing after the Listing Date.
KEY TERMS OF EMPLO YMENT CONTRACTS
Below sets forth the key terms of the employment contracts and/or confidentiality,
non-competition and IP protection agreements we enter into with our senior management and
other key personnel.
Confidentiality
The employee shall, during the course of employment with the Group and thereafter,
keep in confidence all technical, operational information or trade secrets belonging to our
Company or other third parties to whom the Group owes confidentiality obligations. Without
the Group’s prior consent, the employee shall not leak, disclose, publish or otherwise make
available to any third party (including employees who are not privy to such trade secrets) any
such trade secrets in any manner and shall not utilize such trade secret beyond his or her scope
of work.
Ownership of intellectual work products
The employee acknowledges and agrees that the Group shall own all intellectual work
products he or she (i) produces during the course of employment with the Group for the
purposes of undertaking their duties and responsibilities and (ii) produces using the Group’s
resources.
Non-competition
During the term of his/her employment with our Company, unless with the Group’s
prior consent, the employee shall not engage in any business that competes with or is similar
to that of the Group’s business. We may also require the employee to undertake before
termination of employment relationship that he/she shall not serve in any capacity at any
company engaged in a business that competes with or is similar to that of the Group’s business
for a certain period after termination of the employment relationship.
Compensation for breach of covenants
If the employee breaches the obligations under the confidentiality, IP and
non-competition agreement, our Group shall be entitled to recover from the employee any
losses incurred and any profits earned by the employee as a result of the breaches.
DIRECTORS AND SENIOR MANAGEMENT
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OVERVIEW
As of the Latest Practicable Date, our Company was owned as to 16.44% by Mr. Wu,
4.77% by Mr. Jiang, 2.38% by Mr. Zhou and 2.38% by Mr. Peng. In addition, Mr. Wu is the
general partner of Beijing Simaju, which is owned as to (i) 18.53% by Mr. Wu beneficially; and
(ii) 61.47% by Mr. Wu and 20% by Mr. Zhou for the benefit of the option grantees under the
Pre-IPO Incentive Schemes.
Mr. Wu is our Chairman, executive Director and chief executive officer. Mr. Zhou is our
executive Director, deputy general manager and chief products officer. Mr. Peng is our deputy
general manager and head of innovation business division. Mr. Jiang is one of our
Co-founders and is our scientific advisor who has provided us guidance and insights on our
R&D developments from time to time. For further background of Mr. Wu, Mr. Zhou and Mr.
Peng, see “Directors and Senior Management.”
Pursuant to the Acting-in-Concert Arrangement, each of Mr. Jiang, Mr. Zhou and Mr.
Peng agreed to exercise his voting rights in a consistent manner with Mr. Wu. Under the
Voting Proxies Arrangement, Mr. Wu is also entitled to exercise the voting rights attached to
the 4.28% equity interest of our Company held by Xinding Huaqi, Keyuan Shenneng and
Jiaxing Jiayao up until completion of the Global Offering. See “History, Development and
Corporate Structure — Acting-in-Concert and Voting Proxies Arrangements” for details.
Immediately upon completion of the Global Offering (without taking into account any
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option),
Mr. Wu, Mr. Jiang, Mr. Zhou, Mr. Peng and Beijing Simaju will be directly interested in an
aggregate of 32.35% of the total share capital of our Company. Accordingly, Mr. Wu, Mr.
Jiang, Mr. Zhou, Mr. Peng and Beijing Simaju will be a group of Controlling Shareholders
under the Listing Rules.
INTERESTS OF OUR CONTROLLING SHAREHOLDERS AND THEIR CLOSE
ASSOCIATES IN OTHER BUSINESS
As of the Latest Practicable Date, none of our Controlling Shareholders and their close
associates had any interest in a business, apart from our business, which competes or is likely
to compete, either directly or indirectly, with our business, which would require disclosure
under Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS AND THEIR
CLOSE ASSOCIATES
We believe that we are capable of carrying on our business independently from our
Controlling Shareholders and their respective close associates (other than our Group) after
the Listing.
Management Independence
Our Board comprises three executive Directors, three non-executive Directors and three
independent non-executive Directors. None of our Directors or members of our senior
management team (other than members of our Controlling Shareholders themselves) holds
any position in the businesses of our Controlling Shareholders or their respective close
associates.
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.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Each of our Directors is aware of his/her fiduciary duties as a Director, which require,
among other things, that he/she acts for the benefit and in the best interests of our Company
and does not allow any conflict between his/her duties as a Director and his/her personal
interests. In the event that there is any potential conflict of interest arising out of any contract
or arrangement or any other proposal in which our Directors or any of his/her close associates
has any material interest, the interested Director(s) is required to declare the nature of such
interest before voting at the relevant Board meetings in respect of such transactions and shall
abstain from voting on (nor shall be counted in the quorum in relation to) any resolutions
approving any contract or arrangement or any other proposal in which he/she or any of
his/her close associates is materially interested in.
We have appointed three independent non-executive Directors with extensive
experience in their respective areas of expertise to ensure that the decision of our Board are
made after due consideration of independent and impartial opinions and in the best interests
of our Company and our Shareholders as a whole. Matters including connected transactions
are required to be referred to our independent non-executive Directors for review and
approval. In addition, we have adopted a series of corporate governance measures to manage
conflicts of interests, if any, between our Group and our Controlling Shareholders which
would support our independent management. See “— Corporate Governance Measures.”
Based on the reasons above, our Directors are of the view that our Board as a whole and
our senior management members are capable of managing our business independently from
our Controlling Shareholders following the completion of the Global Offering.
Operational Independence
We have full rights to make all decisions on and to carry out our own business
operations independently. Our Group holds the relevant licenses, approvals and permits from
the relevant regulatory authorities that are material to our operations. We have sufficient
capital, facilities and employees to operate our business independently from our Controlling
Shareholders and their respective close associates. We also have independent access to our
customers and suppliers and an independent management team to operate our business.
Based on the above, our Directors are of the view that our Group is capable to operate
independently from our Controlling Shareholders and their respective close associates
following the completion of the Global Offering.
Financial Independence
We have our own internal control and accounting systems, accounting and finance
department, independent treasury function for cash receipts and payment and independent
access to third party financing. As of the Latest Practicable Date, none of our bank
borrowings were secured by security or guarantee provided by our Controlling Shareholders
or their respective close associates, and our Group did not have any outstanding loans,
advances or balances due to or from our Controlling Shareholders or their respective close
associates.
Based on the above, our Directors are of the view that our Group is capable to maintain
financial independence from our Controlling Shareholders and their respective close
associates following the completion of the Global Offering.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 227 –


--- page 237 ---
CORPORATE GOVERNANCE MEASURES
Each of our Controlling Shareholders has confirmed that it/he has fully comprehended
its/his obligations to act in our Shareholders’ best interests as a whole. Our Directors
recognize the importance of good corporate governance in protecting our Shareholders’
interests. We would adopt the following measures to safeguard good corporate governance
standards and to avoid potential conflict of interests between our Group and our Controlling
Shareholders:
(a) as part of our preparation for the Global Offering, we have amended our Articles
of Association to comply with the Listing Rules. In particular, our Articles of
Association provided that, unless otherwise provided, a Director shall not vote
on any resolution approving any contract or arrangement or any other proposal
in which such Director or any of his/her associates have a material interest nor
shall such Director be counted in the quorum present at the meeting;
(b) we are committed that our Board should include a balanced composition with not
less than one-third of independent non-executive Directors to ensure that our
Board is able to effectively exercise independent judgment in its decision-making
process and provide independent advice to our Shareholders. We have appointed
three independent non-executive Directors and we believe our independent
non-executive Directors possess sufficient experience and they are free of any
business or other relationship which could interfere in any material manner with
the exercise of their independent judgment and will be able to provide an
impartial, external opinion to protect the interests of our public Shareholders.
For details of our independent non-executive Directors, see the section headed
“Directors and Senior Management — Board of Directors — Independent
non-executive Directors” in this prospectus;
(c) we have established internal control mechanisms to identify connected
transactions. Upon and after the Listing, if our Company enters into connected
transactions with our Controlling Shareholders or any of their associates, our
Company will comply with the applicable Listing Rules;
(d) we have appointed Somerley 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; and
(e) as required by the Listing Rules, our independent non-executive Directors shall
review any continuing connected transaction annually and confirm in our annual
report that such transactions have been entered into in our ordinary and usual
course of business, are either on normal commercial terms or on terms no less
favorable to us than those available to or from Independent Third Parties and on
terms that are fair and reasonable and in the interests of our Shareholders as a
whole.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 228 –


--- page 238 ---
So far as our Directors are aware, the following persons will, immediately prior to and
following the completion of the Global Offering and conversion of Unlisted Shares into H
Shares (without taking into account any H shares which may be issued pursuant to the
exercise of the Offer Size Adjustment Option), have interests or short positions in our Shares
or underlying Shares, which would be required to be disclosed to us under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or
more of nominal value of any types of our issued voting shares of our Company:
LONG POSITIONS IN SHARES OF OUR COMP ANY
1
Shareholder Nature of interest
Number of
Shares
Percentage in
relevant type
of Shares
Percentage in
total issued
share capital
Mr. Wu Beneficial owner 8,113,910
H Shares
6.40% 4.99%
16,227,830
Unlisted
Shares
45.38% 9.99%
Interest in controlled
corporation 2
14,111,120
H Shares
11.14% 8.68%
Beijing Simaju Beneficial owner 2 14,111,120
H Shares
11.14% 8.68%
Deep Glint Beneficial owner 11,677,930
H Shares
9.22% 7.19%
CAS Star Technology
Investment Co., Ltd.
(Ҧҳ༟
ʮ̡ )( “ CAS Star
Investment ”), Xi’an Huike
Enterprise Management
Consultancy Co., Ltd.
(ٰ
ʮ̡ ) and Mr. Mi
Lei ( Ϸᆾ)
Interest in controlled
corporation
3
7,060,760 H
Shares
5.57% 4.35%
Shanghai SOE Reform Fund Beneficial owner 3,249,840
Unlisted
Shares
9.09% 2.00%
Taizhou Shengsheng Beneficial owner 2,015,460
Unlisted
Shares
5.64% 1.24%
Xiamen Wolun Jingrong
Equity Investment
Partnership (Limited
Partnership) (ӜԿ౻
ࠢ
Υྫ) and Taizhou
State-owned Assets
Investment Group Co.,
Ltd. ( ̨ψ̹਷Ϟ༟ପҳ༟
ʮ̡ )
Interest in controlled
corporation
5
2,015,460
Unlisted
Shares
5.64% 1.24%
SUBSTANTIAL SHAREHOLDERS
– 229 –


--- page 239 ---
Shareholder Nature of interest
Number of
Shares
Percentage in
relevant type
of Shares
Percentage in
total issued
share capital
Shanghai Guosheng Capital
Management Co., Ltd.
(ɪऎ਷ସ༟͉၍ଣ
ʮ̡ ) and Shanghai
Guosheng (Group) Co.,
Ltd. (ࠢ
ʮ̡)
Interest in controlled
corporation
4
5,265,300
Unlisted
Shares
14.72% 3.24%
CDBC Manufacturing Fund Beneficial owner 3,120,600
Unlisted
Shares
8.73% 1.92%
CDBC Investment Fund
Management Co., Ltd.
(ࠢ
ப΂ʮ̡ ), China
Development Bank Capital
Co., Ltd (ப
΂ʮ̡) and National
Manufacturing
Transformation and
Upgrade Fund Co., Ltd.
(ږ
ʮ̡ )
Interest in controlled
corporation
6
3,120,600
Unlisted
Shares
8.73% 1.92%
SCGC Beneficial owner 1,950,380
Unlisted
Shares
5.45% 1.20%
Mr. Zhou Beneficial owner 2,527,780
Unlisted
Shares
7.07% 1.56%
Mr. Peng Beneficial owner 2,527,780
Unlisted
Shares
7.07% 1.56%
Notes:
1. All interests stated are long positions. The percentage figures included in the table have been subject
to rounding adjustments. Accordingly, figures shown as totals in the table may not be an arithmetic
aggregation of the figures preceding them.
2. Beijing Simaju is owned as to 80% by Mr. Wu as its general partner. By virtue of the SFO, Mr. Wu is
deemed to be interested in the H Shares in which Beijing Simaju is interested.
3. Xike Angel III Fund is a limited partnership established in the PRC with Shaanxi Xike Angel
Investment Co., Ltd. (ʮ̡ ) as its general partner. Beijing Hard Tech II
Fund is a limited partnership established in the PRC with Beijing CAS Star Technology Co., Ltd. ( ̏
ʮ̡ ) as its general partner. Shaanxi Xike Angel Investment Co., Ltd. and Beijing
CAS Star Technology Co., Ltd. are subsidiaries of CAS Star Investment.
CAS Star Investment is owned as to 49.93% by Xi’an Huike Enterprise Management Consultancy
Co., Ltd., which in turn is owned as to 47.99% by Mr. Mi Lei. By virtue of the SFO, each of Mr. Mi
Lei, Xi’an Huike Enterprise Management Consultancy Co., Ltd. and CAS Star Investment is deemed
to be interested in the H Shares in which Xike Angel III Fund and Beijing Hard Tech II Fund are
interested.
SUBSTANTIAL SHAREHOLDERS
– 230 –


--- page 240 ---
4. Shanghai Guosheng Capital Management Co., Ltd. is the general partner of Shanghai SOE Reform
Fund and Taizhou Shengsheng. By virtue of the SFO, Shanghai Guosheng Capital Management Co.,
Ltd. is deemed to be interested in the Unlisted Shares in which Shanghai SOE Reform Fund and
Taizhou Shengsheng are interested.
Shanghai Guosheng Capital Management Co., Ltd. is controlled by Shanghai Guosheng (Group) Co.,
Ltd. By virtue of the SFO, Shanghai Guosheng (Group) Co., Ltd. is deemed to be interested in the
Unlisted Shares in which Shanghai SOE Reform Fund and Taizhou Shengsheng are interested.
5. Taizhou Shengsheng is owned as to 40% by Xiamen Wolun Jingrong Equity Investment Partnership
(Limited Partnership) and 38.71% by Taizhou State-owned Assets Investment Group Co., Ltd. By
virtue of the SFO, each of Xiamen Wolun Jingrong Equity Investment Partnership (Limited
Partnership) and Taizhou State-owned Assets Investment Group Co., Ltd. is deemed to be interested
in the Unlisted Shares in which Taizhou Shengsheng is interested.
6. CDBC Investment Fund Management Co., Ltd. is the general partner of CDBC Manufacturing Fund
and is wholly owned by China Development Bank Capital Co., Ltd. In addition, CDBC
Manufacturing Fund is owned as to 99.8% by National Manufacturing Transformation and Upgrade
Fund Co., Ltd. By virtue of the SFO, each of CDBC Investment Fund Management Co., Ltd., China
Development Bank Capital Co., Ltd. and National Manufacturing Transformation and Upgrade
Fund Co., Ltd. is deemed to be interested in the Unlisted Shares in which CDBC Manufacturing Fund
is interested.
Except as disclosed above, our Directors are not aware of any person who will,
immediately prior to and following the completion of the Global Offering and conversion of
Unlisted Shares into H Shares (without taking into account any H shares which may be issued
pursuant to the exercise of the Offer Size Adjustment Option), have interests or short
positions in any Shares or underlying Shares, which would be required to be disclosed to us
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or
indirectly interested in 10% or more of the nominal value of any types of our issued voting
shares of our Company. Our Directors are not aware of any arrangement which may at a
subsequent date result in a change of control of our Company.
SUBSTANTIAL SHAREHOLDERS
– 231 –


--- page 241 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (the “ Cornerstone Investment
Agreements ”) with the cornerstone investors (the “ Cornerstone Investors ”), namely (i)
Xiongan Autonomous Driving Limited (ʮ̡ )( “ Xiongan Auto Driving ”),
(ii) CYGG Holding Limited (“ CYGG”) and (iii) Starwin International A LPF (“ Starwin
International ”), pursuant to which the Cornerstone Investors have agreed to, subject to
certain conditions, subscribe at the Offer Price for such number of Offer Shares (rounded
down to the nearest whole board lot of 50 Shares) that may be subscribed for with an
aggregate amount of approximately HK$261.2 million (exclusive of brokerage fee, the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee) (the
“Cornerstone Placing ”).
Based on the Offer Price of HK$60.30 per H Share, the total number of Offer Shares to
be subscribed by the Cornerstone Investors would be 4,332,200 Offer Shares, representing
approximately 29.96% of the Offer Shares pursuant to the Global Offering (assuming the
Offer Size Adjustment Option is not exercised) and approximately 26.05% of the Offer Shares
pursuant to the Global Offering (assuming the Offer Size Adjustment Option is fully
exercised).
Our Company is of the view that, (i) the Cornerstone Placing will ensure a reasonable
size of solid commitment at the beginning of the marketing period of the Global Offering and
will provide confidence to the market; and (ii) by leveraging on the Cornerstone Investors’
industry reputation and investment experience, the Cornerstone Placing will help raise the
profile of our Company and to signify that such investors have confidence in our business and
prospect.
The Cornerstone Placing will form part of the International Offering, and the
Cornerstone Investors will not subscribe for any Offer Shares under the Global Offering
(other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be
subscribed by the Cornerstone Investors will rank pari passu in all respects with the fully paid
Shares in issue following the Global Offering and will be counted towards the public float of
our Company under Rule 19A.13A of the Listing Rules. Immediately following the
completion of the Global Offering, the Cornerstone Investors will not, by virtue of their
cornerstone investments, have any Board representation in our Company; and none of the
Cornerstone Investors will become a substantial Shareholder of our Company. The
subscription of the Offer Shares by the Cornerstone Investors will not result in more than 50%
of the H Shares in public hands at the time of Listing being beneficially owned by the three
largest public Shareholders for the purpose of Rule 8.08(3) of the Listing Rules. Other than a
guaranteed allocation of the relevant Offer Shares at the Offer Price, the Cornerstone
Investors do not have any preferential rights under each of their respective Cornerstone
Investment Agreements, as compared with other public Shareholders. There are no side
arrangements or agreements between our Company and the Cornerstone Investors or any
benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to
the Listing, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price,
following the principles as set out in Chapter 4.15 of the Listing Guide.
To the best knowledge of our Company after making reasonable enquiries, (i) each of
the Cornerstone Investors and their respective ultimate beneficial owners are independent of
the other Cornerstone Investors, our Group, our connected persons and their respective
associates, and is not an existing Shareholder or a close associate of our Group; (ii) none of
the Cornerstone Investors is accustomed to take instructions from our Company, our
Directors, chief executive of our Company, Controlling Shareholders, substantial
Shareholders or existing Shareholders or any of its subsidiaries or their respective close
associates in relation to the acquisition, disposal, voting, or other disposition of Shares
registered in its name or otherwise held by it; and (iii) none of the subscription of the relevant
Offer Shares by any of the Cornerstone Investors is financed directly or indirectly by our
Company, our Directors, chief executive of our Company, Controlling Shareholders,
substantial Shareholders or existing Shareholders or any of its subsidiaries or their respective
close associates.
CORNERSTONE INVESTORS
– 232 –


--- page 242 ---
As confirmed by each of the Cornerstone Investors, their subscription under the
Cornerstone Placing would be financed by their own internal resources. Each of the
Cornerstone Investors has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing and that no specific approval from any stock exchange (if
relevant) or its shareholders is required for the relevant cornerstone investment. All of the
Cornerstone Investors have confirmed that they have sufficient funds to settle the investment
amounts and they will pay and settle in full for the relevant Offer Shares that they have
subscribed before dealings in the Offer Shares commence on the Stock Exchange.
There will be no delayed delivery of, or deferred settlement of the consideration for, the
Offer Shares to be subscribed by the Cornerstone Investors.
Pursuant to Rule 18C.09 of the Listing Rules and Chapter 4.14 of the Listing Guide, in
the event of over-subscription under the Hong Kong Public Offering, the number of Offer
Shares to be allocated to the Cornerstone Investors may be affected by the reallocation of
Offer Shares between the International Offering and the Hong Kong Public Offering. If the
total demand for Offer Shares in the Hong Kong Public Offering falls within the circumstance
as set out in “Structure of the Global Offering — The Hong Kong Public Offering —
Reallocation and Clawback,” the number of Offer Shares to be allocated to the Cornerstone
Investors may be deducted on a pro rata basis to satisfy the public demands under the Hong
Kong Public Offering. In addition, our Company and the Overall Coordinators have the right
to adjust the number of Offer Shares to be allocated to the Cornerstone Investors in their sole
and absolute discretion to ensure compliance with (i) the minimum public float requirement
under Rule 19A.13A(1) of the Listing Rules or as otherwise approved by the Stock Exchange;
(ii) Rule 8.08(3) of the Listing Rules, which stipulates that no more than 50% of the Shares in
public hands can be beneficially owned by the three largest public Shareholders on the Listing
Date; (iii) Rule 18C.08 of the Listing Rules, which stipulates that at least 50% of the total
number of Offer Shares (excluding any Offer Shares to be issued pursuant to the exercise of
the Offer Size Adjustment Option) must be taken up by independent price setting investors in
the International Offering (whether as cornerstone investors or otherwise); and (iv) the free
float requirement under Rule 19A.13C(1) of the Listing Rules. Further, the Overall
Coordinators and our Company can adjust the number of Offer Shares to be allocated to the
Cornerstone Investors in their sole and absolute discretion for the purpose of the compliance
with Appendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules.
Details of the actual number of Offer Shares to be allocated to the Cornerstone
Investors will be disclosed in the allotment results announcement of our Company to be
published on or around May 19, 2026.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by
our Cornerstone Investors in connection with the Cornerstone Placing.
Xiongan Auto Driving
Xiongan Auto Driving is a limited company incorporated under the laws of Hong Kong
and principally engaged in investment. It is wholly owned by Hebei Xiongan Xiongyu Future
Autonomous Driving Industry Investment Partnership Enterprise (Limited Partnership) (ئ
Υྫ)( “ Xiongan Xiongyu ”), the general
partner of which is China Xiongan Group Fund Management Co., Ltd. (၍
ʮ̡ )( “ Xiongan Fund Management ”), which holds approximately 0.50% partnership
interest and is ultimately controlled by Hebei Xiongan New Area Administrative Committee
(ึ )( “ Xiongan Administrative Committee ”), a PRC Governmental
Body and a dispatched agency of the Hebei Provincial People’s Government (݁
ִThe limited partners of Xiongan Xiongyu include (i) Xiongan Technology Innovation
Growth Equity Investment Fund (Limited Partnership) (ږ
Υྫ)( “Xiongan Technology Fund ”), holding approximately 24.9% partnership interest,
which is ultimately controlled by Xiongan Administrative Committee; (ii) Hebei Xiongan
Zhongguancun Science Park Equity Investment Fund Phase I Partnership Enterprise
(Limited Partnership) (Υྫ )
(“Xiongan Zhongguancun Fund ”), holding approximately 14.9% partnership interest, which is
ultimately controlled by Xiongan Administrative Committee; (iii) Hebei Jiaotou New
CORNERSTONE INVESTORS
– 233 –


--- page 243 ---
Generation Information Technology Industry Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ (Υྫ )) (“ Hebei
Jiaotou Fund ”), holding approximately 29.9% partnership interest, which is ultimately
controlled by Hebei Provincial People’s Government State-owned Assets Supervision and
Administration Commission (ึ )( “ Hebei SASAC ”), a
PRC Governmental Body; (iv) Hebei Logistics Industry Investment Co., Ltd. (ପุ
ʮ̡ )( “ Hebei Logistics ”), holding approximately 14.9% partnership interest, which
is ultimately controlled by Hebei SASAC; and (v) Guangda Hengan (Shenzhen) Equity
Investment Management Co., Ltd. ( ᄿɽ㛬τ (ଉέ )ʮ̡ )( “ Guangda
Hengan ”), holding approximately 14.9% partnership interest, which is ultimately controlled
by Hebei SASAC. To the best knowledge and information of our Company, all these
above-mentioned entities are Independent Third Parties.
We became acquainted with Xiongan Auto Driving through the introduction by the
Underwriters.
CYGG
CYGG Holding Limited is incorporated in the British Virgin Islands with limited
liability and principally engaged in investment holding. Its investment portfolio includes
investments in the financing, technology and other sectors. It is a wholly-owned subsidiary of
58.com Inc. (“ 58.com ”, together with its subsidiaries, the “ 58 Group ”) (a company previously
listed on the New Y ork Stock Exchange and delisted in September 2020 as subsequently
privatized by Quantum Bloom Group Ltd in September 2020). 58.com is wholly owned by
Quantum Bloom Group Ltd, an investment holding company. Mr. Yao Jinbo (تۊۼan
Independent Third Party and a private investor, was the founder, chairman and chief
executive officer of 58.com. Mr. Yao was also a co-founder of Xueda Education Technology
(Beijing) Co., Ltd. (“ XueDa ”,ʮ̡ ) and worked at XueDa from
September 2001 to November 2005. Mr. Yao founded Beijing 58 Information Technology Co.,
Ltd. (ʮ̡ ) in December 2005 and has been its chief executive officer.
58 Group employs a “4+N” investment strategy, focusing on its core businesses of
recruitment, real estate, automobiles and local life services. Through internal incubation and
investment, 58 Group expands into “N” innovative niche businesses, covering sectors such as
artificial intelligence (AI), embodied AI, new consumption and new services, as well as new
energy and ESG. 58 Group has invested in over 100 innovative companies.
We became acquainted with CYGG through the introduction by the Underwriters.
Starwin International
Starwin International is a limited partnership fund established in Hong Kong in
December 2025, and is primarily engaged in investment. Its general partner is Starwin Wealth
Management Limited, and its non-discretionary investment manager is Hong Tai Securities
Limited (“ Hong Tai Securities ”), an entity licensed with the SFC to conduct Type 1 (dealing in
securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities,
both of which are ultimately controlled by Ms. Shen Yanjie ( ӏዲẘ). Ms. Shen Yanjie is the
general manager and executive director of Hong Tai Securities and is responsible for the
overall management and supervision of securities business. Hong Tai Securities has
approximately HK$4.3 million of AUM, with an investment strategy which primarily aims to
achieve medium-term capital growth through direct or indirect investments in the Hong Kong
stock market. Hong Tai Securities was also the investment manager of a cornerstone investor
for Zhongmiao Holdings (Qingdao) Co., Ltd. (a company listed on the Stock Exchange with
the stock code of 1471). Ms. Shen Yanjie has over 20 years of experience in the financial
industry, including senior management positions at China Huadian Capital ( ʕ਷ശཥ༟͉ )
and Huatai United Securities ( ശइᑌΥᗇՎ ), possessing extensive experience in financial
work and asset management. Based on the information pro vided, Starwin International has
nine limited partners, of which Ms. Zhu Jianhua (ശ ) holds approximately 53.33%
partnership interest and none of the others holds 30% or more. To the best knowledge and
information of our Company, all these above-mentioned entities and individuals are
Independent Third Parties. The Shares to be allocated to Starwin International under the
Cornerstone Placing will be held by Starwin International on a non-discretionary basis.
CORNERSTONE INVESTORS
– 234 –


--- page 244 ---
As Hong Tai Securities is one of the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers and the Underwriters, Starwin International is therefore a
“connected client” of Hong Tai Securities. Our Company has applied to the Stock Exchange
for, and the Stock Exchange has granted, its consent under paragraph 1C(1) of Appendix F1
to the Listing Rules to permit Starwin International to participate in the Global Offering as a
cornerstone investor subject to certain conditions. See “Waivers from Strict Compliance with
the Listing Rules” for details.
We became acquainted with Starwin International through the introduction by the
Underwriters.
The table below sets forth details of the Cornerstone Placing:
Assuming the Offer Size
Adjustment Option is not
exercised
Assuming the Offer Size
Adjustment Option is
exercised in full
Cornerstone Investor
Total investment
amount (1)
Number of
Offer Shares
to be
subscribed (2)
% of Offer
Shares
% of Shares
in issue upon
completion of
the Global
Offering
% of Offer
Shares
% of Shares
in issue upon
completion of
the Global
Offering
Xiongan Auto Driving HK$223,713,000 3,710,000 25.65% 2.28% 22.31% 2.25%
CYGG HK$7,820,910 129,700 0.90% 0.08% 0.78% 0.08%
Starwin International HK$29,697,750 492,500 3.41% 0.30% 2.96% 0.30%
Total HK$261,231,660 4,332,200 29.96% 2.67% 26.05% 2.63%
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee.
(2) Subject to rounding down to the nearest whole board lot of 50 Shares.
CLOSING CONDITIONS
The obligation of the Cornerstone Investors to acquire the Offer Shares under the
Cornerstone Investment Agreements is subject to, among other things, the following closing
conditions:
(a) the Underwriting Agreements being entered into and having become effective and
unconditional (in accordance with their respective original terms or as
subsequently waived or varied by agreement of the parties thereto) by no later
than the time and date as specified in the Underwriting Agreements, and neither
the Underwriting Agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the other Underwriters);
(c) the Listing Committee of the Stock Exchange having granted the approval for the
listing of, and permission to deal in, the H Shares (including the H Shares under
the Cornerstone Placing) as well as other applicable waivers and approvals and
those in connection with the subscription of the H Shares under the Cornerstone
Placing and such approval, permission or waiver having not been revoked prior to
the commencement of dealings in the H Shares on the Stock Exchange;
(d) the CSRC having accepted the our filings made under the Overseas Listing Trial
Measures for the Global Offering and published the filing results in respect of the
filings on its website, and such notice of acceptance and/or filing results
published not having otherwise been rejected, withdrawn, revoked or invalidated
prior to the commencement of dealings in the H Shares on the Stock Exchange;
CORNERSTONE INVESTORS
– 235 –


--- page 245 ---
(e) no laws shall have been enacted or promulgated by any governmental authority
which prohibits the consummation of the transactions contemplated in the
Global Offering or the Cornerstone Investment Agreements, and there shall be no
orders or injunctions from a court of competent jurisdiction in effect precluding
or prohibiting consummation of such transactions; and
(f) the respective representations, warranties, undertakings, confirmations and
acknowledgements of the Cornerstone Investors under their respective
Cornerstone Investment Agreements are and will be accurate and true in all
respects and not misleading and that there is no breach of the Cornerstone
Investment Agreements on the part of the Cornerstone Investors.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that without the prior written consent of
each of the Company, the Sole Sponsor and the Overall Coordinators, it will not, whether
directly or indirectly, at any time during the period commencing from (and inclusive of) the
Listing Date and ending on (and inclusive of) the date falling six months after the Listing Date
(the “ Lock-up Period ”), (i) dispose of, in any way, any of the Offer Shares it has subscribed for
or any interest in any company or entity holding any of such Offer Shares pursuant to the
relevant Cornerstone Investment Agreements; (ii) agree, enter into an agreement or publicly
announce an intention to enter into such transaction described above; (iii) allow itself to
undergo a change of control (as defined in the Takeovers Code) at the level of its ultimate
beneficial owner; or (iv) enter into any transactions directly or indirectly with the same
economic effect as any aforesaid transaction, save for certain limited circumstances, such as
transfers to any of its wholly-owned subsidiaries which will be bound by the same obligations
of such Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
– 236 –


--- page 246 ---
As of the Latest Practicable Date, the registered share capital of our Company was
RMB14,802,382, divided into 148,023,820 Unlisted Shares, with a nominal value of RMB0.10
each.
The share capital of our Company immediately after the completion of the Global
Offering and conversion of Unlisted Shares into H Shares will be as follows:
Assuming the Offer Size Adjustment Option is not exercised:
Number of
Shares Description of Shares
Percentage to
total share
capital
35,759,570 Unlisted Shares 22.01%
112,264,250 H Shares converted from Unlisted Shares 1 69.09%
14,461,200 H Shares to be issued under the Global Offering 8.90%
162,485,020 Total 100.00%
Assuming the Offer Size Adjustment Option is exercised in full:
Number of
Shares Description of Shares
Percentage to
total share
capital
35,759,570 Unlisted Shares 21.72%
112,264,250 H Shares converted from Unlisted Shares 68.18%
16,630,350 H Shares to be issued under the Global Offering 10.10%
164,654,170 Total 100.00%
Note:
1. See “Public Float” in “History, Development and Corporate Structure” for details of the identities of
the shareholders whose Shares will be converted into H Shares upon Listing.
RANKING
Upon the completion of the Global Offering and conversion of Unlisted Shares into H
Shares, our Shares will consist of Unlisted Shares and H Shares. Both Unlisted Shares and H
Shares are ordinary Shares in the share capital of our Company and are regarded as the same
class of Shares under the Articles of Association.
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 our certain
existing shareholders the Unlisted Shares held by whom will be converted into H Shares
according to the filing with the CSRC), H Shares generally cannot be subscribed by or traded
between legal or natural PRC persons.
Unlisted Shares and H Shares shall carry the same rights in all other respects and, in
particular, will rank equally for dividends or distributions declared, paid or made. All
dividend 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 or a combination of cash
and shares.
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CIRCUMSTANCES UNDER WHICH GENERAL MEETING AND CLASS MEETING
ARE REQUIRED
Our Company will have only one class of Shares upon completion of the Global
Offering, namely ordinary shares, and each carries the same rights as with the other Shares.
For details of circumstances under which our Shareholders’ general meetings are
required, see “Appendi x V — Summary of Articles of Association” to this prospectus.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
Pursuant to the regulations prescribed by the securities regulatory authorities of the
State Council and the Articles of Association, the holders of Unlisted Shares may, at their
own discretion, authorize the Company to file with the CSRC for conversion of their Unlisted
Shares into overseas-listed Shares. Such converted Shares could be listed or traded as H
Shares on the Stock Exchange, provided that prior to the conversion and trading of such H
Shares, any requisite internal approval process has been duly completed and all the filing
procedures with the relevant regulatory authorities, including CSRC which requires
administrative filing procedures for the conversion and trading of such converted Shares, have
been consummated. In addition, such conversion and trading shall comply with the
regulations, requirements and procedures prescribed by the Stock Exchange.
Filing with the CSRC and Full Circulation Application
In accordance with the Overseas Listing Trial Measures and related guidelines
announced by the CSRC, H-share listed companies which apply for the conversion of unlisted
shares into H shares for listing and circulation on the Stock Exchange shall file the application
with the CSRC according to the administrative filing procedures necessary for the Overseas
Listing Trial Measures. An H-share listed company may apply for a “Full Circulation”
separately or when applying for refinancing overseas. An unlisted domestic joint stock
company may apply for “Full Circulation” when applying for an overseas initial public
offering.
We have filed with the CSRC for the conversion of Unlisted Shares into H Shares in
respect of the registration of the overseas listing and “Full Circulation”, pursuant to which (i)
our Company is supposed to issue no more than 18,914,150 H Shares, which are all ordinary
Shares, and upon such issuance our Company may be listed on the Main Board of the Stock
Exchange; (ii) a total of 112,264,250 Unlisted Shares held by certain Shareholders (the
“Participating Shareholders ”) are supposed to be converted into H Shares on a one-for-one
basis after the Global Offering, and the relevant Shares may be listed on the Stock Exchange
upon completion of the conversion.
Listing Approval by the Stock Exchange
We have applied to the Stock Exchange for the approval 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 112,264,250 Unlisted Shares on the Stock Exchange, which is
subject to the approval by the Stock Exchange.
We will perform the following procedures for the conversion of Unlisted Shares into H
Shares after receiving the approval of the Stock Exchange: (a) giving instructions to our H
Share Registrar regarding relevant share certificates of the converted H Shares; and (b)
enabling the converted H Shares to be accepted as eligible securities by HKSCC for deposit,
clearance and settlement in the CCASS.
TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE
The PRC Company Law provides that in relation to the public offering of a company,
the shares issued prior to the public offering shall not be transferred within a period of one
year from the date on which the publicly offered shares are listed on any stock exchange.
Accordingly, Shares issued by our Company prior to the Global Offering shall be subject to
such statutory restriction and not be transferred within a period of one year from the Listing
Date.
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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. The Shares that the aforementioned persons hold in our Company cannot be
transferred within one year from the Listing Date, nor within half a year after they leave their
positions as Directors or members of the senior management in our Company.
For details of the lock-up undertaking given by our Controlling Shareholders to the
Stock Exchange, see “Underwriting — Underwriting Arrangements and Expenses —
Undertakings pursuant to the Listing Rules and the Hong Kong Underwriting Agreement —
Undertakings by the Controlling Shareholders” in this prospectus.
INCREASE IN SHARE CAPITAL
Pursuant to the Articles of Association and subject to the requirements of relevant PRC
laws and regulations, our Company, upon the Listing of our H Shares, is eligible to enlarge its
share capital by issuing either new H Shares or new Unlisted Shares on the condition that such
proposed issuance shall be approved by a special resolution of Shareholders in general
meeting conducted in accordance with the provisions of the Articles of Association and that
such issuance complies with the Listing Rules and other relevant laws and regulations of Hong
Kong. To adopt a special resolution of Shareholders in general meeting, more than the two
thirds votes represented by the Shareholders (including proxies) present at the general meeting
must be exercised in favor of the resolution. See “— Ranking” in this section.
REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted
Shares of H-Share Listed Companies ( H΅͡ሗ “ஷ ”ˏ)
announced by the CSRC, the domestic shareholders of Unlisted Shares shall handle share
transfer registration business in accordance with the relevant business rules of the China
Securities Depository and Clearing Corporation Limited. Further, H-share companies should
submit the relevant status reports to the CSRC within 15 days after the transfer registration
with the China Securities Depository and Clearing Corporation Limited of the Unlisted
Shares involved in the application is completed.
SHAREHOLDERS’ APPROV AL FOR THE GLOBAL OFFERING
Approval from holders of the Shares is required for our Company to issue H Shares and
seek the listing of H Shares on the Stock Exchange. Our Company has obtained such approval
at the Shareholders’ general meeting held on May 15, 2025.
SHARE CAPITAL
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You should read the following discussion and analysis in conjunction with our
consolidated financial statements together with the accompanying notes as set forth in the
Accountants’ Report in Appendix I to this prospectus. Our consolidated financial statements
have been prepared in accordance with IFRS, which may differ in certain aspects from
generally accepted accounting principles in other jurisdictions. You should read the entire
Accountants’ Report and not merely rely on the information contained in this section.
The following discussion and analysis contains 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 prospectus,
including the sections headed “Risk Factors” and “Business.”
For purposes of this section, unless the context otherwise requires, references to 2023,
2024 and 2025 refer to our fiscal years ended December 31 of such years.
OVERVIEW
We are a provider of autonomous driving solutions specializing in driverless L4
technology in Greater China. We are currently focused on commercial vehicles in closed
scenarios especially at airports and factories, while our solutions are all-scenario, having been
applied to both open and closed scenarios featuring logistics, operation and mobility vehicles,
and encompassing autonomous driving levels from L2 to L4. In particular, our market share
among the L4 autonomous driving solutions market for commercial vehicles in closed
scenarios in terms of revenue in 2025 in Greater China is 3.1% according to Frost & Sullivan.
In 2023, 2024 and 2025, 99.6%, 98.6% and 99.0% of our revenue was generated from the
Chinese Mainland and Hong Kong. Our market position is underpinned by:
• ranking as No.1 L4 autonomous driving solutions provider for commercial
vehicles in both airport scenario and factory scenario in Greater China in terms
of revenue in 2025 with the respective market share of 90.5% and 31.7%,
dedicated to advancing our research and application across a wide range of
closed and open scenarios;
• being the only provider worldwide to have created L4 autonomous driving
solutions for airports in large-scale commercial operations, meeting the highest
international safety standards;
• offering cost-effective expansion across diverse application scenarios through
coverage of both passenger and commercial vehicles, leveraging our technology
foundation, industry data, know-how and a wide range of standardized
autonomous driving vehicles and kits covering a variety of application scenarios
we have developed;
• serving a blue-chip customer base, including 35 Fortune China and Global 500
companies, as a testament to the high recognition of our autonomous driving
solutions among leading and reputable enterprises across industries.
We experienced rapid growth during the Track Record Period. In 2023, 2024 and 2025,
we generated revenue from the provision of autonomous driving solutions and services of
RMB161.4 million, RMB265.5 million and RMB328.3 million, respectively.
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MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, materially
affected by a number of factors, including the following:
Our Ability to Innovate Our Autonomous Driving Technologies
The increases in our revenue in the Track Record Period demonstrated our ability to
expand into new application scenarios and acquire new customers in different fields. Our
financial performance is significantly dependent on our ability to maintain our leading
position which is further dependent on our continuous investments in research and
development. We invest significantly in the R&D of autonomous driving technology. We may
incur substantial, and potentially increasing, R&D expenses as part of our efforts to design,
develop, manufacture and optimize new solutions and services and enhance existing solutions
and services. We are focusing our R&D efforts across several key technologies, including AI,
cloud computing, and automation technologies.
We believe it is essential that we continue to upgrade and optimize our autonomous
driving solutions and services as we successfully implement our R&D roadmap. For details of
our core technologies, see “Business — Research and Development — Our Core
Technologies.” We may continue to invest in developing and upgrading our technology, and in
attracting and retaining key talent to strengthen our technological advantages and to support
our business growth and drive our overall long-term growth. If we fail to continue our
innovation, our market position and results of operations may be adversely affected.
Our Ability to Expand and Successfully Optimize the Portfolio of Our Solutions and Services
Our revenue grew significantly during the Track Record Period, primarily due to the
expansion of our solutions and services. Capitalizing on our self-developed multiple-scenario
autonomous driving operating platform, we generate revenue from the provision of: (i)
autonomous driving vehicle solutions; (ii) autonomous driving kit solutions; (iii) autonomous
driving software solutions; and (iv) autonomous driving vehicle leasing services. We price our
solutions and services considering a variety of factors, such as our cost of sales, the value of
our solutions and services to the customer, the scarcity of our solutions and services in the
market, the urgency and certainty of the delivery of our solutions and services, our delivery
capacity, competition in the market, the market’s willingness to pay, the overall market
condition, and competitors’ pricing strategies. Our solutions or services differ in pricing, raw
materials and cost structure, resulting in varying gross margins. As a result, the composition
of our solutions and services mix will affect our overall gross profit margin. As we expand the
sales of our various solutions and services and enhance our brand recognition, we are able to
develop and offer solutions and services with stronger capabilities, more functions and further
customization for various types of commercial vehicles. Going forward, we anticipate
improving economies of scale as we expand our operations, reducing costs and increasing
adoption of our solutions and services.
We believe that our increasingly diverse portfolio allows us to swiftly adapt to changing
market conditions and customer preferences. We have been optimizing our portfolio to
enhance our revenue and profitability.
Our Ability to Effectively Manage Our Costs and Expenses and Enhance Operating Efficiency
Our future profitability depends significantly on our ability to control costs and
operating expenses, which are affected by a number of factors, such as costs of components,
raw materials and other supplies, as well as our operational efficiency. We believe that as we
ramp up the sales of our solutions and services and utilize more standardized solutions in a
wide variety of scenarios, we will achieve economies of scale such that our costs and operating
expenses as a percentage of our total revenue will decrease. Additionally, we will also explore
different ways to collaborate with contract manufacturers in order to meet mass production
needs while controlling costs and capital expenditure. Our operating expenses, consisting of
R&D expenses, selling and marketing expenses and administrative expenses, decreased as a
percentage of revenue from 192.5% in 2023 to 126.5% in 2024 and further to 116.8% in 2025.
We are constantly improving our operating efficiency in various areas. For instance, we have
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streamlined the project management process to enhance our R&D efficiency and reduce the
time-to-market of solutions and services. Our sales and marketing team are well prepared to
identify and capture business opportunities based on customer demands, and are able to offer
precise suggestions for design and delivery of solutions and services, minimizing subsequent
changes.
Our Ability to Retain Our Existing Customers and Expand Our Customer Base
Our ability 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
autonomous driving solutions and services that address the needs of our customers at
competitive prices, the strength of our technologies and the effectiveness of our sales and
marketing efforts. Driven by the market growth and our competitive edge in the industry, the
number of our customers increased from 88 in 2023 to 100 in 2024 and further to 110 in 2025,
with many of whom we have well-established, long-term, mutually beneficial relationships. In
each of 2023, 2024 and 2025, our retention rate of key customers, being customers that have a
cumulative contribution to our revenue of more than RMB10 million in the Track Record
Period, was 75.0%, 75.0% and 66.7%, respectively. Such retention rate of key customers is
calculated by dividing the number of key customers contributing to our revenue in both the
current year and the previous year by the number of key customers contributing to our
revenue in the previous year. The key customer retention rate declined in 2025, primarily
because a customer that purchased autonomous driving kit solution in 2024 did not place new
orders in 2025 as they were developing new vehicle chassis which would require re-adaptation,
while two other customers that purchased autonomous driving software solutions maintain
stable operations and had no new customized service requirements in 2025. We have been
serving and collaborating with many high-profile customers, including HKIA, Singapore
Changi Airport, GAA Logistics, Tongwei, and a number of China leading new energy vehicles
companies, as well as a number of valued customers which are multinational or China leading
chemical companies and telecom companies. Furthermore, as we have been actively tapping
into overseas markets and generate revenue denominated in Hong Kong dollars and U.S.
dollars, fluctuations in foreign currency exchange rates may affect our financial performance.
We have formed a dedicated sales and marketing team that leads the formulation and
coordination of our marketing activities and promotion campaigns. Our sales and marketing
team members are equipped with knowledge and expertise about our solutions, services and
technologies, and are able to identify opportunities to collaborate with our existing and new
customers. As part of our efforts to attract new customers, we may lease our autonomous
vehicles to our potential customers to use for a period of time as a try-before-you-buy option.
In addition, we have a sales team that actively visits potential customers. We use a mix of
on-line channels for marketing and branding, including social media for customer
engagement and brand building, search engine optimization to increase visibility of our
official website, and an easy-to-use official website to drive inquiries. We also work with media
companies to promote our brand through advertising and press coverage, and actively
participate in industry events and exhibitions.
Based on our premium customer base and our sales and marketing initiatives, we believe
we are able to strengthen our brand and reputation and further expand our customer base.
General Conditions Affecting the Industries in which We Operate
Our business and operating results are also affected by general factors affecting the
autonomous driving industry, which include: (i) market demand for autonomous driving
solutions, vehicles, kits and services; (ii) the evolution and market acceptance of autonomous
driving technologies; (iii) the competitive landscape; and (iv) relevant laws and regulations,
and governmental policies and initiatives. Any change in any of these general industry
conditions may have a material impact on the demand for our solutions and services, and
materially affect our results of operations.
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BASIS OF PREP ARATION
Our historical financial information has been prepared in accordance with IFRS
Accounting Standards (which include all International Financial Reporting Standards,
International Accounting Standards (“ IASs ”) and Interpretations) as issued by the
International Accounting Standards Board. All IFRS Accounting Standards effective for the
accounting period commencing from January 1, 2025, together with the relevant transitional
provisions, have been early adopted by us in the preparation of the historical financial
information throughout the Track Record Period.
Our historical financial information has been prepared under the historical cost
convention, except for financial assets at fair value through profit or loss (“ FVTPL ”) and
equity investments designated at fair value through other comprehensive income which have
been measured at fair value.
For ordinary shares issued to pre-IPO investors, pursuant to the termination agreement
entered into between our Company and the pre-IPO Investors in relation to the termination of
certain of special rights granted by our Company, including redemption rights, liquidation
preferences and anti-dilution rights which had been immediately terminated and shall be void
ab initio as described in note 30 to this report, having taking into account the legal and
regulatory framework of our Company’s jurisdiction and the governing law of the
supplementary agreements, the Directors considered that it is appropriate to present the
pre-IPO Investments as equity throughout the Track Record Period. For the details of
financial impacts, see note 30 to the Accountants’ Report set out in Appendix I to this
prospectus.
MATERIAL ACCOUNTING POLICIES INFORMATION
We have identified various accounting policies that are material to the preparation of
our financial information, and the understanding of our financial condition and results of
operations. See Note 2.3 to the Accountants’ Report in Appendix I to this prospectus for
details regarding our accounting policies.
The preparation of our historical financial information in conformity with IFRS
Accounting Standards requires the use of certain critical accounting estimates. It also
requires our management to exercise its judgment in the process of applying our accounting
policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the historical financial information are disclosed
in Note 3 to the Accountants’ Report in Appendix I to this prospectus.
The following paragraphs discuss, among others, our critical accounting policies,
estimates and judgments applied in preparing our financial information:
Revenue recognition
Revenue from contracts with customers
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 our
Group expects to be entitled in exchange for those goods or services.
In determining whether our revenue should be reported gross or net is based on a
continuing assessment of various factors. When determining whether our Group is acting as
the principal or agent in offering goods or services to the customer, we need to first identify
who controls the specified goods or services before they are transferred to the customer. We
follow the accounting guidance for principal-agent considerations to assess whether our
Group controls the specified goods or services before they are transferred to the customer, the
indicators of which include but not limited to (a) whether the entity is primarily responsible
for fulfilling the promise to provide the specified service; (b) whether the entity has inventory
risk before the specified service has been transferred to a customer; and (c) whether the entity
has discretion in establishing the prices for the specified goods or service. Our management
considers the above factors in totality, as none of the factors individually are considered
presumptive or determinative, and applies judgment when assessing the indicators depending
on each different circumstances.
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At the inception of the contract, we assess the goods or services promised that have
been promised to the customer and identifies as a performance obligation when (a) a good or
service (or a bundle of goods or services) that is distinct; or (b) a series of distinct goods or
services that are substantially the same and that have the same pattern of transfer to the
customer.
We engage in provision of autonomous driving relevant solutions and services,
including autonomous driving vehicle solutions, autonomous driving kit solutions, and
autonomous driving software solutions.
Autonomous driving vehicle solutions
Revenue generated from the provision of autonomous driving vehicle solutions
primarily includes the provision of autonomous driving vehicle solutions, which is recognised
at the point in time when the performance obligation under the terms of a contract with the
customer is satisfied and control of the solutions has been transferred to the customer,
generally upon the acceptance of the solutions.
Meanwhile, some contracts of standardized vehicles generate following maintenance
services according to the demand of customers. For this maintenance services, it is transferred
over time and revenue is recognized over services period.
Autonomous driving kit solutions
Revenue generated from the sale of autonomous driving kit solutions, primarily
including the products of autonomous driving domain controllers and intelligent front
cameras, etc, is recognised at the point in time when the performance obligation under the
terms of a contract with the customer is satisfied and control of the product has been
transferred to the customer, generally upon acceptance of the products.
Autonomous driving software solutions
We provides autonomous driving software solutions to its customers. Revenue is
recognised when control over the customised software has been transferred to the customer.
The customers cannot receive and consume the benefits simultaneously from us as well as
control the customised software until the software is delivered to the customer.
An enforceable right to payment does not arise until the customised software is
transferred to the customer. Therefore, revenue is recognised at the point in time when the
customised software is passed to the customer and the verification from both parties has been
obtained.
Revenue from other sources
Autonomous driving vehicle leasing services is recognised on a time proportion basis
over the lease terms. Variable lease payments that do not depend on an index or a rate are
recognised as income in the accounting period in which they are incurred.
Other income
Interest income is recognized 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.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an
asset is required (other than inventories, contract assets, deferred tax assets and financial
assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the
higher of the asset’s or cash-generating unit’s (“ CGU”) 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
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inflows that are largely independent of those from other assets or groups of assets, in which
case the recoverable amount is determined for the CGU to which the asset belongs.
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
the consolidated statements of 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 reporting periods 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 the consolidated statements of
profit or loss in the period in which it arises.
The carrying amount of non-financial assets (including property, plant and equipment,
right-of-use assets and intangible assets) as of December 31, 2023, 2024 and 2025 is RMB70.1
million, RMB67.7 million and RMB58.8 million, respectively.
Property, plant and equipment primarily consist of machine equipment, electronic
equipment and leasehold improvements. The right-of-use assets mainly consist of office
buildings rental. Intangible assets primarily consist of office software. All of the long-term
assets mentioned above are used in the Group’s operation.
During the Track Record Period, management was of the view that although the Group
incurred losses throughout the Track Record Period, there was no impairment indicators
related to the non-financial assets (e.g. property, plant and equipment, right-of-use assets and
intangible assets). This view was based on the following considerations:
a) There was no observable indications that the assets’ value have declined during
the period significantly more than expected as a result of the passage of time or
normal use;
b) There were no significant changes with an adverse effect on the entity have taken
place during the period, or will take place in the near future, in the existing
technological, market, economic or legal environment in which the entity
operates or in the market to which an asset is dedicated;
c) There was no material deterioration in the operating environment of the industry
and although the Group was in loss during the Track Record Period, the loss
amount were decreased each year gradually; in addition, continuous losses are
mainly due to high R&D expenses, which are substantial because the technology
is still in the iteration and injection, excluding the R&D expenses, the Group had
net loss of RMB28.7 million and RMB15.1 million in 2023 and 2024, and net
profit of RMB3.5 million in 2025;
d) The market value for the Group is RMB7,300 million with refer to the latest
financing during the Track Record Period, which is much higher than the net
assets of the Group of the Track Record Period, i.e., RMB631.7 million,
RMB450.3 million and RMB267.6 million.
Based on the above analysis, no impairment testing has been performed and no
impairment has been made for the long-term assets during the Track Record Period.
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Judgements
In the process of applying our Group’s accounting policies, management has made the
following judgement, apart from those involving estimations, which have the most significant
effect on the amounts recognised in the historical financial information:
Research and development costs
Development expenses incurred on our Group’s products and services are capitalised
and deferred only when our Group can demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or sale, our Group’s intention to complete
and our Group’s ability to use or sell the asset, how the asset will generate future economic
benefits, the availability of resources to complete the pipeline and the ability to measure
reliably the expenditure during the development. Development expenses which do not meet
these criteria are expensed when incurred. Determining the amounts to be capitalised requires
management to make assumptions regarding the expected future cash generation of the assets,
discount rates to be applied and the expected period of benefits. During the Track Record
Period, all expenses incurred for research and development activities were expensed when
incurred.
We did not capitalize any research and development costs during the Track Record
Period. Due to the rapid technical updates in autonomous driving industry, the criteria set out
in IAS38.57(d), i.e., “how the asset will generate future economic benefits” as mentioned
above, is not immediately apparent because there are significant uncertainties in relation to
the successful completion of the project, estimated costs and future market conditions that
may call into question whether the expected future economic benefits can be deemed to be
probable. As autonomous driving technology is an emerging technology and has potential to
be applied in a wide range of different scenarios, the Group faces significant challenges and
uncertainty as to whether it can successfully develop and, more importantly, commercialize its
autonomous driving technology platform and autonomous driving vehicles, due to
expectations for better-than-human driving performance, considerable capital requirements,
long lead time in development, specialized skills and expertise requirements of personnel,
inconsistent and evolving regulatory frameworks, a need to build public trust and brand image
and real-world operation of an entirely new technology. While certain autonomous driving
scenarios are already in the early stages of commercialization and the Group started to
generate revenue since 2018, as the Group’s development activities moved on to cater for more
challenging and more complex scenarios, the level of uncertainties from the above sources
would remain high. As such, the Group cannot demonstrate these activities would generate
probable future economic benefits.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation
uncertainty at the end of each of the Track Record Period, 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 receivables
Our Group uses a provision matrix to calculate ECLs for trade receivables. The
provision rates are based on days past due for groupings of various customer segments that
have similar loss patterns (i.e., by customer type and rating).
The provision matrix is initially based on our Group’s historical observed default rates.
our 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 of
the Track Record Period, the historical observed default rates are updated and changes in the
forward-looking estimates are analysed.
FINANCIAL INFORMATION
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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. Our 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 our Group’s trade receivables
is disclosed in note 20 to Accountants’ Report in Appendix I to this prospectus.
Share-based payments
Our Group has set up a share compensation plan for the Company’s directors and
consultants, and our Group’s employees. Estimating the fair value of share-based payment
transactions requires the determination of the most appropriate valuation model, which
depends on the terms and conditions of the grant. This estimate also requires the
determination of the most appropriate inputs to the valuation model including the risk-free
interest rate, the volatility and exercise multiple and making assumptions about them.
For the measurement of the fair value of equity-settled transactions with employees at
the grant date, our Group uses a binomial model. The assumptions and models used for
estimating the fair value of share-based payment transactions are disclosed in note 32 to
Accountants’ Report in Appendix I to this prospectus.
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 our Group to determine the comparable public
companies (peers) and select the price multiple. In addition, our Group makes estimates about
the discount for illiquidity and size differences. our Group classifies the fair value of these
investments as Level 3. Further details are included in note 38 to Accountants’ Report in
Appendix I to this prospectus.
DESCRIPTION OF SELECTED ITEMS FROM CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
The following table sets forth a summary of our consolidated statements of profit or
loss, with line items in absolute amounts and as a percentage of our revenue for the years
indicated:
Year ended December 31,
2023 2024 2025
%o f %o f %o f
RMB’000 revenue RMB’000 revenue RMB’000 revenue
REVENUE 161,363 100.0 265,496 100.0 328,257 100.0
Cost of sales (82,546) (51.2) (149,489) (56.3) (160,380) (48.9)
Gross profit 78,817 48.8 116,007 43.7 167,877 51.1
Other income and gains 22,553 14.0 20,748 7.8 7,308 2.2
Selling and marketing expenses (68,721) (42.6) (76,110) (28.7) (83,349) (25.4)
Administrative expenses (57,440) (35.6) (63,254) (23.8) (66,415) (20.0)
Research and development expenses (184,396) (114.3) (196,447) (74.0) (233,690) (71.2)
Impairment loss of trade
receivables and contract assets,
net (572) (0.4) (7,550) (2.8) (16,966) (5.2)
Other expenses and losses (140) (0.1) (1,516) (0.6) (566) (0.2)
Finance costs (2,980) (1.8) (3,076) (1.2) (3,158) (1.0)
Share of loss of a joint venture (247) (0.1) (381) (0.1) (1,211) (0.4)
Loss before tax (213,126) (132.1) (211,579) (79.7) (230,170) (70.1)
LOSS FOR THE YEAR (213,126) (132.1) (211,579) (79.7) (230,170) (70.1)
FINANCIAL INFORMATION
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For details on the accounting treatment of redemption rights and liquidation
preference rights of Pre-IPO Investments, see “— Share Capital and Total Equity” below and
note 30 to the Accountants’ Report set out in Appendix I to this prospectus.
NON-IFRS MEASURE
In evaluating our business, we consider and use adjusted net loss, a non-IFRS financial
measure, to supplement the review and assessment of our operating performance. We believe
such non-IFRS measure facilitates comparisons of our operating performance from period to
period by eliminating the potential impact of certain items. We believe that the measure
provides useful information to investors in understanding and evaluating our consolidated
results of operations in the same manner as they help our management. The use of the
non-IFRS measure has limitations as an analytical tool, and you should not consider them in
isolation from, as a substitute for analysis of, or superior to, our results of operations or
financial conditions as reported under IFRS. In addition, the non-IFRS financial measure
may be defined differently from similar terms used by other companies, and may not be
comparable to other similarly titled measures used by other companies.
We define adjusted net loss (non-IFRS measure) as net loss adjusted by adding back
share-based compensation expenses and listing expenses. Share-based compensation expenses
mainly represent expenses incurred in connection with our Pre-IPO Incentive Schemes, which
is a non-cash item. Listing expenses are expenses related to the Global Offering. The following
table sets forth our adjusted net loss (non-IFRS measure) for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB’000)
Net loss for the year (213,126) (211,579) (230,170)
Add:
Share-based compensation expenses 32,566 41,707 49,945
Listing expenses – 8,980 11,328
Adjusted net loss (non-IFRS measure) (180,560) (160,892) (168,897)
Our net loss and adjusted net loss (non-IFRS measure) narrowed from RMB180.6
million in 2023 to RMB160.9 million in 2024, primarily attributable to the higher gross profits
of (i) autonomous driving software solutions, primarily attributable to an increase in the
revenue from autonomous driving software solutions resulting from an increase in average
contract value of our autonomous driving software solutions; and (ii) our autonomous
driving kit solutions, primarily attributable to an increase in the revenue from autonomous
driving kit solutions in relation to an increase in the number of customers and average
contract value.
Our net loss and adjusted net loss (non-IFRS measure) increased from RMB160.9
million in 2024 to RMB168.9 million in 2025, primarily due to the increase in our R&D
expenses.
FINANCIAL INFORMATION
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Revenue
Revenue by Business Lines
During the Track Record Period, we generated revenue from providing autonomous
driving solutions and services, which consisted of (i) autonomous driving vehicle solutions,
(ii) autonomous driving kit solutions, (iii) autonomous driving software solutions, and (iv)
autonomous driving vehicle leasing services. The table below sets forth a breakdown of our
revenue by business lines in absolute amounts and as a percentage of our revenue for the years
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Autonomous driving vehicle
solutions 96,301 59.7 146,623 55.2 195,171 59.5
Autonomous driving kit solutions 27,383 17.0 48,738 18.4 10,497 3.2
Autonomous driving software
solutions 34,428 21.3 67,462 25.4 121,318 37.0
Autonomous driving vehicle leasing
services 3,251 2.0 2,673 1.0 1,271 0.3
Total 161,363 100.0 265,496 100.0 328,257 100.0
Revenue by Geographical Locations
The following table sets forth a breakdown of our revenue by geographical location of
our customers in absolute amounts and as a percentage of our revenue for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000
%o f
revenue RMB’000
%o f
revenue RMB’000
%o f
revenue
The Chinese Mainland 92,086 57.1 208,856 78.7 310,148 94.5
Hong Kong 68,626 42.5 52,774 19.9 14,704 4.5
Others
(1) 651 0.4 3,866 1.4 3,405 1.0
Total 161,363 100.0 265,496 100.0 328,257 100.0
Note:
(1) Others mainly include the United Arab Emirates, Singapore and Qatar.
In 2023, 2024 and 2025, a majority of our revenue was generated from the Chinese
Mainland and Hong Kong, accounting for 99.6%, 98.6% and 99.0% of our total revenue,
respectively, as a result of an increase in customer acceptance attributable to customers’
deepened understanding of our autonomous driving solutions and services, along with the
enhanced maturity of our autonomous driving solutions and services and the evolving
autonomous driving industry in such region. We are making efforts to expand into new
overseas markets such as Singapore, and are in the testing process with airports in the Middle
East region such as Qatar. We recorded revenue generated from other regions of RMB0.7
million in 2023, RMB3.9 million in 2024 and RMB3.4 million in 2025, reflecting our efforts to
tap into new overseas markets, such as the Middle East region where we generated revenue
from autonomous driving vehicle solutions in 2023, and Singapore where we generated
revenue from providing Singapore Changi Airport with our autonomous driving vehicle
solutions in 2024 and 2025.
FINANCIAL INFORMATION
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L4 autonomous driving technology has been our business focus, and substantially all of
our total revenue during the Track Record Period was generated from solutions utilizing L4
technologies. We also provided certain L2 and L2+ autonomous driving kit and software
solutions to passenger car manufacturers for strategic reasons, that the testing data are
valuable for us to enhance our algorithms.
In terms of application scenarios, we have been focused on commercial vehicles in
closed scenarios especially at airports and factories. Such focus has been demonstrated by the
revenue contribution from solutions applied in such scenarios during the Track Record
Period. See “Business — Our Business and Revenue Models — Revenue.”
Cost of Sales
Our cost of sales primarily comprises (i) raw materials and consumables used, (ii)
employee benefit expenses, (iii) deployment expenses and (iv) warranty expenses. The
following table sets forth a breakdown by business lines in absolute amounts and as a
percentage of our total cost of sales for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Autonomous driving vehicle
solutions 62,872 76.1 114,856 76.9 134,954 84.2
Autonomous driving kit solutions 11,059 13.4 16,762 11.2 9,673 6.0
Autonomous driving software
solutions 5,431 6.6 15,458 10.3 14,903 9.3
Autonomous driving vehicle leasing
services 3,184 3.9 2,413 1.6 850 0.5
Total 82,546 100.0 149,489 100.0 160,380 100.0
The following table sets forth a breakdown by nature in absolute amounts and as a
percentage of our total cost of sales for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Raw materials and consumables used 49,066 59.4 106,267 71.1 120,311 75.1
Employee benefit expenses 22,887 27.7 20,656 13.8 21,524 13.4
Deployment expenses 9,997 12.1 14,272 9.5 14,446 9.0
Warranty expenses 255 0.3 8,059 5.4 3,864 2.4
Others 341 0.5 235 0.2 235 0.1
Total 82,546 100.0 149,489 100.0 160,380 100.0
Raw material and consumables used primarily consisted of (i) raw material and
consumables used for provision of our solutions and services, such as AI and other chips,
LiDAR, modules, GPU servers, and cameras, as well as customized vehicle bodies procured
from third-party vehicle manufacturers and (ii) inventory impairment. Employee benefit
expenses primarily consisted of wages, salaries and bonuses and pensions costs and housing
benefits. Deployment expenses primarily consisted of travel expenses, courier fees and
insurance fees. Warranty expenses primarily consisted of provisions for warranties primarily
relating to our autonomous driving vehicle solutions and autonomous driving kit solutions.
Our warranty expenses decreased from RMB8.1 million in 2024 to RMB3.9 million in 2025,
primarily because the actual utilization of warranty in 2025 was lower than the provision of
warranties as of December 31, 2024 resulting in the reversal of such difference in 2025. Others
primarily consisted of tax fees incurred.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales. Our gross profit margin
represents our gross profit divided by our revenue, expressed as a percentage. Our gross profits
and gross profit margins largely depend on the mix of our solutions and services. The table
below sets forth a breakdown of our gross profit and gross profit margin by business line for
the years indicated:
Year ended December 31,
2023 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
RMB’000 % RMB’000 % RMB’000 %
Autonomous driving vehicle
solutions 33,429 34.7 31,767 21.7 60,217 30.9
Autonomous driving kit solutions 16,324 59.6 31,976 65.6 825 7.9
Autonomous driving software
solutions 28,997 84.2 52,004 77.1 106,415 87.7
Autonomous driving vehicle leasing
services 67 2.1 260 9.7 420 33.0
Total 78,817 48.8 116,007 43.7 167,877 51.1
Other Income and Gains
Our other income consisted of interest income and government grants. Our other gains
primarily consisted of (i) foreign exchange differences, net, (ii) fair value gains on financial
assets at FVTPL, and (iii) gain on disposal of property, plant and equipment.
The following table sets forth a breakdown in absolute amounts and as a percentage of
our total other income and gains for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Other income
Interest income 13,571 60.2 9,993 48.2 4,193 57.5
Government grants 5,075 22.5 4,192 20.2 2,809 38.3
18,646 82.7 14,185 68.4 7,002 95.8
Gains
Foreign exchange differences, net 136 0.6 1,336 6.4 – –
Fair value gains on financial assets
at FVTPL 2,831 12.5 1,700 8.2 224 3.1
Gain on disposal of property,
plant and equipment 860 3.8 3,386 16.3 16 0.2
Others 80 0.4 141 0.7 66 0.9
3,907 17.3 6,563 31.6 306 4.2
Total 22,553 100.0 20,748 100.0 7,308 100.0
FINANCIAL INFORMATION
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Our interest income represent interest income from bank deposits. Our interest income
decreased in 2024 as compared with 2023 due to the interest rate reduction policy
implemented by the state-owned banks. It further decreased in 2025 mainly driven by the
decrease in the amount of our deposits and the decline in deposit interest rates.
Government grants mainly represent incentives received from local governments for the
purpose of compensation of research and development expenses, and local economic
contribution, and additional input value-added tax credit etc., which are subject to the
discretion of the relevant government authorities and non-recurring in nature. The
government grants decreased in the Track Record Period primarily due to the decrease of
number of incentive programs we applied for in 2024 and 2025. There are no unfulfilled
conditions or contingencies relating to these government grants.
We recorded foreign exchange differences, net of RMB0.1 million, RMB1.3 million and
nil in 2023, 2024 and 2025, respectively, primarily due to the volatility of the exchange rates,
when there were commercial transactions denominated in a currency that is not the functional
currency of the respective entity of our Group, primarily with respect to RMB vis-à-vis USD,
RMB vis-à-vis HKD, and RMB vis-à-vis SGD.
We recorded fair value gains on financial assets at FVTPL, representing the fair value
measurement of wealth management products we purchased from commercial banks in the
Chinese Mainland.
We recorded gains on disposal of property, plant and equipment, primarily in
connection with our disposal of our self-owned vehicles for testing purpose.
Selling and Marketing Expenses
Our selling and marketing expenses primarily consisted of (i) employee benefit
expenses, (ii) advertising expenses, (iii) marketing services and travelling expenses for the
business development and marketing department, and (iv) depreciation and amortization.
The table below sets forth a breakdown of our selling and marketing expenses, both in
absolute amounts and as a percentage of our selling and marketing expenses for the years
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses 45,063 65.6 55,880 73.4 62,143 74.6
Advertising expenses 3,699 5.4 2,055 2.7 2,525 3.0
Marketing services and travelling
expenses 13,515 19.7 10,717 14.1 10,342 12.4
Depreciation and amortization 2,099 3.1 2,390 3.1 3,175 3.8
Others
(1) 4,345 6.2 5,068 6.7 5,164 6.2
Total 68,721 100.0 76,110 100.0 83,349 100.0
Note:
(1) Others mainly include office rental fees, office consumables and training fees incurred for selling and
marketing staff and their activities.
Administrative Expenses
Our administrative expenses primarily consisted of (i) employee benefit expenses of our
management and administrative personnel, (ii) office and travelling expenses, (iii)
depreciation and amortization expenses, and (iv) professional service fees.
FINANCIAL INFORMATION
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The table below sets out a breakdown of our administrative expenses, both in absolute
amounts and as a percentage of our administrative expenses for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses 30,882 53.8 35,251 55.7 33,989 51.2
Office and travelling expenses 6,661 11.6 6,463 10.2 10,718 16.1
Depreciation and amortization
expenses 6,117 10.6 7,585 12.0 6,211 9.4
Professional service fees
(1) 11,512 20.0 12,241 19.4 15,287 23.0
Others (2) 2,268 4.0 1,714 2.7 210 0.3
Total 57,440 100.0 63,254 100.0 66,415 100.0
Notes:
(1) Professional service fees mainly include fees paid to third-party legal, consulting and other
professional service providers, including those relating to a pre-IPO investment incurred in 2023,
listing expenses relating to the Global Offering incurred in 2024 and 2025.
(2) Others mainly include courier fees, office consumables and training fees incurred for administrative
staff and their activities.
R&D Expenses
During the Track Record Period, our R&D expenses were incurred for our R&D
activities primarily in China in connection with our autonomous driving solutions and
services. R&D expenses primarily consisted of (i) employee benefit expenses of R&D staff, (ii)
office and travelling expenses of R&D staff, (iii) depreciation and amortization expenses, (iv)
network and IT expenses, and (v) professional service fees, comprising of technology and data
annotation service fee and patent fee. Our R&D expenses increased during the Track Record
Period, reflecting our significant investments in and commitment to R&D efforts to remain on
the forefront of technological development and continuing technological changes in the
autonomous driving industry. We did not capitalize R&D expenses during the Track Record
Period.
The table below sets forth a breakdown of R&D expenses, in absolute amounts and as a
percentage of our total R&D expenses for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Employee benefit expenses 150,424 81.6 140,566 71.6 123,237 52.7
Office and travelling expenses 4,386 2.4 4,297 2.2 4,608 2.0
Depreciation and amortization
expenses 14,335 7.8 13,737 7.0 10,970 4.7
Network and IT expenses 3,679 2.0 2,379 1.2 698 0.3
Professional service fees 11,165 6.1 34,453 17.5 92,904 39.8
Technology service fee
(1) 8,905 4.9 32,901 16.7 91,606 39.2
Patent fee (2) 2,260 1.2 1,552 0.8 1,298 0.6
Others 407 0.1 1,015 0.5 1,273 0.5
Total 184,396 100.0 196,447 100.0 233,690 100.0
Notes:
(1) Our technology service fees primarily consisted of computing power rental, data annotation and
surveying and mapping services.
FINANCIAL INFORMATION
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(2) We engaged third party agents to handle patent application procedures and hence incurred patent fees
in the Track Record Period. We consider it is more cost efficient to engage professional agents to
handle logistics in patent application procedures as the services can be flexibly purchased on demand
and the professional services can enhance application efficiency.
The employee benefit expenses under R&D expenses decreased in 2024 as compared
with 2023, primarily due to the temporary decrease of R&D staff as we streamlined the
organizational structure of our R&D department. The employee benefit expenses under R&D
expenses decreased in 2025 as compared with 2024, mainly owing to the decrease of our R&D
personnel subsequent to our disposal of Yuxing Zhejiang at the end of 2024.
The professional service fees under R&D expenses increased in 2024 as compared with
2023 primarily due to the increase of technology service fees as our demand for the relevant
services increased. The professional service fees under R&D expenses increased significantly
in 2025, primarily due to increase in purchase of computing power rental services for
iterations of technology platforms, and to a lessor extent, as we continued purchase of
surveying and mapping services from Yuxing Zhejiang which was no longer an intra-group
transaction after we lost control of this entity, while our demand for technology services also
increased.
Impairment Losses of Trade Receivables and Contract Assets, Net
Our impairment of trade receivables and contract assets, net, primarily consisted of
impairment losses on trade receivables, the fluctuation of which during the Track Record
Period was attributable to the changes in the balance of and the time to collect our trade
receivables. It increased in the Track Record Period primarily due to (i) the increase of the
balance of our trade receivables as a result of our business growth, and (ii) certain cities
scenario customers delayed settlement of outstanding payment in 2025. We are closely
communicating with these customers for the settlement.
Finance Costs
Our finance costs primarily consisted of interest expenses on bank loans and lease
payments. The following table sets forth a breakdown of our finance costs for the years
indicated:
Year ended December 31,
2023 2024 2025
RMB’000 % RMB’000 % RMB’000 %
Interest on bank loans 1,771 59.4 2,006 65.2 2,293 72.6
Interest on lease liabilities 1,209 40.6 1,070 34.8 865 27.4
Total 2,980 100.0 3,076 100.0 3,158 100.0
Share of Loss of a Joint V enture
Share of loss of a joint venture relates to our investment in a joint venture in which we
hold a 39% interest. We incorporated this joint venture in Hainan, namely Huneng UISEE
(Hainan) Intelligent Service Co., Ltd., with Hainan Huneng New Energy Vehicle Sales Co.,
Ltd. (ʮ̡ ), a major customer of us in 2024 which holds the
remaining 61% interest in the joint venture, to leverage the mature sales channels of our
partner. We sold our autonomous vehicle solutions to the joint venture, which subsequently
supplied such solutions to local customers during the Track Record Period. See Note 36 to the
Accountants’ Report in Appendix I to this prospectus for details of such related party
transactions. The fluctuation in share of loss of a joint venture were primarily due to the
changing operating and financial results of our joint venture.
FINANCIAL INFORMATION
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Income Tax Expense
We did not record any income tax expense during the Track Record Period. We are
subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of our Group are domiciled and operate. Our principal applicable taxes and
tax rates are as follows:
Hong Kong
Our subsidiary in Hong Kong, i.e. UISEE Hong Kong, is subject to Hong Kong profits
tax of which the tax rate was 16.5% since its set up in June 7, 2022 and when the two-tiered
profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the
first Hong Kong dollars 2 million and 16.5% for any assessable profits in excess. Since the
subsidiary did not have assessable profits during the Track Record Period, no Hong Kong
profits tax has been provided.
Singapore
Our subsidiary in Singapore is subject to Singapore profits tax of which the tax rate was
17%. No provision for Singapore profits tax has been made as we did not have any assessable
profits arising in Singapore during the Track Record Period.
PRC
Pursuant to the Corporate Income Tax Law of the PRC (the “ CIT Law ”) and the
respective regulations which our PRC subsidiaries are subject to, the applicable tax rate is
25%. We, as well as another two major subsidiaries of ours, were approved as a “High and
New Technology Enterprise” and entitled to a preferential income tax rate of 15% during the
Track Record Period. This qualification is subject to review by the relevant tax authority in
the PRC every three years. Certain subsidiaries were qualified as “small-scaled minimal profit
enterprises” and entitled to a preferential income tax rate of 5% during the Track Record
Period.
Based on Public Notice 2022 No. 28 issued by the State Tax Bureau of the PRC on
September 22, 2022, the enterprises originally eligible for an additional 75% deduction of
eligible R&D expenses can further enjoy an increased super deduction ratio of 100% from
October 1, 2022 to December 31, 2022 (i.e. the fourth quarter of 2022). Furthermore, based on
Public Notice 2023 No. 7 issued by the State Tax Bureau of the PRC on March 26, 2023, the
enterprises were eligible for a 100% deduction of eligible R&D expenses from January 1, 2023
to December 31, 2023. We have claimed such additional super deduction during the Track
Record Period.
No provision for PRC income tax has been made, as our PRC entities were all in loss
position and did not generate any estimated assessable profits during the Track Record
Period.
DISCUSSION OF RESULTS OF OPERATIONS
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
Our revenue increased by 23.6% from RMB265.5 million in 2024 to RMB328.3 million
in 2025 attributable to the significant growth in revenue of our autonomous driving vehicle
solutions and autonomous driving software solutions, which was partially offset by a decline
in revenue of our autonomous driving kit solutions.
Autonomous driving vehicle solutions : Revenue from the autonomous driving vehicle
solutions increased by 33.1% from RMB146.6 million in 2024 to RMB195.2 million in 2025,
primarily because (i) we delivered solutions amounting to approximately RMB58.8 million to
two new customers in the second half of 2025, and (ii) our customer base expanded.
Autonomous driving kit solutions : Revenue from the autonomous driving kit solutions
decreased significantly by 78.5% from RMB48.7 million in 2024 to RMB10.5 million in 2025,
FINANCIAL INFORMATION
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mainly because of the relatively low transaction value of the orders delivered in 2025. We
secured new orders for 30,000 autonomous driving kits in the second half of 2025, among
which approximately 7,800 kits were delivered within 2025. The number of kits we secured and
delivered in the second half of 2025 is significantly higher than that in 2023 and 2024, because
the customers in 2023 and 2024 are commercial vehicle manufacturers while we received such
new orders from a passenger car manufacturer which is believed to have larger demand on the
autonomous driving kits in view of its target customers.
Autonomous driving software solutions : Revenue from the autonomous driving software
solutions grew significantly by 79.8% from RMB67.5 million in 2024 to RMB121.3 million in
2025, primarily because customers ordered more complex software solutions resulting in
higher transaction value in 2025.
Autonomous driving vehicle leasing solutions : Revenue from the autonomous driving
software solutions decreased by 52.5% from RMB2.7 million in 2024 to RMB1.3 million 2025,
primarily because one major leasing customer decided to purchase our autonomous driving
vehicle solutions after leasing our vehicles with various L4 autonomous driving functions.
Cost of Sales
Our cost of sales increased by 7.3% from RMB149.5 million in 2024 to RMB160.4
million in 2025, primarily due to the increase in the cost of sales of our autonomous driving
vehicle solutions.
Gross Profit and Gross Profit Margin
Our gross profit increased significantly by 44.7% from RMB116.0 million in 2024 to
RMB167.9 million in 2025. Our gross profit margin increased from 43.7% in 2024 to 51.1% in
2025.
Autonomous driving vehicle solutions : The gross profit of our autonomous driving
vehicle solutions increased by 89.6% from RMB31.8 million in 2024 to RMB60.2 million in
2025, primarily attributable to an increase in the sales volume of our solutions and improved
gross profit margin. The gross profit margin increased from 21.7% in 2024 to 30.9% in 2025,
primarily because we incurred higher costs on certain projects of higher complexity but did
not raise our price for purpose of maintaining a good relationship with such key repeating
customer in airport sector in 2024, which did not happen in 2025.
Autonomous driving kit solutions : The gross profit of our autonomous driving kit
solutions decreased significantly from RMB32.0 million in 2024 to RMB825 thousand in
2025, primarily because we delivered a large number of kits for passenger cars with lower
gross profit margin in the second half of 2025. We have offered a relatively low price to such
customer as it is a new customer and has placed bulk orders for 30,000 kits, approximately
7,800 of which were delivered in 2025. For the same reason, the gross profit margin of our
sales of autonomous driving kit solutions decreased from 65.6% in 2024 to 7.9% in 2025.
Autonomous driving software solutions : The gross profit of our autonomous driving
software solutions increased by 104.6% from RMB52.0 million in 2024 to RMB106.4 million
in 2025, primarily attributable to an increase in the transaction value of our software
solutions as the solutions ordered are more complex. The gross profit margin of our sales of
autonomous driving software solutions increased from 77.1% in 2024 to 87.7% in 2025,
primarily due to an increase in the transaction value of our autonomous driving software
solutions which are more complex while we did not incur material development costs for such
software solutions benefiting from our scalable technologies.
Autonomous driving vehicle leasing solutions : The gross profit of our autonomous
driving vehicle leasing solutions increased from RMB0.3 million in 2024 to RMB0.4 million in
2025, primarily attributable to an increase in the gross profit generating from new leasing
contracts in 2025. The gross profit margin of our sales of autonomous driving vehicle leasing
solutions increased significantly from 9.7% in 2024 to 33.0% in 2025, primarily due to
increased leasing price under certain new short-term contracts entered into with our new
customers, as we typically charge a higher leasing price for short-term leases.
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Other Income and Gains
We recorded other income and gains of RMB20.7 million and RMB7.3 million in 2024
and 2025, respectively, primarily due to (i) a decrease of RMB5.8 million in interest income
and (ii) a decrease of RMB3.4 million in gains on disposal of property, plant and equipment
in relation to the disposal of vehicles previously used for testing purposes.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 9.5% from RMB76.1 million in 2024 to
RMB83.3 million in 2025, primarily attributable to the increase of share-based payments.
Administrative Expenses
Our administrative expenses increased by 5.0% from RMB63.3 million in 2024 to
RMB66.4 million in 2025, mainly driven by the listing expenses incurred and an increase of
share-based payments.
Research and Development Expenses
Our research and development expenses increased by 19.0% from RMB196.4 million in
2024 to RMB233.7 million in 2025, primarily due to the increase of technology service fees
and share-based payments.
Impairment Losses of Trade Receivables and Contract Assets, Net
We recorded an increased impairment losses of trade receivables and contract assets,
net, in 2025 as compared with 2024, primarily as a result of the increased balance of trade
receivables in 2025 as a result of our business growth and the delayed settlement by certain
cities scenario customers.
Finance Costs
Our finance costs increased by 2.7% from RMB3.1 million in 2024 to RMB3.2 million in
2025, primarily reflecting the normal fluctuations in interest on borrowing and lease
liabilities.
Share of Loss of a Joint V enture
Our share of loss of a joint venture increased significantly by 217.8% from RMB0.4
million in 2024 to RMB1.2 million in 2025, mainly as a result of the loss incurred by our joint
venture with respect to its investments in several unprofitable new projects.
Loss for the Period
As a result of the foregoing, we recorded loss for the period of RMB211.6 million and
RMB230.2 million in 2024 and 2025, respectively.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Our revenue increased by 64.5% from RMB161.4 million in 2023 to RMB265.5 million
in 2024.
Autonomous driving vehicle solutions . Our revenue generated from the autonomous
driving vehicle solutions increased by 52.3% from RMB96.3 million in 2023 to RMB146.6
million in 2024, primarily due to our business growth of autonomous driving vehicle solutions
in airport scenarios, especially revenue of RMB29.0 million derived from an airport in
Northwestern China, and our tapping into new application scenarios, especially revenue of
RMB15.3 million derived from two ports in China.
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Autonomous driving kit solutions . Our revenue generated from the autonomous driving
kit solutions increased by 78.0% from RMB27.4 million in 2023 to RMB48.7 million in 2024,
primarily due to the increase in the number of our autonomous driving kit solutions
customers from 22 in 2023 to 27 in 2024 as our business expanded into new application
scenarios, in particular, into mining logistics markets. In addition, some of our customers
purchased more solutions in 2024 as compared with 2023.
Autonomous driving software solutions . Our revenue generated from autonomous
driving software solutions significantly increased by 96.0% from RMB34.4 million in 2023 to
RMB67.5 million in 2024, primarily due to an increase in average contract value of our
autonomous driving software solutions.
Autonomous driving vehicle leasing services . Our revenue generated from autonomous
driving vehicle leasing services decreased by 17.8% from RMB3.3 million in 2023 to RMB2.7
million in 2024, primarily because some of our customers decided to purchase our
autonomous driving vehicle solutions after leasing our vehicles with various L4 autonomous
driving functions. The number of customers for our autonomous driving vehicle leasing
services decreased from nine in 2023 to seven in 2024.
Cost of Sales
Our cost of sales increased by 81.1% from RMB82.5 million in 2023 to RMB149.5
million in 2024 as our business expanded. The increase in cost of sales of our different
solutions and services may not be in line with the corresponding revenue growth, which
resulted in changes in gross profit and gross profit margin relating to a specific type of
solutions or services. See “— Discussion of Results of Operations — Y ear Ended December
31, 2024 Compared to Y ear Ended December 31, 2023 — Gross Profit and Gross Profit
Margin.”
Gross Profit and Gross Profit Margin
Our gross profit increased by 47.2% from RMB78.8 million in 2023 to RMB116.0
million in 2024. Our gross profit margin decreased from 48.8% in 2023 to 43.7% in 2024.
Autonomous driving vehicle solutions . The gross profit of our autonomous driving
vehicle solutions decreased from RMB33.4 million in 2023 to RMB31.8 million in 2024. The
gross profit margin of our sales of autonomous driving vehicle solutions decreased from
34.7% in 2023 to 21.7% in 2024. Such decrease in gross profit and gross profit margin was
primarily due to (i) extra costs relating to the specific requirements raised by certain
important customers to whom we intended to offer a relatively low price, including an airport
project in Northwestern China, as we believe they may significantly increase their
procurement volumes after we demonstrated robust solution delivery capabilities, and (ii) the
cost of raw materials relating to our solutions provided to two ports in China were relatively
higher.
Autonomous driving kit solutions . The gross profit of our autonomous driving kit
solutions increased from RMB16.3 million in 2023 to RMB32.0 million in 2024, primarily due
to an increase in the revenue from autonomous driving kit solutions in relation to an increase
in the number of customers and average contract value. The gross profit margin of our sales of
autonomous driving kits increased from 59.6% in 2023 to 65.6% in 2024, primarily due to our
increased sales volume to existing customers, as well as offering of solutions in the mining
logistics industry which contributed to a relatively higher gross profit margin.
Autonomous driving software solutions . The gross profit of our autonomous driving
software solutions increased from RMB29.0 million in 2023 to RMB52.0 million in 2024,
primarily due to an increase in the revenue from autonomous driving software solutions. The
gross profit margin of our autonomous driving software solutions decreased from 84.2% in
2023 to 77.1% in 2024, primarily due to the specific requirements, such as the development of
new functions, raised by certain customers to whom we intended to offer a relatively low price,
considering the possibility of repeating purchase from such customers.
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Autonomous driving vehicle leasing services . The gross profit of our autonomous driving
vehicle leasing services slightly increased from RMB67 thousand in 2023 to RMB0.3 million
in 2024, and the gross profit margin of our autonomous driving vehicle leasing services
increased from 2.1% in 2023 to 9.7% in 2024, primarily because one customer contributing to
low gross profit margin in 2023, being a renowned electric car manufacturer in China, started
to purchase our autonomous driving vehicle solutions instead of autonomous driving vehicle
leasing services.
Other Income and Gains
We recorded other income and gains of RMB22.6 million in 2023, as compared to other
income and gains of RMB20.7 million in 2024, primarily due to a decrease in the interest
income, partially offset by an increase in gains on disposal of property, plant and equipment,
in relation to gains on disposal of vehicles previously used for testing purposes.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 10.8% from RMB68.7 million in 2023
to RMB76.1 million in 2024, primarily due to an increase of RMB10.8 million in employee
benefit expenses attributable to the increase in labor resources allocated to increased selling
and marketing activities. Our revenue growth in 2024, being 64.5%, significantly outpaced the
increase in our selling and marketing expenses, demonstrating the efficiency of our customer
retention and acquisition strategies.
Administrative Expenses
Our administrative expenses increased by 10.3% from RMB57.4 million in 2023 to
RMB63.3 million in 2024, primarily due to an increase in the number of our administrative
staff.
R&D Expenses
Our R&D expenses increased slightly from RMB184.4 million in 2023 to RMB196.4
million in 2024 due to fees paid to third-party service providers in connection with our
increased patent applications and computing power rental.
Impairment of Trade Receivables and Contract Assets, Net
Our impairment of trade receivables and contract assets, net increased from RMB0.6
million in 2023 to RMB7.6 million in 2024, primarily attributable to our increased trade
receivables driven by our revenue increase in 2024.
Finance Costs
Our finance costs remained relatively stable at RMB3.0 million in 2023 and RMB3.1
million in 2024.
Share of Loss of a Joint V enture
Our share of loss of a joint venture increased by 100.0% from RMB0.2 million in 2023
to RMB0.4 million in 2024, primarily due to the loss incurred by our joint venture in
connection with its investment in new projects that hadn’t become profitable at the early stage.
Loss for the Year
As the result of the abovementioned factors, our net loss decreased from RMB213.1
million in 2023 to RMB211.6 million in 2024.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows
for the years indicated:
Year ended December 31,
2023 2024 2025
RMB’000
Net cash flows used in operating activities (119,948) (208,503) (173,867)
Net cash flows from/(used in) investing
activities (57,363) 24,264 17,417
Net cash flows from/(used in) financing
activities 326,772 (8,302) 46,804
Net (decrease)/increase in cash and cash
equivalents 149,461 (192,541) (109,646)
Cash and cash equivalents at beginning of
year 263,423 412,968 221,733
Effect of foreign exchange rate changes, net 84 1,306 1,262
Cash and cash equivalents at end of year 412,968 221,733 113,349
Net cash flows used in operating activities
Our net cash flows used in operating activities was RMB173.9 million in 2025, which
was primarily attributable to our loss before tax of RMB230.2 million, as adjusted by (i)
non-cash and non-operating items, which comprised primarily of share-based payment
expense of RMB49.9 million, impairment of trade receivables of RMB16.9 million and
depreciation of property, plant and equipment of RMB13.4 million, and (ii) changes in
working capital, which comprised primarily of (a) an increase in trade and bills receivables of
RMB90.7 million; (b) an increase in trade and bills payables of RMB62.3 million; (c) an
increase in other payables and accruals of RMB28.2 million.
Our net cash flows used in operating activities was RMB208.5 million in 2024, which
was primarily attributable to our loss before tax of RMB211.6 million, as adjusted by (i)
non-cash and non-operating items, which primarily comprised share-based payment expense
of RMB41.7 million, depreciation of property, plant and equipment of RMB19.6 million, and
interest income of RMB10.0 million, and (ii) changes in working capital, which primarily
comprised (a) an increase in trade and bills receivables of RMB110.8 million, in line with our
business growth, (b) a decrease in inventories of RMB22.7 million, primarily due to our
improved inventory management, (c) an increase in other payables and accruals of RMB15.7
million, due to the increase in our provision of warranties in line with our business growth,
and (d) an increase in trade and bills payables of RMB8.2 million, in line with our business
growth.
Our net cash flows used in operating activities was RMB119.9 million in 2023, which
was primarily attributable to our loss before tax of RMB213.1 million, as adjusted by (i)
non-cash and non-operating items, which primarily comprised share-based payment expense
of RMB32.6 million, depreciation of property, plant and equipment of RMB17.0 million, and
interest income of RMB13.6 million, and (ii) changes in working capital, which primarily
comprised (a) an increase in trade and bills payables of RMB35.7 million due to our business
growth, (b) an increase in other payables and accruals of RMB11.7 million due to increases in
other tax payables and other payables in line with our business growth, (c) an increase in trade
and bills receivables of RMB20.0 million, in line with our overall revenue growth in all
business lines, and (d) a decrease in prepayments, other receivables and other assets of
RMB9.4 million due to our improved bargaining power with suppliers.
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We plan to improve our net operating cash outflow position primarily by taking
measures to further drive revenue growth. For example, we will actively conduct marketing
and business development activities in China and overseas, to engage new customers based on
our existing premium customer base. In addition, we will actively negotiate favorable payment
terms with our customers. Furthermore, we plan to maintain and improve our customer
retention rate and increase upselling to our existing customers by continuing delivery of high
quality autonomous driving solutions and services. We believe the growing customer base and
increased purchase per customer will boost sales and generate more cash inflow. In addition,
to better manage our working capital, we will also continue to implement our credit risk
management measures, including (a) performing credit history checks to minimize our credit
and collection risk; (b) setting baseline collection targets to ensure our trade receivable
recovery is benchmarked and monitored as a way to stabilize our operational cash inflow; (c)
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 (d) 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 from/(used in) investing activities
Our net cash flows from investing activities was RMB17.4 million in 2025, primarily
attributable to (i) proceeds from the disposal of financial assets measured at FVTPL of
RMB40.6 million, partially offset by (i) purchases of financial assets measured at FVTPL of
RMB15.0 million.
Our net cash flows from investing activities was RMB24.3 million in 2024, which was
primarily due to (i) proceeds from disposal of financial assets at FVTPL of RMB338.8
million, (ii) proceeds from disposal of property, plant and equipment of RMB5.7 million,
partially offset by (i) purchases of financial assets at FVTPL of RMB282.2 million, and (ii)
purchases of property, plant and equipment of RMB37.7 million.
Our net cash flows used in investing activities was RMB57.4 million in 2023, which was
primarily due to (i) purchases of financial assets at FVTPL of RMB50.0 million and (ii)
purchases of property, plant and equipment of RMB29.8 million, partially offset by proceeds
from disposal of financial assets at FVTPL of RMB21.5 million.
Net cash flows from/(used in) financing activities
In 2025, our net cash flows from financing activities was RMB46.8 million, primarily
attributable to (i) new bank loans of RMB104.2 million, partially offset by (i) repayment of
bank loans of RMB48.4 million and (ii) principal and interest portion of lease payments of
RMB6.7 million.
In 2024, our net cash flows used in financing activities was RMB8.3 million, which was
primarily due to (i) repayment of bank loans of RMB77.9 million, (ii) principal and interest
portion of lease payments of RMB6.8 million, and (iii) interest paid of RMB2.0 million,
partially offset by (i) new bank loans of RMB78.2 million, and (ii) capital contribution from
shareholders of RMB0.2 million.
In 2023, our net cash flows from financing activities was RMB326.8 million, which was
primarily due to (i) capital contribution from shareholders of RMB300.0 million, and (ii) new
bank loans of RMB73.0 million, partially offset by (i) repayment of bank loans of RMB38.4
million, (ii) the principal and interest portion of lease payments of RMB6.0 million, and (iii)
interest paid on bank borrowings of RMB1.9 million.
Long cash conversion cycle and cashflow mismatch
During the Track Record Period, we noted that it took us long time to turn inventories
into cash in our operation which may result in cashflow mismatch. Our inventory turnover
days were 302.1 days, 138.6 days and 119.2 days, respectively, in 2023, 2024 and 2025; our
trade and bills receivables turnover days were 295.1 days, 263.6 days and 310.8 days,
respectively, in 2023, 2024 and 2025; while our trade and bills payables turnover days were
125.2 days, 122.7 days and 194.6 days, respectively, in 2023, 2024 and 2025.
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Going forward, we will (i) continue to adhere to our current inventory management
measures, and expect to further improve our inventory management by prioritizing the
utilization of existing inventories and closely monitoring the market price of key raw
materials to facilitate a more efficient procurement plan; and (ii) prudently review the
recoverability of trade receivables and long-aged trade receivables and strive to negotiate
more favorable credit terms when entering into new contracts with customers. See “—
Description of Certain Items of Consolidated Statement of Financial Position —
Inventories”, and “— Description of Certain Items of Consolidated Statement of Financial
Position — Trade and Bills Receivables.”
Cash operating costs
The following table sets forth key information relating to our cash operating costs for
the years indicated:
For the year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Workforce employment (1) 221,953 219,396 178,416
R&D costs (2) 21,117 42,243 110,679
Direct service and production costs,
including materials (3) 4,784 109,848 68,693
Service/solution marketing (4) 21,354 19,170 17,208
Non-income taxes and other charges 342 236 235
Total 269,550 390,893 375,231
Notes:
(1) Cash operating costs relating to workforce employment represent the sum of employee benefit
expenses under R&D expenses, general and administrative expenses, cost of sales and selling and
marketing expenses (excluding share-based compensation which is non-cash in nature), adjusted for
changes in working capital relating to employee benefit expenses as of previous and current year end
under the above operating expenses.
(2) R&D costs under cash operating costs represent R&D expenses (excluding employee benefit 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.
(3) Cash operating costs relating to direct service and production costs, including materials represent cost
of sales (excluding employee benefit expenses and non-cash items under cost of sales), adjusted for
changes in working capital relating to cost of sales as of previous and current year end.
(4) Cash operating costs relating to marketing represent selling and marketing expenses (excluding
employee benefit expenses and 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.
(5) Non cash items represent the depreciation of property, plant and equipment, right-of-use assets,
amortisation of long-term deferred expense and intangible assets as well as provision/(reversal of
provision) for inventories.
We will implement a sustainable growth strategy and do not foresee material increase to
the level of cash operating cost in the next three years as we do not expect any material change
in our business model, business focus in terms of revenue contribution by business lines/user
industry/application scenario, or cost structure. See “Business — Path to Profitability”. Such
estimation has been made based on our reasonable estimate and belief as of the Latest
Practicable Date and various assumptions, many of which are beyond our control, including
but not limited to the following assumptions: (i) there will be no material delays or obstacles
to our business plan and development strategies; (ii) we will be able to deliver our solutions
and services in the manner and quality anticipated; (iii) we will be able to fulfill the
contractual undertakings relating to our solutions and services and ensure they are performed
in accordance with the relevant contractual terms; (iv) our counterparties will perform their
obligations in accordance with the relevant contractual terms; (v) our customers’ own
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financial and operational performance will not experience any material adverse changes; (vi)
our operations and our business relationships with major customers and suppliers will not be
materially affected; (vii) there will be no regulatory regime undermining our business; (viii)
there will be no material changes in the conditions under which we operate; (ix) there will be
no other material adverse effect that would undermine our business and financial
performance; (x) our business and financial performance will grow generally as we
anticipated; and (xi) there will be no occurrence of any event as disclosed in “Risk Factors.”
DESCRIPTION OF CERTAIN ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
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,
2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipment 32,703 36,113 27,968
Right-of-use assets 24,583 21,137 16,209
Intangible assets 12,809 10,414 14,578
Investment in a joint venture 717 – –
Equity investments designated at fair value
through other comprehensive income 55,300 37,600 35,200
Prepayments, other receivables and other
assets 1,700 2,048 10,033
Contract asset – – 1,674
Total non-current assets 127,812 107,312 105,662
Non-current liabilities
Lease liabilities 20,103 17,508 11,375
Interest-bearing bank loans – 9,900 –
Other payables and accruals 5,000 – –
Deferred tax liabilities 795 – –
Total non-current liabilities 25,898 27,408 11,375
Property, plant and equipment
Our property, plant and equipment primarily consisted of (i) machinery equipment for
transportation, testing and office purposes, (ii) electronic equipment and others mainly for
R&D purpose, and (iii) leasehold improvements to our offices. The following table sets forth
the net carrying amount of our property, plant and equipment as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Machinery equipment 27,492 21,030 16,655
Electronic equipment and others 2,625 13,140 10,097
Leasehold improvements 2,586 1,943 1,216
Total 32,703 36,113 27,968
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Our property, plant and equipment increased by RMB3.4 million from RMB32.7
million as of December 31, 2023 to RMB36.1 million as of December 31, 2024, primarily due
to an increase of RMB10.5 million in electronic equipment and others in relation to the newly
added purchase of servers to support our business growth, partially offset by (i) a decrease of
RMB6.5 million in machinery equipment and (ii) a decrease of RMB0.6 million in leasehold
improvements. Our property, plant and equipment decreased to RMB28.0 million as of
December 31, 2025, primarily due to (i) a decrease of RMB4.4 million in machinery
equipment and (ii) a decrease of RMB3.0 million in electronic equipment and others.
Right-of-use assets
Our right-of-use assets primarily consisted of our leased offices. Our right-of-use assets
decreased by RMB3.5 million from RMB24.6 million as of December 31, 2023 to RMB21.1
million as of December 31, 2024, primarily due to an increase in accumulated depreciation of
our leased offices. Our right-of-use assets decreased to RMB16.2 million as of December 31,
2025, primarily driven by an increase in accumulated depreciation of our leased offices.
Equity investments designated at fair value through other comprehensive income
Our equity investments designated at fair value through other comprehensive income
were primarily in relation to our equity investment in an unlisted enterprise specializing in the
design, R&D, manufacturing and sales of modernized agricultural equipment. Our equity
investments designated at fair value through other comprehensive income decreased by
RMB17.7 million from RMB55.3 million as of December 31, 2023 to RMB37.6 million as of
December 31, 2024, primarily due to a decrease in the valuation of our investee in relation to
its decrease in revenue. Our equity investments designated at fair value through other
comprehensive income decreased to RMB35.2 million as of December 31, 2025, reflecting a
decrease in the valuation of our investee in relation to its decrease in revenue.
The fair values of unlisted equity investments 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
and listing status, and to calculate an appropriate price multiple, such as price to sales
multiple, for each comparable company identified. The multiple is calculated by dividing the
enterprise value of the comparable company by the sales amount. The multiple is then
discounted for considerations such as illiquidity. Our Directors believe that the estimated fair
values resulting from the valuation technique, which are recorded in the consolidated
statements of financial position, and the related changes in fair values, which are recorded in
other comprehensive income, are reasonable, and are the most appropriate values. See Note 38
to the Accountants’ Report in Appendix I to this prospectus for details.
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Net Current Assets
The following table sets forth our net current assets of the consolidated statements of
financial position as of the respective dates indicated:
As of December 31,
As of
March 31,
20262023 2024 2025
RMB’000 RMB’000
(unaudited)
Current assets
Inventories 68,870 44,646 60,090 72,358
Trade and bills receivables 140,222 243,319 315,515 286,416
Contract assets 6,740 13,231 9,551 9,131
Prepayments, other receivables and other
assets 7,558 9,959 22,700 21,251
Financial assets at FVTPL 81,968 27,124 1,710 1,717
Restricted cash 356 458 1,212 1,695
Cash and cash equivalents 412,968 221,733 113,349 107,265
Total current assets 718,682 560,470 524,127 499,833
Current liabilities
Trade and bills payables 46,179 54,334 116,654 117,736
Other payables and accruals 65,329 67,884 95,791 88,612
Contract liabilities 3,923 4,660 8,675 7,541
Interest-bearing bank loans 68,039 58,461 124,200 150,081
Lease liabilities 5,465 4,746 5,491 5,409
Total current liabilities 188,935 190,085 350,811 369,379
Net current assets 529,747 370,385 173,316 130,454
For details on the accounting treatment of redemption rights and liquidation
preference rights of pre-IPO investments, see “Share Capital and Total Equity” below and
note 30 to the Accountants’ Report set out in Appendix I to this prospectus.
Our net current assets decreased from RMB173.3 million as of December 31, 2025 to
RMB130.5 million as of March 31, 2026. Our total current assets decreased from RMB524.1
million as of December 31, 2025 to RMB499.8 million as of March 31, 2026, primarily due to
a decrease in trade and bills receivables of RMB29.1 million, partially offset by an increase in
inventories of RMB12.3 million. Our total current liabilities increased from RMB350.8
million as of December 31, 2025 to RMB369.4 million as of March 31, 2026, primarily due to
an increase in interest-bearing bank loans of RMB25.9 million, partially offset by an decrease
in other payables and accruals of RMB7.2 million.
Our net current asset decreased from RMB370.4 million as of December 31, 2024 to
RMB173.3 million as of December 31, 2025. Our total current assets decreased by RMB36.4
million from RMB560.5 million as of December 31, 2024 to RMB524.1 million as of
December 31, 2025, primarily due to (i) a decrease in financial assets measured at FVTPL of
RMB25.4 million and (ii) an increase in trade and bills receivables of RMB72.2 million. Our
total current liabilities increased by RMB160.7 million from RMB190.1 million as of
December 31, 2024 to RMB350.8 million as of December 31, 2025, primarily due to (i) an
increase in interest-bearing bank loans of RMB65.7 million and (ii) an increase in contract
liabilities of RMB4.0 million.
Our net current assets decreased from RMB529.7 million as of December 31, 2023 to
RMB370.4 million as of December 31, 2024. Our total current assets decreased by RMB158.2
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million from RMB718.7 million as of December 31, 2023 to RMB560.5 million as of
December 31, 2024, primarily due to (i) a decrease in cash and cash equivalents of RMB191.2
million, (ii) a decrease in financial assets at FVTPL of RMB54.8 million, and (iii) a decrease
in inventories of RMB24.2 million, partially offset by an increase in trade and bills receivables
of RMB103.1 million. Our total current liabilities increased by RMB1.2 million from
RMB188.9 million as of December 31, 2023 to RMB190.1 million as of December 31, 2024,
primarily due to a decrease in interest-bearing bank loans of RMB9.6 million, partially offset
by (i) an increase in other payables and accruals of RMB2.6 million, and (ii) an increase in
trade and bills payables of RMB8.2 million.
Inventories
Our inventories represent the sum of raw materials, work in process and finished goods,
net of impairment. The following table sets forth our inventories, as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000
Raw materials 22,234 17,872 22,322
Work in progress 13,375 6,100 16,427
Finished goods 34,467 22,098 24,030
70,076 46,070 62,779
Less: Impairment (1,206) (1,424) (2,689)
Total 68,870 44,646 60,090
Our inventories decreased in 2024, primarily because we expedited manufacturing and
delivery in 2024. Our inventories increased in 2025, primarily due to the advanced stockpiling
of vehicles in response to the expected sales in 2026 and certain projects were yet to be
accepted due to relatively long implementation period and thus recorded as work in progress.
The following table sets forth our inventory turnover days for the years indicated:
Year ended December 31,
2023 2024 2025
Inventory turnover days
(1) 302.1 138.6 119.2
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories for a year divided by cost of sales for the relevant year and multiplied by 365 days.
The following table sets forth an aging analysis of our inventories as of the dates
indicated, based on the dates of acquisition of control of the inventories.
As of December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year 50,851 27,163 35,387
1 to 2 years 14,924 8,210 12,820
2 to 3 years 3,003 7,756 7,329
Over 3 years 92 1,517 4,554
68,870 44,646 60,090
FINANCIAL INFORMATION
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During the Track Record Period, our inventory turnover days were relatively high as a
result of a few factors. The process of raw materials procurement, production and product
delivery (including the customers’ inspection and acceptance) usually take several months.
Furthermore, some of our customers usually go through lengthy internal procedures
including inspection and familiarization with our solutions before confirming acceptance,
generally due to the novelty of our solutions. But we expect our inventory turnover days will
be improved in the future as more of our customers repeat purchases. Our inventory turnover
days decreased from 302.1 days in 2023 to 138.6 days in 2024 and further to 119.2 days in
2025, primarily due to our improved inventory management and increased order volume
which expedited the consumption of our inventories.
We believe that it does not encounter significant inventory recoverability issues as: (a)
we has adopted effective inventory management measures primarily including the
implementation of “first-in, first-out” method, making procurement plan based on definite
and binding delivery schedules under orders or sales agreements; and (b) our inventories
generally have no expiration date and earlier types of raw materials will be utilized during the
maintenance of earlier models sold. The inventory turnover days decreased throughout the
Track Record Period as a result of the above management measures. Going forward, we will
continue to adhere to our current inventory management measures, and expect to further
improve our inventory management by prioritizing the utilization of existing inventories and
closely monitoring the market price of key raw materials to facilitate a more efficient
procurement plan. Moreover, during the Track Record Period, we did not encounter material
fluctuations of our solutions and recorded a relatively high gross profit margin (generally
higher than 40%), i.e. we did not encounter situations where the selling price cannot cover the
relevant costs which will lead to an impairment of inventories. In accordance with IAS 2,
inventories are stated at the lower of cost and net realizable value (“ NRV”). NR V is the
estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale. Our management performed
NR V tests at the end of each Track Record Period. When estimating NR V , we consider the
following: (a) the most reliable evidence available at the time the estimates are made; (b)
fluctuation of price or cost directly relating to events occurring after the end of the period to
the extent that such events confirm the conditions existing at the end of the period; and (c) the
purpose for which the inventory is held.
Based on the above considerations, as of December 31, 2023, 2024 and 2025, the write
down provision of inventory was RMB1.2 million, RMB1.4 million and RMB2.7 million,
respectively, representing 1.7%, 3.1% and 4.3% of the gross amounts of inventories before
impairment. Our management believes that sufficient provision has been made at the end of
each of the reporting periods.
As of March 31, 2026, RMB16.9 million, or 28.1% of our inventories as of December
31, 2025, had been consumed or sold subsequent to December 31, 2025.
Trade and Bills Receivables
Our trade and bills receivables primarily represent amounts due from customers for our
autonomous driving solutions and services provided in the ordinary course of business. The
credit period given to our customers ranged generally from 30 to 180 days from the date of
invoice; in certain cases, we may grant a longer credit term on a case-by-case basis. The
following table sets forth our trade and bills receivables as of the dates indicated:
As of December 31,
2023 2024 2025
RMB’000
Trade receivables 148,396 254,500 342,439
Bills receivable 1,472 3,580 4,171
Impairment (9,646) (14,761) (31,095)
Total 140,222 243,319 315,515
FINANCIAL INFORMATION
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Our trade and bills receivables increased from RMB140.2 million as of December 31,
2023 to RMB243.3 million as of December 31, 2024, and further to RMB315.5 million as of
December 31, 2025, generally in line with our overall revenue growth, and due to delayed
settlement by certain cities scenario customers. Taking into account the customers’ historical
credit record and financial performance, while we had been actively communicating with them
for the trade and bills receivables collection, we did not observe significant risk regarding the
recoverability of such amounts and did not make specific loss provision.
We perform an impairment analysis at the end of each of Track Record Period to
measure the expected credit losses for our trade and bills receivables and assess our credit risk
exposure. We calculated the provision rates based on the aging for groupings of various
customer segments with similar loss. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is
available at the end of each of the Track Record Period about past events, current conditions
and forecasts of future economic conditions. In addition, when there exists an indicator of
significant different in credit risk in relation to a particular debtor, an impairment analysis is
performed in respect of the corresponding outstanding receivable balance on an individual
debtor basis.
Based on the above considerations, as of December 31, 2023, 2024 and 2025, we
recorded loss allowance for impairment of trade and bills receivables of the provision of
account receivables of RMB9.6 million, RMB14.8 million and RMB31.1 million, respectively,
representing 6.4%, 5.7% and 9.0% of the gross amount of trade and bills receivables before
impairment. Our management believes that adequate provision has been made at the end of
each of the Track Record Period.
As of March 31, 2026, approximately RMB73.1 million of our trade and bills
receivables (or approximately 23.2% of our trade and bills receivables as of December 31,
2025) had been subsequently settled. Therefore, we are not aware of significant recoverability
issue for trade and bills receivables.
The following table sets forth our trade and bills receivables turnover days for the years
indicated:
Year ended December 31,
2023 2024 2025
Trade and bills receivables
turnover days
(1) 295.1 263.6 310.8
Note:
(1) Trade and bills receivables turnover days are calculated using the average of opening balance and
closing balance of trade and bills receivables for a year divided by revenue for the relevant
year/annualized revenue for the relevant period and multiplied by 365 days.
The following table sets forth an aging analysis of our trade and bills receivables as of
the dates indicated, based on the date of products delivered or services rendered and net of
loss allowance:
As of December 31,
2023 2024 2025
RMB’000
Within 1 year 124,104 208,316 233,026
1 to 2 years 11,525 29,413 75,719
2 to 3 years 4,593 4,558 4,626
Over 3 years – 1,032 2,144
Total 140,222 243,319 315,515
FINANCIAL INFORMATION
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--- page 278 ---
The trade and bills receivables turnover days indicate the average time required for us to
collect cash payments. Our trade and bills receivables turnover days decreased from 295.1 days
in 2023 to 263.6 days in 2024. Our trade and bills receivables turnover days increased to 310.8
days in 2025, primarily because a larger proportion of solutions (amounting to approximately
RMB107 million, accounted for approximately one third of our total revenue in 2025) was
delivered, i.e. a larger proportion of revenue was recognized, in the second half of 2025
according to the solution delivery schedules, resulting in the increase of the year-end balance
of the trade and bills receivable, which was not due as of December 31, 2025. Our trade and
bills receivables turnover days were relatively longer than the general credit terms as agreed in
our contracts with customers during the Track Record Period primarily because some of our
customers did not strictly follow the payment schedule after invoices are issued. For instance,
certain cities scenario customers delayed settlement of outstanding payment in 2025. To the
best of our knowledge, such customers delayed payment due to their own internal financial
planning. We have duly delivered solutions to such customers, and we were not aware of any
disputes regarding the quality of solutions with such customers as of the Latest Practicable
Date. We are closely communicating with these customers for the settlement. Such factor also
led to the increase of trade and bills receivables turnover days in 2025.
We will continue to prudently review the recoverability of trade receivables and
long-aged trade receivables by taking into account factors including but not limited to the
on-going business performance and financial condition of our customers, the expected
business performance and financial condition of our customers in the near future, the relevant
customers’ plan to settle the corresponding trade receivables and long-aged trade receivables,
and the negotiation results with the relevant customers. We will also strive to negotiate more
favorable credit terms when entering into new contracts with customers. For instance, in 2024
and 2025, we secured more favorable payment schedules under certain new contracts with
customers of our autonomous driving vehicle solutions, with an increased proportion of
prepayments upon the signing of agreements. We have been and will be actively
communicating with our customers regarding trade receivables collection. Taking into
account the above, we believe that the high trade and bills receivables turnover days would be
improved and would not constitute material adverse impact on our overall operations and
financial position.
Contract Assets
As of December 31,
2023 2024 2025
RMB’000
Contract assets arising from
provision of autonomous
driving solutions
(1) 7,009 13,672 11,706
Impairment (269) (441) (481)
Net carrying amount 6,740 13,231 11,225
Note:
(1) Contract assets arising from provision of autonomous driving solutions are retention receivables in
relation to warranties we provide in relation to the sale of certain products and the provision of
services for general repairs of defects occurring during the warranty period in relation to our
autonomous driving vehicle solutions, autonomous driving kit solutions and autonomous driving
software solutions.
Our contract assets increased from RMB6.7 million as of December 31, 2023 to
RMB13.2 million as of December 31, 2024, in line with our overall revenue growth. It
decreased to RMB11.2 million as of December 31, 2025 due to expiry of warranty period.
FINANCIAL INFORMATION
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As of March 31, 2026, RMB0.7 million or approximately 6.3% of our contract assets as
of December 31, 2025 had been subsequently received.
Prepayments, Other Receivables and Other Assets
The following table sets forth our prepayments, other receivables and other assets as of
the dates indicated:
As of December 31,
2023 2024 2025
RMB'000
Current
Prepayments 6,305 3,583 13,141
Deposits 716 405 3,111
Due from related parties 34 2,130 12
Value-added tax recoverable 376 2,699 2,587
Others 127 1,142 3,849
7,558 9,959 22,700
Non-current
Prepayments 221 213 8,863
Deposits 1,479 1,835 1,170
1,700 2,048 10,033
Prepayments represent advances made to certain suppliers primarily in relation to
purchases of raw materials, computing power services and fixed assets including but not
limited to servers for R&D purposes. The current portion of prepayments to supplier
decreased from RMB6.3 million as of December 31, 2023 to RMB3.6 million as of December
31, 2024, primarily due to our improved bargaining power with suppliers as we formed stable
relationships with them. The current portion of prepayments increased to RMB13.1 million
as of December 31, 2025, primarily due to an increase in our procurement from suppliers with
specific demand of prepayments. The non-current portion of prepayments increased from
RMB0.2 million to RMB8.9 million in 2025, primarily due to our procurement of servers for
R&D purposes which are classified as fixed assets that required prepayments; such servers
were subsequently delivered in April 2026.
Deposits represent rental deposits for our leased offices and contract performance
deposits. Our deposits remained relatively stable at RMB2.2 million as of December 31, 2023
and December 31, 2024, comprising of deposits for leased offices; and increased to RMB4.3
million as of December 31, 2025, primarily due to the contract performance deposits as
requested by certain customers in 2025.
Due from related parties represent receivables arising from the sale of fixed assets to a
related party, Yuxing Zhejiang, and deposits arising from rental of offices to a related party,
which are non-trade in nature. Yuxing Zhejiang ceased to be a subsidiary of our Company and
became a related party on December 31, 2024 upon the termination of contractual
arrangements. See Note 33 to the Accountants’ Report in Appendix I to this prospectus for
details of our loss of control over Yuxing Zhejiang. It ceased to be a related party and became
a third party on April 27, 2025 after Mr. Wu and Mr. Zhou’s disposal of their equity interests
in Yuxing Zhejiang to a third party. See “History — Major Corporate Developments of Our
Group — Disposal of Yuxing Zhejiang.” Due from related parties was RMB34 thousand as of
December 31, 2023, then increased to RMB2.1 million as of December 31, 2024, and
decreased to RMB12.1 thousand as of December 31, 2025. The increase was relating to the
sale of fixed assets which are not relevant to our business to Yuxing Zhejiang relating to the
termination of contractual arrangements in 2024, and the subsequent decrease was mainly
due to Yuxing Zhejiang settled the amount in year 2025. For the remaining balance as of
December 31, 2025, we expect such amount will be settled prior to Listing.
FINANCIAL INFORMATION
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Value-added tax recoverable represents input tax to be offset in relation to V AT.
Value-added tax recoverable increased from RMB0.4 million as of December 31, 2023 to
RMB2.7 million as of December 31, 2024, due to an increase in the purchase of servers and
database in 2024 for the business to be operated by our new subsidiary in Chongqing. It
remained relatively stable at RMB2.6 million as of December 31, 2025.
Others primarily represent capitalized listing expenses and fees to be reimbursed to
employees. Others increased from RMB0.1 million as of December 31, 2023 to RMB1.1
million as of December 31, 2024, due to an increase in the capitalized listing expenses. Others
further increased to RMB3.8 million as of December 31, 2025, primarily driven by the
increase in capitalized listing expenses and the reclassification of amount due from Yuxing
Zhejiang which was recorded as amount due from related party as of December 31, 2024.
As of March 31, 2026, RMB6.6 million or approximately 20.2% of our prepayments,
other receivables and other assets as of December 31, 2025 had been subsequently settled.
Financial Assets at FVTPL
Financial assets at FVTPL represent wealth management products issued by banks in
the Chinese Mainland. It was classified as financial assets at FVTPL as their contractual cash
flows are not solely payments of principal and interest. Our financial assets at FVTPL
decreased from RMB82.0 million as of December 31, 2023 to RMB27.1 million as of
December 31, 2024, primarily due to redemption of wealth management products at maturity.
Our financial assets measured at FVTPL further decreased to RMB1.7 million as of
December 31, 2025, mainly due to the redemption of our wealth management products at
maturity.
We have adopted an internal investment management policy and established a set of
internal control measures to allow us to achieve reasonable returns on our investment while
mitigating our exposure to high investment risks. Such investment management policy
regulates our internal investment decision making procedures and record keeping practices.
Under our investment management policy, our chief financial officer is responsible for the
overall supervision and management of our investment activities. Depending on, among
others, the investment amount, our shareholders, the board of directors and/or the Chief
Executive Officer serve as decision-making bodies for our investment activities. For instance,
investments shall be approved by the Board if (i) the higher of the book value or appraised
value of the relevant assets transacted exceeds 10% of our latest audited total assets, (ii) the
transaction consideration exceeds 10% of our latest audited total assets and the absolute
amount exceeds RMB10 million, or (iii) the profit generated from the transaction exceeds 10%
of our latest audited net profit and the absolute amount exceeds RMB1 million. No other
corporate department or individual employee has authorities to make decisions on our
investment activities. Our finance department is responsible for the analysis and research of
potential investment opportunities, as well as maintaining financial records pertaining to our
investment activities. Our Directors, senior management, together with the finance managers
of respective subsidiaries of ours, bring a wealth of management expertise and skills from
their previous working experience in the financial services sector. They have investment
experience and relevant knowledge that have empowered our past investment activities. For
the professional qualifications and experiences of our Directors and senior managements, see
“Directors and Senior Management.” We believe that our internal policies regarding
investment and the related risk management mechanism are adequate. Our investment in
financial assets at FVTPL will be subject to the compliance with Chapter 14 of the Listing
Rules.
FINANCIAL INFORMATION
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Cash and Cash Equivalents
Our cash and cash equivalents primarily consisted of our cash and bank balances, and
non-pledged time deposits with original maturity of three months or less when acquired.
The following table below sets forth a breakdown of our cash and cash equivalents as of
the dates indicated:
As of December 31,
2023 2024 2025
RMB’000
Cash and bank balances 101,612 44,687 44,444
Time deposits 311,712 177,504 70,117
413,324 222,191 114,561
Less: restricted cash (356) (458) (1,212)
Cash and cash equivalents 412,968 221,733 113,349
Our cash and cash equivalents decreased in the Track Record Period as we utilized our
available capital to support our business operations. For an analysis on cash flows during the
Track Record Period, see “— Liquidity and Capital Resources.”
Trade and Bills Payables
Our trade and bills payables primarily represent outstanding amounts due to our
suppliers. Our trade and bills payables are non-interest-bearing and are normally settled
within 3 to 120 days from the date of invoice, while there is usually a time gap between the time
we receive products or services from suppliers and the time we issue the relevant invoices. We
negotiate with our suppliers about the timing of invoice issuance to align the invoice dates
with our cash flow needs, improving our liquidity management. As of the Latest Practicable
Date, we did not have any dispute with our suppliers. The following table sets forth the aging
analysis of our trade and bills payables as of the dates indicated based on the date of goods or
services received:
As of December 31,
2023 2024 2025
RMB’000
Within 1 year 45,248 53,021 112,865
1 to 2 years 677 988 3,464
2 to 3 years 13 102 81
Over 3 years 241 223 244
46,179 54,334 116,654
Our trade and bills payables increased in the Track Record Period due to the increase in
our purchase volume as a result of our business growth.
FINANCIAL INFORMATION
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The following table sets forth our trade and bills payables turnover days for the years
indicated:
Year ended December 31,
2023 2024 2025
Trade and bills payables turnover days (1) 125.2 122.7 194.6
Note:
(1) Trade and bills payables turnover days are calculated using the average of opening balance and closing
balance of trade and bills payables for a year divided by cost of sales for the relevant year/annualized
cost of sales for the relevant period and multiplied by 365 days.
Our trade and bills payables turnover days slightly decreased in 2024, then increased in
2025 as we obtained more favorable credit term from our suppliers in 2025.
As of March 31, 2026, RMB33.5 million or approximately 28.7% of our trade and bills
payables as of December 31, 2025 had been subsequently settled.
Other Payables and Accruals
Our other payables and accruals primarily included (i) payroll and welfare payables, (ii)
other tax payables, (iii) other payables, (iv) provision, and (v) deferred income:
As of December 31,
2023 2024 2025
RMB’000
Current
Payroll and welfare payables 34,834 26,084 38,616
Other tax payables 11,524 14,060 22,110
Other payables 12,847 7,312 10,642
Provision 3,124 11,715 13,842
Deferred income 3,000 8,000 8,000
Others – 713 2,581
65,329 67,884 95,791
Non-current
Deferred income 5,000 – –
5,000 – –
Payroll and welfare payables represent salaries and welfare payables to our employees.
Our payroll and welfare payables decreased from RMB34.8 million as of December 31, 2023
to RMB26.1 million as of December 31, 2024, due to our optimization of personnel structure
and the reduction in the salaries and welfare payables to our staff. Our payroll and welfare
payables increased to RMB38.6 million as of December 31, 2025, primarily due to an
increased headcounts of our employees and year-end bonuses accrued and yet to be paid.
Other tax payables represent V AT, stamp duty and employee withholding income taxes.
Our other tax payables increased RMB11.5 million as of December 31, 2023 to RMB14.1
million as of December 31, 2024 and further to RMB22.1 million as of December 31, 2025,
primarily as a result of increases in V AT in line with our overall business growth.
Other payables represent payables for purchasing long-term assets, and service fees for
IT software and for the listing expenses. Other payables decreased from RMB12.8 million as
of December 31, 2023 to RMB7.3 million as of December 31, 2024, primarily due to the
settlement of other payables. Our other payables increased as of December 31, 2025 due to the
increase of payables for the listing expenses.
FINANCIAL INFORMATION
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Provision mainly represent provision of warranties when offering autonomous driving
vehicle solutions and autonomous driving kit solutions estimated based on the cost of key
components and historical cost incurred, which generally increased as our sales of such
solutions increased during the Track Record Period. Despite our higher revenue growth rate in
2025, our provision of warranties increased only slightly from RMB11.7 million as of
December 31, 2024 to RMB13.8 million as of December 31, 2025, primarily due to (i) the fact
that our provision of warranties was primarily based on the cost of key components and
historical cost incurred, rather than a specific percentage of revenue; and (ii) the actual
utilization of warranty in 2025 was lower than the provision of warranties as of December 31,
2024 resulting in the reversal of such difference in 2025.
Deferred income represents government grants which we have received but are yet to be
recognized as other income before the relevant conditions are satisfied. We recorded deferred
income, including current and non-current portions, of RMB8.0 million as of the end of each
year in the Track Record Period.
As of March 31, 2026, RMB31.9 million or approximately 33.3% of our other payables
and accruals as of December 31, 2025 had been subsequently settled.
Contract Liabilities
Our Group receives payments from customers based on billing schedules as established
in the sales contracts for the solutions and services. A portion of payments is usually received
in advance of the performance under the contracts.
Our contract liabilities increased from RMB3.9 million as of December 31, 2023 to
RMB4.7 million as of December 31, 2024, and further to RMB8.7 million as of December 31,
2025, mainly due to our overall business growth.
As of March 31, 2026, RMB3.0 million or approximately 34.5% of our contract
liabilities as of December 31, 2025 had been subsequently recognized.
INDEBTEDNESS
Our indebtedness consisted of (i) interest-bearing bank loans and (ii) lease liabilities.
The following table sets forth our indebtedness as of the dates indicated:
As of December 31,
As of
March 31,
2023 2024 2025 2026
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Current
Interest-bearing bank loans 68,039 58,461 124,200 150,081
Current portion of lease liabilities 5,465 4,746 5,491 5,409
Subtotal 73,504 63,207 129,691 155,490
Non-current
Interest-bearing bank loans non-current – 9,900 – –
Non-current portion of lease liabilities 20,103 17,508 11,375 10,377
Subtotal 20,103 27,408 11,375 10,377
Total 93,607 90,615 141,066 165,867
Save as disclosed in the table above, we did not have any material mortgages, charges,
debentures, loan capital, debt securities, loans, bank overdrafts or other similar indebtedness,
finance leases or hire purchase commitments, liabilities under acceptances (other than normal
trade bills), acceptance credits, which are either guaranteed, unguaranteed, secured or
unsecured, or guarantees or other contingent liabilities as of March 31, 2026 and up to the
Latest Practicable Date.
FINANCIAL INFORMATION
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--- page 284 ---
Interest-bearing Bank Loans
As of December 31,
2023 2024 2025
RMB’000
Analyzed into:
Bank loans repayable:
Within one year or on demand 68,039 58,461 124,200
In the second year – 9,900 –
Total 68,039 68,361 124,200
Our bank loans during the Track Record Period were denominated in Renminbi,
bearing an effective interest rate ranging from 2.5% to 5.18%, used to finance our working
capital requirements. Our bank loans are generally unsecured; except for bank loans of
RMB2.0 million and RMB10.0 million as of December 31, 2023 and 2024, respectively, which
were secured by our self-developed intellectual property rights. Our interest-bearing bank
loans increased during the Track Record Period primarily to support our business expansion.
Our bank loan agreements contain standard terms, conditions and covenants that are
customary for commercial bank loans. Our Directors confirm that as of the Latest Practicable
Date, there was no material covenant on any of our outstanding debt and there was no breach
of any material covenant during the Track Record Period and up to the Latest Practicable
Date. Our Directors further confirm that our Group did not experience any difficulty in
obtaining bank loans and other borrowings, default in payment of bank loans and other
borrowings or breach of covenants during the Track Record Period and up to the Latest
Practicable Date.
We had committed unutilized banking facilities of RMB366.7 million as of March 31,
2026.
Lease Liabilities
Lease liabilities represent the present value of outstanding lease payments under our
lease agreements for office premises. Our leases of properties generally have lease terms of two
to three years. Our lease liabilities, current and non-current, slightly decreased from RMB25.6
million as of December 31, 2023 to RMB22.3 million as of December 31, 2024 and further to
RMB16.9 million as of December 31, 2025, primarily due to lease payments made by our
Group.
Our Directors confirm that there were no material changes in the Group’s indebtedness
since December 31, 2025 and up to the Latest Practicable Date.
SHARE CAPITAL AND TOTAL EQUITY
Our share capital amounted to nil, RMB14.8 million and RMB14.8 million as of
December 31, 2023, 2024 and 2025, respectively. In addition, our total equity amounted to
RMB631.7 million, RMB450.3 million and RMB267.6 million as of December 31, 2023, 2024
and 2025, respectively.
According to the capital increase agreements entered into by our Company and the then
Shareholders from April 2016 to March 2023, our Company issued ordinary shares with a
total consideration of approximately RMB1,746.4 million with the respective par value being
recorded as share capital and the remainder as reserves. Pursuant to the aforementioned
capital increase agreements as well as the joint venture agreements entered into between our
Company and the then Shareholders and the articles of association of our Company adopted
in May 2023 (as superseded by a shareholders’ agreement entered into in October 2024), the
Pre-IPO Investors were granted by our Company with special rights which included
redemption rights and liquidation preferences rights.
FINANCIAL INFORMATION
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There was no exercise of redemption rights and liquidation preferences rights granted
by our Company throughout the Track Record Period.
On May 26, 2025, our Company and the Pre-IPO Investors subsequently entered into a
termination agreement, agreeing that certain of the special rights granted by our Company to
Pre-IPO investors, including redemption rights and liquidation preferences, had been
irrecoverably terminated and shall be void ab initio . Taking into account the legal and
regulatory framework of our Company’s jurisdiction and the governing law of the termination
agreement, the Directors considered that it is appropriate to present the Pre-IPO Investments
as equity throughout the Track Record Period.
Had the redemption rights and liquidation preferences rights granted by our Company
to the Pre-IPO Investors been accounted for as financial liabilities measured at fair value prior
to entering into the termination agreement, (i) the financial liabilities measured at fair value,
total current liabilities, net current liabilities and net liabilities would have been:
December 31,
2023
December 31,
2024
December 31,
2025
RMB’000 RMB’000 RMB’000
Financial liabilities measured at fair
value 3,358,748 3,484,343 –
Total current liabilities 3,547,683 3,674,428 350,811
Net current assets/(liabilities) (2,829,001) (3,113,958) 173,316
Net assets/(liabilities) (2,727,087) (3,034,054) 267,603
; and (ii) the fair value changes associated with the financial liabilities measured at fair value,
the net loss during the Track Record Period, basic and dilutive losses per share would have
been:
Year ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fair value changes associated with the
financial liabilities measured at fair value 95,790 125,595 169,449
Total net losses (308,916) (337,174) (399,619)
Basic and diluted losses per share
(expressed in RMB) (2.15) (2.26) (2.68)
For further details of the financial impacts, see note 30 to the Accountants’ Report.
CONTINGENT LIABILITIES
During the Track Record Period, we did not have material contingent liabilities that
were expected to materially and adversely affect our financial condition or results of
operations. Our Directors confirm that there has been no material change in our contingent
liabilities since December 31, 2025 to the date of this prospectus.
FINANCIAL INFORMATION
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KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios as of the dates or for the
years indicated:
Year ended December 31,
2023 2024 2025
Revenue growth rate (1) 146.4% 64.5% 23.6%
Gross profit margin (2) 48.8% 43.7% 51.1%
As of December 31,
2023 2024 2025
Gearing ratio (3) 25.4% 32.6% 57.5%
Current ratio (4) 3.8 2.9 1.5
Cash ratio (5) 2.6 1.3 0.3
Notes:
(1) Revenue growth rate is calculated by dividing revenue growth for the relevant year by revenue for the
previous year and multiplied by 100%.
(2) Gross profit margin is calculated by dividing revenue for the relevant year by gross profit for the
relevant year and multiplied by 100%.
(3) Gearing ratio is calculated by dividing total assets by total liabilities as of the year end and multiplied
by 100%.
(4) Current ratio is calculated by dividing total current assets by total current liabilities as of the year
end.
(5) Cash ratio is calculated by dividing the sum of cash and cash equivalents, restricted cash, and
financial assets at FVTPL by total current liabilities as of the year end.
Revenue Growth Rate
See “— Discussion of Results of Operations” for a discussion of the factors affecting
our revenue growth rate during the respective years.
Gross Profit Margin
See “— Discussion of Results of Operations” for a discussion of the factors affecting
our gross profit margin during the respective years.
Gearing Ratio
Our gearing ratio further increased from 25.4% as of December 31, 2023 to 32.6% as of
December 31, 2024 due to the decrease of our total assets primarily attributable to the
decrease of equity investments designated at fair value through other comprehensive income
and cash and cash equivalents as of December 31, 2024. Our gearing ratio increased to 57.5%
as of December 31, 2025 as a result of the increase of our total liabilities primarily
attributable to the increase of interest-bearing bank loans as well as trade and bills payables.
FINANCIAL INFORMATION
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Current Ratio
Our current ratio decreased from 3.8 as of December 31, 2023 to 2.9 as of December 31,
2024, as our total current assets decreased while total current liabilities slighted increased in
2024. The decrease in our current assets was primarily due to the decreases in cash and cash
equivalents.
Our current ratio further decreased to 1.5 as of December 31, 2025, primarily
attributable to our current assets decreased while current liabilities increased. The decrease in
our total current assets was primarily due to the decreases in cash and cash equivalents,
partially offset by the increase in trade and bills receivables. The increase in our total current
liabilities due to the increases in interest-bearing bank loans as well as trade and bills
payables.
Cash Ratio
Our cash ratio decreased from 2.6 as of December 31, 2023 to 1.3 as of December 31,
2024, primarily as a result of the decrease in the sum of cash and cash equivalents, restricted
cash, and financial assets at FVTPL outpaced the decrease in total current liabilities.
Our cash ratio further decreased to 0.3 as of December 31, 2025, primarily due to the
decrease in the sum of cash and cash equivalents, and financial assets at FVTPL and the
increase in total current liabilities.
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 asset acquired from third parties and capitalized
and internal development costs capitalized as intangible asset and deducting amortization
expense of capitalized intangible assets included in R&D expenditure. All of our R&D
expenditure are related to Specialist Technology Products. The table below sets forth our
R&D expenditure for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
R&D expenses 184,396 196,447 233,690
Adjustments:
Add: Intangible asset acquired from
third parties and capitalized 9,771 – –
Add: Internal development costs
capitalized as intangible asset – – –
Less: Amortization expense of
capitalized intangible assets
included in R&D expenditure (126) (652) (141)
R&D expenditure 194,041 195,795 233,549
Total R&D expenditure for
the three financial years prior to Listing 623,385
FINANCIAL INFORMATION
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The table below sets forth our total operating expenditure for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Selling and marketing expenses 68,721 76,110 83,349
Administrative expenses 57,440 63,254 66,415
R&D expenses 184,396 196,447 233,690
Adjustments:
Add: Intangible asset acquired from
third parties and capitalized 9,771 – –
Add: Internal development costs
capitalized as intangible asset – – –
Less: Amortization expense of
capitalized intangible assets
included in R&D expenditure (126) (652) (141)
Total operating expenditure 320,202 335,159 383,313
Total operating expenditure for
the three financial years prior to Listing 1,038,674
The table below sets forth our R&D expenditure ratio for the years indicated:
Year ended December 31,
2023 2024 2025
R&D expenditure ratio
(1) 60.6% 58.4% 60.9%
Total R&D expenditure ratio (2) 60.0%
Notes:
(1) Calculated by dividing R&D expenditure by total operating expenditure.
(2) Calculated by dividing total R&D expenditure for the three financial years prior to Listing by total
operating expenditure for the three financial years prior to Listing.
CAPITAL EXPENDITURES AND COMMITMENTS
Capital Expenditures
We regularly incur capital expenditures to expand our operations and upgrade our
facilities. Our capital expenditures during the Track Record Period primarily consisted of
purchases of property, plant and equipment, intangible assets and other-long term assets. In
2023, 2024 and 2025, we incurred capital expenditures of RMB29.8 million, RMB37.7
million, and RMB8.2 million, respectively.
Historically, we have funded our capital expenditures mainly through bank loans and
capital injection from shareholders. We intend to fund our planned capital expenditures
through cash generated from our business operations and bank loans as well as proceeds from
the Global Offering. For details, see “Future Plans and Use of Proceeds.”
Our actual capital expenditures may differ from the amounts set forth above due to
various factors, including our future cash flows, results of operations and financial condition,
economic conditions in the PRC, the availability of financing on terms acceptable to us and
changes in the regulatory environment in the PRC. In addition, we may incur additional
capital expenditures from time to time as we pursue new opportunities to expand our business.
Capital Commitments
We did not have material capital commitments during the Track Record Period.
FINANCIAL INFORMATION
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RELATED P ARTY TRANSACTIONS
During the Track Record Period, we entered into transactions with our related parties
from time to time. These transactions primarily include (i) our sales of autonomous driving
solutions to our joint venture, (ii) office rental expenses paid to a company controlled by our
chief executive, and (iii) compensation of key management personnel of our Group. See Note
35 to the Accountants’ Report in Appendix I to this prospectus for details regarding our
related party transactions.
It is the view of our Directors that our transactions with related parties during the
Track Record Period were conducted on an arm’s length basis and with normal commercial
terms. Our Directors are also of the view that our related party transactions during the Track
Record Period would not distort our historical 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
commitment or arrangements.
FINANCIAL RISKS DISCLOSURE
Our principal financial instruments comprise cash and cash equivalents, time deposits,
restricted cash and interest-bearing bank loans. The main purpose of these financial
instruments is to raise finance for our operations. We have various other financial assets and
liabilities such as trade and bills receivables and trade and bills payables, financial assets
included in prepayments, other receivables, and other assets, and financial liabilities included
in other payables and accruals and lease liabilities, which arise directly from our operations.
The main risks arising from our financial instruments are credit risk, market risk and
liquidity risk. Our Board reviews and agrees policies for managing each of these risks and they
are summarized below.
Credit Risk
We only trade 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 further details, see Note 39 to the Accountants’ Report in
Appendix I to this prospectus.
Foreign Currency Risk
We have transactional currency exposures. Such exposures arise from sales by operating
units in currencies other than the units’ functional currencies.
For the year ended December 31, 2023, 2024 and 2025, assuming all other variables
remain constant, if the exchange rate of RMB depreciates/appreciates by 5% against the Hong
Kong dollar, the loss before tax of our Group will decrease/increase by RMB5.6 million,
RMB3.4 million and RMB511 thousands, respectively. For further details, see Note 39 to the
Accountants’ Report in Appendix I to this prospectus.
Liquidity Risk
We monitor our exposure to liquidity risk by monitoring the current ratio, which is
calculated by comparing the current assets with the current liabilities.
Our objective is to maintain a balance between continuity of funding and flexibility
through the use of interest-bearing loans. Our policy is that all the borrowings should be
approved by the chief financial officer. For further details, see Note 39 to the Accountants’
Report in Appendix I to this prospectus.
FINANCIAL INFORMATION
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DIVIDENDS
No dividend had been paid or declared by our Company during the Track Record
Period. There is no assurance that dividends of any amount will be declared or be distributed
in any year. Although currently we do not have a formal dividend policy or a fixed dividend
distribution ratio, our Board may declare dividends in the future after taking into account
various factors, including our future earnings and cash inflows, future plan for use of funds,
long-term development of our business, statutory reserves, discretionary common reserve
funds, legal and regulatory restrictions, and other factors which our Directors consider
relevant. Distribution of dividends will be decided by our Board at their discretion and will be
subject to Shareholders’ approval. In addition, our dividend policy will also be subject to our
Articles of Association, the PRC Company Law, any other applicable PRC laws and
regulations. In any event, we will pay dividends out of our profit after tax only after we have
made the following allocations:
(a) recovery of accumulated losses, if any;
(b) allocation to the statutory common reserve fund an amount of 10% of our profit
after tax, as determined under the Accounting Standards for Business Enterprises
issued by the MOF (the “ PRC GAAP ”); until such fund has reached more than
50% of our registered capital; and
(c) allocation, if any, to a discretionary common reserve fund an amount approved
by the shareholders in a shareholders’ meeting.
Payment of dividends is subject to restrictions under PRC laws. Under PRC laws,
dividends may be paid only out of distributable profits. Distributable profits are our net profit
as determined under PRC GAAP, less any recovery of accumulated losses and appropriations
to statutory and other reserves that we are required to make.
WORKING CAPITAL SUFFICIENCY
Our Directors are of the opinion that, taking into account the estimated net proceeds
from the Global Offering and other financial resources available to us, including cash and
cash equivalents, restricted cash, financial assets at FVTPL, and bank borrowings, we have
sufficient working capital to cover our costs, including R&D expenses, selling and marketing
expenses, administrative expenses and other operating costs, for the next 12 months from the
date of this prospectus.
Our cash burn rate refers to the average monthly aggregate amount of (i) net cash used
in operating activities, (ii) capital expenditure, and (iii) lease payment. Our historical monthly
average cash burn rate was RMB13.0 million, RMB21.1 million and RMB15.7 million in
2023, 2024 and 2025, respectively. We had cash and cash equivalents, financial assets at
FVTPL and unutilized banking facilities of RMB298.0 million in aggregate as of December
31, 2025. We estimate that we will receive net proceeds of approximately HK$795.4 million
after deducting the listing expenses payable by us in the Global Offering, assuming no Offer
Size Adjustment Option is exercised and assuming an Offer Price of HK$60.30 per Offer
Share.
We assume that the average cash burn rate going forward will be similar to the cash burn
rate level in 2025 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, and we estimate that our cash and cash equivalents, financial assets
at FVTPL and unutilized banking facilities as of December 31, 2025 will be able to maintain
our financial viability for approximately 18.9 months or, if we take into account 10% of the
estimated net proceeds from the Global Offering (namely, the portion allocated for our
working capital and other general purposes), approximately 23.4 months or, if we take into
account 100% of the estimated net proceeds (based on the Offer Price) from the Global
Offering, for approximately 63.2 months. Our Directors and our management will continue to
monitor our working capital, cash flows, and our business development status. Subsequent to
December 31, 2025 and up to March 31, 2026, we had obtained additional banking facilities
amounting to RMB210 million to further strengthen our working capital sufficiency.
FINANCIAL INFORMATION
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We have no immediate plan for future financing after the Listing for purpose of our
commercialization plan as disclosed in this prospectus taking into account our available cash,
proceeds from the Global Offering and based on our cash burn rate. However, with the
continuing expansion of our business and development of our solutions or services, or if we
discover suitable targets for acquisition or business collaboration, we could not exclude the
possibility to require further funding through public or private equity offerings, debt
financing and other sources. We will comply with applicable laws and regulations, including
requirements under the Listing Rules, when we proceed with such financings.
DISTRIBUTABLE RESERVES
As of December 31, 2025, our Company did not have any distributable reserves.
LISTING EXPENSES
Based on the Offer Price of HK$60.30 per Share, the total estimated listing expenses in
relation to the Global Offering are RMB67.2 million (HK$76.8 million), assuming the Offer
Size Adjustment Option is not exercised, which constitute approximately 8.8% of the gross
proceeds. Our total estimated listing expenses consist of (i) underwriting-related expenses of
RMB30.6 million (HK$35.0 million), and (ii) non-underwriting-related expenses of RMB36.6
million (HK$41.8 million), including (a) fees payable to our legal advisors and Reporting
Accountant of RMB22.3 million (HK$25.5 million) and (b) other fees and expenses,
including fees payable to the sponsor and the fees of other professional parties such as
financial printers, industry consultant, background search agent and share registrar, of
RMB14.3 million (HK$16.3 million). During the Track Record Period, RMB20.3 million
(HK$23.2 million) had been recognized as expenses in our consolidated statements of profit
or loss. Subsequent to the Track Record Period, we expect RMB12.5 million (HK$14.3
million) will be recognized as expenses in our consolidated statements of profit or loss, and
RMB34.4 million (HK$39.3 million) is to be accounted for as a deduction from equity upon
the Listing. The listing expenses above are the latest practicable estimate for reference only,
and the actual amount may differ from this estimate.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
For the unaudited pro forma statement of adjusted net tangible assets of our Group
prepared in accordance with Rule 4.29 of the Listing Rules for illustrating the effect of the
Global Offering on the consolidated net tangible assets of our Group attributable to the
owners of our Company as of December 31, 2025 as if the Global Offering were completed on
December 31, 2025, please refer to Appendix II to this prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that there has been no material adverse change in our
financial or trading position or prospects since December 31, 2025, being the end date of our
latest audited financial statements, up to the date of this prospectus, and there had been no
event since December 31, 2025 up to the date of this prospectus that would materially affect
the information shown in the Accountants’ Report in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there were no
circumstances that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of
the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$795.4 million, assuming an Offer Price of HK$60.30 per Offer Share, after deducting the
underwriting commissions and estimated expenses paid or payable by us in connection with
the Global Offering and assuming that the Offer Size Adjustment Option is not exercised.
In line with our strategies, we intend to apply the net proceeds from the Global
Offering, in the next four years, for the following purposes and in the amounts set forth below:
• approximately 46.7% of the net proceeds, or HK$371.5 million, will be used to
continuously enhance our R&D capabilities and solutions provision, including:
(1) approximately 26.5% of the net proceeds, or HK$210.8 million, shall be used to
further develop our U-Drive
® system. In particular, we intend to expand the
algorithm development team for U-Drive ® 6.0 and 7.0 to adapt to our strong
growth in business volume in the next few years. We also seek to expand the cloud
computing resources required for real-time AI algorithm inference, simulation
testing, data and business logic analysis, as well as relevant personnel to maintain
and optimize our cluster resources.
In selecting qualified personnel for our algorithm development team for our
U-Drive
® system, we seek to recruit 10 to 15 technical experts, testing engineers
and development engineers in the fields of cloud brain, system algorithm, data
security, operation tools, and simulation system, among others. We expect the
potential candidates to hold a master or PhD degree in computer science,
automation, electrical engineering, AI, etc., and have at least three years’ of
experience in deep learning, imitation learning, reinforcement learning and
VLM/VLA. We will offer market competitive salaries. We expect to allocate
approximately 3.2% of the net proceeds or HK$25.5 million in this regard to
cover their salaries in the next four years.
In order to acquire the required hardware and software for the above plans, we
intend to purchase equipment including computing mobile terminals,
high-performance development workstations, AI and cloud services, and data-
and system-related equipment, among other hardware and software. We expect to
allocate approximately 23.3% of the net proceeds or HK$185.3 million in this
regard.
(2) Approximately 9.7% of the net proceeds, or HK$77.2 million, shall be used to
build our overseas R&D centers. Six R&D centers are expected to be established
in Hong Kong, Singapore/Malaysia, Qatar, Hungary/Italy/France, Japan/South
Korea, and the United States, among other regions, mainly for the localization of
overseas products and the corresponding research and development, and more
efficient local compliance and IP protection relating to our localized products.
With our established R&D center located in China as our common technology
foundation, we expect our overseas R&D centers to function as local arms to
perform scenario-based, application-level R&D functions to facilitate the
development of products specifically addressing unique local issues or conditions
such as dust storm in the Middle East and extreme weather in Northern Europe.
With such local presence, we are in a better position to deal with compliance
requirements such as CE marking and General Data Protection Regulation in
Europe, as well as efficiently building up our local IP portfolios. We will also be
able to quickly adapt our solutions and services to the local needs with first-hand
information collected from such overseas R&D centers. Taking into account the
aforementioned benefits, we have determined the proposed locations of overseas
R&D centers based on our current business development and strategies. We do
FUTURE PLANS AND USE OF PROCEEDS
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not foresee material encumbrances in recruiting R&D talents locally as such
regions are mostly developed with profound talent resources. Nevertheless, our
plan to establish R&D center overseas may face uncertainties, especially
considering the recent regional conflicts and war in the Middle East. Such plan
may be delayed or adjusted due to factors especially those beyond our control.
We expect to rent office and operation space in each of the regions in which we
seek to set up an overseas R&D center. We expect to allocate approximately 0.3%
of the net proceeds or HK$2.4 million in this regard.
In selecting qualified experts for our overseas R&D centers, we seek to recruit 10
to 15 experts in the field of product localization. We expect the potential
candidates to hold a master or PhD degree in computer science, automation,
electrical engineering, AI, etc., and have at least three years’ of experience in
vehicle and cloud software development. We will offer market competitive
salaries. We expect to allocate approximately 4.0% of the net proceeds or
HK$31.8 million in this regard to cover their salaries in the next four years.
Furthermore, we seek to purchase the required hardware and other equipment for
our overseas R&D centers, including test vehicles and radars. We expect to
allocate approximately 5.4% of the net proceeds or HK$43.0 million in this
regard.
(3) approximately 10.5% of the net proceeds, or HK$83.5 million, shall be used to
build up our overseas data centers in Singapore/Malaysia and Qatar to expand
our overseas layout, which requires the computing power and storage
infrastructure necessary for the massive data loop and large model algorithm
training.
We expect to rent office and operation space in Singapore/Malaysia and Qatar to
house our data centers. We expect to allocate approximately 0.8% of the net
proceeds or HK$6.4 million in this regard.
In addition, we plan to purchase equipment and services necessary for the
operations of our overseas data centers, including management nodes, laptops,
workstations, high-speed internet services, among others. We expect to allocate
approximately 9.7% of the net proceeds or HK$77.2 million in this regard.
• approximately 33.5% of the net proceeds, or HK$266.5 million, will be used for our
overseas and domestic business development and improving our commercialization
capability, including:
(1) approximately 24.0% of the net proceeds, or HK$190.9 million, shall be used to
fulfill our business development initiatives overseas. We expect to establish six
overseas business development centers in Hong Kong, Singapore/Malaysia,
Qatar, Hungary/Italy/France, Japan/South Korea, and the United States to fulfill
our growth strategies of actively exploring overseas expansion opportunities
overseas.
To cover the expense necessary for the operations of our overseas business
development centers including rental costs and business development activities
such as attending exhibitions, hosting press conferences, construction of
websites, digital marketing and advertisements, we expect to allocate
approximately 8.0% of the net proceeds or HK$63.6 million in this regard.
For our overseas business development centers, we seek to recruit over 80
employees in fields including business expansion, pre- and post-sales service
provision, project management, sales, among others. We expect the potential
candidates to have at least five years’ of BD experience in aviation,
manufacturing, ports, logistics industry and/or in the local market. We will offer
market competitive salaries. We expect to allocate approximately 15.8% of the net
proceeds or HK$125.7 million in this regard to cover their salaries in the next
four years.
FUTURE PLANS AND USE OF PROCEEDS
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(2) approximately 9.5% of the net proceeds, or HK$75.6 million, shall be used to
fulfill our business development initiatives in China.
For business development activities such as attending exhibitions, hosting press
conferences, rolling out demo of new products and digital marketing in China, we
expect to allocate approximately 3.8% of the net proceeds or HK$30.2 million in
this regard.
For our business development in China, we seek to recruit approximately 20
employees in fields including pre- and post-sales service provision, sales
management, operational support, sales, among others. We expect the potential
candidates to have at least five years’ of BD experience in aviation,
manufacturing, ports, logistics industry from reputable peer companies. We will
offer market competitive salaries. We expect to allocate approximately 5.7% of
the net proceeds or HK$45.3 million in this regard to cover their salaries in the
next four years.
• approximately 9.8% of the net proceeds, or HK$77.9 million, will be used for making
strategic investments; and
(1) To solidify our market position and to expand our technological prowess, we
intend to acquire target entities which are relatively smaller in scale but can
satisfy our R&D needs. For instance we will consider a company with 10 to 20
employees with a valuation not exceeding RMB200 million, which has operated
for a track record period of at least two years possessing a unique single
module-related technology which are in line with our potential R&D direction, as
the acquisition will enhance our R&D efficiency, reduce our marginal R&D cost
and improve our financial performance. We expect to allocate approximately
7.8% of the net proceeds or HK$62.0 million in this regard.
(2) Furthermore, to improve our operational sustainability, we seek to engage in
equity investments as a minority shareholder in select companies of a relatively
large scale and high valuation. We will consider such alliances from technology
perspectives, with companies which are developers of core chips or sensors which
we expect to be beneficial in terms of core components procurement, as well as
from commercial strategy and relationship perspectives, with companies which
may enhance our commercial competitive edge such as increasing customer
stickiness and revenue growth. We expect the potential target to have a relatively
sizable operation for a track record period of at least three years, with a valuation
of at lease RMB1 billion. We expect to allocate approximately 2.1% of the net
proceeds or HK$16.7 million in this regard. We did not have a specific target or
timeline as of the Latest Practicable Date. We have tested one new type of chip,
three types of LiDAR and five types of cameras, and will conduct more tests
before we form a preliminary plan of potential investments.
Our Directors are of the view that, according to Frost & Sullivan, there are
adequate number of potential targets in the market based on the criteria
mentioned above.
• approximately 10.0% of the net proceeds, or HK$79.5 million, will be used for working
capital and general corporate purposes.
FUTURE PLANS AND USE OF PROCEEDS
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The table below sets forth the timeframe of our expected expansion plan and intended
use of proceeds:
2026 to 2027 2028 to 2029
Continuously enhance
our R&D
capabilities and
solutions provision
• Complete the development of U-Drive
®
6.0 and put VLM and world model in
application
• Establish six overseas R&D centers in
Hong Kong, Singapore/Malaysia,
Qatar, Hungary/Italy/France,
Japan/South Korea, and the United
States
• Establish two overseas data centers in
Singapore/ Malaysia and Qatar
• Approximately 20.1% or HK$159.9
million of the net proceeds is expected
to be utilized during this phase
• Complete the development of U-Drive
®
7.0 and put imitation learning-based
end-to-end algorithm and VLAM in
application
• Continue the operations of the six
overseas R&D centers and the two
overseas data centers
• Approximately 26.7% or HK$212.4
million of the net proceeds is expected
to be utilized during this phase
Develop our overseas
and domestic
business and
improve our
commercialization
capability
• Establish six overseas BD centers in
Hong Kong, Singapore/Malaysia,
Qatar, Hungary/Italy/France,
Japan/South Korea, and the United
States, covering business in 15 overseas
countries, expanding into airports,
manufacturing, ports and cities sectors
• Establish commercial-scale sales in
open scenarios such as logistics,
sanitation and passenger cars, and
expand product mix to include new
industrial vehicle types such as
driverless forklifts in factories in China
• Approximately 15.7% or HK$124.9
million of the net proceeds is expected
to be utilized during this phase
• Continue the six overseas BD centers,
establishing coverage of 30 overseas
countries, expanding into airports,
manufacturing, ports and cities sectors
• Further penetrate open scenarios such
as logistics, sanitation and passenger
cars, expand product mix to include
new industrial vehicle types such as
driverless forklifts in factories in China
• Customers start subscribing for AI
driver services
• Approximately 17.6% or HK$140.0
million of the net proceeds is expected
to be utilized during this phase
Strategic investments • Complete one to two investments
and/or acquisitions
• Approximately 3.3% or HK$26.2
million of the net proceeds is expected
to be utilized during this phase
• Complete three to four investments
and/or acquisitions
• Approximately 6.6% or HK$52.5
million of the net proceeds is expected
to be utilized during this phase
If the Offer Size Adjustment Option is fully exercised, we will receive additional net
proceeds of approximately HK$125.5 million (assuming an Offer Price of HK$60.30 per Offer
Share). In the event that the Offer Size Adjustment Option is exercised, we intend to apply the
additional net proceeds to the above purposes on a pro rata basis.
To the extent that our proceeds are not sufficient to fund the purposes set out above, we
intend to fund the balance through a variety of means, including cash generated from
operations, bank loans and other borrowings.
If any part of our plan does not proceed as planned for reasons such as changes in
government policies that would render any of our plans not viable, or the occurrence of force
majeure events, our Directors will carefully evaluate the situation and may reallocate the net
proceeds from the Global Offering. We will issue an appropriate announcement if there is any
material change to the above proposed use of proceeds.
To the extent that the net proceeds of the Global Offering are not immediately used for
the purposes described above, and to the extent permitted by the relevant laws and
regulations, we will only deposit the proceeds in short-term interest-bearing accounts at
licensed commercial banks and/or other authorized financial institutions (as defined under
SFO or applicable laws and regulations in the other jurisdictions).
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
CLSA Limited
BOCOM International Securities Limited
DBS Asia Capital Limited
China Galaxy International Securities (Hong Kong) Co., Limited
Hong Tai Securities Limited
Futu Securities International (Hong Kong) Limited
CEB International Capital Corporation Limited
uSmart Securities Limited
CNCB (Hong Kong) Capital Limited
Quam Securities Limited
Lego Securities Limited
Patrons Securities Limited
SBI China Capital Financial Services Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering 723,100 Hong
Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong at the
Offer Price on the terms and subject to the conditions of this prospectus.
Subject to the Listing Committee granting the listing of, and permission to deal in, our
H Shares in issue and to be issued as mentioned herein (including any additional H Shares
which may be made available pursuant to the exercise of the Offer Size Adjustment Option),
and to certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong
Kong Underwriters have agreed severally, but not jointly, to subscribe for or procure
subscribers for their respective applicable proportions of the Hong Kong Offer Shares which
are being offered but are not taken up under the Hong Kong Public Offering on the terms and
subject to the conditions of 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 signed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for Termination
The Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the
Hong Kong Underwriters) shall be entitled by notice (in writing) to the Company to terminate
the Hong Kong Underwriting Agreement with immediate effect if prior to 8:00 a.m. on the
day that trading of the H Shares commences on the Stock Exchange:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a prospective change
or any event or series of events or circumstances likely to result in a change or a
development involving a prospective change in existing laws or regulations, or the
interpretation or application thereof by any court or any competent Authority in or
affecting Hong Kong, the PRC, the United States, the United Kingdom, the European
Union, Japan, Singapore, Qatar, or other jurisdictions relevant to our Group or the
Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or
circumstances likely to result in a change, in any local, national, regional or
international financial, political, military, industrial, economic, fiscal, legal,
regulatory, currency, credit or market conditions or sentiments, Taxation, equity
securities or currency exchange rate or controls or any monetary or trading settlement
system, or foreign investment regulations (including, without limitation, a devaluation
of the Hong Kong dollar, U.S. dollar or Renminbi against any foreign currencies, a
change in the system under which the value of the Hong Kong dollar is linked to that of
UNDERWRITING
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the U.S. dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions in stock and bond markets,
money and foreign exchange markets, the inter-bank markets and credit markets) in or
affecting any Relevant Jurisdictions; or
(c) any local, national, regional or international event, or circumstance in the nature of
force majeure (including, without limitation, any acts of government or order of any
courts, declaration of a regional, national or international emergency or war, calamity,
crisis, economic sanctions, strikes, labor disputes, other industrial actions, lock-outs,
fire, explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of war,
epidemic, pandemic, outbreak or escalation, mutation or aggravation of diseases ,
accident or interruption or delay in transportation, local, national, regional or
international outbreak or escalation of hostilities (whether or not war is or has been
declared), act of God or act of terrorism (whether or not responsibility has been
claimed)) in or affecting any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation (including
without limitation, any imposition of or requirement for any minimum or maximum
price limit or price range) on the trading in shares or securities generally on the Stock
Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo
Stock Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the
NASDAQ Global Market or the London Stock Exchange; or
(e) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial banking or
foreign exchange trading or securities settlement or clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions; or
(f) any new law, or any change or any development involving a prospective change or any
event or circumstance likely to result in a change in existing laws (whether or not
permanent) or in the interpretation or application thereof by any court or other
competent authority, in each case, in or affecting any of the Relevant Jurisdictions; or
(g) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by our Company of a supplement or amendment to this prospectus
or other documents in connection with the offer and sale of the Offer Shares pursuant
to the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing
Rules or upon any requirement or request of the Stock Exchange and/or the SFC; or
(h) the commencement by any authority of any public action or investigation against a
member of our Group or a Director or a senior management member of our Company
as named in this prospectus or announcing an intention to take any such action; or
(i) the imposition of sanctions or export controls in whatever form, directly or indirectly,
on any member of our Group or any of our Controlling Shareholders or by or on any
Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date
of the Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by,
or for, any Relevant Jurisdiction; or
(j) any valid demand by creditors for payment or repayment of indebtedness of any
member of our Group or in respect of which any member of our Group is liable prior to
its stated maturity; or
(k) any non-compliance of this prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the Offering Documents (as defined in the Hong Kong Underwriting
Agreement), the CSRC Filings (as defined in the Hong Kong Underwriting Agreement)
or any aspect of the Global Offering with the Listing Rules, the CSRC Rules (as defined
in the Hong Kong Underwriting Agreement)or any other applicable laws; or
(l) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any member
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of our Group or any Controlling Shareholder or any Director or senior management
members as named in this prospectus; or
(m) the chairman of our Board or any Director vacating his or her office; or
(n) any demand by any creditor for repayment or payment of any indebtedness of any
member of our Group or in respect of which any member of our Group is liable prior to
its stated maturity;
(o) any contravention by any member of our Group or any Director or any member of the
senior management of our Company as named in this prospectus of the Listing Rules or
applicable Laws; or
(p) any change or development or event involving a prospective change in, or a
materialization of, any of the risks set out in the section headed “Risk Factors” in this
prospectus; or
(q) an order or petition is presented for the winding-up or liquidation of any member of
our Group (other than our Company), or any member of our Group (other than our
Company) makes any composition or arrangement with its creditors or enters into a
scheme of arrangement or any resolution is passed for the winding-up of any member of
our Group (other than our Company) or a provisional liquidator, receiver or manager is
appointed over all or part of the assets or undertaking of our Group as a whole or
anything analogous thereto occurs in respect of our Group (other than our Company),
which, in any such case individually or in the aggregate, in the sole and absolute opinion of the
Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong
Kong Underwriters) (1) has or will or is likely to have a material adverse effect, whether
directly or indirectly, on the assets, liabilities, business, general affairs, management,
prospects, shareholders’ equity, profits, losses, results of operations, position or condition,
financial or otherwise, or performance of our Company or our Group as a whole; (2) has or
will or is likely to have a material adverse effect on the success of the Global Offering or the
level of applications under the Hong Kong Public Offering or the level of indications of
interest under the International Offering; or (3) makes or will make or is likely to make it
impracticable, inadvisable, inexpedient or incapable for any part of the Hong Kong
Underwriting Agreement, the Hong Kong Public Offering or the Global Offering to be
performed or implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering, or the delivery or distribution
of the Offer Shares on the terms and in the manner contemplated by the Offering Documents
(as defined in the Hong Kong Underwriting Agreement); or (4) has or will or may have the
effect of preventing or delaying the processing of applications and/or payments pursuant to
the Global Offering or pursuant to the underwriting thereof; or
(2) there has come to the notice of the Sole Sponsor and the Sponsor-Overall Coordinator
(for itself and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents (as defined in the Hong
Kong Underwriting Agreement), the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement), the Operative Documents (as defined in the Hong Kong
Underwriting Agreement) and/or any notices, announcements, advertisements,
communications or other documents issued or used by or for or on behalf of the
Company in connection with the Hong Kong Public Offering (including any supplement
or amendment thereto) (the “ Global Offering Documents ”) was, when it was issued, or
has become untrue, incomplete, incorrect, inaccurate in any material respect or
deceptive or misleading; or that any estimate, forecast, expression of opinion, intention
or expectation contained in any such documents, was, when it was issued, or has become
unfair or misleading in any respect or based on untrue, dishonest or unreasonable
assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission or material misstatement in any Global Offering Document (including any
supplement or amendment thereto); or
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(c) any breach of, or any event or circumstance rendering untrue, inaccurate, incomplete or
incorrect or misleading in any respect, any of the representations, warranties and
undertakings given, or when repeated, by our Company or our Controlling
Shareholders in the Hong Kong Underwriting Agreement or the International
Underwriting Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any material
liability of any of the Indemnifying Parties (as defined in the Hong Kong Underwriting
Agreement) pursuant to the indemnities pursuant to the Hong Kong Underwriting
Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon our
Company or any member of our Controlling Shareholders pursuant to the Hong Kong
Underwriting Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements (to the extent it is a party); or
(f) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect (as defined in the Hong Kong Underwriting
Agreement); or
(g) any executive Director is 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 the commencement by any applicable government,
political, regulatory body of any action against any executive Director in his capacity as
such or an announcement by any applicable governmental, political regulatory body
that it intends to take any such action; or
(h) our Company withdraws this prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(i) the approval by the Listing Committee of the listing of, and permission to deal in, the H
Shares in issue and to be issued pursuant to the Global Offering (including pursuant to
any exercise of the Offer Size Adjustment Option) is refused or not granted, other than
subject to customary conditions, on or before the Listing Date, or if granted, the
approval is subsequently withdrawn, cancelled, qualified (other than by customary
conditions), revoked or withheld; or
(j) any person (other than the Sole Sponsor) has withdrawn its consent to the issue of this
prospectus with the inclusion of its reports, letters and/or legal opinions (as the case
may be) and references to its name included in the form and context in which it
respectively appears; or
(k) any prohibition on our Company for whatever reason from offering, allotting, issuing
or selling any of the Offer Shares (including the Offer Size Adjustment Option Shares)
pursuant to the terms of the Global Offering; or
(l) an order or petition is presented for the winding-up or liquidation of our Company, or
our Company makes any composition or arrangement with its creditors or enters into a
scheme of arrangement or any resolution is passed for the winding-up of our Company,
or anything analogous thereto occurs in respect of our Company; or
(m) (A) the notice of acceptance of the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement) issued by the CSRC and/or the results of the CSRC Filings
published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or
(B) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by the Company of a supplement or amendment to the CSRC
Filings pursuant to the CSRC Rules (as defined in the Hong Kong Underwriting
Agreement) or upon any requirement or request of the CSRC; or (C) any
non-compliance of the CSRC Filings with the CSRC Rules or any other applicable
Laws; or
UNDERWRITING
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(n) any material non-compliance of this prospectus, the Hong Kong Public Offering
Documents (as defined in the Hong Kong Underwriting Agreement), the CSRC Filings
(as defined in the Hong Kong Underwriting Agreement) 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 Listing Rules, the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, and the CSRC Rules (as defined in the Hong
Kong Underwriting Agreement)); or
(o) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process; (ii) a material portion of the investment commitment made by the cornerstone
investors under the Cornerstone Investment Agreements signed with such cornerstone
investors; or (iii) a material portion of the orders placed by or confirmed with
independent price setting investors (as defined in Chapter 2.5 of the Listing Guide),
have been withdrawn, terminated or cancelled, and such orders or commitments have
not been covered or replaced by any other orders, which would render it, impracticable
or incapable to proceed with the Global Offering.
LOCK-UP UNDERTAKINGS
Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules
(A) Undertakings by our Controlling Shareholders
Pursuant to Rules 10.07(1)(a), 18C.13 and 18C.14 of the Listing Rules, each of our
Controlling Shareholders has undertaken to each of the Stock Exchange and our Company
that, except as permitted under the Listing Rules, he/it will not, and will procure that the
relevant registered holder(s) will not at any time in the period commencing on the date by
reference to which disclosure of his/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 in respect of any of the securities of our Company, the options granted to
him/it under the Pre-IPO Incentive Schemes and the partnership interests in Beijing Simaju to
be transferred to him/it upon the exercise of his/its vested options, in respect of which our
Controlling Shareholders are shown in this prospectus to be the beneficial owners (the
“Locked-up Securities of the Controlling Shareholders ”); provided that the above restriction
shall not prevent him/it from (i) disposing of any interest in the Locked-up Securities of the
Controlling Shareholders in the circumstances provided under Rule 18C.15 of the Listing
Rules, or (ii) using the Locked-up Securities of the Controlling Shareholders (including a
charge or a pledge) in favor of an authorized institution (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan.
Each of our Controlling Shareholders has further undertaken to the Stock Exchange
and our Company respectively that within the period commencing from the date by reference
to which disclosure of his/its shareholdings in our Company is made in this prospectus and
ending on the date which is 12 months from the Listing Date, he/it will immediately inform our
Company and the Stock Exchange in writing of:
(i) any pledge(s) or charge(s) of any Locked-up Securities of the Controlling Shareholders
directly or indirectly 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
as permitted under the Listing Rules, and the number of such Locked-up Securities of
the Controlling Shareholders so pledged or charged; and
(ii) any indication(s) received by him/it, either verbal or written, from any pledgee or
chargee of any Shares or other securities of our Company pledged or charged that any
of such Shares or other share capital will be sold, transferred or disposed of.
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We will also inform the Stock Exchange as soon as we have been informed of the above
matters (if any) by our Controlling Shareholders and disclose such matters in accordance with
the publication requirements under Rule 2.07C of the Listing Rules as soon as possible after
being so informed by our Controlling Shareholders.
(B) Undertakings by the Key Persons
Pursuant to Rule 18C.14(1) of the Listing Rules, the key persons of our Company (the
“Key Persons ”), comprising (a) Mr. Wu, one of our Co-founders and our Controlling
Shareholders, our Chairman, executive Director and chief executive officer; (b) Mr. Jiang, one
of our Co-founders and our Controlling Shareholders; (c) Mr. Zhou, one of our Co-founders
and our Controlling Shareholders, our executive Director, chief products officer and deputy
general manager; (d) Mr. Peng, one of our Co-founders and our Controlling Shareholders,
head of innovation business division and deputy general manager; (e) Mr. Zhao, one of our
Co-founders; and (f) Mr. Chiang, our executive Director, chief financial officer, Board
secretary and joint company secretary, have undertaken to each of the Stock Exchange and
our Company that, except as permitted under the Listing Rules, each of them will not, and
will procure that the relevant registered holder(s) will not at any time 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 in respect of any of the securities of our Company,
the options granted to them under the Pre-IPO Incentive Schemes and the partnership
interests in Beijing Simaju to be transferred to them upon the exercise of their vested options,
in respect of which any of them is shown in this prospectus to be the beneficial owners (the
“Locked-up Securities of the Key Persons ”); provided that the above restriction shall not
prevent them from (i) disposing of any interest in the Locked-up Securities of the Key Persons
in the circumstances provided under Rule 18C.15 of the Listing Rules, or (ii) using the
Locked-up Securities of the Key Persons (including a charge or a pledge) in favor of an
authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong)) for a bona fide commercial loan.
Pursuant to Note 2 to Rule 18C.14 of the Listing Rules, each of our Key Persons has
further undertaken to the Stock Exchange and our Company respectively that within the
period commencing from the date by reference to which disclosure of his shareholdings in our
Company is made in this prospectus and ending on the date which is 12 months from the
Listing Date, he will immediately inform our Company and the Stock Exchange in writing of:
(i) any pledge(s) or charge(s) of any Locked-up Securities of the Key Persons directly or
indirectly 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 as permitted
under the Listing Rules, and the number of such Locked-up Securities of the Key
Persons so pledged or charged; and
(ii) any indication(s) received by him, either verbal or written, from any pledgee or chargee
that any of the pledged or charged Locked-up Securities of the Key Persons so pledged
or charged that any of such Locked-up Securities of the Key Persons will be sold,
transferred or disposed of.
(C) Undertakings by our Pathfinder SIIs
Pursuant to Rule 18C.14(2) of the Listing Rules, our Pathfinder SIIs have undertaken to
each of the Stock Exchange and our Company that, except as permitted under the Listing
Rules, they will not, and will procure that the relevant registered holder(s) will not, at any time
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 6 months from the
Listing Date, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of any of the securities of our Company
in respect of which our Pathfinder SIIs are shown in this prospectus to be the beneficial
owners (the “ Locked-up Securities of the Pathfinder SIIs ”); provided that the above restriction
shall not prevent them from (i) using the Locked-up Securities of the Pathfinder SIIs
(including a charge or a pledge) in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the laws of Hong Kong)) for a bona fide commercial
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loan, or (ii) disposing of any interest in the Locked-up Securities of the Pathfinder SIIs in the
circumstances provided under Rule 18C.15 of the Listing Rules.
Pursuant to Note 2 to Rule 18C.14 of the Listing Rules, each of our Pathfinder SIIs has
further undertaken to the Stock Exchange and our Company respectively that within the
period commencing from 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 6 months from the Listing
Date, it will immediately inform our Company and the Stock Exchange in writing of:
(i) any pledge(s) or charge(s) of any Locked-up Securities of the Pathfinder SIIs directly or
indirectly 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 as permitted
under the Listing Rules, and the number of such Locked-up Securities of the Pathfinder
SIIs so pledged or charged; and
(ii) any indication(s) received by it, either verbal or written, from any pledgee or chargee
that any of the pledged or charged Locked-up Securities of the Pathfinder SIIs so
pledged or charged that any of such Locked-up Securities of the Pathfinder SIIs will be
sold, transferred or disposed of.
We will also inform the Stock Exchange as soon as we have been informed of the above
matters (if any) by the Key Persons and our Pathfinder SIIs and disclose such matters in
accordance with the publication requirements under Rule 2.07C of the Listing Rules as soon
as possible after being so informed by the Key Persons and our Pathfinder SIIs.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by our Company
Except for the offer and sale of the Offer Shares pursuant to the Global Offering
(including pursuant to the Offer Size Adjustment Option) or otherwise in compliance with the
Listing Rules, during the period commencing on the date of the Hong Kong Underwriting
Agreement and ending on, and including, the date that is six months after the Listing Date
(the “ First Six-Month Period ”), our Company undertakes to each of the Sole Sponsor, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries and the Hong Kong Underwriters not to, and to
procure each other member of our Group not to, without the prior written consent of the Sole
Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters):
(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 an encumbrance over, or agree to transfer or dispose of or create an encumbrance
over, either directly or indirectly, conditionally or unconditionally, or repurchase, any
legal or beneficial interest in any H Shares or other securities of our Company, or any
interest in any of the foregoing (including 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 deposit any H Shares or other securities of
our Company with a depositary in connection with the issue of depositary receipts; 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 any H Shares or other securities of
our Company, or any interest in any of the foregoing (including 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
(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,
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in each case, whether any of the transactions specified (a), (b) or (c) above is to be settled by
delivery of H Shares or other securities of our Company, or in cash or otherwise (whether or
not the issue of such H Shares or other shares or 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 take all reasonable
steps to ensure that it will not create a disorderly or false market in the securities of our
Company. Each of our Controlling Shareholders undertakes to each of the Sole Sponsor, the
Overall Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint
Bookrunners, the Capital Market Intermediaries and the Hong Kong Underwriters to procure
our Company and each other member of our Group to comply with the undertakings.
(B) Undertakings by our Controlling Shareholders
Each of our Controlling Shareholders has jointly and severally undertaken to each of
our Company, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the
Hong Kong Underwriters not to, without the prior written consent of the Sole Sponsor and
the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and
unless in compliance with the requirements of the Listing Rules, at any time during the period
commencing on the date of the Hong Kong Underwriting Agreement and ending on, and
including, the date that is 12 months after the Listing Date (the “ 12-Month Period ”), that he/it
will not, and will procure that the relevant registered holder(s), any nominee or trustee
holding on trust for him/it and the companies controlled by him/it will not:
(a) offer, pledge, charge, sell, contract or agree to sell, mortgage, charge, hypothecate, lend,
grant or sell any option, warrant, contract or right to purchase, grant, or purchase any
option, warrant, contract or right to sell, grant or agree to grant any option, right or
warrant to purchase or subscribe for, lend or otherwise transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally, any
Shares or other securities of our Company or any interest in any of the foregoing
(including, but not limited to, any securities that are convertible into or exchangeable or
exercisable for, or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or other securities of our Company) beneficially owned by him/it
as of the Listing Date (the “ Locked-up Securities ”);
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of, any Locked-up Securities;
(c) enter into any transaction with the same economic effect as any transaction described in
(a) or (b) above; or
(d) offer to or contract to or agree to or publicly disclose that he or it will or may enter into
any transaction described in (a), (b) or (c) above,
whether any such transaction described in paragraphs (a), (b), and (c) above is to be settled by
delivery of such Shares or other securities of our Company, in cash or otherwise (whether or
not the settlement or delivery of such Shares or other securities will be completed within the
12-Month Period).
Until the expiry of the 12-Month Period, in the event that they or the relevant registered
holder(s) enters into any such transactions specified in paragraphs (a), (b) or (c) above or
offers to or agrees to or contracts to, or publicly announces an intention to enter into any such
transactions, they will take all reasonable steps to ensure that they will not create a disorderly
or false market in the securities of our Company; and at any time after the date of the Hong
Kong Underwriting Agreement up to and including the date falling 12 months after the
Listing Date, they will and will procure that the relevant registered holder(s) will (a) if and
when they or it pledges or charges any Shares or other securities of our Company beneficially
owned by them, immediately inform our Company in writing of such pledge or charge
together with the number of Shares or other securities of our Company so pledged or charged;
and (b) if and when they or the relevant registered holder(s) receive indications, either verbal
or written, from any pledgee or chargee that any of the pledged or charged Shares or other
UNDERWRITING
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securities of our Company will be disposed of, immediately inform our Company in writing of
such indications. Our Company shall, as soon as reasonably practicable upon receiving such
information in writing from our Controlling Shareholders and if required pursuant to the
Listing Rules, notify the Stock Exchange and make a public disclosure in relation to such
information by way of an announcement.
Our Controlling Shareholders’ undertakings do not apply to any pledge or charge or
any Shares or other equity 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 Shares or other equity securities of our Company) after the Global Offering in
favor of an authorized institution as defined in the Banking Ordinance for a bona fide
commercial loan.
Indemnity
Each of our Company and our Controlling Shareholders has agreed to indemnify each
of the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries for certain losses which they may suffer, including any breach by them,
respectively, of the Hong Kong Underwriting Agreement or certain provisions thereof.
UNDERWRITING COMMISSION AND EXPENSES
Our Company will pay an underwriting commission of 3% of the aggregate Offer Price
of all the Offer Shares, including Offer Shares to be issued pursuant to the Offer Size
Adjustment Option (the “ Fixed Fees ”). Our Company may, at our sole and absolute
discretion, pay an incentive fee of up to 1% of the Offer Price in respect of all the Offer Shares
(including Offer Shares to be issued pursuant to the Offer Size Adjustment Option) (the
“Discretionary Fees ”). For the purpose of disclosure of the ratio of fixed and discretionary
fees payable (the “ Fee Split Ratio ”) as required under paragraph 3B of Appendix D1A to the
Listing Rules, the Fee Split Ratio will be approximately 55.52:44.48 (based on the Offer Price
of HK$60.30 per Offer Share and on the basis that the Discretionary Fees will be fully paid
and the Offer Size Adjustment Option is not exercised). 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.
The aggregate commissions and fees, together with the listing fees, SFC transaction
levy, the Stock Exchange trading fee, AFRC transaction levy, legal and other professional
fees, printing and other expenses payable by us relating to the Global Offering are estimated to
amount to approximately RMB67.2 million (approximately HK$76.7 million) in total (based
on the Offer Price of HK$60.30 per Offer Share and assuming the Offer Size Adjustment
Option is not exercised).
HONG KONG UNDERWRITERS’ INTERESTS IN OUR COMP ANY
Save for their respective obligations under the Hong Kong Underwriting Agreement
and as disclosed in this prospectus, as of the Latest Practicable Date, none of the Hong Kong
Underwriters is interested directly or indirectly in any Shares or securities in our Company or
any other member of the Group or has any right or option (whether legally enforceable or not)
to subscribe for, or to nominate persons to subscribe for, any Shares or securities in our
Company or any other member of the Group.
Following completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
obligations under the Hong Kong Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
We describe below a variety of activities that underwriters of the Hong Kong Public
Offering and the International Offering, together referred to as “Syndicate Members”, may
each individually undertake, and which do not form part of the underwriting process. When
UNDERWRITING
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engaging in any of these activities, it should be noted that the Syndicate Members are subject
to restrictions, including the following:
(a) under the agreement among the Syndicate Members, all of them 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) all of them must comply with all applicable laws, including the market misconduct
provisions of the SFO, including the provisions prohibiting insider dealing, false
trading, price rigging and stock market manipulation.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In relation
to the H Shares, those activities could include acting as agent for buyers and sellers of the H
Shares, entering into transactions with those buyers and sellers in a principal capacity,
proprietary trading in the H Shares and entering into over-the-counter or listed derivative
transactions or listed and unlisted securities transactions (including issuing securities such as
derivative warrants listed on a stock exchange) which have the H Shares as their or part of
their underlying assets. Those activities may require hedging activity by those entities
involving, directly or indirectly, buying and selling the H Shares.
All such activities could occur in Hong Kong and elsewhere in the world and may result
in the Syndicate Members and their affiliates holding long and/or short positions in the H
Shares, in baskets of securities or indices including the H Shares, in units of funds that may
purchase the H Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Shares as their or part of their underlying assets, whether on the Stock Exchange or
on any other stock exchange, the rules of the relevant 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 Shares in most cases.
Such activities may affect the market price or value of the H Shares, the liquidity or
trading volume in the H Shares and the volatility of their share price, and the extent to which
this occurs from day to day cannot be estimated.
SOLE SPONSOR’S INDEPENDENCE
The Sole Sponsor satisfies the independence criteria applicable to sponsors as set out in
Rule 3A.07 of the Listing Rules.
UNDERWRITING
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THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares initially offered
We are initially offering 723,100 Hong Kong Offer Shares at the Offer Price,
representing approximately 5% of the total number of Offer Shares initially available under
the Global Offering, at the Offer Price for subscription by the public in Hong Kong, and (ii)
representing approximately 0.4% of our Company’s enlarged issued share capital immediately
after completion of the Global Offering, assuming that the Offer Size Adjustment Option is
not exercised.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors. Professional investors generally include brokers,
dealers and companies (including fund managers) whose ordinary business involves dealing in
shares and other securities, and corporate entities which regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in
the paragraph headed “— Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares
validly applied for by applicants. Such allocation could, where appropriate, consist of
balloting, which 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.
The total number of Hong Kong Offer Shares available under the Hong Kong Public
Offering (after taking account of any reallocation referred to below) will be divided into two
pools (with any odd board lots being allocated to pool A) for allocation purposes.
(a) Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to
valid applicants who have applied for Hong Kong Offer Shares with an aggregate
subscription price of HK$5 million (excluding the brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy payable) or less.
(b) Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to
valid applicants who have applied for Hong Kong Offer Shares with an aggregate
subscription price of more than HK$5 million (excluding the brokerage, SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy
payable) and up to the total value of pool B.
For the purpose of this sub-section only, the “subscription price” for Hong Kong Offer
Shares means the price payable on application (without regard to the Offer Price as finally
determined).
Applicants should be aware that applications in Pool A and applications in Pool B may
receive different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two
pools are undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool
A or Pool B, but not from both pools. Multiple or suspected multiple applications and any
application for more than 361,550 Hong Kong Offer Shares will be rejected.
STRUCTURE OF THE GLOBAL OFFERING
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Reallocation and Clawback
Paragraph 4.2 of Practice Note 18 (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 total number of Offer Shares offered under the Global Offering if the International
Offering is fully subscribed or oversubscribed and the certain prescribed total demand levels
are reached under the Hong Kong Public Offering, subject to the following:
(a) If the number of the Offer Shares validly applied for under the Hong Kong Public
Offering represents 10 times or more but less than 50 times the number of the Offer
Shares initially available for subscription under the Hong Kong Public Offering, then
the Offer Shares will be reallocated to the Hong Kong Public Offering from the
International Offering, so that the total number of the Offer Shares available under the
Hong Kong Public Offering will be 1,446,150 Offer Shares, representing approximately
10% of Offer Shares initially available under the Global Offering.
(b) If the number of the Offer Shares validly applied for under the Hong Kong Public
Offering represents 50 times or more of the number of the Offer Shares initially
available for subscription under the Hong Kong Public Offering, then the number of
Offer Shares to be reallocated to the Hong Kong Public Offering from the International
Offering will be increased so that the total number of the Offer Shares available under
the Hong Kong Public Offering will be 2,892,250 Offer Shares, representing
approximately 20% of the Offer Shares initially available under the Global Offering.
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Overall Coordinators. Subject to the foregoing paragraph, the Overall
Coordinators may in their discretion reallocate Offer Shares from the International Offering
to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public
Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall
Coordinators will have the discretion (but shall not be under any obligation) to reallocate to
the International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts
as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate.
In addition to any mandatory reallocation required as described above, the Offer Shares
to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in the
International Offering may, in certain circumstances, be reallocated between these offerings at
the discretion of the Overall Coordinators. 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 the
guidance in Chapter 4.14 of the Listing Guide as follows: if (i) the International Offer Shares
are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
are undersubscribed; or (ii) the International Offer Shares are fully subscribed or
oversubscribed and the Hong Kong Offer Shares is fully subscribed or oversubscribed and the
Hong Kong Offer Shares are oversubscribed by less than 10 times of the number of Hong
Kong Offer Shares initially available under the Hong Kong Public Offering, provided that the
Offer Price would be set at HK$60.30 per Offer Share, up to 723,100 Offer Shares may be
reallocated to the Hong Kong Public Offering from the International Offering, so that the
total number of the Offer Shares available under the Hong Kong Public Offering following
such reallocation will be increased to 1,446,200 Offer Shares, representing twice of the
number of the Offer Shares initially available under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Applications
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s)
for whose benefit he is making the application has not applied for or taken up, or indicated an
interest in, and will not apply for or take up, or indicate an interest in, any International Offer
Shares under the International Offering, and such applicant’s application under 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).
Applicants under the Hong Kong Public Offering may be required to pay, on
application (subject to application channels), the Offer Price of HK$60.30 per Offer Share in
addition to the brokerage, SFC transaction levy, the Stock Exchange trading fee and the
AFRC transaction levy payable on each Offer Share. Further details are set out below in the
section headed “How to Apply for Hong Kong Offer Shares” in this prospectus.
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The number of Offer Shares to be initially offered under the International Offering will
be 13,738,100 Offer Shares (subject to reallocation and the Offer Size Adjustment Option),
representing approximately 95% of the total number of Offer Shares initially available under
the Global Offering, and approximately 8.5% of our Company’s enlarged issued share capital
immediately after completion of the Global Offering, assuming that the Offer Size
Adjustment Option is not exercised.
Allocation
Pursuant to the International Offering, the International Underwriters will
conditionally place the International Offer Shares with institutional and professional
investors and other investors and expected to have a sizeable demand for the H Shares in Hong
Kong and other jurisdictions outside the United States in offshore transactions in reliance on
Regulation S. The International Offering is subject to the Hong Kong Public Offering being
unconditional.
Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in the paragraph headed “— Pricing
and Allocation” in this section and based on a number of factors, including the level and
timing of demand, total size of the relevant investor’s invested assets or equity assets in the
relevant sector and whether or not it is expected that the relevant investor is likely to buy
further, and/or hold or sell, the Offer Shares, after the Listing. Such allocation is intended to
result in a distribution of the Offer Shares on a basis which would lead to the establishment of
a solid Shareholder base to the benefit of our Company and our Shareholders as a whole. In
addition, pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of
shares offered in the Global Offering (excluding any shares to be issued pursuant to the
exercise of the Offer Size Adjustment Option) will be taken up by independent price setting
investors, as defined under the Listing Rules, in the International Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) and the
Sole Sponsor 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 and the Sole Sponsor
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 application of Offer Shares under the
International Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Reallocation and Clawback
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of the clawback arrangement, the exercise of the Offer Size
Adjustment Option in whole or in part, and any reallocation of unsubscribed Offer Shares
originally included in the Hong Kong Public Offering and/or any Offer Shares from the
International Offering to the Hong Kong Public Offering at the discretion of the Overall
Coordinators.
Offer Size Adjustment Option
In order to provide our Company with the flexibility to increase the number of Offer
Shares available for purchase under the International Offering to cover additional market
demand, our Company is expected to grant to the International Underwriters the Offer Size
Adjustment Option, exercisable by the Overall Coordinators at their absolute discretion (on
behalf of the International Underwriters) on or before the second business day prior to the
Listing Date and will lapse immediately thereafter, to require our Company to issue and allot
up to an aggregate of 2,169,150 additional H Shares, representing in aggregate approximately
15% of the total number of the Offer Shares initially available under the Global Offering, at
the Offer Price, to cover any excess demand in the International Offering.
If the Offer Size Adjustment Option is exercised in full, the additional H Shares to be
issued pursuant thereto will represent approximately 1.3% of our issued share capital
immediately following the completion of the Global Offering and the full exercise of the Offer
Size Adjustment Option.
In considering whether to exercise the Offer Size Adjustment Option, our Company and
the Overall Coordinators will take into account a number of factors, including, among other
things:
(a) whether the level of interest expressed by prospective professional and
institutional investors during the book-building process under the International
Offering is sufficient to cover the total number of Offer Shares, which represents
the aggregate of the Offer Shares initially available under the Global Offering and
the additional H Shares upon any exercise of the Offer Size Adjustment Option;
(b) the prices at which prospective professional and institutional investors have
indicated they would be prepared to acquire the Offer Shares in the course of the
book-building process;
(c) the quality of investors, with a view to establishing a solid professional
institutional and investor shareholder base to the benefit of our Company and its
Shareholders as a whole; and
(d) general market conditions.
The dilution effect of the Offer Size Adjustment Option is set out below:
Number of
H Shares issued
under the Global
Offering before the
exercise of the
Offer Size
Adjustment Option
(“Original
Subscribers”)
Approximate
percentage of
total issued share
capital held by
the Original
Subscribers before
the exercise of the
Offer Size
Adjustment Option
Number of
H Shares issued
under the Global
Offering after the
exercise of the
Offer Size
Adjustment Option
Approximate
percentage of
total issued share
capital held by
the Original
Subscribers after
the exercise of the
Offer Size
Adjustment Option
14,461,200 8.90% 16,630,350 8.78%
The Offer Size Adjustment Option will not be used for price stabilization purposes and
will not be subject to the provisions of the Securities and Futures (Price Stabilizing) Rules
(Chapter 571W of the Laws of Hong Kong).
STRUCTURE OF THE GLOBAL OFFERING
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If the Offer Size Adjustment Option is exercised in full, the additional net proceeds
received from the placing of the additional H Shares allotted and issued will be allocated in
accordance with the allocations as disclosed in the section headed “Future Plans and Use of
Proceeds” in this prospectus, on a pro rata basis.
The Company will disclose in its allotment results announcement if and to what extent
the Offer Size Adjustment Option has been exercised, or will confirm that if the Offer Size
Adjustment Option has not been exercised by the second business day prior to the Listing
Date, it will lapse and cannot be exercised at any future date. Any exercise of the Offer Size
Adjustment Option will be subject to the relevant requirements under the applicable rules and
regulations.
PRICING AND ALLOCATION
The Offer Price will be HK$60.30 per Offer Share, unless otherwise announced, as
further explained below. Applicants under the Hong Kong Public Offering may be required to
pay, on application (subject to application channels), the Offer Price of HK$60.30 per Offer
Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy
of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of
0.00015%.
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 Offer Price per Offer Share under the Hong Kong Public Offering will be identical
to the Offer Price per Offer Share under the International Offering based on the Hong Kong
dollar price per Offer Share under the International Offering, as determined by the Overall
Coordinators, for themselves and on behalf of the Underwriters, and our Company.
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 and institutional 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 on or prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such case, we will, as soon as
practicable following the decision to make such reduction, and in any event not later than the
morning of the day which is the last day for lodging applications under the Hong Kong Public
Offering, cause to be published on the website of the Stock Exchange at www.hkexnews.hk and
our Company at www.uisee.com , notice of the reduction, the cancellation of the Global
Offering and the relaunch of the Global Offering at the revised number of Offer Shares and/or
the revised Offer Price.
This notice will also include confirmation or revision, as appropriate, of the working
capital statement and the Global Offering statistics as set out in this prospectus, as well as any
other financial information which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition
to publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer Shares being offered and/or the revised Offer Price. The Global
Offering will be canceled and subsequently relaunched on FINI pursuant to the supplemental
prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price may not be made until the last day for lodging applications under the
Hong Kong Public Offering. In the absence of any such notice so published, the number of
Offer Shares will not be reduced.
STRUCTURE OF THE GLOBAL OFFERING
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In the event of a reduction in the number of Offer Shares, the Overall Coordinators (for
and on behalf of the Underwriters) may, at their discretion, reallocate the number of Offer
Shares to be offered in the Hong Kong Public Offering and the International Offering. The
Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered
in the International Offering may, in certain circumstances, be reallocated between these
offerings at the discretion of the Overall Coordinators (for and on behalf of the
Underwriters).
The level of indications of interest in the Global Offering, the results of allocations and
the basis of allotment of the Hong Kong Offer Shares are expected to be made available
through a variety of channels in the manner described in the section headed “How to Apply
for Hong Kong Offer Shares — B. Publication of Results”.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares pursuant to the Global Offering will be
conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the H Shares in issue and to be issued pursuant to the Global Offering (including the
additional Offer Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option), and such listing and permission not subsequently having been
revoked prior to the commencement of dealings in the H Shares on the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
Monday, May 18, 2026; and
(c) the obligations of the Underwriters under the respective Underwriting Agreements
becoming and remaining unconditional (including, if relevant, as a result of the waiver
of any conditions by the Overall Coordinators, for themselves and on behalf of the
Underwriters) and not having been terminated in accordance with the terms of the
respective agreements in each case on or before the dates and times as specified in the
Underwriting Agreements (unless and to the extent such conditions are validly waived
on or before such dates and times) and in any event no later than Thursday, June 11,
2026 (i.e., the 30th day after the date of this prospectus).
The completion of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with their 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 our Company and on the
websites of Stock Exchange at www.hkexnews.hk and our Company at www.uisee.com on the
next Business Day following such lapse. In such eventuality, all application monies will be
returned, without interest, on the terms set out in the section headed “How to Apply for Hong
Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of
Application Monies”. In the meantime, all application monies will be held in separate bank
account(s) with the receiving bankers or other bank(s) in Hong Kong licensed under the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended).
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, amongst other things, the other becoming unconditional and
not having been terminated in accordance with its terms.
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on the Listing Date provided that (i) the Global Offering has become unconditional in all
respects, and (ii) the right of termination as described in the section headed “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong Underwriting Agreement —
Grounds for Termination” has not been exercised. Investors who trade the H Shares prior to
the receipt of H Share certificates or prior to the H Share certificates bearing valid evidence of
title do so entirely at their own risk.
STRUCTURE OF THE GLOBAL OFFERING
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Application for Listing on the Stock Exchange
We have applied to the Listing Committee for the granting of the listing of, and
permission to deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including any H Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option) on the Main Board of the Stock Exchange and the Conversion of
Unlisted Shares into H Shares.
SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS, established and operated by HKSCC.
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.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Wednesday, May 20, 2026, it is expected that dealings in the H Shares
on the Stock Exchange will commence at 9:00 a.m. on Wednesday, May 20, 2026.
The H Shares will be traded in board lots of 50 H Shares each and the stock code of the
H Shares will be 1511.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website
at www.uisee.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 (i) are 18 years of age or older; (ii) are outside the United States; and (iii) have
a Hong Kong address (for the HK eIPO White Form service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by
the Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for (i) are an existing Shareholder or his/her/its
close associates; or (ii) are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, May 12, 2026
and end at 12:00 noon on Friday, May 15, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
HK eIPO White
Form service
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 Tuesday, May
12, 2026 to 11:30 a.m. on
Friday, May 15, 2026, Hong
Kong time.
The latest time for completing
full payment of application
monies will be 12:00 noon on
Friday, May 15, 2026, Hong
Kong time.
HKSCC EIPO
channel
Y ourbroker or
custodian w h oi sa
HKSCC
Participant will
submit an EIPO
application on
your behalf
through HKSCC’s
FINI system in
accordance with
your instruction
Investors who would not like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
the name of HKSCC
Nominees, deposited directly
into CCASS and credited to
your designated HKSCC
Participant’s stock account.
Contact your broker or
custodian for the earliest and
latest time for giving such
instructions, as this may vary
by broker or custodian .
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The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject
to capacity limitations and potential service interruptions and you are advised not to wait
until the last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete
payment in respect of any application instructions given by you or for your benefit through
the HK eIPO White Form service to make an application for Hong Kong Offer Shares, an
actual application shall be deemed to have been made. If you are a person for whose benefit
the electronic application instructions are given, you shall be deemed to have declared that only
one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one
set of electronic application instructions for the benefit of the person for whom you are an
agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White
Form service more than once and obtaining different payment reference numbers without
effecting full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in
this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on
your behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of
you jointly and severally) are deemed to have instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for
Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this
prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instructions given by you or for your benefit to
HKSCC (in which case an application will be made by HKSCC Nominees on your behalf)
provided such application instruction has not been withdrawn or otherwise invalidated before
the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
• Full name(s) 2 as shown on your identity
document
• Full name(s) 2 as shown on your identity
document
• Identity document’s issuing country or
jurisdiction
• Identity document’s issuing country or
jurisdiction
• Identity document type, with order of
priority:
• Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
• Identity document number
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
• Identity document number
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Notes:
(1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number
of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’
names.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for shares in a public offer. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
(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 (i) control the composition of the board of directors of the company; (ii)
control more than half of the voting power of the company; or (iii) 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 the 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.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 50 H Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$60.30 per Offer Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application, in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding
requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
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By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at
the Designated Bank for your broker or custodian .
If you are applying through the HK eIPO White Form
service, you may refer to the table below for the amount
payable for the number of H Shares you have selected.
Y ou must pay the respective amount payable on
application in full upon application for Hong Kong
Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
50 3,045.40 600 36,544.87 4,000 243,632.50 40,000 2,436,325.02
100 6,090.81 700 42,635.68 4,500 274,086.57 50,000 3,045,406.28
150 9,136.21 800 48,726.50 5,000 304,540.62 60,000 3,654,487.54
200 12,181.63 900 54,817.32 6,000 365,448.75 70,000 4,263,568.79
250 15,227.03 1,000 60,908.13 7,000 426,356.88 80,000 4,872,650.05
300 18,272.44 1,500 91,362.19 8,000 487,265.00 90,000 5,481,731.30
350 21,317.84 2,000 121,816.25 9,000 548,173.12 100,000 6,090,812.56
400 24,363.25 2,500 152,270.32 10,000 609,081.25 200,000 12,181,625.10
450 27,408.65 3,000 182,724.37 20,000 1,218,162.51 300,000 18,272,437.66
500 30,454.06 3,500 213,178.44 30,000 1,827,243.76 361,550
(1) 22,021,332.77
(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 the paragraph headed “— A. Applications for
Hong Kong Offer Shares — 3. Information Required to Apply” in this section. If you are
suspected of submitting or cause to submit more than one application, all of your
applications will be rejected.
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Multiple applications made either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
further for any Offer Shares in the Global Offering.
The H Share Registrar would record all applications into its system and identify
suspected multiple applications with identical names and identification document numbers
according to the Best Practice Note on Treatment of Multiple/Suspected Multiple
Applications (“ Best Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(a) undertake to execute all relevant documents and instruct and authorise us and/or the
Overall Coordinators, as our agent, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(b) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the 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;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
(d) confirm that you are aware of the restrictions on offers and sales of shares set out in this
prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(e) confirm that you have read this prospectus and any supplement to it and have 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;
(f) agree that the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market
Intermediaries, any of their or our Company’s respective directors, officers, employees,
partners, agents, advisers and any other parties involved in the Global Offering (the
“Relevant Persons ”), the H Share Registrar and HKSCC will not be liable for any
information and representations not in this prospectus and any supplement to it;
(g) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “— G. Personal Data — 3. Purposes and 4.
Transfer of personal data” in this section;
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(h) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(i) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication of
Results” in this section;
(j) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(k) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(l) agree to comply with the Companies Ordinance, 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;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is
not financed directly or indirectly by our Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of our 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 our Company, any of
the directors, chief executives, substantial shareholders) or existing shareholders) of
our Company or any of its subsidiaries or any of their respective close associates in
relation to the acquisition, disposal, voting or other disposition of the H Shares
registered in your name or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we 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;
(p) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(q) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(r) (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
(s) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for or for
the benefit of that person or by that person or by any other person as agent for that
person by giving electronic application instructions to HKSCC or the HK eIPO White
Form Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
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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 From the “ Allotment Results” page at www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result) with a “search by ID” function
24 hours, no later than 11:00 p.m.
on Tuesday, May 19, 2026 to 12:00
midnight on Monday, May 25,
2026 (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 or www.tricor.com.hk/ipo/result .
The Stock Exchange’s website at www.hkexnews.hk and our
website at www.uisee.com which will provide links to the
above-mentioned websites of the H Share Registrar.
No later than 11:00 p.m. on
Tuesday, May 19, 2026 (Hong
Kong time)
Telephone +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 Wednesday, May 20, 2026 to
Tuesday, May 26, 2026 (Hong
Kong time) on a Business Day
For those applying through the HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Monday, May 18, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m.
on Monday, May 18, 2026 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the level of indications of interest in the
International Offering, the level of applications in the Hong Kong Public Offering and the
basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.uisee.com by no later than 11:00 p.m. on Tuesday,
May 19, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
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2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the 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:
(i) you make multiple applications or suspected multiple applications. Y ou may refer to
the paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications; (ii) your
application instruction is incomplete; (iii) your payment (or confirmation of funds, as the case
may be) is not made correctly; (iv) the Underwriting Agreements do not become
unconditional or are terminated; or (v) we or the Overall Coordinators believe that by
accepting your application, we or they 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
banks 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. DESP ATCH/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.
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H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
May 20, 2026 (Hong Kong time), provided that the Global Offering has become unconditional
and the right of termination described in the section headed “Underwriting” has not been
exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H
Share certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application of
200,000 Hong Kong
Offer Shares or more
Collection in person at H Share
Registrar, Tricor Investor Services
Limited, at 17/F , Far East Finance
Centre, 16 Harcourt Road, Hong Kong
Time : from 9:00 a.m. to 1:00 p.m. on
Wednesday, May 20, 2026 (Hong Kong
time)
H Share certificate(s) will be issued in
the name of HKSCC Nominees,
deposited into CCASS and credited to
your designated HKSCC Participant’s
stock account.
No action by you is required.
If you are an individual, you must not
authorise any other person to collect for
you. If you are a corporate applicant,
your authorised representative must
bear a letter of authorization from your
corporation stamped with your
corporation’s chop.
Both individuals and authorised
representatives must produce, at the time
of collection, evidence of identity
acceptable to the H Share Registrar.
Note : If you do not collect your H Share
certificate(s) personally within the time
above, it/they will be sent to the address
specified in your application instructions
by ordinary post at your own risk.
For application of less
than 200,000 Hong
Kong Offer Shares
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 : Tuesday, May 19, 2026.
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement being in force in Hong Kong in the morning on Tuesday, May 19,
2026, rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely
manner, in which case our Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “E. Bad Weather Arrangements” in this section.
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HK eIPO White Form service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date Wednesday, May 20, 2026 Subject to the arrangement between you
and your broker or custodian
Responsible party H Share Registrar Y our broker or custodian
Application monies paid
through single bank
account
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
Refund cheque(s) will be despatched to
the address as specified in your
application instructions by ordinary
post at your own risk
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Friday, May 15, 2026 if, there is/are (i) a
tropical cyclone warning signal number 8 or above; (ii) a black rainstorm warning; and/or (iii)
Extreme Conditions, (collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time
between 9:00 a.m. and 12:00 noon on Friday, May 15, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next Business Day which does not have Bad Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of
the application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this prospectus, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.uisee.com of the revised timetable.
If a Bad Weather Signal is hoisted on Tuesday, May 19, 2026, the H Share Registrar will
make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Wednesday, May
20, 2026.
If a Bad Weather Signal is hoisted on Tuesday, May 19, 2026, for application of less
than 200,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be
made by ordinary post when the post office re-opens after the Bad Weather Signal is lowered
or cancelled (e.g. in the afternoon of Tuesday, May 19, 2026 or on Wednesday, May 20, 2026).
If a Bad Weather Signal is hoisted on Wednesday, May 20, 2026, for application of
200,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for
collection in person at the H Share Registrar’s office after the Bad Weather Signal is lowered
or cancelled (e.g. in the afternoon of Wednesday, May 20, 2026 or on Thursday, May 21,
2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share certificates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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 our 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 our 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 our Company or its agents and the H Share Registrar is
accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the H Share
Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our
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 our
Company and the H Share Registrar immediately of any inaccuracies in the personal data
supplied.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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 our 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 our 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
our Company and the H Share Registrar to discharge their obligations to
applicants and holders of the H Shares and/or regulators and/or any other
purposes to which applicants and holders of the H Shares may from time to time
agree.
4. Transfer of personal data
Personal data held by our Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but our 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:
• our 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 our Company or the
H Share Registrar in connection with their respective business operation;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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• 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
Our Company and the H Share Registrar will keep the personal data of the applicants
and holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for
which the personal data were collected. Personal data which is no longer required will be
destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain
whether our 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. Our 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 our Company and the H Share
Registrar, at their registered address disclosed in the section headed “Corporate information”
in this prospectus or as notified from time to time, for the attention of the company secretary,
or the H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF UISEE TECHNOLOGIES (BEIJING) CO., LTD. AND CITIC
SECURITIES (HONG KONG) LIMITED
Introduction
We report on the historical financial information of Uisee Technologies (Beijing) Co.,
Ltd. (the “ Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-78,
which comprises the consolidated statements of profit or loss, statements of comprehensive
income, statements of changes in equity and statements of cash flows of the Group for each of
the years ended 31 December 2023, 2024 and 2025 (the “ Relevant Periods ”) and the
consolidated statements of financial position of the Group and the statements of financial
position of the Company as at 31 December 2023, 2024 and 2025, and material accounting
policy information and other explanatory information (together, the “ Historical Financial
Information ”). The Historical Financial Information set out on pages I-3 to I-78 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated 12 May 2026 (the “ Prospectus ”) in connection with the initial listing of the
shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited
(the “ Stock Exchange ”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information, and for such internal
control as the directors determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and
to report our opinion to you. We conducted our work in accordance with Hong Kong
Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on
Historical Financial Information in Investment Circulars as issued by the Hong Kong Institute
of Certified Public Accountants (“ HKICP A”). 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 2023, 2024 and 2025 and of the financial performance and cash
flows of the Group for each of the Relevant Periods in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 327 ---
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange
and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no
dividends have been paid by the Company in respect of the Relevant Periods.
Ernst & Young
Certified Public Accountants
Hong Kong
12 May 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 328 ---
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 Historical Financial Information of the Group for the Relevant Periods, on which
the Historical Financial Information is based, was audited by Ernst & Y oung in accordance
with Hong Kong Standards on Auditing (“ HKSAs ”) as 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.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
REVENUE 5 161,363 265,496 328,257
Cost of sales (82,546) (149,489) (160,380)
Gross profit 78,817 116,007 167,877
Other income and gains 5 22,553 20,748 7,308
Selling and marketing expenses (68,721) (76,110) (83,349)
Administrative expenses (57,440) (63,254) (66,415)
Research and development expenses (184,396) (196,447) (233,690)
Impairment losses on trade receivables
and contract assets, net (572) (7,550) (16,966)
Other expenses and losses (140) (1,516) (566)
Finance costs 7 (2,980) (3,076) (3,158)
Share of loss of a joint venture 16 (247) (381) (1,211)
LOSS BEFORE TAX 6 (213,126) (211,579) (230,170)
Income tax expense 10 –––
LOSS FOR THE YEAR (213,126) (211,579) (230,170)
Loss attributable to:
Owners of the parent (212,402) (207,511) (226,725)
Non-controlling interests (724) (4,068) (3,445)
(213,126) (211,579) (230,170)
LOSS PER SHARE ATTRIBUTABLE
TO ORDINAR Y EQUITY
HOLDERS
OF THE PARENT
Basic and diluted (RMB) 12 (1.48) (1.41) (1.53)
For the details of Pre-IPO Investments, please refer to note 30 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 329 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
LOSS FOR THE YEAR (213,126) (211,579) (230,170)
OTHER COMPREHENSIVE LOSS
Other comprehensive loss that may be reclassified
to profit or loss in subsequent periods:
Exchange differences:
Exchange differences on translation of
foreign operations – (21) (61)
Net other comprehensive loss that may be
reclassified to profit or loss in subsequent
periods – (21) (61)
Other comprehensive loss that will not be
reclassified to profit or loss in subsequent
periods:
Equity investments designated at fair value
through other comprehensive income:
Changes in fair value (300) (17,700) (2,400)
Income tax effect 45 795 –
Net other comprehensive loss that will not be
reclassified to profit or loss in subsequent
periods (255) (16,905) (2,400)
OTHER COMPREHENSIVE LOSS FOR THE
YEAR, NET OF TAX (255) (16,926) (2,461)
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR (213,381) (228,505) (232,631)
Total comprehensive loss attributable to:
Owners of the parent (212,657) (224,437) (229,186)
Non-controlling interests (724) (4,068) (3,445)
(213,381) (228,505) (232,631)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 330 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment 13 32,703 36,113 27,968
Right-of-use assets 14(a) 24,583 21,137 16,209
Intangible assets 15 12,809 10,414 14,578
Investment in a joint venture 16 7 1 7––
Equity investments designated at fair value through
other comprehensive income 18 55,300 37,600 35,200
Prepayments, other receivables and other assets 22 1,700 2,048 10,033
Contract assets 21 – – 1,674
Total non-current assets 127,812 107,312 105,662
CURRENT ASSETS
Inventories 19 68,870 44,646 60,090
Trade and bills receivables 20 140,222 243,319 315,515
Contract assets 21 6,740 13,231 9,551
Prepayments, other receivables and other assets 22 7,558 9,959 22,700
Financial assets at fair value through profit or loss 23 81,968 27,124 1,710
Restricted cash 24 356 458 1,212
Cash and cash equivalents 24 412,968 221,733 113,349
Total current assets 718,682 560,470 524,127
CURRENT LIABILITIES
Trade and bills payables 25 46,179 54,334 116,654
Other payables and accruals 26 65,329 67,884 95,791
Contract liabilities 27 3,923 4,660 8,675
Interest-bearing bank loans 28 68,039 58,461 124,200
Lease liabilities 14(b) 5,465 4,746 5,491
Total current liabilities 188,935 190,085 350,811
NET CURRENT ASSETS 529,747 370,385 173,316
TOTAL ASSETS LESS CURRENT LIABILITIES 657,559 477,697 278,978
NON-CURRENT LIABILITIES
Lease liabilities 14(b) 20,103 17,508 11,375
Interest-bearing bank loans 28 – 9,900 –
Other payables and accruals 26 5,000 – –
Deferred tax liabilities 29 7 9 5––
Total non-current liabilities 25,898 27,408 11,375
Net assets 631,661 450,289 267,603
EQUITY
Share capital 30 – 14,802 14,802
Paid-in capital 30 14,602 – –
Reserves 31 617,783 440,279 255,121
Equity attributable to owners of the parent 632,385 455,081 269,923
Non-controlling interests (724) (4,792) (2,320)
Total equity 631,661 450,289 267,603
For the details of Pre-IPO Investments, please refer to note 30 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 331 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended 31 December 2023
Attributable to owners of the parent
Share
capital
Paid-in
capital
Capital
reserve
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
losses Total
Non-
controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 30) (note 30) (note 31) (note 31) (note 31)
As at 1 January 2023 – 13,994 1,411,058 95,031 4,760 (1,012,367) 512,476 – 512,476
Loss for the year ––––– (212,402) (212,402) (724) (213,126)
Other comprehensive loss for the
year:
Changes in fair value of equity
investments at fair value
through other comprehensive
income, net of tax –––– (255) – (255) – (255)
Total comprehensive
l o s s f o r t h e y e a r –––– (255) (212,402) (212,657) (724) (213,381)
Capital contribution – 608 299,39 2––– 300,000 – 300,000
Equity-settled share-based payment
arrangements – – – 32,566 – – 32,566 – 32,566
As at 31 December 2023 – 14,602 1,710,450* 127,597* 4,505* (1,224,769)* 632,385 (724) 631,661
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 332 ---
Year ended 31 December 2024
Attributable to owners of the parent
Share
capital Paid-in capital Capital reserve
Share-based
payment
reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 30) (note 30) (note 31) (note 31) (note 31)
As at 1 January 2024 – 14,602 1,710,450 127,597 4,505 – (1,224,769) 632,385 (724) 631,661
L o s s f o r t h e y e a r –––––– (207,511) (207,511) (4,068) (211,579)
Other comprehensive loss for the year:
Changes in fair value of equity
investments at fair value through other
comprehensive income,
n e t o f t a x –––– (16,905) – – (16,905) – (16,905)
Exchange differences related to foreign
operations ––––– (21) – (21) – (21)
Total comprehensive loss for the year –––– (16,905) (21) (207,511) (224,437) (4,068) (228,505)
Capital contribution – 200 ––––– 2 0 0– 2 0 0
Conversion into a joint stock limited
liability company 14,802 (14,802) (670,158) (71,154) 7,000 – 734,312 – – –
Loss of control of an entity (note 33) – – 5,226 –––– 5,226 – 5,226
Equity-settled share-based payment
arrangements – – – 41,707 – – – 41,707 – 41,707
As at 31 December 2024 14,802 – 1,045,518* 98,150* (5,400)* (21)* (697,968)* 455,081 (4,792) 450,289
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 333 ---
Year ended 31 December 2025
Attributable to owners of the parent
Share
capital Paid-in capital Capital reserve
Share-based
payment
reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 30) (note 30) (note 31) (note 31) (note 31)
As at 1 January 2025 14,802 – 1,045,518 98,150 (5,400) (21) (697,968) 455,081 (4,792) 450,289
L o s s f o r t h e y e a r –––––– (226,725) (226,725) (3,445) (230,170)
Other comprehensive loss for the year:
Changes in fair value of equity
investments at fair value through other
comprehensive income,
n e t o f t a x –––– (2,400) – – (2,400) – (2,400)
Exchange differences related to foreign
operations ––––– (61) – (61) – (61)
Total comprehensive loss for the year –––– (2,400) (61) (226,725) (229,186) (3,445) (232,631)
Changes in the ownership interests in one
subsidiary (note 34) – – (5,347) –––– (5,347) 5,347 –
Equity-settled share-based payment
arrangements – – – 49,375 – – – 49,375 570 49,945
As at 31 December 2025 14,802 – 1,040,171* 147,525* (7,800)* (82)* (924,693)* 269,923 (2,320) 267,603
* These reserve accounts comprise the consolidated reserves of RMB617,783,000, RMB440,279,000 and
RMB255,121,000 in the consolidated statements of financial position as at 31 December 2023, 2024 and 2025,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss before tax (213,126) (211,579) (230,170)
Adjustments for:
Finance costs 7 2,980 3,076 3,158
Interest income 5 (13,571) (9,993) (4,193)
Fair value gains on financial assets at
fair value through profit or loss 5 (2,831) (1,700) (224)
Gains on disposal of property, plant
and equipment 5 (860) (3,386) (16)
Share of loss of a joint venture 247 381 1,211
Unrealised gains due to transactions
with a joint venture 1,023 336 –
Foreign exchange differences, net (136) (1,336) 400
Share-based payment expense 32 32,566 41,707 49,945
Depreciation of property, plant and
equipment 6 17,042 19,560 13,393
Depreciation of rights-of-assets 6 5,365 5,839 5,463
Discretionary rent concessions from
lessors 14 (46) (12) –
Amortisation of intangible assets 6 857 2,395 2,522
Amortisation of long-term deferred
expense 2,323 779 –
Impairment of trade receivables 6 504 7,378 16,926
Impairment of contract assets 6 68 172 40
Provision/(reversal of provision) for
inventories 6 (696) 218 1,616
(168,291) (146,165) (139,929)
Increase in trade and bills receivables (19,965) (110,847) (90,653)
Increase/(decrease) in contract assets (4,650) (6,663) 1,966
Decrease/(increase) in prepayments,
other receivables and other assets 9,412 (2,108) (20,962)
Decrease/(increase) in inventories (395) 22,730 (22,309)
Increase in restricted cash (356) (102) (754)
Increase in trade and bills payables 35,746 8,211 62,320
Increase in other payables and accruals 11,657 15,711 28,246
Increase in contract liabilities 3,323 737 4,015
(133,519) (218,496) (178,060)
Interest received 13,571 9,993 4,193
Net cash flows used in operating
activities (119,948) (208,503) (173,867)
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of property,
plant and equipment 936 5,679 16
Purchases of property, plant and
equipment, intangible assets and other
long-term assets (29,762) (37,734) (8,237)
Purchases of financial assets at fair value
through profit or loss (50,000) (282,207) (15,000)
Proceeds from disposal of financial
assets at fair value through profit or
loss 21,463 338,750 40,638
Loss of control of an entity 33 – (224) –
Net cash flows (used in)/from investing
activities (57,363) 24,264 17,417
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital contribution 300,000 200 –
New bank loans 73,009 78,200 104,197
Repayment of bank loans (38,405) (77,876) (48,401)
Interest paid (1,862) (2,010) (2,250)
Interest portion of lease payments (1,209) (1,070) (865)
Principal portion of lease payments (4,761) (5,746) (5,877)
Net cash flows from/(used in) financing
activities 326,772 (8,302) 46,804
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIV ALENTS 149,461 (192,541) (109,646)
Cash and cash equivalents at beginning
of year 263,423 412,968 221,733
Effect of foreign exchange rate changes,
net 84 1,306 1,262
Cash and cash equivalents at end of year 24 412,968 221,733 113,349
ANAL YSIS OF BALANCES OF CASH
AND CASH EQUIV ALENTS
Cash and bank balances 101,256 44,229 43,151
Non-pledged time deposits with original
maturity of within three months when
acquired 35,748 12,278 8,030
Non-pledged time deposits with original
maturity of over three months
when acquired with an option to
withdraw upon demand similar to
demand deposits 275,964 165,226 62,168
Cash and cash equivalents at end of year 24 412,968 221,733 113,349
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 336 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMP ANY
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment 13 9,223 8,201 9,529
Right-of-use assets 14(a) 14,026 11,240 6,422
Intangible assets 15 6,070 4,438 8,128
Investment in a joint venture 2,156 1,776 564
Investments in subsidiaries 17 958,366 1,030,401 1,110,053
Equity investments designated at fair
value through other comprehensive
income 18 55,300 37,600 35,200
Prepayments, other receivables and
other assets 22 813 907 693
Total non-current assets 1,045,954 1,094,563 1,170,589
CURRENT ASSETS
Inventories 19 15,971 11,791 8,975
Trade and bills receivables 20 84,087 98,044 151,499
Contract assets 21 4,451 8,232 5,851
Prepayments, other receivables and other
assets 22 4,902 10,612 19,960
Financial assets at fair value through
profit or loss 23 30,679 1,680 1,710
Restricted cash 24 356 458 122
Cash and cash equivalents 24 127,430 33,598 24,933
Total current assets 267,876 164,415 213,050
CURRENT LIABILITIES
Trade and bills payables 25 44,142 17,913 68,562
Other payables and accruals 26 64,904 135,339 217,065
Contract liabilities 27 1,053 109 528
Interest-bearing bank loans 28 48,123 48,545 104,384
Lease liabilities 14(b) 2,676 2,657 2,120
Total current liabilities 160,898 204,563 392,659
NET CURRENT
ASSETS/(LIABILITIES) 106,978 (40,148) (179,609)
TOTAL ASSETS LESS CURRENT
LIABILITIES 1,152,932 1,054,415 990,980
NON-CURRENT LIABILITIES
Lease liabilities 14(b) 11,781 9,124 4,391
Other payables and accruals 26 5,000 – –
Deferred tax liabilities 29 7 9 5––
Total non-current liabilities 17,576 9,124 4,391
Net assets 1,135,356 1,045,291 986,589
EQUITY
Share capital 30 – 14,802 14,802
Paid-in capital 30 14,602 – –
Reserves 31 1,120,754 1,030,489 971,787
Total equity 1,135,356 1,045,291 986,589
APPENDIX I ACCOUNTANTS’ REPORT
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II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a limited liability company established in the People’s Republic of China (the “ PRC”) on 3
February 2016. The registered office of the Company is located at Room 101, 1/F , Building 1, No.85 Hongan
Road, Fangshan District, Beijing, China.
The Company and its subsidiaries (together, the “ Group ”) are principally engaged in provision of
autonomous driving solutions in the PRC and overseas.
Pursuant to a shareholders’ resolution of the Company at 31 October 2024, the Company was converted into
a joint stock company with limited liability with 14,802,382 shares with a nominal value of RMB1 per share.
Pursuant to a shareholders’ resolution of the Company at May 15, 2025, each share of the Company with a
nominal value of RMB1.00 was subdivided into 10 shares with a nominal value of RMB0.10 each. Upon
completion of such share subdivision, the registered capital of the Company was RMB14,802,382, which was
divided into 148,023,820 shares with a nominal value of RMB0.10 each.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies, the particulars of the Company’s principal subsidiaries are set out below:
Names Notes
Place and
date of
incorporation/
registration and
place of
operations
Nominal value
of issued
ordinary/
registered
paid-in capital
Percentage of
equity interest
attributable to
the Company
Principal activitiesDirect Indirect
UISEE (Shanghai) Automobile
Technology Co., Ltd.
(ʮ̡ )
(a)(d)(e) PRC/Chinese
mainland
1 November
2016
RMB50,000,000 100% – Provision of autonomous
driving solutions and
research and development
center
UISEE Technologies (Zhejiang)
Co., Ltd. (ҦएϪ
ʮ̡ )
(a)(d)(e) PRC/Chinese
mainland
18 July 2017
RMB50,000,000 100% – Provision of autonomous
driving solutions
UISEE Technologies (Hong Kong)
Limited (ಥ
ʮ̡ )
(b)(f) Hong Kong
7 June 2022
HKD50,000 – 100% Provision of autonomous
driving solutions
UISEE Technologies (Singapore)
Pte. Ltd. (Ҧอ̋ս
ʮ̡ )
(c)(f) Singapore
16 April 2024
SGD280,000 – 100% Provision of autonomous
driving solutions
The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally
affected the results during the Relevant Periods or formed a substantial portion of the net assets of the
Group.
Notes:
(a) The statutory financial statements of these entities for the years ended 31 December 2023 and 2024
prepared in accordance with Chinese Enterprise Accounting Standards have been audited by
Dongshen Dingli Certified Public Accountants LLP Suzhou Branch, which are certified public
accounting firms registered in the PRC/Chinese mainland.
(b) The statutory financial statements for the period from 7 June 2022 (date of incorporation) to 31
December 2023, and the year ended 31 December 2024, prepared in accordance with Hong Kong
Small and Medium-sized Entity Financial Reporting Standards issued by the HKICPA, were audited
by TC-Professional CPA Limited, certified public accountants registered in Hong Kong.
(c) The statutory financial statements for the period from 16 April 2024 (date of incorporation) to 31
December 2024, prepared in accordance with the provisions of the Companies Act 1967 and Financial
Reporting Standards in Singapore, were audited by Alliance Assurance PAC, certified public
accountants registered in Singapore.
(d) The English names of the entities registered in the PRC represent the best efforts made by the
management of the Company to directly translate their Chinese names as they did not register any
official English names.
(e) These entities have not yet engaged an accounting firm for the audit of their 2025 financial
statements.
(f) These entities have engaged an accounting firm to audit the financial statements for the year ended 31
December 2025. As at the date of this report, the audit report has not yet been issued.
APPENDIX I ACCOUNTANTS’ REPORT
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2.1 BASIS OF PREP ARATION
For ordinary shares issued to pre-IPO investors, pursuant to the termination agreement entered into between
the Company and the pre-IPO investors in relation to the termination of certain of special rights granted by
the Company, including redemption rights, liquidation preferences and anti-dilution rights which are void ab
initio as described in note 30 to this report, having taking into account the legal and regulatory framework of
the Company’s jurisdiction and the governing law of the termination agreement, the directors considered that
it is appropriate to present the pre-IPO investments as equity throughout the Relevant Periods. For the details
of financial impacts, see note 30 of this report.
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards
(which include all International Financial Reporting Standards, International Accounting Standards
(“IASs ”) and Interpretations) as issued by the International Accounting Standards Board (“ IASB ”). All
IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025, together
with the relevant transitional provisions, have been early adopted by the Group in the preparation of the
Historical Financial Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention, except for
financial assets at fair value through profit or loss and equity investments designated at fair value through
other comprehensive income which have been measured at fair value.
The Historical Financial Information has been prepared on a going concern basis notwithstanding the
Company has recorded net current liabilities of RMB179,609,000 as at 31 December 2025. The directors are
of the opinion that the Company 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.
Basis of consolidation
The Historical Financial Information includes the financial statements of the Company and its subsidiaries.
A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that
give the Group the current ability to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest
of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any
investment retained and any resulting surplus or deficit in the statement of profit or loss. The Group’s share
of components previously recognised in other comprehensive income is reclassified to the statement of profit
or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly
disposed of the related assets or liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
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2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been
issued but are not yet effective, in the Historical Financial Information. The Group intends to apply these new
and amended IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
Amendments to IFRS 9
and IFRS 7
Amendments to the Classification and Measurement of Financial
Instruments 1
Amendments to IFRS 9
and IFRS 7
Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10
and IAS 28
Sale or Contribution of Assets between an Investor and its Associate or
Joint V enture 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS
Accounting Standards
– Volume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
Further information about those IFRS Accounting Standards that are expected to be applicable to the Group
is described below.
IFRS 18 replaces IAS 1 Presentation of Financial Statements . While a number of sections have been brought
forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the
statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income
and expenses within the statement of profit or loss into one of the five categories: operating, investing,
financing, income taxes and discontinued operations and to present two new defined subtotals. It also
requires disclosures about management-defined performance measures in a single note and introduces
enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in
both the primary financial statements and the notes. Some requirements previously included in IAS 1 are
m o v e dt oI A S8Accounting Policies, Changes in Accounting Estimates and Errors , which is renamed as IAS 8
Basis of Preparation of Financial Statements . As a consequence of the issuance of IFRS 18, limited, but
widely applicable, amendments are made to IAS 7 Statement of Cash Flows , IAS 33 Earnings per Share and
IAS 34 Interim Financial Reporting . In addition, there are minor consequential amendments to other IFRS
Accounting Standards. IFRS 18 and the consequential amendments to other IFRS Accounting Standards are
effective for annual periods beginning on or after 1 January 2027 with earlier application permitted.
Retrospective application is required. The application of IFRS 18 is not expected to have material impact on
the financial position of the Group but is expected to affect the presentation of the statement of profit or loss
and statement of cash flows and disclosures in the future financial information. The Group will continue to
assess the impact of IFRS 18 on the Group’s financial information.
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments clarify the date on which a financial asset or financial liability is derecognised and introduce an
accounting policy option to derecognise a financial liability that is settled through an electronic payment
system before the settlement date if specified criteria are met. The amendments clarify how to assess the
contractual cash flow characteristics of financial assets with environmental, social and governance and other
similar contingent features. Moreover, the amendments clarify the requirements for classifying financial
assets with non-recourse features and contractually linked instruments. The amendments also include
additional disclosures for investments in equity instruments designated at fair value through other
comprehensive income and financial instruments with contingent features. The amendments shall be applied
retrospectively with an adjustment to opening retained profits (or other component of equity) at the initial
application date. Prior periods are not required to be restated and can only be restated without the use of
hindsight. Earlier application of either all the amendments at the same time or only the amendments related
to the classification of financial assets is permitted. The amendments are not expected to have any significant
impact on the Group’s financial information.
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity clarify the
application of the “own-use” requirements for in-scope contracts and amend the designation requirements for
a hedged item in a cash flow hedging relationship for in-scope contracts. The amendments also include
additional disclosures that enable users of financial statements to understand the effects these contracts have
on an entity’s financial performance and future cash flows. The amendments relating to the own-use exception
shall be applied retrospectively. Prior periods are not required to be restated and can only be restated without
the use of hindsight. The amendments relating to the hedge accounting shall be applied prospectively to new
hedging relationships designated on or after the date of initial application. Earlier application is permitted.
The amendments to IFRS 9 and IFRS 7 shall be applied at the same time. The amendments are not expected
to have any significant impact on the Group’s financial information.
Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and in
IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture.
The amendments require a full recognition of a gain or loss resulting from a downstream transaction when the
sale or contribution of assets constitutes a business. For a transaction involving assets that do not constitute
APPENDIX I ACCOUNTANTS’ REPORT
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a business, a gain or loss resulting from the transaction is recognised in the investor’s profit or loss only to the
extent of the unrelated investor’s interest in that associate or joint venture. The amendments are to be applied
prospectively. The IASB has deferred the effective date of these amendments indefinitely. However, the
amendments are available for adoption now. The amendments are not expected to have any significant impact
on the Group’s financial information.
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency require the translation from
a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the closing
rate. The amendments also require an entity whose functional currency and presentation currency are the
currency of a hyperinflationary economy to restate the comparative amounts of a foreign operation whose
functional currency is that of a non-hyperinflationary economy, by applying the general price index, in
accordance with paragraph 34 of IAS 29 Financial Reporting in Hyperinflationary Economies , to the foreign
operation’s comparative figures. The amendments introduce certain additional disclosures. Earlier
application is permitted. The amendments are not expected to have any impact on the Group’s financial
statements.
Annual Improvements to IFRS Accounting Standards – Volume 11 set out amendments to IFRS 1, IFRS 7 (and
the accompanying Guidance on implementing IFRS 7 ), IFRS 9, IFRS 10 and IAS 7. Details of the
amendments that are expected to be applicable to the Group are as follows:
• IFRS 7 Financial Instruments: Disclosures : The amendments have updated certain wording in
paragraph B38 of IFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing
IFRS 7 for the purpose of simplification or achieving consistency with other paragraphs in the
standard and/or with the concepts and terminology used in other standards. In addition, the
amendments clarify that the Guidance on implementing IFRS 7 does not necessarily illustrate all the
requirements in the referenced paragraphs of IFRS 7 nor does it create additional requirements.
Earlier application is permitted. The amendments are not expected to have any significant impact on
the Group’s financial information.
• IFRS 9 Financial Instruments : The amendments clarify that when a lessee has determined that a lease
liability has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph
3.3.3 of IFRS 9 and recognise any resulting gain or loss in profit or loss. However, the amendments do
not address how a lessee distinguishes between a lease modification as defined in IFRS 16 and an
extinguishment of a lease liability in accordance with IFRS 9. In addition, the amendments have
updated certain wording in paragraph 5.1.3 of IFRS 9 and Appendix A of IFRS 9 to remove potential
confusion. Earlier application is permitted. The amendments are not expected to have any significant
impact on the Group’s financial information.
• IFRS 10 Consolidated Financial Statements : The amendments clarify that the relationship described
in paragraph B74 of IFRS 10 is just one example of various relationships that might exist between the
investor and other parties acting as de facto agents of the investor, which removes the inconsistency
with the requirement in paragraph B73 of IFRS 10. Earlier application is permitted. The amendments
are not expected to have any significant impact on the Group’s financial information.
• IAS 7 Statement of Cash Flows : The amendments replace the term “cost method” with “at cost” in
paragraph 37 of IAS 7 following the prior deletion of the definition of “cost method”. Earlier
application is permitted. The amendments are not expected to have any impact on the Group’s
financial information.
2.3 MATERIAL ACCOUNTING POLICIES
Investments in joint ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of
an arrangement, which exists only when decisions about the relevant activities require the unanimous consent
of the parties sharing control.
The Group’s investments in joint ventures are stated in the consolidated statement of financial position at the
Group’s share of net assets under the equity method of accounting, less any impairment losses. Adjustments
are made to bring into line any dissimilar accounting policies that may exist.
The Group’s share of the post-acquisition results and other comprehensive income of joint ventures is
included in the consolidated statements of profit or loss and consolidated statements of comprehensive
income, respectively. In addition, when there has been a change recognised directly in the equity of the joint
venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of
changes in equity. Unrealised gains and losses resulting from transactions between the Group and its joint
ventures are eliminated to the extent of the Group’s investments in the joint ventures, except where unrealised
losses provide evidence of an impairment of the assets transferred. Goodwill arising from the acquisition of
joint ventures is included as part of the Group’s investments in joint ventures.
Upon loss of joint control over the joint venture, the Group measures and recognises any retained investment
at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control
and the fair value of the retained investment and proceeds from disposal is recognised in the statement of
profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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Fair value measurement
The Group measures its financial assets at fair value through profit or loss and equity investments designated
at fair value through other comprehensive income at the end of each of the Relevant Periods. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset
or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or
a liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the 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, contract assets and financial assets), the asset’s recoverable amount is estimated. An asset’s
recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less
costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets, in which case the recoverable
amount is determined for the cash-generating unit to which the asset belongs.
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 the statement of 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 the statement of profit or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
APPENDIX I ACCOUNTANTS’ REPORT
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(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 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 the statement of 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:
Machinery equipment 10% to 25%
Electronic equipment and others 5% to 33%
Leasehold improvements 1.75 years to 8.25 years
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 the statement of 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.
Intangible assets (other than goodwill)
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. 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 lives of 5 to 10 years, which are mainly determined by reference to the licensed period of
the purchased software.
Trademark
Trademark is stated at cost less any impairment loss and is amortised on the straight-line basis over its
estimated useful lives of 10 years, which are mainly determined by reference to the valid period of registered
trademark.
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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.
(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 1.08 years to 9.58 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the
asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for termination of 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.
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Group as a lessor
When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of
its leases as either an operating lease or a finance lease.
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income is accounted for on a straight-line basis over the lease
term and is included in revenue in the consolidated statements of profit or loss due to its operating nature.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are
recognised as revenue in the period in which they are earned.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component or for which the Group has applied the
practical expedient of not adjusting the effect of a significant financing component, the Group initially
measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit
or loss, transaction costs. Trade receivables that do not contain a significant financing component or for
which the Group has applied the practical expedient are measured at the transaction price determined under
IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest
(“SPPI ”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are
classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at
amortised cost are held within a business model with the objective to hold financial assets in order to collect
contractual cash flows, while financial assets classified and measured at fair value through other
comprehensive income are held within a business model with the objective of both holding to collect
contractual cash flows and selling. Financial assets which are not held within the aforementioned business
models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group
commits to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in the statement of profit or loss when the asset is
derecognised, modified or impaired.
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 IAS 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 the statement of profit or loss. Dividends are
recognised as other income in the statement of profit or 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 the statement of 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 the statement of profit or loss when the right of payment has been
established.
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Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the
asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of
ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of
the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the
extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could
be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs ”) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At the end of each of the Relevant Periods, the Group assesses whether the credit risk on a financial
instrument has increased significantly since initial recognition. When making the assessment, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of
a default occurring on the financial instrument as at the date of initial recognition and considers reasonable
and supportable information that is available without undue cost or effort, including historical and
forward-looking information. The Group considers that there has been a significant increase in credit risk
when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are
classified within the following stages for measurement of ECLs except for trade receivables 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
APPENDIX I ACCOUNTANTS’ REPORT
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Simplified approach
For trade receivables and contract assets that do not contain a significant financing component or when the
Group applies the practical expedient of not adjusting the effect of a significant financing component, the
Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings, or payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables and interest-bearing bank loans.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables, interest-bearing bank loans 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 the statement of 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 the statement of 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 the statement of profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average
basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an
appropriate proportion of overheads. Net realisable value is based on estimated selling prices less any
estimated costs to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible
into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of
meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on
hand and at banks, and short-term deposits as defined above.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past
event and it is probable that a future outflow of resources will be required to settle the obligation, provided
that a reliable estimate can be made of the amount of the obligation.
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 the statement of profit or loss.
The Group provides for warranties in relation to the sale of certain products and the provision of services for
general repairs of defects occurring during the warranty period. Provisions for these assurance-type
warranties granted by the Group are initially recognised based on sales volume and past experience of the
level of repairs and returns, discounted to their present values as appropriate. The warranty-related cost is
revised annually.
APPENDIX I ACCOUNTANTS’ REPORT
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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 does not give rise to equal taxable and deductible
temporary differences; and
• in respect of taxable temporary differences associated with investments in subsidiaries and joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward 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 carryforward of
unused tax credits and unused tax losses can be utilised, except:
• when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give
rise to equal taxable and deductible temporary differences; and
• in respect of deductible temporary differences associated with investments in subsidiaries and joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each 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.
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.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 348 ---
In determining whether the revenue of the Group should be reported gross or net is based on a continuing
assessment of various factors. When determining whether the Group is acting as the principal or agent in
offering goods or services to the customer, the Group needs to first identify who controls the specified goods
or services before they are transferred to the customer. The Group follows the accounting guidance for
principal-agent considerations to assess whether the Group controls the specified goods or services before
they are transferred to the customer, the indicators of which include but not limited to (a) whether the entity
is primarily responsible for fulfilling the promise to provide the specified services; (b) whether the entity has
inventory risk before the specified services have been transferred to a customer; and (c) whether the entity has
discretion in establishing the prices for the specified goods or services. The management considers the above
factors, as none of the factors individually are considered presumptive or determinative, and applies
judgement when assessing the indicators depending on different circumstances.
At the inception of the contract, the Group assesses the goods or services promised that have been promised
to the customer and identifies as a performance obligation when (a) a good or service (or a bundle of goods or
services) that is distinct; or (b) a series of distinct goods or services that are substantially the same and that
have the same pattern of transfer to the customer.
The Group engages in the provision of autonomous driving relevant solutions and services, including
autonomous driving vehicle solutions, autonomous driving kit solutions, and autonomous driving software
solutions.
(a) Autonomous driving vehicle solutions
Revenue generated from the provision of autonomous driving vehicle solutions primarily includes the
provision of autonomous driving vehicle solutions, which is recognised at the point in time when the
performance obligation under the terms of a contract with the customer is satisfied and control of the
solutions has been transferred to the customer, generally upon the acceptance of the solutions.
Meanwhile, some contracts of standardised vehicles generate following maintenance service
according to the demand of customers. For this maintenance services, it is transferred over time and
revenue is recognised over services period.
(b) Autonomous driving kit solutions
Revenue generated from the sale of autonomous driving kit solutions, primarily including the
products of autonomous driving domain controllers and intelligent front cameras, etc, is recognised
at the point in time when the performance obligation under the terms of a contract with the customer
is satisfied and control of the product has been transferred to the customer, generally upon acceptance
of the products.
(c) Autonomous driving software solutions
The Group provides autonomous driving software solutions to its customers. Revenue is recognised
when control over the customised software has been transferred to the customer. The customers
cannot receive and consume the benefits simultaneously from the Group as well as control the
customised software until the software is delivered to the customer.
An enforceable right to payment does not arise until the customised software is transferred to the
customer. Therefore, revenue is recognised at the point in time when the customised software is passed
to the customer and the verification from both parties has been obtained.
Revenue from other sources
Autonomous driving vehicle leasing services is recognised on a time proportion basis over the lease terms.
Variable lease payments that do not depend on an index or a rate are recognised as income in the accounting
period in which they are incurred.
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 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 receivables when the
right to the consideration becomes unconditional.
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).
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 349 ---
Share-based payments
The Group operates a share option scheme for the purpose of providing incentives and rewards to eligible
participants who contribute to the success of the Group’s operations. Employees (including directors) of the
Group receive remuneration in the form of share-based payments, whereby employees render services as
consideration for equity instruments (“ equity-settled transactions ”). The cost of equity-settled transactions
with employees is measured by reference to the fair value at the date at which they are granted. The fair value
is determined by an external valuer using a binomial model, further details of which are given in note 32 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 services 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 the statement
of profit or loss for a period represents the movement in the cumulative expense recognised as at the beginning
and end of that period.
Services and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best
estimate of the number of equity instruments that will ultimately vest. Market performance conditions are
reflected within the grant date fair value. Any other conditions attached to an award, but without an
associated services requirement, are considered to be non-vesting conditions. Non-vesting conditions are
reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also
services and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or services conditions have not
been met, no expense is recognised. Where grants 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 services conditions are satisfied.
Where the terms of an equity-settled grant are modified, as a minimum an expense is recognised as if the
terms had not been modified, if the original terms of the grant 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 grant is cancelled, it is
treated as if it had vested on the date of cancellation, and any expense not yet recognised for the grant is
recognised immediately.
Other employee benefits
Pension scheme
The employees of the Group operating in Chinese mainland are required to participate in a central pension
scheme operated by the local municipal government. The Group is required to contribute a certain proportion
of its payroll costs to the central pension scheme. The contributions are charged to the statement of profit or
loss as they become payable in accordance with the rules of the central pension scheme.
The Group’s subsidiary located in Hong Kong operates a defined contribution Mandatory Provident Fund
retirement benefit scheme (the “ MPF Scheme ”) under the Mandatory Provident Fund Schemes Ordinance for
all of its employees. Contributions are made based on a percentage of the employees’ basic salaries and are
charged to the statement of profit or loss as they become payable in accordance with the rules of the MPF
Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently
administered fund. The Group’s employer contributions vest fully with the employees when contributed into
the MPF 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.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects
the amounts that it recognises in its financial statements. The Group will adjust the amounts recognised in its
financial statements to reflect any adjusting events after the reporting period and update the disclosures that
relate to those conditions in light of the new information. For non-adjusting events after the reporting period,
the Group will not change the amounts recognised in its financial statements, but will disclose the nature of
the non-adjusting events and an estimate of their financial effects, or a statement that such an estimate cannot
be made, if applicable.
APPENDIX I ACCOUNTANTS’ REPORT
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Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group determines its own functional currency and items included in the financial statements of
each entity are measured using that functional currency. Foreign currency transactions recorded by the
entities in the Group are initially recorded using their respective functional currency rates prevailing at the
dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at
the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on
settlement or translation of monetary items are recognised in the statement of 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).
The functional currencies of certain subsidiaries not operating in Chinese mainland are currencies other than
the RMB. As at the end of each of the Relevant Periods, the assets and liabilities of these entities are
translated into RMB at the exchange rates prevailing at the end of each of the Relevant Periods and their
statements of profit or loss are translated into RMB at the exchange rates that approximate to those
prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in the
exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling
interests. On disposal of an operation not operating in Chinese mainland, the cumulative amount in the
reserve relating to that particular operation is recognised in the statement of profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of certain subsidiaries not
operating in Chinese mainland are translated into RMB at the exchange rates ruling at the dates of the cash
flows. Frequently recurring cash flows of certain subsidiaries not operating in Chinese mainland which arise
throughout the year are translated into RMB at the weighted average exchange rates for the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the 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 have the most significant effect on the amounts recognised in
the Historical Financial Information:
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused
tax credits 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 carryforward of unused tax credits and 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 level of future taxable profits together with future tax
planning strategies. Further details are included in note 29 to the Historical Financial Information.
Research and development costs
Development expenses incurred on the Group’s products and services are 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, the Group’s intention to complete and the Group’s ability to use or sell the asset, how
the asset will generate future economic benefits, the availability of resources to complete the pipeline and the
ability to measure reliably the expenditure during the development. Development expenses which do not meet
these criteria are expensed when incurred. Determining the amounts to be capitalised requires management to
make assumptions regarding the expected future cash generation of the assets, discount rates to be applied
and the expected period of benefits. During the Relevant Periods, all expenses incurred for research and
development activities were expensed when incurred.
Significant judgement in determining the lease term of contracts with renewal options
The Group has several lease contracts that include extension and termination options. The Group applies
judgement in evaluating whether or not to exercise the option to renew or terminate the lease. That is, it
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 351 ---
considers all relevant factors that create an economic incentive for it to exercise either the renewal or
termination. After the commencement date, the Group reassesses the lease term if there is a significant event
or change in circumstances that is within its control and affects its ability to exercise or not to exercise the
option to renew or to terminate the lease (e.g., construction of significant leasehold improvements or
significant customisation to the leased asset).
The Group includes the renewal period as part of the lease term for leases of office buildings due to the
significant leasehold improvements expenditure.
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 receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on
days past due for groupings of various customer segments that have similar loss patterns (i.e., by customer
type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For
instance, if forecast economic conditions (i.e., 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 of the 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 receivables is disclosed in note 20 to the Historical Financial Information.
Share-based payments
The Group has set up a share compensation plan for the Company’s directors and consultants, and the
Group’s employees. Estimating the fair value of share-based payment transactions requires the determination
of the most appropriate valuation model, which depends on the terms and conditions of the grant. This
estimate also requires the determination of the most appropriate inputs to the valuation model including the
risk-free interest rate, the volatility and exercise multiple and making assumptions about them.
For the measurement of the fair value of equity-settled transactions with employees at the grant date, the
Group uses a binomial model. The assumptions and models used for estimating the fair value of share-based
payment transactions are disclosed in note 32 to the Historical Financial Information.
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 38 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 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.
Leases – Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“ IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have
to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a
similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the
Group “would have to pay”, which requires estimation when no observable rates are available (such as for
subsidiaries that do not enter into financing transactions) or when it needs to be adjusted to reflect the terms
and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The
APPENDIX I ACCOUNTANTS’ REPORT
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Group estimates the IBR using observable inputs (such as market interest rates) when available and is
required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
4. OPERATING SEGMENT INFORMATION
For management purposes, during the Relevant Periods, the Group has only one reportable operating
segment, which is the provision of autonomous driving solutions, because the Group’s chief operating
decision maker, who has been identified as the chief executive officer, regularly reviews the consolidated
results when making decisions about allocating resources and assessing performance of the Group as a whole.
Since this is the only reportable operating segment of the Group, no further operating segment analysis
thereof is presented.
Geographical information
(a) Revenue from external customers
Revenue is attributed to geographical areas based on the locations of customers. Revenue by
geographical segment based on the locations of customers for each of the Relevant Periods is
presented as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Geographical markets
Chinese mainland 92,086 208,856 310,148
Hong Kong 68,626 52,774 14,704
Others 651 3,866 3,405
Total 161,363 265,496 328,257
(b) Non-current assets
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Geographical markets
Chinese mainland 70,660 62,674 63,888
Hong Kong 373 4,006 3,193
Others – 1,197 2,211
Total 71,033 67,877 69,292
The non-current asset information above is based on the locations of the assets and excludes financial
instruments.
Information about major customers
During the Relevant Periods, revenue from the major customers which amounted to 10% or more of the
Group’s revenue is set out below:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A 20,628 – –
Customer B 61,303 49,035 NA*
Customer C NA* 30,325 NA*
Total 81,931 79,360 –
* The revenue from transactions with that customer was less than 10% of the Group’s revenue in the
indicated year.
APPENDIX I ACCOUNTANTS’ REPORT
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5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers
Autonomous driving vehicle solutions 96,301 146,623 195,171
Autonomous driving kit solutions 27,383 48,738 10,497
Autonomous driving software solutions 34,428 67,462 121,318
Subtotal 158,112 262,823 326,986
Revenue from other sources
Rental income 3,251 2,673 1,271
Total 161,363 265,496 328,257
Revenue from contracts with customers
(a) Disaggregated revenue information
Autonomous
driving
vehicle
solutions
Autonomous
driving kit
solutions
Autonomous
driving
software
solutions Total
RMB’000 RMB’000 RMB’000 RMB’000
For the year ended
31 December 2023
Geographical markets
Chinese mainland 28,084 27,311 33,440 88,835
Hong Kong 67,638 – 988 68,626
Others 579 72 – 651
Total 96,301 27,383 34,428 158,112
Timing of revenue recognition
At a point in time 95,226 27,383 34,428 157,037
Over time 1,075 – – 1,075
Total 96,301 27,383 34,428 158,112
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 354 ---
Autonomous
driving
vehicle
solutions
Autonomous
driving kit
solutions
Autonomous
driving
software
solutions Total
RMB’000 RMB’000 RMB’000 RMB’000
For the year ended
31 December 2024
Geographical markets
Chinese mainland 98,404 46,559 61,220 206,183
Hong Kong 44,353 2,179 6,242 52,774
Others 3,866 – – 3,866
Total 146,623 48,738 67,462 262,823
Timing of revenue recognition
At a point in time 143,355 48,738 67,462 259,555
Over time 3,268 – – 3,268
Total 146,623 48,738 67,462 262,823
Autonomous
driving
vehicle
solutions
Autonomous
driving kit
solutions
Autonomous
driving
software
solutions Total
RMB’000 RMB’000 RMB’000 RMB’000
For the year ended
31 December 2025
Geographical markets
Chinese mainland 177,062 10,497 121,318 308,877
Hong Kong 14,704 – – 14,704
Others 3,405 – – 3,405
Total 195,171 10,497 121,318 326,986
Timing of revenue recognition
At a point in time 187,767 10,497 121,318 319,582
Over time 7,404 – – 7,404
Total 195,171 10,497 121,318 326,986
The following table shows the amounts of revenue recognised in each of the Relevant Periods that
were included in the contract liabilities at the beginning of the respective period:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in
contract liabilities at beginning of year
Autonomous driving vehicle solutions 600 3,923 3,015
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Autonomous driving vehicle solutions
The performance obligation is satisfied upon delivery and acceptance of the autonomous driving
vehicle solutions. The payment is generally due within three months from invoice date. A certain
percentage of payment is retained by customers until the end of the retention period as the Group’s
entitlement to the final payment is conditional on the satisfaction of the solutions’ quality by the
customers over a certain period as stipulated in the contracts.
APPENDIX I ACCOUNTANTS’ REPORT
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The performance obligation of maintenance services is satisfied over time as the customers
simultaneously receive and consume the benefits provided by the Group’s performance and payment is
generally due within three months from invoice date.
Autonomous driving kit solutions
The performance obligation is satisfied upon delivery of the autonomous driving kit solutions. The
customers usually pay the full contract amount upon delivery.
Autonomous driving software solutions
The performance obligation is satisfied upon delivery of the autonomous driving software solutions.
The customers usually pay the full contract amount after inspection and acceptance.
All the amounts of transaction prices allocated to the remaining performance obligations are
generally expected to be recognised as revenue within one year. As permitted under IFRS 15, the
transaction price allocated to these unsatisfied contracts is no need disclosed.
An analysis of other income and gains is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income
Interest income 13,571 9,993 4,193
Government grants* 5,075 4,192 2,809
Total other income 18,646 14,185 7,002
Gains
Foreign exchange differences, net 136 1,336 –
Fair value gains on financial assets at fair value
through profit or loss 2,831 1,700 224
Gains on disposal of property, plant and equipment 860 3,386 16
Others 80 141 66
Total gains 3,907 6,563 306
Total other income and gains 22,553 20,748 7,308
* Government grants mainly represent incentives received from local governments for the purpose of
compensation on research and development expenses and local economic contribution. There are no
unfulfilled conditions or contingencies relating to these grants.
APPENDIX I ACCOUNTANTS’ REPORT
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6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Year ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of solutions provided* 73,951 131,619 144,626
Cost of services provided 8,595 17,870 15,754
Depreciation of property, plant and
equipment** 13 17,042 19,560 13,393
Depreciation of right-of-use assets** 14 5,365 5,839 5,463
Amortisation of intangible assets*** 15 857 2,395 2,522
Lease payments not included in the
measurement of lease liabilities 14 208 1,450 1,928
Auditor’s remuneration 109 38 66
Listing expenses – 8,980 11,328
Employee benefit expenses (excluding
directors’, chief executive’s and
supervisors’ remuneration (note 8) )**
Wages, salaries and social welfare benefits 176,894 174,473 158,564
Discretionary performance related bonuses 18,248 14,452 10,018
Pension scheme contributions 20,184 19,765 18,847
Equity-settled share-based payment
expenses 32,566 40,760 42,997
Total 247,892 249,450 230,426
Foreign exchange differences, net (136) (1,336) 400
Impairment of trade receivables 20 504 7,378 16,926
Impairment of contract assets 21 68 172 40
Provision/(reversal of provision) for
inventories* (696) 218 1,616
* The amounts disclosed for cost of solutions provided included the provision/(reversal of provision)
for inventories.
** The depreciation of property, plant and equipment, depreciation of right-of-use assets and employee
benefit expenses are included in “Cost of sales”, “Selling and distribution expenses”, “Administrative
expenses”, and “Research and development expenses” in the consolidated statements of profit or loss.
*** The amortisation of intangible assets is included in “Administrative expenses” and “Research and
development expenses” in the consolidated statements of profit or loss.
For the details of Pre-IPO Investments, please refer to note 30 to this report.
7. FINANCE COSTS
An analysis of finance costs is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on bank loans 1,771 2,006 2,293
Interest on lease liabilities 1,209 1,070 865
Subtotal 2,980 3,076 3,158
APPENDIX I ACCOUNTANTS’ REPORT
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8. DIRECTORS’ AND SUPERVISORS’ REMUNERATION
Directors’ and supervisors’ remuneration recorded during the Relevant Periods is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees – – 584
Other emoluments:
Salaries, allowances and benefits in kind 1,058 1,392 2,200
Discretionary performance related bonuses 187 401 540
Pension scheme contributions 119 163 195
Equity-settled share-based payment expense – 947 6,948
Subtotal 1,364 2,903 9,883
Total 1,364 2,903 10,467
Prior to and during the Relevant Periods, certain directors were granted share options of the Company in
respect of their services to the Group, under the share-based payment scheme of the Group, further details of
which are set out in note 32 to the Historical Financial Information. The fair value of such share options,
which has been recognised in the consolidated statement of profit or loss, was determined as at the date of
grant and the amount included in the Historical Financial Information for the Relevant Periods is included in
the above directors’, chief executive’s and supervisors’ remuneration disclosures.
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods were as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Mr. Chow Ming Sang (xiii) N/A – 350
Ms. Bai Rui (xiv) N/A – 117
Mr. Du Zide (xv) N/A – 117
Total N/A – 584
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Executive directors, non-executive directors and supervisors
Details of the emoluments paid or payable to the chief executive, executive directors, non-executive
directors and supervisors of the Company for their services provided to the Group during the
Relevant Periods are as follows:
Fees
Salaries,
allowances
and benefits
in kind
Discretionary
performance
related
bonuses
Pension
scheme
contributions
Equity-
settled
share-based
payment
expense
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended
31 December 2023
Chief executive and
executive directors:
Mr. Wu Gansha (i) – 471 85 67 – 623
Mr. Jiang Yan (ii) – 587 102 52 – 741
Mr. Mi Lei (iii) ––––––
M r .W uJ u n(iv) ––––––
Mr. Zhou Jun (v) ––––––
Subtotal – 1,058 187 119 – 1,364
Supervisor:
Mr. Ge Shaohua (vi) ––––––
Total – 1,058 187 119 – 1,364
APPENDIX I ACCOUNTANTS’ REPORT
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Fees
Salaries,
allowances
and benefits
in kind
Discretionary
performance
related
bonuses
Pension
scheme
contributions
Equity-
settled
share-based
payment
expense
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended
31 December 2024
Chief executive and
executive directors:
Mr. Wu Gansha (i) – 503 – 75 – 578
Mr. Jiang Yan (ii) – 440 – 55 – 495
Mr. Mi Lei (iii) ––––––
M r .W uJ u n(iv) ––––––
Mr. Zhou Jun (v) ––––––
Mr. Zhou Xin (vii) – 84 100 11 85 280
Mr. Chiang Tsung Che
(viii) – 110 129 – 526 765
Subtotal – 1,137 229 141 611 2,118
Non-executive directors:
M r .W uJ u n(iv) ––––––
Mr. Zhou Jun (v) ––––––
Mr. Gao Xiaohu (ix) ––––––
Subtotal ––––––
Supervisors:
Mr. Ge Shaohua (vi) ––––––
Ms. Yan Songqiu (x) – 106 88 11 294 499
Ms. Gao Chen (xi) –7 13 6 – 6 1 1 3
Ms. Cao Yang (xii) –7 84 81 13 6 1 7 3
Subtotal – 255 172 22 336 785
Total – 1,392 401 163 947 2,903
APPENDIX I ACCOUNTANTS’ REPORT
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Fees
Salaries,
allowances
and benefits
in kind
Discretionary
performance
related
bonuses
Pension
scheme
contributions
Equity-
settled
share-based
payment
expense
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended
31 December 2025
Chief executive and
executive directors:
Mr. Wu Gansha (i) – 499 151 78 – 728
Mr. Zhou Xin (vii) – 502 112 68 653 1,335
Mr. Chiang Tsung Che
(viii) – 659 277 – 4,824 5,760
Subtotal – 1,660 540 146 5,477 7,823
Non-executive directors:
M r .W uJ u n(iv) ––––––
Mr. Zhou Jun (v) ––––––
Subtotal ––––––
Supervisors:
Ms. Yan Songqiu (x) – 238 – 25 1,365 1,628
Ms. Gao Chen (xi) – 127 – – 43 170
Ms. Cao Yang (xii) – 175 – 24 63 262
Subtotal – 540 – 49 1,471 2,060
Total – 2,200 540 195 6,948 9,883
Notes:
(i) Mr. Wu Gansha was appointed as a director of the Company on 22 June 2016, re-appointed as
a director of the Company on 31 October 2024 and be appointed as an executive director of
the Company on 15 May 2025. Mr. Wu Gansha is also the chief executive of the Company.
(ii) Mr. Jiang Yan was appointed as a director of the Company on 22 June 2016 and resigned as
director of the Company with effect from 31 October 2024.
(iii) Mr. Mi Lei was appointed as a director of the Company on 22 June 2016 and resigned as
director of the Company with effect from 31 October 2024.
(iv) Mr. Wu Jun was appointed as a director of the Company on 28 June 2017, re-appointed as a
director of the Company on 31 October 2024, and be appointed as a non-executive director of
the Company on 15 May 2025.
(v) Mr. Zhou Jun was appointed as a director of the Company on 27 April 2020, re-appointed as
a director of the Company on 31 October 2024, and be appointed as a non-executive director
of the Company on 15 May 2025.
(vi) Mr. Ge Shaohua was appointed as a supervisor of the Company on 23 November 2017 and
resigned as supervisor of the Company with effect from 31 October 2024.
(vii) Mr. Zhou Xin was appointed as a director of the Company on 31 October 2024 and be
appointed as an executive director of the Company on 15 May 2025.
(viii) Mr. Chiang Tsung Che was appointed as a director of the Company on 31 October 2024 and
be appointed as an executive director of the Company on 15 May 2025.
(ix) Mr. Gao Xiaohu was appointed as a director of the Company on 31 October 2024 and be
appointed as a non-executive director of the Company on 15 May 2025.
(x) Ms. Yan Songqiu was appointed as a supervisor and the chairman of the board of supervisors
of the Company on 31 October 2024. On 15 May 2025, the Company cancelled the board of
supervisors.
(xi) Ms. Gao Chen was appointed as a supervisor of the Company on 31 October 2024. On 15 May
2025, the Company cancelled the board of supervisors.
APPENDIX I ACCOUNTANTS’ REPORT
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(xii) Ms. Cao Yang was appointed as a supervisor of the Company on 31 October 2024. On 15 May
2025, the Company cancelled the board of supervisors.
(xiii) Mr. Chow Ming Sang was appointed as independent non-executive directors of the Company
on 31 October 2024.
(xiv) Ms. Bai Rui was appointed as independent non-executive directors of the Company on 31
October 2024.
(xv) Mr. Du Zide was appointed as independent non-executive directors of the Company on 31
October 2024.
There was no arrangement under which a director or supervisor waived or agreed to waive any
remuneration during the Relevant Periods.
9. FIVE HIGHEST P AID EMPLO YEES
The five individuals with the highest emoluments in the Group during the Relevant Periods include nil, nil
and one director, respectively, details of whose remuneration are set out in note 8 above. Details of the
remuneration of the remaining five, five and four highest paid employees who are neither a director nor chief
executive of the Company for the Relevant Periods are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind 3,568 3,877 3,677
Discretionary performance related bonuses 1,145 275 538
Pension scheme contributions 258 263 192
Equity-settled share-based payment expense 6,749 7,493 3,875
Total 11,720 11,908 8,282
The number of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands is as follows:
Number of employees
Year ended 31 December
2023 2024 2025
HK$1,500,001 to HK$2,000,000 – 1 3
HK$2,000,001 to HK$2,500,000 2 1 –
HK$2,500,001 to HK$3,000,000 3 2 1
HK$3,000,001 to HK$3,500,000 – 1 –
Total 5 5 4
Prior to and during the Relevant Periods, certain non-director and non-chief executive highest paid
employees were granted share options of the Company in respect of their services to the Group, under the
share-based payment scheme of the Group, further details of which are set out in note 32 to the Historical
Financial Information. The fair value of such share options, which has been recognised in the consolidated
statement of profit or loss, was determined as at the date of grant and the amount included in the Historical
Financial Information for the Relevant Periods is included in the above non-director and non-chief executive
highest paid employees’ remuneration disclosures.
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in
which members of the Group are domiciled and operate.
Hong Kong
The Hong Kong profits tax rate during the Relevant Periods was 16.5%. No provision for Hong Kong profits
tax has been made as the Group did not have any assessable profits arising in Hong Kong during the Relevant
Periods.
Singapore
The Singapore profits tax rate during the Relevant Periods was 17%. No provision for Singapore profits tax
has been made as the Group did not have any assessable profits arising in Singapore during the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Chinese mainland
Pursuant to the Corporate Income Tax Law of the PRC (the “ CIT Law ”) and the respective regulations, the
applicable tax rate is 25%. The Company and two subsidiaries of the Group were qualified as “High and New
Technology Enterprises” and entitled to a preferential income tax rate of 15% during the Relevant Periods.
This qualification is subject to review by the relevant tax authority in the PRC for every three years. Certain
subsidiaries were qualified as “small-scaled minimal profit enterprises” and entitled to an effective
preferential income tax rate of 5% during the Relevant Periods.
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Total current and deferred tax charge for the year – – –
A reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the
effective tax rate is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before tax
Chinese mainland (211,207) (193,446) (210,194)
Hong Kong (1,919) (17,301) (18,547)
Singapore – (832) (1,429)
Total (213,126) (211,579) (230,170)
Tax at the statutory tax rates
Chinese mainland (52,802) (48,362) (52,549)
Hong Kong (317) (2,855) (3,060)
Singapore – (141) (243)
Total (53,119) (51,358) (55,852)
Lower tax rates enacted by local authority 18,716 15,361 16,397
Loss attributable to the joint venture 37 57 182
Expenses not deductible for tax 439 449 420
Additional deductible allowance for
research and development expenses (25,466) (22,946) (19,148)
Tax losses not recognised 53,493 51,803 48,721
Temporary differences not recognised 6,706 9,889 10,916
Utilisation of prior year’s tax losses (806) (3,255) (1,636)
Tax charge at the Group’s effective tax rate – – –
11. DIVIDENDS
No dividends have been declared or paid by the Company during the Relevant Periods.
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE P ARENT
The calculation of the basic loss per share amounts is based on the loss attributable to owners of the parent of
RMB212,402,000, RMB207,511,000 and RMB226,725,000, and the weighted average number of ordinary
shares of 143,540,553, 147,541,628 and 148,023,820 deemed to be outstanding during the Relevant Periods,
respectively.
The share subdivision as mentioned in note 1 is included in the calculation of the basic loss per share amounts
during the Relevant Periods as if the share subdivision were in effect at the beginning of the Relevant Periods.
The weighted average number of ordinary shares deemed to be outstanding before the conversion into a joint
stock company with limited liability was determined by assuming that the paid-in capital had been fully
converted into share capital at the same conversion ratio as upon transformation into a joint stock company
with limited liability.
No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in
respect of a dilution as the Group had no potentially dilutive ordinary shares in issue.
For the details of Pre-IPO Investments, please refer to note 30 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
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13. PROPERTY, PLANT AND EQUIPMENT
The Group
Machinery
equipment
Electronic
equipment
and others
Leasehold
improvements T otal
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost 66,449 13,882 4,165 84,496
Accumulated depreciation (35,505) (11,721) (1,444) (48,670)
Net carrying amount 30,944 2,161 2,721 35,826
At 1 January 2023, net of accumulated
depreciation 30,944 2,161 2,721 35,826
Additions 10,695 2,815 486 13,996
Disposals/write-off (77) – – (77)
Depreciation provided during the year
(note 6) (14,070) (2,351) (621) (17,042)
At 31 December 2023, net of accumulated
depreciation 27,492 2,625 2,586 32,703
At 31 December 2023:
Cost 77,042 16,689 4,651 98,382
Accumulated depreciation (49,550) (14,064) (2,065) (65,679)
Net carrying amount 27,492 2,625 2,586 32,703
31 December 2024
At 1 January 2024:
Cost 77,042 16,689 4,651 98,382
Accumulated depreciation (49,550) (14,064) (2,065) (65,679)
Net carrying amount 27,492 2,625 2,586 32,703
At 1 January 2024, net of accumulated
depreciation 27,492 2,625 2,586 32,703
Additions 12,460 16,662 217 29,339
Disposals/write-off (2,664) (1,742) – (4,406)
Loss of control of an entity (179) (1,784) – (1,963)
Depreciation provided during the year
(note 6) (16,079) (2,621) (860) (19,560)
At 31 December 2024, net of accumulated
depreciation 21,030 13,140 1,943 36,113
At 31 December 2024:
Cost 79,910 24,877 4,868 109,655
Accumulated depreciation (58,880) (11,737) (2,925) (73,542)
Net carrying amount 21,030 13,140 1,943 36,113
31 December 2025
At 1 January 2025:
Cost 79,910 24,877 4,868 109,655
Accumulated depreciation (58,880) (11,737) (2,925) (73,542)
Net carrying amount 21,030 13,140 1,943 36,113
APPENDIX I ACCOUNTANTS’ REPORT
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Machinery
equipment
Electronic
equipment
and others
Leasehold
improvements T otal
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025, net of accumulated
depreciation 21,030 13,140 1,943 36,113
Additions 4,484 764 – 5,248
Disposals/write-off ––––
Depreciation provided during the year
(note 6) (8,859) (3,807) (727) (13,393)
At 31 December 2025, net of accumulated
depreciation 16,655 10,097 1,216 27,968
At 31 December 2025:
Cost 77,633 24,526 4,868 107,027
Accumulated depreciation (60,978) (14,429) (3,652) (79,059)
Net carrying amount 16,655 10,097 1,216 27,968
The Company
Machinery
equipment
Electronic
equipment
and others
Leasehold
improvements T otal
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost 14,465 5,829 251 20,545
Accumulated depreciation (9,122) (5,125) (8) (14,255)
Net carrying amount 5,343 704 243 6,290
At 1 January 2023, net of accumulated
depreciation 5,343 704 243 6,290
Additions 4,345 1,437 – 5,782
Disposals/write-off (41) (8) – (49)
Depreciation provided during the year (2,169) (534) (97) (2,800)
At 31 December 2023, net of accumulated
depreciation 7,478 1,599 146 9,223
At 31 December 2023:
Cost 18,768 7,258 251 26,277
Accumulated depreciation (11,290) (5,659) (105) (17,054)
Net carrying amount 7,478 1,599 146 9,223
31 December 2024
At 1 January 2024:
Cost 18,768 7,258 251 26,277
Accumulated depreciation (11,290) (5,659) (105) (17,054)
Net carrying amount 7,478 1,599 146 9,223
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 365 ---
Machinery
equipment
Electronic
equipment
and others
Leasehold
improvements T otal
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024, net of accumulated
depreciation 7,478 1,599 146 9,223
Additions 4,087 31 – 4,118
Disposals/write-off (1,020) (832) – (1,852)
Depreciation provided during the year (2,511) (680) (97) (3,288)
At 31 December 2024, net of accumulated
depreciation 8,034 118 49 8,201
At 31 December 2024:
Cost 20,657 5,373 251 26,281
Accumulated depreciation (12,623) (5,255) (202) (18,080)
Net carrying amount 8,034 118 49 8,201
31 December 2025
At 1 January 2025:
Cost 20,657 5,373 251 26,281
Accumulated depreciation (12,623) (5,255) (202) (18,080)
Net carrying amount 8,034 118 49 8,201
At 1 January 2025, net of accumulated
depreciation 8,034 118 49 8,201
Additions 3,847 585 – 4,432
Depreciation provided during the year (2,955) (100) (49) (3,104)
At 31 December 2025, net of accumulated
depreciation 8,926 603 – 9,529
At 31 December 2025:
Cost 22,390 4,994 251 27,635
Accumulated depreciation (13,464) (4,391) (251) (18,106)
Net carrying amount 8,926 603 – 9,529
14. LEASES
The Group as a lessee
The Group has lease contracts for various properties used in its operations. Leases of properties generally
have lease terms between 1.08 and 9.58 years. Generally, the Group is restricted from assigning and subleasing
the leased assets outside the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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(a) Right-of-use assets
The Group
The carrying amounts of the right-of-use assets for properties and the movements during the Relevant
Periods are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year 27,293 24,583 21,137
Additions 2,655 2,393 1,442
Lease modification – – (904)
Depreciation charge (5,365) (5,839) (5,463)
Exchange realignment – – (3)
Carrying amount at end of year 24,583 21,137 16,209
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year 17,271 14,026 11,240
Lease modification – – (2,473)
Early termination of leases (367) – –
Depreciation charge (2,878) (2,786) (2,345)
Carrying amount at end of year 14,026 11,240 6,422
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as
follows:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year 27,705 25,568 22,254
New leases 2,655 2,393 1,442
Accretion of interest recognised during the year 1,209 1,070 865
Lease modification – – (904)
Discretionary rent concessions from lessors (46) (12) –
Payments (5,970) (6,816) (6,742)
Exchange realignment 15 51 (49)
Carrying amount at end for year 25,568 22,254 16,866
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 367 ---
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Current portion
Repayable within one year 5,465 4,746 5,491
Non-current portion
Repayable in the second year 4,276 5,003 4,276
Repayable in the third to fifth years 11,565 11,504 7,099
Repayable beyond five years 4,262 1,001 –
Total lease liabilities 25,568 22,254 16,866
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at beginning of year 17,497 14,457 11,781
Accretion of interest recognised during the year 713 588 416
Payments (3,364) (3,264) (3,213)
Early termination of leases (398) – –
Exchange realignment 9 – –
Lease modification – – (2,473)
Carrying amount at end for year 14,457 11,781 6,511
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Current portion
Repayable within one year 2,676 2,657 2,120
Non-current portion
Repayable in the second year 2,657 3,060 1,661
Repayable in the third to fifth years 6,922 5,570 2,730
Repayable beyond five years 2,202 494 –
Total lease liabilities 14,457 11,781 6,511
The maturity analysis of lease liabilities is disclosed in note 39 to the Historical Financial
Information.
(c) The amounts charged/(credited) to profit or loss in relation to leases are as follows:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities 1,209 1,070 865
Depreciation charge of right-of-use assets 5,365 5,839 5,463
Discretionary rent concessions from lessors (46) (12) –
Expense related to short-term leases 208 1,450 1,928
Total amount recognised in profit or loss 6,736 8,347 8,256
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 368 ---
(d) The total cash outflow for leases is disclosed in note 35(b) to the Historical Financial Information.
The Group as a lessor
The Group leases some of its property, plant and equipment in Chinese mainland under operating
lease arrangements. Details of rental income recognised by the Group during the Relevant Periods are
included in note 5 to the Historical Financial Information.
As at the end of each of the Relevant Periods, the undiscounted lease payments receivable by the
Group in future periods under operating leases with its tenants are as follows.
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within one year 1,131 263 98
15. INTANGIBLE ASSETS
The Group
Software Trademark Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost 1,999 35 2,034
Accumulated amortisation (731) (18) (749)
Net carrying amount 1,268 17 1,285
At 1 January 2023, net of accumulated amortisation 1,268 17 1,285
Additions 12,381 – 12,381
Amortisation provided during the year (note 6) (854) (3) (857)
At 31 December 2023, net of accumulated amortisation 12,795 14 12,809
At 31 December 2023
Cost 14,380 35 14,415
Accumulated amortisation (1,585) (21) (1,606)
Net carrying amount 12,795 14 12,809
31 December 2024
At 1 January 2024
Cost 14,380 35 14,415
Accumulated amortisation (1,585) (21) (1,606)
Net carrying amount 12,795 14 12,809
At 1 January 2024, net of accumulated amortisation 12,795 14 12,809
Amortisation provided during the year (note 6) (2,392) (3) (2,395)
At 31 December 2024, net of accumulated amortisation 10,403 11 10,414
At 31 December 2024
Cost 14,380 35 14,415
Accumulated amortisation (3,977) (24) (4,001)
Net carrying amount 10,403 11 10,414
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 369 ---
Software Trademark Total
RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025
Cost 14,380 35 14,415
Accumulated amortisation (3,977) (24) (4,001)
Net carrying amount 10,403 11 10,414
At 1 January 2025, net of accumulated amortisation 10,403 11 10,414
Additions 6,686 – 6,686
Amortisation provided during the year (note 6) (2,518) (4) (2,522)
At 31 December 2025, net of accumulated amortisation 14,571 7 14,578
At 31 December 2025
Cost 21,066 35 21,101
Accumulated amortisation (6,495) (28) (6,523)
Net carrying amount 14,571 7 14,578
The Company
Software Trademark Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost 170 35 205
Accumulated amortisation (107) (18) (125)
Net carrying amount 63 17 80
At 1 January 2023, net of accumulated amortisation 63 17 80
Additions 6,611 – 6,611
Amortisation provided during the year (618) (3) (621)
At 31 December 2023, net of accumulated amortisation 6,056 14 6,070
At 31 December 2023
Cost 6,780 35 6,815
Accumulated amortisation (724) (21) (745)
Net carrying amount 6,056 14 6,070
31 December 2024
At 1 January 2024
Cost 6,780 35 6,815
Accumulated amortisation (724) (21) (745)
Net carrying amount 6,056 14 6,070
At 1 January 2024, net of accumulated amortisation 6,056 14 6,070
Amortisation provided during the year (1,629) (3) (1,632)
At 31 December 2024, net of accumulated amortisation 4,427 11 4,438
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 370 ---
Software Trademark Total
RMB’000 RMB’000 RMB’000
At 31 December 2024
Cost 6,780 35 6,815
Accumulated amortisation (2,353) (24) (2,377)
Net carrying amount 4,427 11 4,438
31 December 2025
At 1 January 2025
Cost 6,780 35 6,815
Accumulated amortisation (2,353) (24) (2,377)
Net carrying amount 4,427 11 4,438
At 1 January 2025, net of accumulated amortisation 4,427 11 4,438
Additions 5,408 – 5,408
Amortisation provided during the year (1,714) (4) (1,718)
At 31 December 2025, net of accumulated amortisation 8,121 7 8,128
At 31 December 2025
Cost 12,188 35 12,223
Accumulated amortisation (4,067) (28) (4,095)
Net carrying amount 8,121 7 8,128
16. INVESTMENTS IN A JOINT VENTURE
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Share of net assets 717 – –
The joint venture is not considered individually material during the Relevant Periods and at the end of each of
the Relevant Periods. The following tables illustrates the related financial information:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Group’s share of the joint venture’s
loss for the year (247) (381) (1,211)
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of the Group’s investments in the
joint venture 717 – –
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 371 ---
17. INVESTMENTS IN SUBSIDIARIES
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost 958,366 1,030,401 1,110,053
Particulars of the principal subsidiaries as at the date of this report are set out in note 1 to the Historical
Financial Information.
18. EQUITY INVESTMENTS DESIGNATED AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE
INCOME
The Group and the Company
Percentage
of equity
interest
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Unlisted equity investments, at fair value
Dongfeng Iseki Agricultural Machinery Co.,
Ltd. 2.0% 55,300 37,600 35,200
The above equity investments were irrevocably designated at fair value through other comprehensive income
as the Group considers the investment to be strategic in nature.
19. INVENTORIES
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials 22,234 17,872 22,322
Work in progress 13,375 6,100 16,427
Finished goods 34,467 22,098 24,030
Subtotal 70,076 46,070 62,779
Impairment (1,206) (1,424) (2,689)
Net carrying amount 68,870 44,646 60,090
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials 4,138 3,348 3,754
Work in progress 1,188 1,293 1,255
Finished goods 10,981 7,731 4,804
Subtotal 16,307 12,372 9,813
Impairment (336) (581) (838)
Net carrying amount 15,971 11,791 8,975
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 372 ---
20. TRADE AND BILLS RECEIV ABLES
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables 148,396 254,500 342,439
Impairment (9,646) (14,761) (31,095)
Subtotal 138,750 239,739 311,344
Bills receivable 1,472 3,580 4,171
Net carrying amount 140,222 243,319 315,515
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables 87,316 102,963 159,598
Impairment (4,107) (6,839) (9,835)
Subtotal 83,209 96,124 149,763
Bills receivable 878 1,920 1,736
Net carrying amount 84,087 98,044 151,499
The Group’s trading terms with its customers are mainly on credit, except for small-sized customers, where
payment in advance is normally required. The Group seeks to maintain strict control over its outstanding
receivables and overdue balances are reviewed regularly by senior management Trade receivables are settled in
accordance with the terms of the respective contracts. Notwithstanding that the Group has concentration of
credit risk as further detailed in note 39 to the Historical Financial Information, the directors of the
Company are of the view that there have been no significant credit risk of default because the amounts are
from customers with good repayment history. The Group does not hold any collateral or other credit
enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.
Bills receivable are short-term banks’ acceptances, and the Group has the right to collect the bills amount
from the issuing banks at maturity, with a term of 6 to 12 months from the issuance date.
Included in the Group’s trade receivables are amounts due from the Group’s joint venture of approximately
RMB12,272,000, RMB23,294,000 and RMB9,459,000 as at 31 December 2023, 2024 and 2025, respectively,
which are repayable on credit terms similar to those offered to the other customers of the Group.
An ageing analysis of the trade and bills receivables of the Group as at the end of each of the Relevant
Periods, based on the date of products delivered or services rendered and net of loss allowance, is as follows:
The Group
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 12 months 124,104 208,316 233,026
13 months to 24 months 11,525 29,413 75,719
25 months to 36 months 4,593 4,558 4,626
Over 36 months – 1,032 2,144
Total 140,222 243,319 315,515
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 373 ---
The Company
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 12 months 77,935 80,600 117,934
13 months to 24 months 3,502 17,444 33,211
25 months to 36 months 2,650 – 354
Total 84,087 98,044 151,499
The movements in the loss allowance for impairment of trade receivables are as follows:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 16,895 9,646 14,761
Impairment losses, net (note 6) 504 7,378 16,926
Amounts written off as uncollectible (7,753) (2,263) (592)
At end of year 9,646 14,761 31,095
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 6,230 4,107 6,839
Impairment losses, net (2,057) 6,599 2,996
Amounts written off as uncollectible (66) (3,867) –
At end of year 4,107 6,839 9,835
The decrease in the loss allowance during the year ended 31 December 2023 was mainly due to the net
decrease in the gross carrying amount after the settlement of trade receivables and origination of new trade
receivables. The increase in the loss allowance during the year ended 31 December 2024 and 2025 was mainly
due to the net effect of an increase in trade receivables with ageing over 12 months and the write-off of certain
trade receivables.
An impairment analysis is performed at the end of each of the Relevant Periods. The provision rates are based
on the aging 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 end of each of the Relevant Periods about past events, current conditions and forecasts of
future economic conditions. In addition, when there exists an indicator of significant difference in credit risk
in relation to a particular debtor, an impairment analysis is performed in respect of the corresponding
outstanding receivable balance on an individual debtor basis.
APPENDIX I ACCOUNTANTS’ REPORT
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Set out below is the information about the credit risk exposure on the trade receivables:
The Group
As at 31 December 2023
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate 9.3%
Gross carrying amount (RMB’000) 26,872
Expected credit losses (RMB’000) 2,498
Collectively assessed:
Expected credit loss rate 3.3% 17.2% 26.4% – – 5.9%
Gross carrying amount (RMB’000) 102,827 12,458 6,239 – – 121,524
Expected credit losses (RMB’000) 3,358 2,144 1,646 – – 7,148
As at 31 December 2024
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate 5.1%
Gross carrying amount (RMB’000) 43,414
Expected credit losses (RMB’000) 2,193
Collectively assessed:
Expected credit loss rate 2.9% 14.6% 29.1% 50.1% – 6.0%
Gross carrying amount (RMB’000) 168,825 35,225 4,969 2,067 – 211,086
Expected credit losses (RMB’000) 4,938 5,148 1,447 1,035 – 12,568
As at 31 December 2025
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate 38.8%
Gross carrying amount (RMB’000) 14,552
Expected credit losses (RMB’000) 5,646
Collectively assessed:
Expected credit loss rate 4.1% 12.6% 28.8% 57.7% 100.0% 7.8%
Gross carrying amount (RMB’000) 229,353 87,544 6,494 3,319 1,177 327,887
Expected credit losses (RMB’000) 9,420 11,069 1,868 1,915 1,177 25,449
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 375 ---
The Company
As at 31 December 2023
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate –
Gross carrying amount (RMB’000) 5,302
Expected credit losses (RMB’000) 1
Collectively assessed:
Expected credit loss rate 3.3% 17.2% 26.4% – – 5.0%
Gross carrying amount (RMB’000) 74,184 4,230 3,600 – – 82,014
Expected credit losses (RMB’000) 2,428 728 950 – – 4,106
As at 31 December 2024
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate 49.9%
Gross carrying amount (RMB’000) 3,064
Expected credit losses (RMB’000) 1,529
Collectively assessed:
Expected credit loss rate 2.9% 14.6% – – – 5.3%
Gross carrying amount (RMB’000) 79,469 20,430 – – – 99,899
Expected credit losses (RMB’000) 2,324 2,986 – – – 5,310
As at 31 December 2025
Ageing
Within
12
months
13
months
to 24
months
25
months
to 36
months
37
months
to 48
months
Over 48
months Total
Individually assessed:
Expected credit loss rate –
Gross carrying amount (RMB’000) –
Expected credit losses (RMB’000) –
Collectively assessed:
Expected credit loss rate 4.0% 12.6% 28.8% – – 6.2%
Gross carrying amount (RMB’000) 121,083 38,018 497 – – 159,598
Expected credit losses (RMB’000) 4,885 4,807 143 – – 9,835
Bills receivables are subject to impairment using the low credit risk simplification under the general approach.
At the end of each of the Relevant Periods, the Group evaluates whether the bills receivable are considered to
have credit risk using all reasonable and supportable information that is available without undue cost or
effort. In making that evaluation, the Group reassessed the credit ratings of the accepting bank for the bills
receivable. The Group did not recognize any impairment loss on bills receivable at the end of each of the
Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Transferred financial assets that are not derecognised in their entirety
The Group endorsed certain bills receivable accepted by banks in the Chinese mainland (the “ Endorsed Bills ”)
with aggregate amounts of nil, nil and RMB3,161,000 as at 31 December 2023, 2024 and 2025, respectively, to
certain of its suppliers in order to settle the trade payables due to such suppliers (the “ Endorsement ”). In the
opinion of the directors, the Group has retained substantially all the risks and rewards, which include default
risks relating to such Endorsed Bills, and accordingly, it continued to recognise the full carrying amounts of
the Endorsed Bills and the associated trade payables settled. Subsequent to the Endorsement, the Group did
not retain any rights on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed
Bills to any other third parties.
Transferred financial assets that are derecognised in their entirety
The Group discounted certain bank acceptance notes with aggregate amounts of nil, nil and RMB26,000 as at
31 December 2023, 2024 and 2025, respectively, to certain banks in Chinese mainland. In accordance with the
Law of Negotiable Instruments in the PRC, the holders of the aforementioned bills may exercise the right of
recourse against any, several or all of the persons liable for the aforementioned bills, including the Group, in
disregard of the order of precedence (the “ Continuing Involvement ”). In the opinion of the directors, the risk
of the Group being claimed by the banks holding those derecognised bills is remote. The Group has
transferred substantially all risks and rewards relating to the derecognised notes in the absence of a default of
the accepted banks. Accordingly, it has derecognised the full carrying amounts of the derecognised notes. The
maximum exposure to loss from the Group’s Continuing Involvement in the derecognised notes and the
undiscounted cash flows to repurchase these derecognised notes is equal to their carrying amounts. In the
opinion of the directors, the fair values of the Group’s Continuing Involvement in the derecognised notes are
not significant.
The Group endorsed certain bills receivable accepted by banks in Chinese mainland (the “ Derecognised
Bills ”) to certain of its suppliers in order to settle the trade payables due to such suppliers with aggregate
amounts of nil, nil and RMB3,215,000 as at 31 December 2023, 2024 and 2025. The Derecognised Bills had a
maturity of one to six months at the end of the reporting period. In accordance with the Law of Negotiable
Instruments in the PRC, the holders of the Derecognised Bills may exercise the right of recourse against any,
several or all of the persons liable for the Derecognised Bills, including the Group, in disregard of the order of
precedence. In the opinion of the directors, the risk of the Group being claimed by the holders of the
Derecognised Bills is remote in the absence of a default of the accepted banks. The Group has transferred
substantially all risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full
carrying amounts of the Derecognised Bills and the associated trade payables. The maximum exposure to loss
from the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash flows to
repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of the directors, the
fair values of the Group’s Continuing Involvement in the Derecognised Bills are not significant.
21. CONTRACT ASSETS
The Group
1 January 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Contract assets arising from provision of
autonomous driving solutions 2,359 7,009 13,672 9,960
Impairment (201) (269) (441) (409)
Non-current
Contract assets arising from provision of
autonomous driving solutions – – – 1,746
Impairment – – – (72)
Net carrying amount 2,158 6,740 13,231 11,225
The Company
1 January 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Contract assets arising from provision of
autonomous driving solutions 1,008 4,602 8,481 6,102
Impairment (86) (151) (249) (251)
Net carrying amount 922 4,451 8,232 5,851
APPENDIX I ACCOUNTANTS’ REPORT
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Contract assets are initially recognised for revenue earned from the provision of autonomous driving
solutions as the receipt of consideration is conditional on successful completion of warranty conditions.
Included in contract assets for the provision of solutions are retention receivables. Upon completion of
warranty conditions and acceptance by the customer, the amounts recognised as contract assets are
reclassified to trade receivables. The increase in contract assets in 2023 and 2024 was the result of the increase
in the ongoing provision of autonomous driving solutions. The decrease in contract assets in 2025 was due to
the reclassification to trade receivables or the receipt of consideration upon the completion of warranty
conditions.
The Group’s trading terms and credit policy with customers are disclosed in note 20 to the Historical
Financial Information.
Included in the Group’s contract assets are amounts from the Group’s joint venture of approximately
RMB1,008,000, RMB435,000 and RMB892,000 as at 31 December 2023, 2024 and 2025, respectively.
The contract assets of the Group as at end of each of the Relevant Periods are expected to be recovered or
settled within one year or over one year to three years, depending on the underlying contract terms.
The movements in the loss allowance for impairment of contract assets are as follows:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 201 269 441
Impairment losses, net (note 6) 68 172 40
At end of year 269 441 481
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 86 151 249
Impairment losses, net 65 98 2
At end of year 151 249 251
The increase in the loss allowance as at 31 December 2023 and 2024 was mainly due to the increase in carrying
amount of the contract assets. The increase in the loss allowance as at 31 December 2025 was mainly due to
the increase in expected credit loss rate of the contract assets.
An impairment analysis is performed at the end of each of the Relevant Periods using a provision matrix to
measure expected credit losses. The provision rates for the measurement of the expected credit losses of the
contract assets are based on those of the trade receivables as the contract assets and the trade receivables are
from the same customer bases. The provision rates of contract assets are based on the ageing of trade
receivables for groupings of various customer segments with similar loss patterns. The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and supportable information that is
available at the end of each of the Relevant Periods about past events, current conditions and forecasts of
future economic conditions.
Set out below is the information about the credit risk exposure on the contract assets:
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Expected credit loss rate 3.8% 3.2% 4.1%
Gross carrying amount (RMB’000) 7,009 13,672 11,706
Expected credit losses (RMB’000) 269 441 481
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Expected credit loss rate 3.3% 2.9% 4.1%
Gross carrying amount (RMB’000) 4,602 8,481 6,102
Expected credit losses (RMB’000) 151 249 251
22. PREP A YMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Prepayments 6,305 3,583 13,141
Deposits 716 405 3,111
Due from related parties 34 2,130 12
Value-added tax recoverable 376 2,699 2,587
Others 127 1,142 3,849
7,558 9,959 22,700
Non-current
Prepayments 221 213 8,863
Deposits 1,479 1,835 1,170
1,700 2,048 10,033
The Company
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments 3,129 4,225 7,414
Deposits 137 53 118
Due from related parties 34 983 12
Due from subsidiaries 1,602 4,261 9,727
Others – 1,090 2,689
4,902 10,612 19,960
Non-current
Prepayments – – 106
Deposits 813 907 587
813 907 693
The balances are not secured by collateral.
The financial assets included in the above balances relate to receivables for which there was no recent history
of default and past due amounts. At the end of each of the Relevant Periods, the loss allowance was assessed
to be minimal.
Included in the Group’s prepayments, other receivables and other assets are amounts due from the entities
controlled by the chief executive of the Company of approximately RMB34,000, RMB2,130,000 and
RMB12,000 as at 31 December 2023, 2024 and 2025, respectively, which are repayable on credit terms similar
to those offered to the other debtors of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Wealth management products, at fair value 81,968 27,124 1,710
The Company
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Wealth management products, at fair value 30,679 1,680 1,710
The wealth management products were issued by banks in Chinese mainland. They were mandatorily
classified as financial assets at fair value through profit or loss as their contractual cash flows are not solely
payments of principal and interest.
24. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND TIME DEPOSITS
The Group
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances 101,612 44,687 44,444
Time deposits 311,712 177,504 70,117
413,324 222,191 114,561
Less: restricted cash (356) (458) (1,212)
Cash and cash equivalents 412,968 221,733 113,349
The Company
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances 14,512 24,048 25,055
Time deposits 113,274 10,008 –
127,786 34,056 25,055
Less: restricted cash (356) (458) (122)
Cash and cash equivalents 127,430 33,598 24,933
At the end of the Relevant Periods, the cash and bank balances of the Group denominated in RMB amounted
to RMB94,030,000, RMB33,932,000 and RMB41,301,000 as at 31 December 2023, 2024 and 2025,
respectively. The RMB is not freely convertible into other currencies, however, under Chinese mainland’s
Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign
Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks
authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Time deposits are made for
varying periods of between one day and one year depending on the immediate cash requirements of the
Group, and earn interest at the respective time deposit rates. The bank balances and time deposits are
deposited with creditworthy banks with no recent history of default.
APPENDIX I ACCOUNTANTS’ REPORT
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25. TRADE AND BILLS P A YABLES
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the
date of goods or services received, is as follows:
The Group
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 12 months 45,248 53,021 112,865
13 months to 24 months 677 988 3,464
25 months to 36 months 13 102 81
Over 36 months 241 223 244
Total 46,179 54,334 116,654
The Company
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 12 months 43,607 17,245 67,781
13 months to 24 months 521 631 722
25 months to 36 months 13 37 57
Over 36 months 1 – 2
Total 44,142 17,913 68,562
The trade and bills payables are non-interest-bearing and are normally settled on 180-day terms.
26. OTHER P A YABLES AND ACCRUALS
The Group
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Payroll and welfare payables 34,834 26,084 38,616
Other tax payables 11,524 14,060 22,110
Other payables 12,847 7,312 10,642
Provision 3,124 11,715 13,842
Deferred income 3,000 8,000 8,000
Others – 713 2,581
Total 65,329 67,884 95,791
Non-current
Deferred income 5,000 – –
Total 5,000 – –
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Payroll and welfare payables 14,487 11,057 16,276
Other payables 3,176 4,412 6,750
Other taxes payables 2,498 3,821 7,182
Provision 519 1,722 3,979
Deferred income 3,000 8,000 8,000
Due to subsidiaries 41,224 106,327 174,878
Total 64,904 135,339 217,065
Non-current
Deferred income 5,000 – –
Total 5,000 – –
Other payables are non-interest-bearing and repayable on demand.
27. CONTRACT LIABILITIES
An analysis of contract liabilities arising from short-term advances received from customers is as follows:
The Group
1 January 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Short-term advances received from customers
Autonomous driving vehicle solutions 322 2,929 2,348 7,682
Autonomous driving kit solutions 278 59 267 –
Autonomous driving software solutions – 935 2,045 993
Contract liabilities 600 3,923 4,660 8,675
The Company
1 January 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances received from customers
Autonomous driving vehicle solutions 125 509 109 415
Autonomous driving kit solutions 272 43 – –
Autonomous driving software solutions – 501 – 113
Contract liabilities 397 1,053 109 528
The contract liabilities represent the advanced consideration received from customers before the Group
transfers the related goods or services. The increase in contract liabilities of the Group during the years ended
31 December 2023 and 2024 was mainly due to the increase in the short-term advances received from
customers in relation to provision of autonomous driving vehicle solutions and autonomous driving software
solutions at the end of the respective years. The increase in contract liabilities of the Group during the year
ended 31 December 2025 was mainly due to net effect of the significant increase in the short-term advances
received from customers in relation to provision of autonomous driving vehicle solutions and the decrease in
the short-term advances received from customers in relation to provision of autonomous driving software
solutions. The decrease in contract liabilities of the Company in the year ended 31 December 2024 was mainly
due to the decrease in the short-term advances received from customers in relation to provision of
autonomous driving vehicle solutions and autonomous driving software solutions. The increase in contract
liabilities of the Company in the year ended 31 December 2025 was mainly due to the increase in the
short-term advances received from customers in relation to provision of autonomous driving vehicle
solutions and autonomous driving software solutions.
APPENDIX I ACCOUNTANTS’ REPORT
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28. INTEREST-BEARING BANK LOANS
The Group
31 December 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured* 4.20 2024 2,000
Bank loans – unsecured 3.15-3.70 2024 66,039
Total 68,039
31 December 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured* 3.80 2025 10,000
Bank loans –unsecured 2.80-5.18 2025 48,461
Subtotal 58,461
Non-current
Bank loans –unsecured 3.50 2026 9,900
Total 68,361
31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – unsecured 2.50-3.80 2026 124,200
Non-current
Bank loans – unsecured – – –
Total 124,200
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year or on demand 68,039 58,461 124,200
In the second year – 9,900 –
Total 68,039 68,361 124,200
* These bank loans were secured by the Group’s self-developed intellectual property rights which were
expensed and recorded in the consolidated statement of profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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An analysis of the carrying amounts of bank loans by type of interest rate is as follows:
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Variable interest rate 29,963 9,960 59,244
Fixed interest rate 38,076 58,401 64,956
Total 68,039 68,361 124,200
The Company
31 December 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured* 4.20 2024 2,000
Bank loans – unsecured 3.20-5.18 2024 46,123
Total 48,123
31 December 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – secured* 3.80 2025 10,000
Bank loans – unsecured 3.00-3.80 2025 38,545
Total 48,545
31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans – unsecured 2.80-2.95 2026 104,384
Total 104,384
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year or on demand 48,123 48,545 104,384
* These bank loans were secured by the Company’s self-developed intellectual property rights which
were expensed and recorded in the statement of profit or loss of the Company. The Company’s loans
are also guaranteed by its subsidiaries at the same time.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 384 ---
An analysis of the carrying amounts of bank loans by type of interest rate is as follows:
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Variable interest rate 20,046 – 49,337
Fixed interest rate 28,077 48,545 55,047
Total 48,123 48,545 104,384
The Group’s and the Company’s interest-bearing bank loans are denominated in RMB.
29. DEFERRED TAX
The movements in deferred tax assets/(liabilities) during the Relevant Periods are as follows:
The Group
Lease liabilities
Right-of-use
assets
Changes in fair
value of equity
investments
designated at fair
value through
other
comprehensive
income Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 4,460 (4,460) (840) (840)
Deferred tax (charged)/credited to profit or loss (374) 374 – –
Deferred tax charged to other
comprehensive income – – 45 45
At 31 December 2023 and1 January 2024 4,086 (4,086) (795) (795)
Deferred tax (charged)/credited to profit or loss (578) 578 – -
Deferred tax credited to other
comprehensive loss – – 795 795
At 31 December 2024 and 1 January 2025 3,508 (3,508) – –
Deferred tax (charged)/credited to profit or loss (757) 757 – –
At 31 December 2025 2,751 (2,751) – –
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Lease liabilities
Right-of-use
assets
Changes in fair
value of equity
investments
designated at fair
value through
other
comprehensive
income Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 2,590 (2,590) (840) (840)
Deferred tax (charged)/credited to profit or loss (486) 486 – –
Deferred tax charged to other comprehensive
income – – 45 45
At 31 December 2023 and1 January 2024 2,104 (2,104) (795) (795)
Deferred tax (charged)/credited to profit or loss (420) 420 – –
Deferred tax credited to other
comprehensive loss – – 795 795
At 31 December 2024 and 1 January 2025 1,684 (1,684) – –
Deferred tax (charged)/credited to profit or loss (721) 721 – –
At 31 December 2025 963 (963) – –
Deferred tax assets have not been recognised in respect of the following items of the Group:
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Tax losses
available within one to five years 156,188 201,562 250,147
available within one to ten years 1,435,395 1,670,478 1,889,752
available indefinitely 1,713 19,501 40,296
Subtotal 1,593,296 1,891,541 2,180,195
Deductible temporary differences 43,688 58,333 58,880
Total 1,636,984 1,949,874 2,239,075
Tax losses arising in Chinese mainland are generally deductible over one to five years, extended to up to ten
years for the Company and certain subsidiaries with high and new technology enterprise qualification. The
tax losses arising from overseas subsidiaries or the subsidiary located in Hong Kong have no indefinite expire
date. Deferred tax assets for the Company and all of its subsidiaries have not been recognised in respect of the
above items as it is not considered probable that taxable profits will be available against which the above items
can be utilised.
APPENDIX I ACCOUNTANTS’ REPORT
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30. P AID-IN CAPITAL AND SHARE CAPITAL
A summary of movements in the Company’s issued paid-in capital and share capital during the Relevant
Periods is as follows:
Number of
shares in issue Share capital Paid-in capital
RMB’000 RMB’000
At 1 January 2023 – – 13,994
Capital contribution by shareholders – – 608
At 31 December 2023 and 1 January 2024 – – 14,602
Capital contribution by shareholders – – 200
Issue of ordinary shares upon conversion into a
joint stock company with limited liability 14,802,382 14,802 (14,802)
At 31 December 2024 and 1 January 2025 14,802,382 14,802 –
Share subdivision 133,221,438 – –
At 31 December 2025 148,023,820 14,802 –
Year ended 31 December 2023
In January and March 2023, the Company entered into two capital increase agreements with certain investors
and received capital contributions of RMB300,000,000 in March 2023 from these investors, of which
RMB608,000 and RMB299,392,000 were recognised in paid-in capital and capital reserve, respectively.
Year ended 31 December 2024
In January 2024, one shareholder of the Company made contribution of previously subscribed registered
capital of RMB200,000 to the Company.
In October 2024, the Company was converted into a joint stock company with limited liability under the
Company Law of the PRC. The net assets of the Company as of the conversion base date, including paid-in
capital and reserves, amounting to RMB1,052,000,000 were converted into 14,802,382 ordinary shares at
RMB1.00 per share. The excess of the net assets converted over the nominal value of the ordinary shares
issued was credited to the Company’s capital reserve.
Year ended 31 December 2025
On 15 May 2025, each share of the Company with a nominal value of RMB1.00 was subdivided into 10 shares
with a nominal value of RMB0.10 each. Upon completion of such share subdivision, the registered capital of
the Company was RMB14,802,382, which was divided into 148,023,820 shares with a nominal value of
RMB0.10 each.
Prior to the Relevant Periods and in January and March 2023, the Company entered into capital increase
agreements with various pre-IPO investors (collectively, the “ Pre-IPO Investors ”) and issued ordinary shares
with a total consideration of approximately RMB1,746.4 million (collectively the “ Pre-IPO Investments ”)
with the respective par value being recorded as share capital and the remainder as reserves. Pursuant to the
aforementioned capital increase agreements, as well as the joint venture agreements entered into between the
Company, the co-founders and the then Pre-IPO Investors and the Company’s articles of association in May
2023 (collectively, the “ Pre-IPO Investors Agreements ”), the Pre-IPO Investors were granted by the Company
with special rights which included redemption rights, anti-dilution rights and liquidation preferences rights.
There was no exercise of redemption rights, and liquidation preferences rights granted by the Company
throughout the Relevant Periods.
On 26 May 2025, the Company and the Pre-IPO Investors subsequently entered into a termination agreement,
agreeing that certain of the special rights granted by the Company to Pre-IPO Investors, including
redemption rights, liquidation preferences and anti-dilution rights had been irrecoverably terminated and
shall be void ab initio . Taking into account the legal and regulatory framework of the Company’s jurisdiction
and the governing law of the termination agreements, the directors considered that it is appropriate to present
the Pre-IPO Investments as equity throughout the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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Had the redemption rights and liquidation preferences rights granted by the Company to the Pre-IPO
Investors been accounted for as financial liabilities measured at fair value prior to entering into the
termination agreements, (i) the financial liabilities measured at fair value, total current liabilities, net current
liabilities and net liabilities would have been:
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
Financial liabilities measured at fair value 3,358,748 3,484,343 –
Total current liabilities 3,547,683 3,674,428 350,811
Net current assets/(liabilities) (2,829,001) (3,113,958) 173,316
Net assets/(liabilities) (2,727,087) (3,034,054) 267,603
; and (ii) the fair value changes associated with the financial liabilities measured at fair value, the net loss
during the Relevant Periods, basic and dilutive losses per share would have been:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fair value changes associated with the financial
liabilities measured at fair value 95,790 125,595 169,449
Total net losses (308,916) (337,174) (399,619)
Basic and diluted losses per share (expressed in RMB) (2.15) (2.26) (2.68)
31. 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 in the Historical Financial Information.
(a) Capital reserve
The capital reserve of the Group mainly comprises the difference between the consideration received
from shareholders and the value of the paid-up capital, as well as the impact arising from the
Company’s conversion into a joint stock limited liability company and loss control of an entity.
(b) Share-based payment reserve
The share-based payment reserve comprises the Group’s equity settled share-based payments. Further
details are contained in note 32 to the Historical Financial Information.
(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
represented the fair value changes, net of tax, on equity investments designated at fair value through
other comprehensive income.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 388 ---
The Company
The amounts of the Company’s reserves and the movements therein for the Relevant Periods are presented as
follows:
Year ended 31 December 2023:
Capital reserve
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2023 1,411,058 48,199 4,760 (562,980) 901,037
Loss for the year – – – (94,693) (94,693)
Other comprehensive income
for the year:
Changes in fair value of
equity investments at
fair value through other
comprehensive income,
net of tax – – (255) – (255)
Total comprehensive loss for
the year – – (255) (94,693) (94,948)
Capital contribution 299,392 – – – 299,392
Equity-settled share-based
payment arrangements – 15,273 – – 15,273
As at 31 December 2023 1,710,450 63,472 4,505 (657,673) 1,120,754
Year ended 31 December 2024:
Capital reserve
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 1,710,450 63,472 4,505 (657,673) 1,120,754
Loss for the year – – – (91,902) (91,902)
Other comprehensive loss for
the year:
Changes in fair value of
equity investments at
fair value through other
comprehensive loss, net
of tax – – (16,905) – (16,905)
Total comprehensive loss for
the year – – (16,905) (91,902) (108,807)
Conversion into a joint stock
limited liability company (670,158) (71,154) 7,000 734,312 –
Equity-settled share-based
payment arrangements – 18,542 – – 18,542
As at 31 December 2024 1,040,292 10,860 (5,400) (15,263) 1,030,489
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December 2025:
Capital reserve
Share-based
payment reserve
Fair value
reserve of
financial assets
at fair value
through other
comprehensive
income
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2025 1,040,292 10,860 (5,400) (15,263) 1,030,489
Loss for the period – – – (73,191) (73,191)
Other comprehensive loss for
the year:
Changes in fair value of
equity investments at
fair value through other
comprehensive loss, net
of tax – – (2,400) – (2,400)
Total comprehensive loss for
the year – – (2,400) (73,191) (75,591)
Equity-settled share-based
payment arrangements – 16,889 – – 16,889
As at 31 December 2025 1,040,292 27,749 (7,800) (88,454) 971,787
32. INCENTIVE SCHEMES
The Company operates two incentive schemes effective on 8 March 2017 (the “ 2017 Incentive Scheme ”) and 29
April 2020 (the “ 2020 Incentive Scheme ”, together with the 2017 Incentive Scheme, the “ Incentive Schemes ”),
respectively, for the purpose of providing incentives and rewards to eligible participants who contribute to the
success of the Group’s operations. Eligible participants of the Incentive Schemes include the employees,
directors, supervisors and consultants of the Company and of the subsidiaries of the Company (the
“Grantees ”). The Incentive Schemes, unless otherwise cancelled or amended, will remain in force for 10 years
from the date when they became effective.
In order to implement the Incentive Schemes, Beijing Simaju Technology Center (Limited Partnership)
(“Beijing Simaju ”) was established by the controlling shareholder of the Company and designated as incentive
platform to hold the shares of the Company. The Group has no control over the share incentive platform.
The awards (the “ Awards ”) to be granted under the Incentive Schemes shall be in the form of options to
acquire units of the partnership interest in Beijing Simaju (the “ Incentive Units ”). The maximum aggregate
number of Incentives Units which may be issued to the Grantees under the Incentive Schemes is 20,000,000
Incentive Units (proportionally adjusted to reflect any share dividends, share splits, or similar transactions).
The Incentive Schemes are approved by the board of directors and its administration and further updates (if
applicable) were permanently and irrevocably authorised to Mr. Wu Gansha, one of the Company’s
co-founders, which has the authority, in its discretion, to select the Grantees to whom the Awards may be
granted from time to time hereunder, to determine whether and to what extent the Awards are granted
hereunder, and to determine the number of the Incentive Units, the vesting prices, the services period or the
amount of other consideration to be covered by each of the Awards granted hereunder.
All of the options granted to the Grantees shall be subject to services conditions that the Grantees are subject
to a minimum four or five years vesting schedule calling for vesting no faster than the following, counting
from the applicable grant date with respect to the total issued share options: 12% or 20% of the shares subject
to the share option shall vest at the end of the first 12 months from the grant date, with remaining portions
vesting in 22% or 20% annually installments over the next 48 months; or 34% of the shares subject to the share
option shall vest at the end of the first 24 months from the grant date, with remaining portions vesting in 22%
annually installments over the next 36 months (the “ Original Vesting Period ”).
In addition to the services condition, certain options granted to some newly hired employees under the 2020
Incentive Scheme shall be subject to performance conditions that the number of options to be vested are
adjusted according to the evaluation of the performance of the Grantees.
On 31 August 2024, Mr. Wu Gansha approved to make the following amendments to the Incentive Schemes,
(i) the exercise price unit for the Incentive Schemes was lowered according to different categories of the
Grantees; and (ii) the services period was updated to the later of the end of the Original Vesting Period and
the estimated initial public offering date of the Company (the “ IPO Condition ”). The IPO Condition would
be satisfied when the ordinary shares of the Company are successfully listed on a recognised stock exchange.
The modifications of the incentive schemes in August 2024 resulted in an incremental fair value of RMB79.6
million, which is amortised between the modification date to the later of the vesting period or the expected
qualified Initial Public Offering date for each batch of the grants.
APPENDIX I ACCOUNTANTS’ REPORT
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There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these
options. The Group accounts for the Incentive Schemes as equity-settled schemes.
Options do not confer rights on the holders to dividends or to vote at shareholders’ meetings. The exercise of
any outstanding options will only result in the transfer of partnership interests in Beijing Simaju, and will not
result in the issue of new shares by the Company or the transfer of the existing Shares of the Company held
by Beijing Simaju to the relevant Grantees.
The following share options were outstanding under the Incentive Schemes during the Relevant Periods:
Weighted average
exercise price
per option Number of options
RMB ’000
At 1 January 2023 5.13 12,511
Granted during the year 17.83 1,968
Forfeited during the year – –
Exercised during the year – –
At 31 December 2023 and 1 January 2024 6.85 14,479
Granted during the year 21.70 2,344
Forfeited during the year 15.99 (385)
Exercised during the year – –
At 31 December 2024 and 1 January 2025 1.84 16,438
Granted during the year 3.37 1,514
Forfeited during the year 4.19 (1,770)
Exercised during the year – –
At 31 December 2025 1.73 16,182
At the end of each of the Relevant Periods, the number of options exercisable was 1,870,000, 1,870,000 and
2,513,968, respectively. No options were exercised during the Relevant Periods.
The exercise prices and exercise periods of the options outstanding as at the end of each of the Relevant
Periods are as follows:
Exercise price per
Incentive Unit*
Number of options outstanding
31 December
Grant date 2023 2024 2025
RMB ’000 ’000 ’000
31 March 2017 0.01~5.4527 5,320 5,320 5,320
31 December 2017 0.01~5.4527 1,855 1,855 1,815
31 December 2018 0.01~6.0299 1,224 1,224 1,089
31 December 2019 11.76 175 159 129
31 December 2020 11.76 1,280 1,267 1,148
31 December 2021 0.01~17.04 1,146 1,110 949
31 December 2022 0.01~17.04 1,511 1,467 1,198
31 December 2023 0.01~22.62 1,968 1,916 1,747
31 August 2024 10.44~22.62 – 2,120 1,652
30 June 2025 2.26~6.79 – – 328
31 December 2025 2.26~4.52 – – 807
14,479 16,438 16,182
* The exercise price of the options is subject to adjustment in the case of rights or bonus issues, or other
similar changes in the Company’s share capital.
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


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The exercise period of the options is from the later of the end of the vesting period and the estimated initial
public offering date of the Company and within 10 years from the date when the Incentive Schemes became
effective. The weighted average remaining contractual life of the outstanding share options was 4.15 years,
3.67 years and 3.89 years as at the end of each of the Relevant Periods.
The fair value of the options granted during the Relevant Periods was RMB43,347,000 (RMB23.28 each),
RMB71,889,000 (RMB30.93 each), and RMB51,235,000 (RMB34.22 each). During the Relevant Periods, the
Group recognised option expenses of RMB32,566,000, RMB41,707,000 and RMB49,945,000 respectively.
The Group has used the market approach to determine the underlying equity fair value of the Group and the
fair value of ordinary shares. Based on the fair value of the underlying ordinary shares, the fair value of share
options was estimated as at the date of grant using a binominal model, taking into account the terms and
conditions upon which the options were granted. The following table lists the inputs to the model used to
estimate the fair value of options granted during the Relevant Periods:
31 December
2023 2024 2025
Risk-free interest rate (%) 2.56 2.17 1.65-1.85
Expected life of share option (year) 10 10 10
Expected volatility (%) 50.96-52.03 52.20 96.93-107.24
Exercise multiple 2.2-2.8 2.2-2.8 2.2-2.8
Expected forfeiture rate (%) 5-10 5-10 5-10
The expected life of options is based on the contract terms. The expected volatility is determined by using the
average of historical volatilities of the share prices of the comparable companies, which may also not
necessarily be the actual outcome. The risk-free interest rate is based on the yield of the Chinese mainland
10-year treasury bills. No other feature of the options granted was incorporated into the measurement of fair
value.
33. LOSS OF CONTROL OF AN ENTITY
On 20 August 2019, the Company signed a series of contractual arrangements (collectively, the “Contractual
Arrangements” including power of attorney, loan agreements, equity option agreements, equity interest
pledge agreements and exclusive technical consulting and services agreements) with Yuxing Technology
(Zhejiang) Co., Ltd. (“ Yuxing Zhejiang ”) and its then registered shareholders, being Mr. Wu Gansha who is a
director of the Company, and Mr. Zhou Xin who was a then employee of the Company and was appointed as
an executive director of the Company on 31 October 2024.
Pursuant to the Contractual Arrangements, the Company obtained control of Yuxing Zhejiang by way of
controlling the voting rights, governing the financial and operating policies, appointing or removing the
majority of members of their controlling authorities, and casting the majority of votes at meetings of such
authorities. In addition, the Contractual Arrangements also transferred the risks and rewards of Yuxing
Zhejiang to the Company. As a result, Yuxing Zhejiang is treated as a subsidiary of the Company and the
financial statements have been consolidated by the Company.
On 31 December 2024, the Contractual Arrangements were terminated. As a result, Yuxing Zhejiang ceased
to be a subsidiary of the Company with nil consideration. The difference of RMB5,226,000 between the net
deficiencies of Yuxing Zhejiang disconsolidated and the consideration was recorded in capital reserve.
34. CHANGES IN THE OWNERSHIP INTERESTS IN ONE SUBSIDIARY
In April 2025, the shareholders of the Company’s non-wholly-owned subsidiary, UISEE Tianxia (Chongqing)
Automobile Technology Co., Ltd. (“ UISEE Chongqing ”), approved a resolution to revise the articles of
association and increase the registered capital of UISEE Chongqing from RMB50,000,000 to
RMB215,000,000 in which the Company and the non-controlling shareholder subscribed RMB200,000,000
and RMB15,000,000, respectively, pursuant to which the increase in registered capital of RMB165,000,000
was transferred from the capital reserve fully injected by the Company to UISEE Chongqing in 2025. The
subscribed registered capital by the non-controlling shareholder of UISEE Chongqing had not been received
as of 31 December 2025. Accordingly, the Group recognised changes in non-controlling interests during the
year ended 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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35. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions to right-of-use assets and lease
liabilities of RMB2,655,000, RMB2,393,000 and RMB1,442,000, respectively.
(b) Changes in liabilities arising from financing activities
Lease
liabilities
Interest-bearing
bank loans
and interest
payable
included in
other
payables and
accruals Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 27,705 33,526 61,231
Changes from financing cash flows (5,970) 32,742 26,772
New leases 2,655 – 2,655
Interest expense 1,209 1,771 2,980
Discretionary rent concessions from lessors (46) – (46)
Exchange realignment 15 – 15
At 31 December 2023 and 1 January 2024 25,568 68,039 93,607
Changes from financing cash flows (6,816) (1,684) (8,500)
New leases 2,393 – 2,393
Interest expense 1,070 2,006 3,076
Discretionary rent concessions from lessors (12) – (12)
Exchange realignment 51 – 51
At 31 December 2024 and 1 January 2025 22,254 68,361 90,615
Changes from financing cash flows (6,742) 53,546 46,804
New leases 1,442 – 1,442
Lease modification (904) – (904)
Interest expense 865 2,293 3,158
Exchange realignment (49) – (49)
At 31 December 2025 16,866 124,200 141,066
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities 208 1,450 1,928
Within financing activities 5,970 6,816 6,742
Total 6,178 8,266 8,670
APPENDIX I ACCOUNTANTS’ REPORT
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36. RELATED P ARTY TRANSACTIONS
(a) In addition to the transactions disclosed in note 33 in the Historical Financial Information, the
Group had the following transactions with related parties during the Relevant Periods:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
The joint venture
Provision of autonomous driving vehicle
solutions 8,923 11,035 7,262
A company controlled by the chief executive of
the Company
Research and development services – – 6,246
The above transactions were conducted in accordance with the terms and conditions mutually agreed
by the parties involved.
(b) Outstanding balances with related parties
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade in nature:
The joint venture
Trade receivables 12,272 23,294 9,459
Contract assets 1,008 435 892
Non-trade in nature:
Entities controlled by the chief executive of the
Company
Prepayments, other receivables and other
assets 34 2,130 12
The balances with the joint venture are trade in nature. The balances with entities controlled by the
chief executive of the Company are non-trade in nature. Management estimated the balances will be
settled prior to the Listing. These balances are in unsecured and non-interest-bearing.
(c) Compensation of key management personnel of the Group
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind 2,053 2,197 2,183
Discretionary performance related bonuses 467 274 627
Pension scheme contributions 193 158 214
Equity-settled share-based payment expense 3,077 4,047 5,947
Total 5,790 6,676 8,971
Further details of directors’ and supervisors’ emoluments are included in note 8 to the Historical
Financial Information.
Redemption rights of the pre-IPO investors granted by the co-founders
Prior to and during the Relevant Periods, certain pre-IPO investors had been granted the redemption
rights by co-founders. The Company is not a party to the co-founders’ redemption rights, and has not
provided any form of guarantee in connection with any potential default or failure by co-founders to
fulfill their obligations relating to the redemption rights granted by co-founders. Accordingly, no
financial liability regarding the redemption rights granted by co-founders was recorded by the
Company during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


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37. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments of the Group at the end of each of
the Relevant Periods were as follows:
Financial assets
As at 31 December 2023
Financial
assets at
fair value
through
other
comprehensive
income —
equity
investments
Financial
assets at
fair value
through
profit or
loss —
mandatorily
designated
as such
Financial
assets at
amortised
cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income 55,300 – – 55,300
Financial assets at fair value through profit
or loss – 81,968 – 81,968
Trade and bills receivables – – 140,222 140,222
Financial assets included in prepayments,
other receivables and other assets – – 2,339 2,339
Restricted cash – – 356 356
Cash and cash equivalents – – 412,968 412,968
55,300 81,968 555,885 693,153
As at 31 December 2024
Financial
assets at
fair value
through
other
comprehensive
income —
equity
investments
Financial
assets at
fair value
through
profit or
loss —
mandatorily
designated
as such
Financial
assets at
amortised
cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair value
through other comprehensive income 37,600 – – 37,600
Financial assets at fair value through profit
or loss – 27,124 – 27,124
Trade and bills receivables – – 243,319 243,319
Financial assets included in prepayments,
other receivables and other assets – – 4,405 4,405
Restricted cash – – 458 458
Cash and cash equivalents – – 221,733 221,733
37,600 27,124 469,915 534,639
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 395 ---
As at 31 December 2025
Financial assets at fair
value through other
comprehensive income
Financial
assets at
fair value
through
profit or
loss —
mandatorily
designated
as such
Financial
assets at
amortised
cost Total
Debt
investments
Equity
investments
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated at fair
value through other comprehensive
income – 35,200 – – 35,200
Financial assets at fair value through
profit or loss – – 1,710 – 1,710
Trade and bills receivables 962 – – 314,553 315,515
Financial assets included in
prepayments, other receivables and
other assets – – – 4,281 4,281
Restricted cash – – – 1,212 1,212
Cash and cash equivalents – – – 113,349 113,349
962 35,200 1,710 433,395 471,267
Financial liabilities
Financial liabilities at amortised cost
31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade and bills payables 46,179 54,334 116,654
Financial liabilities included in other payables and
accruals 11,692 5,919 7,769
Interest-bearing bank loans 68,039 68,361 124,200
125,910 128,614 248,623
For the details of Pre-IPO Investments, please refer to note 30 to this report.
38. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying
amounts that reasonably approximate to fair values, are as follows:
Financial assets
Carrying amounts Fair values
31 December 31 December
2023 2024 2025 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Equity investments designated
at fair value through other
comprehensive income 55,300 37,600 35,200 55,300 37,600 35,200
Financial assets at fair value through profit
or loss 81,968 27,124 1,710 81,968 27,124 1,710
Bills receivable measured at fair value
through other comprehensive income – – 962 – – 962
Financial assets included in prepayments,
other receivables and other assets 1,479 1,835 1,170 1,314 1,690 1,068
138,747 66,559 39,042 138,582 66,414 38,940
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 396 ---
Financial liabilities
Carrying amounts Fair values
31 December 31 December
2023 2024 2025 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Interest-bearing bank loans
— non current – 9,900 – – 9,886 –
Management has assessed that the fair values of trade and bills receivables, financial assets included in
prepayments, other receivables and other assets, cash and cash equivalents, restricted cash, time deposits,
trade and bills payables, financial liabilities included in other liabilities and accruals, and current portion of
interest-bearing bank loans approximate to their carrying amounts largely due to the short term maturities of
these instruments.
The Group’s senior management is responsible for determining the policies and procedures for the fair value
measurement of financial instruments. At the end of each of the Relevant Periods, the finance department
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 senior management.
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 the non-current portion of financial liabilities included in other payables and accruals, and
interest-bearing bank loans have been calculated by discounting the expected future cash flows using current
market rates of instruments with similar terms and risk. The charges in fair value as a result of the Group’s
own non-performance risk for bills receivable was assessed to be insignificant.
The fair values of wealth management products issued by commercial banks operating in Chinese mainland
included in financial assets at fair value through profit or loss have been estimated using the quotations
provided by the relevant commercial banks.
The fair values of unlisted equity investments 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 and listing status, and to calculate an appropriate price multiple, such as
price to sales (“ P/S”) multiple, for each comparable company identified. The multiple is calculated by
dividing the enterprise value of the comparable company by the sales amount. The multiple is then discounted
for considerations such as illiquidity. The directors believe that the estimated fair values resulting from the
valuation technique, which are recorded in the consolidated statements of financial position, and the related
changes in fair values, which are recorded in other comprehensive income, are reasonable, and are the most
appropriate values.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 397 ---
Below is a summary of significant unobservable inputs to the valuation of financial instruments as at the end
of each of the Relevant Periods.
Valuation
technique
Significant
unobservable
input Value
Sensitivity of fair value to
the input
Equity investments designated at
fair value through other
comprehensive income —
unlisted equity investment
Market
approach
Discounts for
lack of
marketability
(“DLOM ”)
31 December 2023:
23.8%
5% increase/(decrease) in
DLOM would result in
(decrease)/increase in
fair value by
RMB3,630,000
31 December 2024:
22.4%
5% increase/(decrease) in
DLOM would result in
(decrease)/increase in
fair value by
RMB2,400,000
31 December 2025:
25.7%
5% increase/(decrease) in
DLOM would result in
(decrease)/increase in
fair value by
RMB2,400,000
Equity value
(“EV”)/Sales
31 December 2023:
8.8
5% increase/(decrease) in
discount would result in
(decrease)/increase in
fair value by
RMB2,795,000
31 December 2024:
9.3
5% increase/(decrease) in
discount would result in
(decrease)/increase in
fair value by
RMB2,100,000
31 December 2025:
12.2
5% increase/(decrease) in
discount would result in
(decrease)/increase in
fair value by
RMB2,000,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 398 ---
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Financial assets measured at fair value:
Fair value measurement using
Quoted
prices in
active
markets
Significant
observable
inputs
Significant
unobservable Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Equity investments designated at fair
value through other comprehensive
income – – 55,300 55,300
Financial assets at fair value through
profit or loss – 81,968 – 81,968
– 81,968 55,300 137,268
As at 31 December 2024
Equity investments designated at fair
value through other comprehensive
income – – 37,600 37,600
Financial assets at fair value through
profit or loss – 27,124 – 27,124
– 27,124 37,600 64,724
As at 31 December 2025
Equity investments designated at fair
value through other comprehensive
income – – 35,200 35,200
Financial assets at fair value through
profit or loss – 1,710 – 1,710
– 1,710 35,200 36,910
The Group did not have any financial liabilities measured at fair value as at the end of each of the Relevant
Periods.
The movements in fair value measurements in Level 3 during the Relevant Periods are as follows:
Year ended December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments designated at fair value through
other comprehensive income
At 1 January 55,600 55,300 37,600
Fair value loss (300) (17,700) (2,400)
At end of year 55,300 37,600 35,200
During the Relevant Periods, there were no transfers between Level 1 and Level 2 fair value measurements,
and no transfers into and out of Level 3 fair value measurements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 399 ---
Assets for which fair values are disclosed:
Fair value measurement using
Quoted
prices in
active
markets
Significant
observable
inputs
Significant
unobservable
inputs
Total(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2023
Financial assets included in
prepayments, other receivables and
other assets – 1,314 – 1,314
As at 31 December 2024
Financial assets included in
prepayments, other receivables and
other assets – 1,690 – 1,690
As at 31 December 2025
Financial assets included in
prepayments, other receivables and
other assets – 1,068 – 1,068
Liabilities for which fair values are disclosed:
Fair value measurement using
Quoted
prices in
active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Interest-bearing bank loans —
non-current portion – 9,886 – 9,886
39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents, time deposits, restricted
cash and interest-bearing bank loans. The main purpose of these financial instruments is to raise finance for
the Group’s operations. The Group has various other financial assets and liabilities such as trade and bills
receivables and trade and bills payables, financial assets included in prepayments, other receivables, and other
assets, and financial liabilities included in other payables and accruals and lease liabilities, which arise directly
from its operations.
The main risks arising from the Group’s financial instruments are credit risk, foreign currency risk and
liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are
summarised below.
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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 400 ---
As at 31 December 2023
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* 1,472 – – 148,396 149,868
Contract assets* – – – 7,009 7,009
Financial assets included in
prepayments, other receivables and
other assets
– Normal** 2,339 – – – 2,339
Restricted cash
– Not yet past due 356 – – – 356
Cash and cash equivalents
– Not yet past due 412,968 – – – 412,968
417,135 – – 155,405 572,540
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* 3,580 – – 254,500 258,080
Contract assets* – – – 13,672 13,672
Financial assets included in
prepayments, other receivables and
other assets
– Normal** 4,405 – – – 4,405
Restricted cash
– Not yet past due 458 – – – 458
Cash and cash equivalents
– Not yet past due 221,733 – – – 221,733
230,176 – – 268,172 498,348
As at 31 December 2025
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* 4,141 – – 342,469 346,610
Contract assets* – – – 11,706 11,706
Financial assets included in
prepayments, other receivables and
other assets
– Normal** 4,281 – – – 4,281
Restricted cash
– Not yet past due 1,212 – – – 1,212
Cash and cash equivalents
– Not yet past due 113,349 – – – 113,349
122,983 – – 354,175 477,158
* For trade receivables, contract assets and certain bills receivables to which the Group applies the
simplified approach for impairment, information based on the provision matrix is disclosed in notes
20 and 21 to the Historical Financial Information, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 401 ---
** 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”.
Further quantitative data in respect of the Group’s exposure to credit risk arising from trade and bills
receivables are disclosed in notes 20 and 21 to the Historical Financial Information.
Since the Group trades only with recognised and creditworthy third parties, there is no requirement for
collateral. Concentrations of credit risk are managed by customer/counterparty and geographical region. At
the end of each of the Relevant Periods, the Group had certain concentrations of credit risks and the
following table summarises the Group’s largest debtor and top five debtors as the percentage of the balances
of the Group’s total trade and bills receivables net of loss allowance:
31 December
2023 2024 2025
%%%
Largest debtor 16 17 10
Top five debtors 66 51 45
Exchange rate risk
The Group mainly operates in Chinese mainland and overseas with most of the Group’s monetary assets,
liabilities and transactions principally denominated in RMB and HKD. The Group has not used any
derivative to hedge its exposure to foreign currency risk.
The following table demonstrates the sensitivity at the relevant dates to a reasonably possible change in
foreign currency exchange rates, with all other variables held constant, of our loss before tax and our equity.
Increase/
(decrease) in
HKD/RMB
rate
Increase/
(decrease) in
loss before
tax
Increase/
(decrease) in
equity
% RMB'000 RMB'000
2023
If the RMB weakens against the HKD (5%) (5,612) (5,612)
If the RMB strengthens against the HKD 5% 5,612 5,612
2024
If the RMB weakens against the HKD (5%) (3,358) (3,358)
If the RMB strengthens against the HKD 5% 3,358 3,358
2025
If the RMB weakens against the HKD (5%) (511) (511)
If the RMB strengthens against the HKD 5% 511 511
Liquidity risk
The Group monitors its exposure to liquidity risk by monitoring the current ratio, which is calculated by
comparing the current assets with the current liabilities.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use
of lease liabilities and interest-bearing bank loans.
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 402 ---
The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based on
contractual undiscounted payments, is as follows:
As at 31 December 2023
On demand or
within
1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 46,179 – – 46,179
Financial liabilities included in other
payables and accruals 11,692 – – 11,692
Lease liabilities 6,475 17,927 4,379 28,781
Interest-bearing bank loans 69,153 – – 69,153
133,499 17,927 4,379 155,805
As at 31 December 2024
On demand or
within
1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 54,334 – – 54,334
Financial liabilities included in other
payables and accruals 5,919 – – 5,919
Lease liabilities 5,614 17,999 1,006 24,619
Interest-bearing bank loans 59,676 9,907 – 69,583
125,543 27,906 1,006 154,455
As at 31 December 2025
On demand or
within
1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 116,654 – – 116,654
Financial liabilities included in other
payables and accruals 7,769 – – 7,769
Lease liabilities 6,057 11,536 529 18,122
Interest-bearing bank loans 126,185 – – 126,185
256,665 11,536 529 268,730
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit profile
and 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 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 403 ---
The Group monitors capital using the debt/asset ratio, which is total liabilities divided by total assets. The
debt-to-asset ratios as at the end of each of the Relevant Periods were as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Total liabilities 214,833 217,493 362,186
Total assets 846,494 667,782 629,789
Debt/asset ratio 0.25 0.33 0.58
40. EVENTS AFTER THE RELEV ANT PERIODS
The Group has no significant events subsequent to the end of the Relevant Periods.
41. 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 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 404 ---
The following information 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 to 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 to the prospectus.
A. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE
ASSETS
The following statement of unaudited pro forma adjusted consolidated net tangible
assets attributable to owners of the parent has been prepared in accordance with rule 4.29 of
the Listing Rules and with reference to Accounting Guideline 7 Preparation of Pro Forma
Financial Information for Inclusion in Investment Circulars issued by the Hong Kong Institute
of Certified Public Accountants for illustration purpose only, and is set out below to illustrate
the effect of the Global Offering on the consolidated net tangible assets attributable to owners
of the parent as at 31 December 2025 as if the Global Offering had taken place on 31
December 2025.
The unaudited pro forma adjusted consolidated net tangible assets attributable to
owners of the parent has been prepared for illustrative purposes only and because of its
hypothetical nature, it may not give a true picture of the consolidated net tangible assets of
the Group attributable to owners of the parent had the Global Offering been completed as at
31 December 2025 or any future date. It is prepared based on the consolidated net tangible
assets attributable to owners of the parent as at 31 December 2025 as set out in the
Accountants’ Report as set out in Appendix I to the prospectus, and adjusted as described
below.
Consolidated net
tangible assets
attributable to
owners of the parent
as at
31 December 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro forma
adjusted
consolidated net
tangible assets
attributable
to owners of
the parent
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of
the parent per Share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Notes 2, 4) (Note 3) (Note 4)
Based on an Offer Price
of HK$60.30 per Share 255,345 716,784 972,129 5.98 6.83
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 405 ---
Notes:
(1) The consolidated net tangible assets attributable to owners of the parent as at 31 December 2025 is
extracted from the Accountants’ Report set out in Appendix I to this prospectus, which is based on the
audited consolidated net assets attributable to owners of the parent of RMB269,923,000 after
deducting the intangible assets of RMB14,578,000 as at 31 December 2025.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$60.30 per
Share, after deduction of the underwriting fees and other related expenses payable by the Group
(excluding the listing expenses that have been charged to profit or loss during the Track Record
Period) and does not take into account of any shares which may be issued upon the exercise of the
Offer Size Adjustment Option.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
parent per Share is arrived at after the adjustments referred to in the preceding paragraphs and on the
basis that 162,485,020 Shares in issue and outstanding immediately upon the completion of the
Global Offering, assuming that the Global Offering has been completed on 31 December 2025 for the
purpose of the pro forma financial information, and does not take into account of any shares which
may be issued upon the exercise of the Offer Size Adjustment Option or any Shares which may be
issued or repurchased by the Company.
(4) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets, the estimated
net proceeds from the Global Offering are converted from Hong Kong dollars into Renminbi
(“RMB”) at an exchange rate of HK$1.00 to RMB0.87581 and the unaudited pro forma adjusted
consolidated net tangible assets attributable to owners of the parent per Share is converted from RMB
to Hong Kong dollars at the same exchange rate. No representation is made that Renminbi amounts
have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered
into subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 406 ---
B. REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report set out on page II-3 to page II-5 received from our
independent reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong,
prepared for the purpose of incorporation in this document, in respect of the unaudited pro forma
financial information.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of UISEE Technologies (Beijing) Co., Ltd.
We have completed our assurance engagement to report on the compilation of
unaudited pro forma financial information of UISEE Technologies (Beijing) Co., Ltd. (the
“Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) by the
directors of the Company (the “Directors”) for illustrative purposes only. The unaudited pro
forma financial information consists of the unaudited pro forma consolidated net tangible
assets as at 31 December 2025 and related notes as set out on pages II-1 to II-2 of the
prospectus dated 12 May 2026 (the “Prospectus”) issued by the Company (the “Unaudited Pro
Forma Financial Information”). The applicable criteria on the basis of which the Directors
have compiled the Unaudited Pro Forma Financial Information are described in part A of
Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors
to illustrate the impact of the global offering of shares of the Company on the Group’s
financial position as at 31 December 2025 as if the transaction had taken place at 31
December 2025. As part of this process, information about the Group’s financial position has
been extracted by the Directors from the Group’s financial statements for the year ended 31
December 2025, on which an accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with
reference to Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information
for Inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (the “HKICPA ”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
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.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 407 ---
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information
in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by
the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited
Pro Forma Financial Information, nor have we, in the course of this engagement, performed
an audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at
an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to
obtain sufficient appropriate evidence about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the Unaudited Pro Forma Financial Information reflects the proper application
of those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard
to the reporting accountants’ understanding of the nature of the Group, the transaction in
respect of which the Unaudited Pro Forma Financial Information has been compiled, and
other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on
the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
Ernst & Young
Certified Public Accountants
Hong Kong
12 May 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 408 ---
TAXATION OF SECURITY HOLDERS
The taxation of income and capital gains of holders of H Shares is subject to the laws
and practices of the PRC and of jurisdictions in which holders of H Shares are resident or
other tax provisions. The following summary of certain relevant taxation provisions is based
on current laws and practices, is subject to change and does not constitute legal or tax advice.
The discussion does not deal with all possible tax consequences relating to an investment in
the H Shares, nor does it take into account the specific circumstances of any particular
investor, some of which may be subject to special regulation. Accordingly, you should consult
your own tax adviser regarding the tax consequences of an investment in the H Shares. The
discussion is based upon laws and relevant interpretations in effect as at the Latest Practicable
Date, all of which are subject to change and may have retrospective effect.
This discussion does not address any aspects of PRC or Hong Kong taxation other than
income tax, capital appreciation and profit tax, business tax/appreciation tax, stamp duty and
estate duty. Prospective investors are urged to consult their financial advisers regarding the
PRC, Hong Kong and other tax consequences of owning and disposing of H Shares.
The PRC taxation
Taxation on dividends
Individual investors
According to the Individual Income Tax Law of the PRC (ج
hereinafter referred to as the “ Individual Income Tax Law ”) that was promulgated on 10
September 1980 and amended on 31 August 2018 by the Standing Committee of the 13th
NPC, and came into effect on 1 January 2019, and the Regulations for the Implementation of
the Individual Income Tax Law (ૢԷ ), that were amended
by the State Council on 18 December 2018 and came into effect on 1 January 2019, dividends
paid by Chinese companies to individual investors are generally subject to a withholding tax
at a flat rate of 20%. In addition, according to the Notice on Issues Concerning Differentiated
Individual Income Tax Policies for Dividends and Bonuses of Listed Companies (௅e਷
ٝissued by
the MOF , the SAT and CSRC on 7 September 2015, where an individual acquires stocks of a
listed company from public offering of the company or from the stock transfer market and
holds the stocks for more than one year, the income from dividends is exempt from individual
income tax; if the individual holds the stocks for one month or less, the income from dividends
is fully taxable; if the individual holds the stocks for one month to one year (one year
inclusive), 50% of the income from dividends is taxable; The aforesaid income is subject to an
individual income tax at a flat rate of 20%. In fact, the withholding tax rate for dividends of
non-resident individuals may be lower than 20% under certain circumstances. However,
according to the Circular of the MOF and the SAT on Issues Concerning Individual Income
Tax Policies (ٝthe income
received by individual foreigners from dividends and bonuses of a foreign-invested enterprise
is exempt from individual income tax for the time being. On 3 February 2013, the State
Council approved and promulgated the Notice of Suggestions to Deepen the Reform of
System of Income Distribution (߰ࠧ
ٝOn 8 February 2013, the General Office of the State Council promulgated the
Circular Concerning Allocation of Key Works to Deepen the Reform of System of Income
Distribution (ٝAccording to
these two documents, the PRC government is planning to cancel foreign individuals’ tax
exemption for dividends obtained from foreign-invested enterprises, and the Ministry of
Finance and the State Administration of Taxation should be responsible for making and
implementing details of such plan. However, relevant implementation rules or regulations
have not been promulgated by the MOF and the SAT. According to the Notice of the SAT on
Issues Concerning Taxation and Administration of Individual Income Tax After the Repeal of
the Document (Guo Shui Fa [1993] No. 45) (਷೼೯ [1993]045ܝ
ٝissued by the SAT on 28 June 2011, domestic
non-foreign-invested enterprises issuing shares in Hong Kong may, when distributing
dividends to overseas resident individuals in the jurisdiction of the tax treaty, normally
withhold individual income tax at the rate of 10%. For the individual holders of H Shares
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 409 ---
receiving dividends who are citizens of countries that have entered into a tax treaty with the
PRC with tax rates lower than 10%, the non-foreign-invested enterprise whose shares are
listed in Hong Kong may apply on behalf of such holders for enjoying the lower preferential
tax treatments, and, upon approval by the tax authorities, the excessive withholding amount
will be refunded. For the individual holders of H Shares receiving dividends who are citizens
of countries that have entered into a tax treaty with the PRC with tax rates higher than 10%
but lower than 20%, the non-foreign-invested enterprise is required to withhold the tax at the
agreed rate under the treaties, and no application procedures will be necessary. For the
individual holders of H Shares receiving dividends who are citizens of countries without
taxation treaties with the PRC or are under other situations, the non-foreign-invested
enterprise is required to withhold the tax at a rate of 20%.
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 (ࠠ
τર ) signed on 21 August 2006, the Chinese government may impose tax
on dividends paid by a Chinese company to a resident of the Hong Kong Special
Administrative Region (including natural person and legal entity), but such tax will not
exceed 10% of the total amount of the dividends payable. If a Hong Kong resident directly
holds 25% or more of the equity interest in a Chinese company, such tax will not exceed 5% of
the total dividends payable by the Chinese company. The Fifth Protocol to the Arrangement
between the Mainland of China and the Hong Kong Special Administrative Region for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on
Income issued by the State Administration of Taxation (੻
ࣣ֛effective on 6 December 2019 stipulates that
the arrangements or transactions made for the primary purpose of obtaining the
above-mentioned tax benefits are not subject to the above-mentioned provisions.
Corporate investors
According to the EIT Law that was amended and came into effect on 29 December 2018,
and the Regulations for the Implementation of the EIT Law (ྼ
ૢԷ) that were amended and came into effect on 23 April 2019, where a non-resident
enterprise has not set up any institutions or establishments in China, or it has done so, but its
income generated in China is irrelevant to the said institutions or establishments, it shall pay
tax on the portion of its income generated in China (including dividends received from a
Chinese resident enterprise whose shares are issued and listed in Hong Kong) and the
enterprise income rate is generally 10%. The aforesaid income tax payable by a non-resident
enterprise must be withheld at source. The payer of the income is the withholding obligator.
The withholding tax may be reduced or eliminated under an applicable treaty for the
avoidance of double taxation.
The Notice of the Issues Concerning Withholding EIT on the Dividends Distributed by
Chinese Resident Enterprises to Overseas H-share Non-Chinese Resident Enterprise
Shareholders (͏ΆุΣྤ̮ H˾ϔ˾ᖮ
ٝthat was promulgated by the SAT and came into effect on 6
November 2008, further clarifies that with regard to dividends distributed from profits
generated after 1 January 2008, Chinese resident enterprises must withhold and pay enterprise
income tax at a tax rate of 10% on dividends distributed to H-share non-Chinese resident
enterprise shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share
and Other Dividends of Non-resident Enterprises (͏Άุ՟੻ BᅄϗΆ
ҭᔧ ) that was promulgated by the SAT on 24 July 2009, further provides that
any Chinese resident enterprise listed on any overseas stock exchange must withhold
enterprise income tax at a rate of 10% on dividends distributed to non-Chinese resident
enterprise shareholders. Such tax rates may be further changed pursuant to the tax treaty or
agreement that China has concluded with a relevant jurisdiction, where applicable.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with Respect to Taxes on Income (ࠠ
τર ) signed on 21 August 2006, the Chinese government may impose tax
on dividends paid by a Chinese company to a Hong Kong resident (including natural person
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 410 ---
and legal entity), but such tax shall not exceed 10% of the total amount of the dividends
payable. If a Hong Kong resident directly holds 25% or more of the equity interest in a
Chinese company, such tax shall not exceed 5% of the total dividends payable by the Chinese
company. The Fifth Protocol to the Arrangement between the Mainland of China and the
Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with Respect to Taxes on Income issued by the SAT (࠰
ࣣ֛effective on 6
December 2019 stipulates that the arrangements or transactions made for the primary
purpose of obtaining the above-mentioned tax benefits are not subject to the
above-mentioned provisions. The application of the dividend clause of tax agreements shall
be subject to the PRC tax laws and regulations, such as the Notice of the SAT on the Issues
Concerning the Application of the Dividend Clauses of Tax Agreements (׵
ٝ.)
Tax treaties
Non-Chinese resident investors residing in countries that have entered into treaties for
the avoidance of double taxation with China or residing in Hong Kong or Macau Special
Administrative Region are entitled to preferential tax rates on dividends received by such
investors from the Chinese companies. China has entered into arrangements for the avoidance
of double taxation with Hong Kong and Macau Special Administrative Region, respectively,
and has entered into treaties for the avoidance of double taxation with certain other countries,
including but not limited to Australia, Canada, France, Germany, Japan, Malaysia, the
Netherlands, Singapore, the United Kingdom and the United States. A non-Chinese resident
enterprise entitled to a preferential tax rate under a relevant income tax treaty or arrangement
may apply to China tax authorities for a refund of the difference between the amount of tax
withheld and the amount of tax calculated according to the treaty rate.
Pursuant to the Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax Treaties (جwhich was
promulgated by the SAT on 14 October 2019 and became effective on 1 January 2020,
non-resident taxpayers are entitled to preferential treatment under the 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 declaration through a withholding agent, simultaneously gather
and retain the relevant materials pursuant to the regulations for future inspection, and be
subject to subsequent administration by tax authorities.
Taxes on income from transfer of equity
V AT and local surcharges
Pursuant to the Circular on Comprehensively Promoting the Pilot Programme of the
Collection of V AT in Lieu of Business Tax (પකᐄุ೼ҷᅄᄣ
ٝthe “ Circular 36 ”), promulgated by the MOF and the SAT on 23 March
2016 and as amended on 11 July 2017, 25 December 2017 and 20 March 2019 respectively, the
entities and individuals that sell services, intangible assets or immovable properties within the
territory of the PRC are value-added tax payers, and shall pay value-added tax instead of
business tax. Circular 36 also provides that transfer of financial products, including transfer
of the ownership of marketable securities, shall be subject to value-added tax at 6% on the
taxable income.
Meanwhile, the taxpayers of value-added tax are also subject to urban maintenance and
construction tax, education surcharge and local education surcharge.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 411 ---
Income tax
Individual investors
According to the Individual Income Tax Law and its implementation regulations,
individuals shall pay the individual income tax at the rate of 20% on their income from the
sale of equity in Chinese resident enterprises. In accordance with the Circular of the
Declaring that Individual Income Tax Continues to Be Exempted over Income of Individuals
from Transfer of Shares (੻
ٝhereinafter referred to as “ No. 61 Circular ”) that was promulgated by the MOF
and the SAT on 30 March 1998, from 1 January 1997, income of individuals from the transfer
of shares of listed companies remain exempt from individual income tax. According to the
Announcement of the MOF and the SAT about the Catalogue of Preferential Individual
Income Tax Policies with Continued Effect (੻
ʮѓ ) promulgated by the MOF and the SAT on 29 December 2018, the No.
61 Circular will remain effective.
According to the Circular on Relevant Issues Concerning the Collection of Individual
Income Tax over the Income Received by Individuals from Transfer of Listed Shares Subject
to Sales Limitation ( )
promulgated by the MOF , the SAT and the CSRC on 31 December 2009, individuals’ income
from transferring at Shanghai Stock Exchange or Shenzhen Stock Exchange the shares of a
listed company acquired from the public offerings of the company or from the transfer market
shall continuously be exempt from the individual income tax, except for the relevant shares
which are subject to sales restriction 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 Listed Shares Subject to Sales Limitation (ɛᔷᜫɪ̹ʮ
ٝjointly issued by the three aforementioned
authorities on 10 November 2010.
As at the Latest Practicable Date, the aforesaid provision has not expressly provided
that individual income tax shall be collected from non-resident individuals on the sale of
shares of PRC-resident enterprises listed on overseas stock exchanges (for example, the Stock
Exchange).
Corporate investors
According to the EIT Law and its implementation regulations, where a non-Chinese
resident enterprise has not set up any institutions or establishments in China, or it has done so
but its income generated in China is irrelevant to the said institutions or establishments, it
shall pay tax on the portion of its income generated in China (including gains from the
disposal of shares of Chinese resident enterprises) and the enterprise income rate is generally
10%. Such tax may be reduced or eliminated under applicable tax treaties or arrangements.
Tax policies for Shanghai — Hong Kong Stock Connect
On 31 October 2014, the MOF , the SAT and the CSRC jointly promulgated the Circular
on the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism
for Transactions in the Shanghai and Hong Kong Stock Markets (ʝᑌ
ٝhereinafter referred to as “ Shanghai — Hong Kong Stock
Connect Taxation Policy ”). Pursuant to the Shanghai — Hong Kong Stock Connect Taxation
Policy, the income from the transfer price difference obtained by corporate investors of the
mainland of China investing in stocks listed on the Stock Exchange through Shanghai —
Hong Kong Stock Connect is included in their total income and enterprise income tax is levied
on such income in accordance with the law. The income from dividends and bonus obtained by
corporate investors of the mainland of China investing in stocks listed on the Stock Exchange
through Shanghai — Hong Kong Stock Connect is included in their total income. The
enterprise income tax is levied on such income in accordance with the law. Among them,
enterprise income tax will be exempt according to law for income from dividends and bonus
obtained by resident enterprises of the Mainland of China that hold H-shares for at least 12
consecutive months. The H-share companies do not need to withhold tax on the income from
dividends and bonus obtained by corporate investors of the Mainland of China. The tax
payable shall be declared and paid by the enterprises themselves.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 412 ---
For dividends and bonus obtained by individual investors of the Mainland of China
investing in H-shares listed on the Stock Exchange through Shanghai — Hong Kong Stock
Connect, the H-share companies shall apply to China Securities Depository and Clearing
Corporation Limited (ப΂ʮ̡ ) (Hereinafter referred to as
“CSDCC ”) for provision by the CSDCC to the H-share companies the register of individual
investors of the Mainland of China. The H-share companies shall withhold individual income
tax at a rate of 20%.
Tax policies for Shenzhen — Hong Kong Stock Connect
On 5 November 2016, the MOF , the SAT and the CSRC jointly issued the Circular on
the Relevant Taxation Policy for the Pilot Programme of an Interconnection Mechanism for
Transactions in the Shenzhen and Hong Kong Stock Markets (ʝᑌʝ
ٝhereinafter referred to as “ Shenzhen — Hong Kong Stock
Connect Taxation Policy ”). Pursuant to the Shenzhen — Hong Kong Stock Connect Taxation
Policy, the income from the transfer price difference obtained by corporate investors of the
mainland of China investing in stocks listed on the Stock Exchange through Shenzhen —
Hong Kong Stock Connect is included in their total income. The EIT is levied on such income
in accordance with the law. The income from dividends and bonus obtained by corporate
investors of the Mainland of China investing in stocks listed on the Stock Exchange through
Shenzhen — Hong Kong Stock Connect is included in their total income. The EIT is levied on
such income in accordance with the law. EIT is exempt according to law for income from
dividends and bonus obtained by resident enterprises of the Mainland of China that hold
H-shares for at least 12 consecutive months. The H-share companies do not need to withhold
tax on the income from dividends and bonus obtained by corporate investors of the Mainland
of China. The tax payable shall be declared and paid by the enterprises themselves.
For dividends and bonus obtained by individual investors of the Mainland of China
investing in the PRC listed on the Stock Exchange through Shenzhen — Hong Kong Stock
Connect, the H-share companies shall apply to the CSDCC for provision by the CSDCC to the
H-share companies the register of individual investors of the Mainland of China, and the
H-share companies shall withhold individual income tax at a rate of 20%.
Chinese stamp duty
In accordance with the Stamp Tax Law of the PRC (جthat was
promulgated on 10 June 2021 and came into effect on 1 July 2022. The entities and individuals
that conclude taxable certificates, or conduct securities transactions within the territory of the
PRC shall be taxpayers of stamp tax, and shall pay stamp tax in accordance with the
provisions of this law. Where entities or individuals, outside the territory of the PRC,
conclude taxable certificates that are used within the territory of the PRC, they shall pay
stamp tax in accordance with the provisions of this law.
Estate duty
As at the date of this document, China currently has not imposed any estate tax.
PRINCIP AL TAXATION OF OUR GROUP IN THE PRC
Enterprise income tax
According to the EIT Law, the EIT rate in China is 25% and is in line with the rate
applicable to foreign-invested enterprises and foreign enterprises.
According to the Announcement of the MOF and the SAT on Further Supporting the
Development of Small and Micro Enterprises and Individual Industrial and Commercial
Proprietors with Tax Policies (᜗ʈਠ˒
ʮѓ ) that was promulgated on 2 August 2023 and implemented on 1
January 2023, for small and micro-profit enterprises, the taxable income will be calculated at
the reduced rate of 25% and the EIT shall be paid at the tax rate of 20%, and the policy will
continue to be implemented until 31 December 2027.
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According to the Administrative Measures for Recognition of High and
New-Technology Enterprises (جthat was promulgated by the
Ministry of Science and Technology of the PRC (ኪҦஔ௅ ), the MOF and
the SAT on 14 April 2008, amended on 29 January 2016 and came into effect on 1 January
2016, high- and new-tech enterprises can apply for a preferential enterprise income tax rate of
15% in accordance with the EIT Law.
Value-added tax
Pursuant to the Provisional Regulations on V AT of the PRC (೼ᅲ
БૢԷ) that were amended and came into effect on 19 November 2017, all organisations and
individuals engaged in sales of goods, provision of processing, repairs and replacement
services, or import of goods within the territory of China are subject to V AT. For taxpayers
selling or importing goods, except as otherwise provided in the above regulations, the general
tax rate is 17%.
Pursuant to the Circular 36 that promulgated by the MOF and the SAT on 23 March
2016 and came into effect on 1 May 2016, upon approval of the State Council, the pilot
programme of replacing business tax with V AT will be promoted nationwide from 1 May 2016.
All business tax taxpayers in the construction industry, the real estate industry, the financial
industry, and the living service industry are included in the scope of the pilot programme. The
payment of business tax will be replaced by the payment of V AT. Pursuant to the Measures for
the Implementation of the Pilot Programme of Replacing Business Tax with V AT ( ᐄุ೼ҷᅄ
جthat was issued and came into effect at the same time with the
aforementioned notice, the tax rates applied to taxpayers for selling services, intangible assets
or real estates shall be 17%, 11%, 6% and zero, respectively.
Pursuant to the Notice on Adjusting V AT Rates (ٝthat was
promulgated by the MOF and the SAT on 4 April 2018 and came into effect on 1 May 2018,
for taxpayers engaging in taxable sales or import of goods, the previously applicable V AT
rates of 17% and 11% are adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening the V AT Reform ( ᗫ
ʮѓ ) that was promulgated by the MOF , the SAT and General
Administration of Customs of the PRC ( ʕശɛ͏΍ձ਷ऎᗫᐼ໇ ) on 20 March 2019 and
came into effect on 1 April 2019, for taxpayers engaging in taxable sales or import of goods,
the previously applicable V AT rates of 16% and 10% are adjusted to 13% and 9%, respectively.
According to the Announcement on the V AT Reduction and Exemption Policy for
Small-scale V AT Taxpayers (ʮѓ ) promulgated
and implemented by the MOF and the SAT on 1 August 2023, small-scale V AT taxpayers with
monthly sales less than RMB100,000 (inclusive) are exempt from V AT, and the announcement
will be implemented until 31 December 2027.
FOREIGN EXCHANGE REGULATIONS IN THE PRC
The principal regulations governing foreign currency exchange in the PRC is Forex
Regulations which was promulgated by the State Council on 29 January 1996, became
effective on 1 April 1996 and was subsequently amended on 14 January 1997 and 5 August
2008 and the Regulations on the Administration of Settlement, Sale and Payment of Foreign
Exchange (֛which was promulgated by the PBOC on 20 June 1996
and became effective on 1 July 1996. Pursuant to these regulations and other PRC rules and
regulations on currency conversion, Renminbi is generally 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 in securities outside China unless prior approval of the SAFE
or its local counterparts is obtained.
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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
through foreign exchange accounts opened at financial institutions that carries business of
foreign exchange settlement and sale by presenting valid documentation. 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 may, on the strength of resolutions of the board of
directors or the shareholders’ general meetings on the distribution of profits, effect payment
from foreign exchange accounts or with the purchased foreign exchange at designated foreign
exchange banks.
On 26 December 2014, the SAFE issued the Circular of the State Administration of
Foreign Exchange on Issues concerning the Administration of Foreign Exchange Involved in
Overseas Listing (ٝpursuant to which
a domestic company shall, within 15 working days upon the end of its overseas public
offering, handle registration formalities for overseas listing with the foreign exchange
authority at its place of registration with the required materials. Funds raised by a domestic
company through overseas listing may be transferred back or deposited overseas, and the use
of such funds shall be consistent with those contents mentioned in publicly disclosed
documents such as the document.
On 13 February 2015, the SAFE issued the Notice of on Further Simplifying and
Improving Policies for the Foreign Exchange Administration of Direct Investment (̮ි
ٝwhich came into effect on 1 June
2015 and was partially repealed on 30 December 2019. The notice has cancelled the approval
of foreign exchange registration under domestic direct investment and the approval of foreign
exchange registration under overseas direct investment. Instead, banks shall directly examine
and handle foreign exchange registration under domestic direct investment and foreign
exchange registration under overseas direct investment, and the SAFE and its local offices
shall indirectly regulate the foreign exchange registration of direct investment through banks.
According to the Circular of the SAFE on Reforming and Regulating Policies for the
Administration over Foreign Exchange Settlement of Capital Accounts (׵
ٝissued by the SAFE on 9 June 2016, the foreign
exchange receipts under capital accounts of domestic institutions are subject to discretionary
settlement policies. The foreign exchange receipts under capital accounts (including foreign
exchange capital, foreign debts, and repatriated funds raised through overseas listing) subject
to discretionary settlement as expressly prescribed in the relevant policies may be settled with
banks according to the actual need of the domestic institutions for business operation.
Domestic institutions may, at their discretion, settle up to 100% of foreign exchange receipts
under capital accounts for the time being. The SAFE may adjust the above proportion in due
time according to balance of payments.
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THE PRC LEGAL SYSTEM
The PRC legal system is composed of the constitution, laws, administrative regulations,
local regulations, separate rules, rules and regulations of departments of the State Council,
rules and regulations of local governments, autonomy regulations, separate rules of
autonomous regions and international treaties of which the PRC government is a signatory.
Court judgements do not constitute binding precedents, although they may be used for the
purpose of judicial reference and guidance.
Pursuant to The PRC Constitution (جhereinafter referred to as
“Constitution ”, which was promulgated on 4 December 1982 and last amended and came into
effect on 11 March 2018) and the Legislation Law of the PRC (ججwhich
was adopted on 1 July 2000 and amended on 15 March 2023) (hereinafter referred to as
“Legislation Law ”), the NPC and the Standing Committee of the NPC are empowered to
exercise the legislative power of the State. The NPC has the power to formulate and amend the
basic laws of criminal and civil matters, State institutions and others. The SCNPC is
empowered to formulate and amend laws other than those required to be enacted by the NPC
and to supplement and amend any parts of laws enacted by the NPC during its adjournment,
provided that such supplements and amendments shall not be in conflict with the principles of
such laws.
The State Council is the highest administrative organ of the State, and enacts
administrative regulations under the Constitution and laws.
People’s congresses of provinces, autonomous regions and municipalities directly under
the central government and their respective standing committees may formulate local
regulations based on the specific circumstances and requirements of the local administrations,
provided that such local regulations shall not be in conflict with the constitution, laws, and
administrative regulations.
The ministries, commissions, the PBOC, National Audit Office of the PRC ( ʕശɛ͏΍
໇ ) and the State Committee of Supervisory of the PRC (္࿀։
ึ ) with administrative functions may formulate rules and regulations within the
jurisdiction of their respective departments based on the laws and the administrative
regulations, decisions and rulings of the State Council. In order to implement the laws,
administrative regulations and decisions and rulings of the State Council, provisions of rules
and regulations within the jurisdiction are formulated.
People’s congresses of cities with districts and their standing committees may enact
local regulations based on the specific circumstances and actual needs which shall come into
effect upon approval from the respective standing committees of the people’s congresses of
the provinces and autonomous regions, provided that such local regulations shall not be in
conflict with the constitution, laws, and administrative regulations.
People’s congresses of autonomous regions may enact autonomy regulations and
separate rules in the light of the political, economic and cultural characteristics of the local
nationalities, which shall come into effect upon approval by the SCNPC. Adaptations of
provisions of laws and administrative regulations may be introduced to the autonomy
regulations and separate rules so long as they do not contravene the basic principles of the
laws or administrative regulations, and no adaptations shall be made to the specific provisions
on national autonomous areas in the constitutions, national region autonomy law and other
relevant laws and administrative regulations.
People’s governments of provinces, autonomous regions and municipalities directly
under the central government and larger cities may formulate rules according to laws,
administrative regulations and relevant local regulations.
The Constitution, enacted by the NPC, is basis of the PRC legal system and has
supreme legal authority, and no laws, administrative regulations, local regulations,
autonomous regulations or separate regulations may contravene the Constitution. The
hierarchy of laws is higher than that of administrative regulations, local regulations, and
rules. The hierarchy of administrative regulations is higher than that of local regulations and
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rules. The hierarchy of local regulations is higher than that of the rules of the local
governments at or below the corresponding level. The hierarchy of the rules enacted by the
people’s governments of the provinces or autonomous regions is higher than that of the rules
enacted by the people’s governments of cities and autonomous prefectures with districts
within the administrative areas of the provinces and the autonomous regions.
The NPC has the power to alter or annul any inappropriate laws enacted by its Standing
Committee, and to annul any autonomous regulations or separate regulations which have been
approved by its Standing Committee but which contravene the Constitution or the Legislation
Law. The SCNPC has the power to annul any local regulation that contravenes the
Constitution, laws or administrative regulations, and to annul any autonomous regulation or
separate regulation which has been approved by the standing committees of the NPC of the
relevant provinces, autonomous regions or municipalities directly under the central
government but contravene the Constitution and the Legislation Law. The State Council has
the power to alter or annul any inappropriate ministerial rules and rules of local governments.
The people’s congress of provinces, autonomous regions or municipalities directly under the
central government have the power to alter or annul any inappropriate local regulations
enacted or approved by their respective standing committees. The people’s governments of
provinces and autonomous regions have the power to alter or annul any inappropriate rules
enacted by the people’s governments at the lower level.
According to the Constitution, the authority of the interpretation of laws shall be
vested to the SCNPC. According to the Decision of the SCNPC Regarding the Strengthening
of Interpretation of Laws (Ӕᙄ )
passed on 10 June 1981, interpretation on the application of laws and decrees in court trails
and the procuratorial work of the procuratorates shall be given by the Supreme People’s Court
and the Supreme People’s Procuratorate of the PRC ( ʕശɛ͏΍ձ਷௰৷ɛ͏Ꮸ࿀৫ ),
respectively. Interpretation of the laws and decrees unrelated to trials and procuratorial work
shall be given by the State Council and the competent ministries and commissions.
In the case that clarification or additional provisions shall be made for the local
regulations, the standing committees of the people’s congresses of provinces, autonomous
regions and municipalities directly under the central government which enacted such
regulations shall give the interpretation or formulate the additional provisions. Interpretation
on the application of local regulations shall be given by the competent departments under the
people’s government of the respective provinces, autonomous regions and municipalities
directly under the central government.
PRC JUDICIAL SYSTEM
Under the Constitution and the Law of the PRC of Organisation of the People’s Courts
(جwhich was enacted on 5 July 1979, implemented on 1
January 1980 and last amended on 26 October 2018 and took effect on 1 January 2019, the
judicial system in PRC is made up of the Supreme People’s Court, the local people’s courts,
military courts and other special people’s courts.
The local people’s courts are comprised of the basic people’s courts, the intermediate
people’s courts and the higher people’s courts. The basic people’s courts may be organised into
civil, criminal, and economic tribunals. The intermediate people’s courts may be organised
into divisions similar to those of the basic people’s courts, and may be further organised into
other special divisions. The people’s courts at lower levels are subject to the supervision of the
people’s courts at higher levels. The Supreme People’s Court is the highest judicial organ of
the PRC and it has the power to supervise the administration of justice by the local people’s
courts at all levels and all special people’s courts. The people’s procuratorates also have the
right to exercise legal supervision over the trial activities of people’s courts at same or lower
levels.
The people’s courts adopt a “second instance as final” appellate system in the trail of
the cases. A party to the case concerned may appeal against the judgement and ruling of the
first instance by the local people’s courts to the people’s courts at the next higher level in
accordance with the legal procedures. The people’s procuratorates may appeal to the people’s
court at the next higher level in accordance with the legal procedures. In the absence of any
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appeal by any parties to the case concerned or any appeal by the people’s procuratorates
within the stipulated period, the judgement and ruling of the first instance by the local
people’s courts shall be final and legally binding. Judgements and rulings of the second
instance of the intermediate people’s courts, the higher people’s courts and Supreme People’s
Court and the judgements and rulings of the first instance of the Supreme People’s Court
shall be the final judgements and rulings. If, however, the Supreme People’s Court finds some
definite errors in a legally effective judgement, ruling or conciliation statement of the people’s
court at any level, or if the people’s court at a higher level finds such errors in a legally
effective judgement, ruling or conciliation statement of the people’s court at a lower level, it
has the authority to review the case itself or to direct the lower-level people’s court to conduct
a retrial. If the chief judge of all levels of people’s courts finds some definite errors in a legally
effective judgement, ruling or conciliation statement, and considers that a retrial is preferred,
such case shall be submitted to the judicial committee of the people’s court at the same level
for discussion and decision. For death penalties, except those judged by the Supreme People’s
Court, requests shall be submitted to the Supreme People’s Court for approval.
The Civil Procedure Law of the PRC (جhereinafter referred
to as “ Civil Procedure Law ”), which was enacted on 9 April 1991 and last amended on 1
September 2023 and became effective on 1 January 2024, sets forth the criteria for instituting
a civil case, the jurisdiction of the people’s courts, the procedures to be followed for
conducting a civil action and the procedures for enforcement of a civil judgement or order. All
parties to a civil action conducted within the PRC must comply with the Civil Procedure Law.
Generally, a civil case is initially heard by the people’s court located in the defendant’s place of
domicile. The parties to a contract may, by an express agreement, select a competent court
where civil actions may be brought, provided that the competent court has jurisdiction over
the plaintiff’s or the defendant’s place of residence, the place of execution of the contract or
the place of performance of the contract, or the object of the action or locations which have
substantial connections with the dispute. However, such selection cannot violate the
stipulations of hierarchical jurisdiction and exclusive jurisdiction in any case.
A foreign individual, a stateless person, a foreign enterprise or a foreign organisation is
given the equal litigation rights and obligations as a citizen, a legal person or other
organisations in the PRC when initiating actions or defending against litigations at a PRC
court. Should foreign courts impose restrictions on the litigation rights of the citizens, legal
persons or other organisations in the PRC, the PRC courts shall impose reciprocal restrictions
on the litigation rights of citizens, enterprises and organisations in that country. A foreign
individual, a stateless person, a foreign enterprise or a foreign organisation must engage a
PRC lawyer in case he or it needs to engage a lawyer for the purpose of initiating actions or
defending against litigations at a PRC 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. All parties to a civil
action shall perform the legally effective judgements and rulings. If any party to a civil action
refuses to abide by a judgement 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 judgement which the court
has granted an enforcement approval, the court may, upon the application of the other party,
mandatorily enforce the judgement on the party.
A party seeking to enforce a judgement or order of a people’s court against a party who
is not located within the PRC and does not own any property in the PRC, may apply to a
foreign court with proper jurisdiction for recognition and enforcement of the judgement or
order. In the case of an application or request for recognition and enforcement of a legally
effective judgement or order of a foreign court, the people’s court shall, after having examined
it in accordance with the international treaties entered into or acceded to by the PRC or with
the principle of reciprocity and having arrived at the conclusion that it does not contravene
the primary principles of the laws of the PRC nor violates its sovereignty, security or social
and public interests, recognise the validity of the judgement or order, and, if required, issue a
writ of enforcement and enforce it in accordance with the relevant regulations. If the
application or request contravenes the primary principles of the laws of the PRC or violates its
sovereignty, security or social and public interests, the people’s court shall not recognise and
enforce it.
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THE PRC COMP ANY LAW , THE OVERSEAS LISTING TRIAL MEASURES AND THE
GUIDELINES ON THE ARTICLES OF ASSOCIATION
The PRC Company Law which was promulgated on 29 December 1993 by the SCNPC,
last amended on 29 December 2023 and came into effect on 1 July 2024 regulates the
organisation and operation of companies and protects the legitimate rights and interests of
companies, shareholders and creditors. The amendment to the PRC Company Law in 2013 has
cancelled the restriction on the minimum registered capital and replaced the registered
paid-up share capital system by the registered subscribed capital system.
The Trial Administrative Measures for Overseas Securities Offering and Listing by
Domestic Companies (جthe “ Overseas Listing
Trial Measures ”) promulgated by the CSRC on 17 February 2023 with effect from 31 March
2023 are applicable to the overseas securities offering and listing by the PRC domestic
companies.
The Guidelines on the Articles of Association for Listed Companies (the “ Articles
Guidelines ”) last amended by the CSRC on 15 December 2023 with effect from the same date
provide guidance for the company’s articles of association. Accordingly, the contents as
provided in the Articles Guidelines have been included in the Articles of Association of our
Company, a summary of which is set out in Appendix V to this document.
Set out below is a summary of the principal provisions of the Company Law, the
Overseas Listing Trial Measures and the Articles Guidelines applicable to our Company.
General
A joint-stock limited liability company (hereinafter referred to as “ company ”) refers to
a corporate legal person established in China under the PRC Company Law with independent
legal person properties and entitlements to such legal person properties. The liability of the
company is limited to the total amount of all assets it owns and the liability of its shareholders
is limited to the extent of the shares they subscribe for.
Incorporation
A company may be incorporated by promotion or subscription. A company may be
incorporated by a minimum of one but no more than 200 promoters, and at least half of the
promoters must have domicile in the PRC. Companies incorporated by promotion are
companies with the registered capital entirely subscribed for by the promoters. Where
companies are incorporated by subscription, the promoters are required to subscribe for not
less than 35% of the total number of shares of a company unless otherwise stipulated by laws
and regulations, and the remaining shares can be offered to the public or specific persons,
unless otherwise required by law.
For a company incorporated by promotion, the registered capital has to be the total
capital subscribed for by all promoters as registered with the company registration authority.
The promoters shall subscribe in writing for the shares required to be subscribed for by them
and pay up their capital contributions under the articles of association. Procedures relating to
the transfer of titles to non-monetary property shall be duly completed if such assets are to be
contributed as capital. Promoters who fail to pay up their capital contributions in accordance
with the foregoing provisions shall assume default liabilities in accordance with the covenants
set out in the promoters’ agreement. After the promoters have subscribed for the capital
contribution under the articles of association, a board of directors and a supervisory
committee shall be elected and the board of directors shall apply for registration of
establishment by filing the articles of association with the company registration authority,
and other documents as required by the law or administrative regulations. It shall not raise
capital from others before the promoters fully pay the capital subscribed by them; for
companies established by public subscription, the registered capital is the amount of total
paid-up capital as registered with the company registration authority.
After the subscription monies for the share issue have been paid in full, a capital
verification institution established under PRC law must be engaged to conduct a capital
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verification and furnish a certificate thereof. The promoters shall convene an inaugural
meeting within 30 days after the issued shares have been fully paid up, and shall 15 days before
the meeting notify all subscribers or make a public announcement of the date of the inaugural
meeting.
The inaugural meeting may be convened only with the presence of shareholders holding
shares representing more than 50% of the total issued shares of the company. At the inaugural
meeting, matters including the adoption of draft articles of association proposed by the
promoter(s) and the election of the board of directors and the supervisory committee of the
company will be dealt with. All resolutions of the meeting require the approval of subscribers
with more than half of the voting rights present at the meeting.
Within 30 days after the conclusion of the inaugural meeting, the board of directors
shall authorize representatives to apply for registration with the company registration
authority. The company is formally established and has the status of a legal person after the
approval for registration has been given and a business licence has been issued by the relevant
registration authority. Where after the incorporation of a company, a promoter fails to pay in
full the subscription moneys in accordance with the provisions of the company’s articles of
association, he shall pay them in full and the other promoters shall bear joint and several
liability. Where it is discovered that the actual evaluation of the non-currency property used as
capital contributions for the incorporation of the company is obviously less than the
evaluation prescribed by the company’s articles of association, the promoters shall make up
the difference; and the other promoters shall bear joint and several liability.
If the shares required to be issued at the time of the establishment of a company are not
fully subscribed, or if, after the full payment for the issued shares, the promoters fail to
convene an establishment meeting within 30 days, any subscriber may demand the promoters
to refund their subscriptions, plus the interest calculated based on the bank interest rate for
the corresponding period.
In cases where the company is not established, the legal consequences shall be borne by
the shareholders at the time of establishment; if there are two or more shareholders at the time
of establishment, they shall have joint and several claims and bear joint and several liabilities.
If a shareholder at the time of establishment causes harm to another person due to
performance of their responsibilities for the establishment of the company, the company or
other faultless shareholders may seek to recover any resulting compensation liability borne by
them from the shareholder at fault.
Share capital
The promoters may make capital contribution in currencies, or non-monetary assets
such as in kind, intellectual property rights or land use 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 in
accordance with the laws or administrative regulations on valuation without any
over-valuation or under-valuation.
Shares shall be issued in a fair and equitable manner. The same class of shares must
carry equal rights. Shares of the same class issued at the same time must be issued on the same
conditions and at the same price. The same price per share shall be paid by a subscriber, an
entity or an individual, and shall be equal to or greater than the nominal value of the share
and shall not be less than the nominal value.
A PRC domestic company shall file with the CSRC before offering its shares to the
public overseas. Pursuant to the Overseas Listing Trial Measures, the target investors for
overseas issuance and listing of a domestic company shall be overseas investors, except as in
compliance with the Overseas Listing Trial Measures or otherwise provided by the state.
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Under the PRC Company Law, a company shall prepare a shareholder register and
place it within its premises which sets forth the following matters:
(i) the name and domicile of each shareholder;
(ii) Type and quantity of subscribed shares for each shareholder;
(iii) For stocks issued in paper form, the stock serial numbers; and
(iv) the date on which each shareholder purchased the shares.
Increase in share capital
According to the PRC Company Law, if a company proposes to issue new shares,
resolutions shall be passed at general meeting in accordance with the articles of association to
determine the class, amount and issue price of the new shares.
Save for the above-mentioned shareholder approval requirement, for a public offering
of new shares, the PRC Securities Law provides that the company shall:
(i) have a sound organisational structure with satisfactory operating record;
(ii) the company is a going concern;
(iii) the auditors have issued an unqualified audit report on the financial and
accounting documents of the company for the past three years;
(iv) the company and its controlling shareholders and de facto controllers have not
had any criminal records in the past three years in relation to corruption, bribery,
embezzlement, misappropriation of assets and breach of socialist market
economic order; and
(v) other requirements as prescribed by the securities regulatory authority of the
State Council approved by the State Council.
Pursuant to the PRC Company Law, when the company launches a public issuance of
new shares with the approval of the securities regulatory authorities of the State Council, it
shall publish a document and financial and accounting reports, and prepare the share
subscription form. After the new share issuance has been paid up, a company must change its
registration with the company registration authority and issue a public notice accordingly.
Reduction of share capital
A company may reduce its registered capital in accordance with the following
procedures prescribed by the PRC Company Law:
(i) the company shall prepare a balance sheet and an inventory of the assets;
(ii) the reduction of registered capital must be approved by shareholders in general
meeting;
(iii) the company shall inform its creditors of the reduction in registered capital
within ten (10) days and publish an announcement of the reduction in the
newspaper or the National Enterprise Credit Information Publicity System
within thirty (30) days after the resolution approving the reduction has been
passed;
(iv) the creditors of the company may within the statutory prescribed time limit
require the company to pay its debts or provide guarantees covering the debts;
The creditors shall, within thirty (30) days from the date they receive the written
notice, or within forty five (45) days from the date the announcement is made in
the case of those who have not received such written notice, have the right to
claim full repayment of their debts or provision of a corresponding guarantee
from the company; and
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(v) the company must apply to the company registration authority for registration of
the reduction in registered capital.
Repurchase of shares
A company may not repurchase its own shares other than for one of the following
purposes:
(i) reducing the registered capital of the company; or
(ii) merging with another company that hold shares in the company; or
(iii) applying the shares for the staff shareholding scheme or as share incentives; or
(iv) shareholders who disagree with the resolutions for the merger and separation of
the company made in general meeting may demand the company to purchase
their shares; or
(v) utilising the Shares for conversion of corporate bonds which are convertible into
shares issued by the listed companies; or
(vi) where it is necessary for the listed companies to safeguard its value and
shareholders’ interests.
Where the company needs to purchase its own shares under any of the circumstances set
out in clauses (i) and (ii) under the preceding article, it shall be subject to a resolution of the
general meeting. Where the company needs to purchase its own shares under any of the
circumstances set out in clauses (iii), (v) and (vi) under the preceding article, it shall be made
as prescribed by the articles or under the authorisation by the general meeting and approved
by way of a resolution at the board meeting attended by more than two thirds of the directors
of the company.
After the company purchases its own shares under the circumstance set out in clauses
(i), it shall cancel the purchased shares within 10 days after the purchase; while under either
circumstance set out in clauses (ii) or (iv), transfer them or write them off within six months;
while under any of the circumstances set out in clauses (iii), (v) or (vi), the aggregate number
of shares of the company held by itself shall not exceed 10% of its total shares in issue and the
company shall transfer them or write them off within three years.
A listed company purchasing its own shares shall perform the obligation of information
disclosure. A listed company purchasing its own shares under any of the circumstances set out
in clauses (iii), (v) and (vi) shall carry out trading in a public and centralised manner.
A company may not accept its own shares as the subject matter of a mortgage.
Transfer of shares
Shares may be transferred in accordance with the relevant laws and regulations.
According to the PRC Company Law, a shareholder may transfer his shares on a stock
exchange established in accordance with laws or by any other means as required by the State
Council. Stocks may be transferred after the shareholders endorse the back of the share
certificates or in any other manner specified by the laws or administrative regulations.
Following the transfer, the company shall enter the names and addresses of the transferees
into its share register. No changes of registration in the share register described above shall be
effected during a period of 20 days prior to convening a shareholders’ general meeting or five
days prior to the record date for the purpose of determining entitlements to dividend
distributions, subject to any otherwise stipulated legal provisions on the registration of
changes in the share register of listed companies.
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According to the PRC Company Law, Shares of the company issued prior to the public
issue of shares may not be transferred within one year of the date of the company’s listing on
a stock exchange. Where any laws, administrative regulations, or the securities regulatory
authority under the State Council have other provisions regarding the transfer of shares of a
listed company by its shareholders or actual controllers, those provisions shall prevail.
Directors, supervisors and the senior management of a company shall declare to the company
their shareholdings in it and any changes in such shareholdings. During their terms of office,
they may transfer no more than 25% of the total number of shares they hold in the company
every year. They shall not transfer the shares they hold within one year of the date of the
company’s listing on a 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, supervisors and the senior
management.
Shareholders
Under the PRC Company Law and the Articles Guidelines, the rights of holders of
ordinary shares of a joint stock limited company include the rights:
(i) to attend or appoint a proxy to attend shareholders’ general meetings and to
exercise the voting rights;
(ii) to transfer the shares according to the laws and administrative regulations and
the articles of association;
(iii) to inspect the articles of association, shareholder register, counterfoil of
company debentures, minutes of shareholders’ general meetings, board
resolutions, resolutions of the supervisory board and financial and accounting
reports and to make suggestions or inquiries in respect of the company’s
operations;
(iv) to petition the people’s court to revoke any resolution passed at a shareholders’
general meeting or a meeting of board of directors any contents of which is in
violation of the articles of association;
(v) to receive dividends and other types of interest distributing in respect of the
number of shares held;
(vi) to r eceive residual properties of the company in proportion to their
shareholdings upon the terminating or liquidation of the company; and
(vii) any other shareholders’ rights provided for in laws, administrative regulations,
other regulatory documents and the articles of association.
The obligations of shareholders include the obligation to abide by the company’s
articles of association, to pay the subscription monies in respect of the shares subscribed for,
to be liable for the company’s debts and liabilities to the extent of the amount of subscription
monies agreed to be paid in respect of the shares taken up by them and any other shareholder
obligation specified in laws, administrative regulations, regulatory documents and the articles
of association.
Shareholders’ general meeting
The general meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. The general meeting may exercise its
powers:
(i) to elect and remove the directors and supervisors and to decide on the matters
relating to the remuneration of directors and supervisors;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the reports of the supervisory board;
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(iv) to review and approve the company’s profit distribution proposals and loss
recovery proposals;
(v) to decide on any increase or reduction of the company’s registered capital;
(vi) to decide on the issue of corporate bonds;
(vii) to decide on merger, division, dissolution and liquidation of the company or
change of its corporate form;
(viii) to amend the company’s articles of association; and
(ix) to exercise any other authority stipulated in the articles of association.
The shareholders’ meeting may authorize the board of directors to make resolutions
regarding the issuance of corporate bonds.
A shareholders’ general meeting is required to be held once every year. An
extraordinary general meeting is required to be held within two months of the occurrence of
any of the following:
(i) the number of directors is less than the number stipulated by the laws or less than
two-thirds of the number specified in the articles of association;
(ii) the outstanding losses of the company reach one-third of the company’s total
paid-in share capital;
(iii) shareholders individually or in aggregate holding 10% or more of the company’s
shares request that an extraordinary general meeting shall be convened;
(iv) the board deems necessary;
(v) the supervisory board so requests; or
(vi) any other circumstances as provided for in the articles of association.
A shareholders’ general meeting shall be 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 duties, the meeting shall be presided over by
the vice chairman. In the event that the vice chairman is incapable of performing or is not
performing his duties, a director nominated by half or more of the directors shall preside over
the meeting. Where the board of directors is incapable of performing or is not performing its
duties to convene the general meeting, the supervisory board shall convene and preside over
such meeting in a timely manner. If the supervisory board fails to convene and preside over
such meeting, shareholders individually or in aggregate holding 10% or more of the
company’s shares for 90 days or more consecutively may unilaterally convene and preside over
such meeting.
In accordance with the PRC Company Law, a notice of the general meeting stating the
date 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. A notice of extraordinary general meeting shall
be given to all shareholders 15 days prior to the meeting.
Under the PRC Company Law, a single shareholder who holds, or several shareholders
who jointly hold, 1% or more of the shares of the company may submit an interim proposal in
writing to the board of directors 10 days before the general meeting is held. The board of
directors shall, within two days upon receipt of the proposal, notify the other shareholders,
and submit the said interim proposal to the general meeting for deliberation. The contents of
the interim proposal shall fall within the scope of powers of the general meeting, and the
proposal shall have a clear agenda and specific matters on which resolutions are to be made.
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The general meeting shall not make resolutions on matters that are not clearly listed in
the notices given to the shareholders.
There is no specific provision in the PRC Company Law regarding the number of
shareholders constituting a quorum in a shareholders’ meeting.
Shareholders present at a shareholders’ general meeting have one vote for each share
they hold, except for shareholders of non-ordinary shares, save that shares held by the
company are not entitled to any voting rights. Resolutions of the general meeting must be
passed by more than half of the voting rights held by shareholders present at the meeting,
with the exception of matters relating to merger, division or dissolution of the company,
increase or reduction of registered share capital, change of corporate form or amendments to
the articles of association, which in each case must be passed by at least two-thirds of the
voting rights held by the shareholders present at the meeting. Where the PRC Company Law
and the articles of association provide that the transfer or acquisition of significant assets or
the provision of external guarantees by the company must be approved by way of resolution of
the general meeting, the directors shall convene a shareholders’ general meeting promptly to
vote on such matters. An accumulative voting system may be adopted for the election of
directors and supervisors at the general meeting pursuant to the provisions of the articles of
association or a resolution of the general meeting. Under the accumulative voting system,
each share shall be entitled to the number of votes equivalent to the number of directors or
supervisors to be elected at the general meeting, and shareholders may consolidate their votes
for one or more directors or supervisors when casting a vote.
Minutes shall be prepared in respect of matters considered at the general meeting and
the shareholders 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
The board of directors of a company shall consist of three or more members, and may
include employee representatives among them. In the case of a company with three hundred or
more employees, except when a board of supervisors has been established including a number
of employee representatives among its members as required by law, the company’s board of
directors shall include employee representatives among its members. An employee
representative on the board of directors shall be elected by the company’s employees through
the employee representative assembly, employee assembly, or other forms of democratic
elections. The term of a director shall be stipulated in the articles of association, provided
that no term of office shall last for more than three years. A director may serve consecutive
terms if re-elected. A director shall continue to perform his/her duties as a director in
accordance with the laws, administrative regulations and the articles of association until a
duly re-elected director takes office, if re-election is not conducted in a timely manner upon
the expiry of his/her term of office or if the resignation of directors results in the number of
directors being less than the quorum.
Under the PRC Company Law, the board of directors may exercises the following
powers:
(i) to convene shareholders’ general meetings and report on its work to the
shareholders’ general meetings;
(ii) to implement the resolution passed by the shareholders at the shareholders’
general meeting;
(iii) to decide on the company’s operational plans and investment proposals;
(iv) to formulate the company’s profit distribution proposals and loss recovery
proposals;
(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 or dissolution of the company or
change of corporate form;
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(vii) to decide on the setup of the company’s internal management organs;
(viii) to appoint or dismiss the company’s general manager and decide on his/her
remuneration and, based on the general manager’s recommendation, to appoint
or dismiss any deputy general manager and financial officer of the company and
to decide on their remunerations;
(ix) to formulate the company’s basic management system; and
(x) to exercise any other authority stipulated in the articles of association or granted
by the shareholders’ meeting.
Meetings of the board of directors shall be convened at least twice each year. Notices of
meeting shall be given to all directors and supervisors 10 days before the meeting. Interim
board meetings may be proposed to be convened by shareholders representing more than 10%
of the voting rights, more than one-third of the directors or the supervisory board. The
chairman shall convene the meeting within 10 days of receiving such proposal, and preside
over the meeting. The board may otherwise determine the means and the period of notice for
convening an interim board meeting. Meetings of the board of directors shall be held only if
more than half of the directors are present. Resolutions of the board shall be passed by more
than half of all directors. Each director shall have one vote for a resolution to be approved by
the board. Directors shall attend board meetings in person. If a director is unable to attend for
any reason, he/she may appoint another director to attend the meeting on his/her behalf by a
written power of attorney specifying the scope of authorisation that his/her representative
has. The board of directors shall prepare minutes of the meetings of the board of directors
and such minutes shall be signed by the directors present at the meeting.
If a resolution of the board of directors violates the laws, administrative regulations or
the articles of association or resolutions of the general meeting, and as a result of which the
company sustains serious losses, the directors participating in the resolution are liable to
compensate the company. However, if it can be proved that a director expressly objected to the
resolution when the resolution was voted on, and that such objection was recorded in the
minutes of the meeting, such director shall be relieved from that liability.
Under the PRC Company Law, the following persons may not serve as a director of a
company:
(i) a person who is unable or has limited ability to undertake any civil liabilities;
(ii) a person who has been subjected to criminal punishment for corruption, bribery,
embezzlement or misappropriation of property, or disruption of the economic
order of the socialist market, or who has ever been deprived of political rights
due to a criminal conviction, and five years have not elapsed since the term of
punishment was completed, or in the case of a suspended sentence, two years have
not elapsed since the probation period was completed;
(iii) a person who has been a former director, factory manager or manager of a
company or an enterprise that has entered into in solvent liquidation and who
was personally liable for the insolvency of such company or enterprise, where less
than three years have elapsed since the date of the completion of the bankruptcy
and liquidation of the company or enterprise;
(iv) Any former legal representative of a company or enterprise which has had its
business license revoked or been ordered to shut down due to any violation of the
law, and where the individual was personally responsible for the situation, and
three years have not elapsed since the date of revocation of business license or
shutdown order; and
(v) a person identified as a subject of enforcement for breach of trust by the people’s
court for failure to repay a significant amount of overdue debts.
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Where a company elects or appoints a director to which any of the above circumstances
applies, such election or appointment shall be null and void. 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.
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 meetings
and review the implementation of board resolutions. The vice chairman shall assist the
chairman to perform his/her duties. Where the chairman is incapable of performing or is not
performing his/her duties, the duties shall be performed by the vice chairman. Where the vice
chairman is incapable of performing or is not performing his/her duties, a director nominated
by more than half of the directors shall perform his/her duties.
A company may, as stipulated in its articles of association, establish an audit committee
within the board of directors composed of directors to exercise the functions and powers
prescribed for the board of supervisors by this Law, without establishing a board of
supervisor or supervisor.
Supervisory board
A company shall have a supervisory board composed of three or more members. The
supervisory board consists of representatives of the shareholders and an appropriate
proportion of representatives of the company’s staff. The actual proportion shall be
determined in the articles of association, provided that the proportion of representatives of
the company’s staff shall not be less than one-third. Representatives of the company’s staff at
the supervisory board shall be democratically elected by the company’s staff at the staff
representative assembly, general staff meeting or otherwise. Directors and senior management
shall not act concurrently as supervisors. The supervisory board shall appoint a chairman and
may appoint a vice chairman. The chairman and the vice chairman of the supervisory board
shall be elected by more than half of the supervisors.
According to the Reply of the Overseas Listing Department of the CSRC and the
Production System Department of the State Commission for Restructuring the Economic
System on Opinions Concerning the Supplement and Amendment to Articles of Association
by Companies to be Listed in Hong Kong (᜗ҷ։͛ପ᜗Փ̡ᗫ
Ռ ), the chairman of the supervisory board
shall be appointed by more than two-thirds of the supervisors.
The chairman of the supervisory board shall convene and preside over supervisory
board meetings. Where the chairman of the supervisory board is incapable of performing or is
not performing his/her duties, the vice chairman of the supervisory board shall convene and
preside over supervisory board meetings. Where the vice chairman of the supervisory board is
incapable of performing or is not performing his/her duties, a supervisor nominated by more
than half of the supervisors shall convene and preside over supervisory board meetings.
Directors and senior management shall not act concurrently as supervisors.
Each term of office of a supervisor is three years and he/she may serve consecutive
terms if reelected. A supervisor shall continue to perform his/her duties as a supervisor in
accordance with the laws, administrative regulations and the articles of association until a
duly re-elected supervisor takes office, if re-election is not conducted in a timely manner upon
the expiry of his/her term of office or if the resignation of supervisors results in the number of
supervisors being less than the quorum.
The supervisory board may exercise its powers:
(i) to review the company’s financial position;
(ii) to supervise the directors and senior management in their performance of their
duties and to propose the removal of directors and senior management who have
violated any laws, regulations, the articles of association or shareholders’
resolutions;
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(iii) when the acts of a director or senior management personnel are detrimental to
the company’s interests, to require the director and senior management to correct
these acts;
(iv) to propose the convening of extraordinary shareholders’ general meetings and to
convene and preside over shareholders’ general meetings when the board fails to
perform the duty of convening and presiding over shareholders’ general meetings
under the PRC Company Law;
(v) to submit proposals to the shareholders’ general meetings;
(vi) to bring actions against directors and senior management pursuant to the
relevant provisions of the PRC Company Law; and
(vii) to exercise any other authority stipulated in the articles of association.
Supervisors may be present at board meetings and make inquiries or proposals in
respect of the resolutions of the board. The supervisory board may investigate any
irregularities identified in the operations of the company and, when necessary, may engage an
accounting firm to assist its work at the cost of the company.
Manager and senior management
A company shall have a general manager who shall be appointed or removed by the
board of directors. The general manager shall report to the board of directors and exercise
functions and powers as specified in the articles of association or as authorized by the board
of directors.
The general manager shall be present at meetings of the board of directors. However,
the general manager shall have no voting rights at meetings of the board of directors unless
he/she concurrently serves as a director.
According to the PRC Company Law, senior management refers to the general manager,
deputy manager, financial officer, secretary to the board of a listed company and other
personnel as stipulated in the articles of association.
Duties of directors, supervisors, general managers and other senior management
Directors, supervisors, the general manager, the deputy manager and senior
management are required under the PRC Company Law to comply with the relevant laws,
regulations and the articles of association, and carry out their duties in good faith and with
due diligence.
Directors, supervisors, senior management are prohibited from accepting bribes or
other unlawful income and from misappropriating the company’s property.
Directors and senior management are prohibited from:
(i) Embezzling company property or misappropriating company funds;
(ii) depositing company funds into accounts under their own names or the names of
other individuals;
(iii) Personally accepting commissions on transactions to which the company is a
party;
(iv) unauthorised divulgence of confidential information of the company; and
(v) other acts in violation of their duty of loyalty to the company.
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Income generated by directors or senior management in violation of aforementioned
provisions shall be returned to the company.
A director, supervisor or senior management who contravenes any law, regulation or the
company’s articles of association in the performance of his/her duties resulting in any loss to
the company shall be liable to the company for compensation.
Where a director, supervisor or senior management is required to attend a shareholders’
general meeting, such director, supervisor or senior management shall attend the meeting and
answer the inquiries from shareholders. Directors and senior management shall furnish all
true information and data to the supervisory board, or if a limited liability company has no
supervisory board, supervisors, without impeding the discharge of duties by the supervisory
board or supervisors.
Where a director or senior management contravenes law, administrative regulation or
the articles of association in the performance of his/her duties resulting in any loss to the
company, shareholder(s) holding individually or in aggregate more than 1% of the company’s
shares consecutively for over 180 days may request in writing that the supervisory board
institute litigation at a people’s court on its behalf. Where the supervisory board violates the
laws or administrative regulations or the articles of association in the discharge of its duties
resulting in any loss to the company, such shareholder(s) may request in writing that the board
of directors institutes litigation at a people’s court on its behalf. If the supervisory board or
the board of directors refuses to institute litigation after receiving this written request from
the shareholder(s), or fails to institute litigation within 30 days of the date of receiving the
request, or in case of emergency where failure to institute litigation immediately will result in
irrecoverable damage to the company’s interests, such shareholder(s) shall have the power to
institute litigation directly at a people’s court in its own name for the company’s benefit. For
other parties who infringe the lawful interests of the company resulting in loss to the company.
such shareholder(s) may institute litigation at a people’s court in accordance with the
procedure described above. Where a director or senior management contravenes any laws,
administrative regulations or the articles of association in infringement of shareholders’
interests, a shareholder may also institute litigation at a people’s court.
Finance and accounting
A company shall establish its own financial and accounting systems according to the
laws, administrative regulations and the regulations of the competent financial departments
of the State Council. At the end of each financial year, a company shall prepare a financial
report which shall be audited by an accounting firm in accordance with the laws. 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 reports shall be made available for shareholders’ inspection at
the company 20 days before the convening of an annual general meeting. A joint stock limited
company that makes public stock offerings shall publish its financial reports.
When distributing each year’s profits after taxation, the company shall set aside 10% of
its profits after taxation for the company’s statutory common reserve fund until the fund has
reached 50% or more of the company’s registered capital. 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 good 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 profits after taxation, it may, upon
passing a resolution at a shareholders’ general meeting, make further allocations from its
profits after taxation to the discretionary common reserve fund. After the company has made
good its losses and made allocations to its discretionary common reserve fund, the remaining
profits after taxation shall be distributed in proportion to the number of shares held by the
shareholders, unless otherwise stipulated in the articles of association.
Profits distributed to shareholders by a resolution of a shareholders’ general meeting or
the board of directors in violation of the requirements described above must be returned to
the company. The company shall not be entitled to any distribution of profits in respect of
shares held by it.
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The premium received from the issuance of shares by the company at a price exceeding
the face value of the stocks, the amount of capital obtained from the issuance of non-par
value shares that is not included in the registered capital, and other items stipulated by the
finance authority under the State Council to be included in the capital reserve, shall be
included in the capital reserve. The common reserve fund of a company shall be applied to
make good the company’s losses, expand its business operations or increase its capital. When
using a company’s reserves to cover its losses, any discretionary reserve and statutory reserve
balances shall first be used to cover such losses; if there is still a shortfall, the capital reserve
may be used in accordance with regulations. Upon the transfer of the statutory common
reserve fund into capital, the balance of the fund shall not be less than 25% of the registered
capital of the company before such transfer.
The company shall have no accounting books other than the statutory books. The
company’s assets shall not be deposited in any account opened under the name of any
individual.
Appointment and retirement of auditors
Pursuant to the PRC Company Law, the appointment or dismissal of an accounting
firm responsible for the company’s auditing shall be determined by shareholders at a
shareholders’ general meeting or the board of directors or supervisory board in accordance
with the articles of association. The accounting firm should be allowed to make
representations when the general meeting or the board of directors conduct a vote on the
dismissal of the accounting firm on their respective meetings. The company should provide
true and complete accounting evidence, accounting books, financial and accounting reports
and other accounting information to the engaged accounting firm without any refusal or
withholding or falsification of information.
Profit distribution
According to the PRC Company Law, a company shall not distribute profits before
losses are covered and the statutory common reserve fund is provided.
Amendments to the articles of association
Pursuant to the PRC Company Law, the resolution of a shareholders’ general meeting
regarding any amendment to a company’s articles of association requires affirmative votes by
more than two-thirds of the votes held by shareholders attending the meeting.
Dissolution and liquidation
Pursuant to the PRC Company Law, a company shall be dissolved for any of the
following reasons:
(i) the term of its operation set out in the articles of association has expired or other
events of dissolution specified in the articles of association have occurred;
(ii) the shareholders have resolved at a shareholders’ general meeting to dissolve the
company;
(iii) the company is dissolved by reason of its merger or division;
(iv) the business licence of the company is revoked or the company is ordered to close
down or to be dissolved in accordance with the laws; or
(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 of the company, on the grounds that the operations and
management of the company has suffered serious difficulties that cannot be
resolved through other means, rendering on-going existence of the company a
cause for significant losses to the shareholders.
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In cases where a company falls under the circumstances specified in subparagraph (i) or
(ii) above and has not yet distributed its assets to shareholders, it may continue its existence by
amending its articles of association or by resolution of the shareholders’ meeting. The
amendments to the articles of association in accordance with the provisions described above
shall require the approval of more than two-thirds of voting rights of shareholders attending
a shareholders’ general meeting.
Where the company is dissolved under the circumstances set forth in paragraph (i), (ii),
(iv) or (v) above, it should establish a liquidation committee within 15 days of the date on
which the dissolution matter occurs. The liquidation committee shall be composed of
directors or any other person determined by a shareholders’ general meeting. If a liquidation
committee is not established within the prescribed period, the company’s creditors may file an
application with a people’s court and request the court to appoint relevant personnel to form
a liquidation committee to conduct the liquidation. The people’s court should accept such
application and form a liquidation committee to conduct liquidation in a timely manner.
The liquidation committee may exercise following powers during the liquidation:
(i) to dispose of the company’s assets and to prepare a balance sheet and an
inventory of assets;
(ii) to notify the company’s creditors or publish announcements;
(iii) to deal with any outstanding business related to the liquidation;
(iv) to pay any overdue tax together with any tax arising during the liquidation
process;
(v) to settle the company’s financial claims and liabilities;
(vi) to handle the company’s remaining assets after its debts have been paid off; and
(vii) to represent the company in any civil procedures.
The liquidation committee shall notify the company’s creditors within 10 days of its
establishment, and publish an announcement in newspapers or 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. A creditor shall, in making his claim, state all matters relevant to his
creditor’s rights and furnish relevant evidence. The liquidation committee shall register such
creditor’s rights. The liquidation committee shall not make any settlement to creditors during
the period of the claim.
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’ general meeting or a people’s court for endorsement. The
remaining assets of the company, after payment of liquidation expenses, employee wages,
social insurance expenses and statutory compensation, outstanding taxes and the company’s
debts, shall be distributed to shareholders in proportion to the shares held by them. The
company shall continue to exist during the liquidation period, although it cannot engage in
operating activities that are not related to the liquidation. The company’s property shall not
be distributed to shareholders before settlements are made in accordance with the
requirements described above.
Upon liquidation of the company’s property and preparation of the required balance
sheet and inventory of assets, if the liquidation committee becomes aware that the company
does not have sufficient 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 by the
people’s court, the liquidation committee shall hand over the administration of the
liquidation to the people’s court.
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Upon completion of the liquidation, the liquidation committee shall submit a
liquidation report to the shareholders’ general meeting or a people’s court for confirmation of
its completion. Following such confirmation, the report shall be submitted to the company
registration authority to cancel the company’s registration, and an announcement of its
termination shall be published. Members of the liquidation committee are required to
perform their duties in good faith and in compliance with relevant laws. Members of the
liquidation committee shall be prohibited from abusing their authority in accepting bribes or
other unlawful income and from misappropriating the company’s properties. Members of the
liquidation committee are liable to indemnify the company and its creditors in respect of any
loss arising from their wilful or material default.
Liquidation of a company declaring bankruptcy according to laws shall be processed in
accordance with the laws on corporate bankruptcy.
Overseas listing
Pursuant to the Overseas Listing Trial Measures, if a PRC domestic company submits
an initial public offering application to an overseas regulatory authority or an overseas stock
exchange, the issuer shall file with the CSRC within three business days after submitting the
application.
Loss of share certificates
If the share certificate(s) is either lost, stolen or destroyed, a shareholder may, in
accordance with the public notice procedures set out in the Civil Procedure Law, apply to a
people’s court for a declaration that such certificate(s) will no longer be valid. After such
declaration has been obtained, the shareholder may apply to the company for the issue of a
replacement certificate(s).
Suspension and termination of listing
The PRC Company Law has deleted provisions governing suspension and termination
of listing. The PRC Securities Law has also deleted provisions regarding suspension of listing.
Where listed securities fall under the delisting circumstances stipulated by the stock exchange,
the stock exchange shall terminate its listing and trading in accordance with the business
rules.
Pursuant to the Overseas Listing Trial Measures, in the case of voluntary or mandatory
termination of listing, the issuer shall report the specific situation to the CSRC within three
business days from the date of the occurrence and announcement of the relevant event.
Merger and division
Pursuant to the PRC Company Law, a merger agreement shall be signed by merging
companies and the involved companies shall prepare their 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
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, demand 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 within 30 days. Unless an
agreement in writing is reached with creditors in respect of the settlement of debts, the
liabilities of the company which have accrued prior to such division shall be jointly borne by
the separated companies.
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The PRC Securities Law and Regulations
The PRC has promulgated a number of regulations that relate to the issuance and
trading of our shares and disclosure of information. In October 1992, the State Council
established the Securities Committee (ึ ) and the 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 the CSRC. The CSRC is the regulatory arm 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. On 29 March
1998, the State Council consolidated the aforementioned two departments and reformed the
CSRC.
On 22 April 1993, the Provisional Regulations Concerning the Issuance and Trading of
Shares (၍ଣᅲБૢԷ ) were promulgated by the State Council to govern the
application and approval procedures for public offerings of equity securities, trading in equity
securities, the acquisition of listed companies, deposit, settling and transfer of listed equity
securities, as well as the disclosure of information, investigation, penalties and dispute
resolutions with respect to a listed company.
On 25 December 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies ( ਷ਕ
֛These regulations principally govern the
issuance, subscription, trading and declaration of dividends of domestic listed foreign shares
and disclosure of information of joint stock limited companies having domestic listed foreign
shares.
The PRC Securities Law took effect on 1 July 1999 and was revised as at 28 August 2004,
27 October 2005, 29 June 2013, 31 August 2014 and 28 December 2019, respectively. It was the
first national securities law in the PRC, and is divided into 14 chapters and 226 articles
regulating, among other matters, the issuance and trading of securities, takeovers of listed
companies, securities exchanges, securities companies and the duties and responsibilities of
the State Council’s securities regulatory authorities. The PRC Securities Law comprehensively
regulates activities in the PRC securities market. Article 224 of the PRC Securities Law
provides that domestic enterprises must comply with the relevant regulations of the State
Council to, directly or indirectly, issue securities or lists its securities to be traded outside the
PRC. Currently, the issuance and trading of foreign issued shares (including H share) are
principally governed by the rules and regulations promulgated by the State Council and the
CSRC.
On 10 August 2023, the CSRC promulgated the Guidance of H-share Companies
Applying for “Full Circulation” Business of Unlisted Shares in China ([2023] No. 50) (Hʮ
΅͡ሗ “ஷ ”ˏ ), which came into effect on the same day. This
provision is to regulate the listing and circulation (hereinafter referred to as “ Full
Circulation ”) of unlisted domestic shares of H-share companies listed on the Hong Kong
Stock Exchange (including unlisted domestic shares held by domestic shareholders before
overseas listing, unlisted domestic shares issued in China after overseas listing and unlisted
shares held by foreign shareholders) on the Stock Exchange. Subject to compliance with
relevant laws and regulations, as well as the policy requirements of state-owned assets
management, foreign investment and industry regulation, the holders of unlisted domestic
shares may independently determine the number and proportion of shares for which an
application will be filed for circulation, and entrust H-share companies to file with the CSRC.
Unlisted domestic joint-stock limited companies may file with the CSRC for “Full
Circulation” simultaneously at the time of its overseas initial public offering and listing.
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Arbitration and enforcement of arbitral awards
The Arbitration Law of the PRC (جthe “ Arbitration Law ”) was
passed on 31 August 1994, became effective on 1 September 1995 and was amended on 27
August 2009 and 1 September 2017. It is applicable to contract disputes and other property
disputes between natural persons, legal persons and other organisations where the parties
have entered into a written agreement to refer the matter to arbitration before an arbitration
committee constituted in accordance with the Arbitration Law. Under the Arbitration Law, an
arbitration committee may, before the promulgation by the PRC Arbitration Association ( ʕ
਷΀൒՘ึ ) of arbitration regulations, formulate interim arbitration rules in accordance with
the Arbitration Law and the Civil Procedure Law. Where the parties have by agreement
provided arbitration as the method for dispute resolution, the people’s court will refuse to
handle the case, unless the arbitration agreement is null and void.
Under the Arbitration Law and the Civil Procedure Law, an arbitral award made by the
arbitration body shall be final and conclusive and binding on the parties. If a party fails to
comply with an award, the other party to the award may apply to the people’s court for
enforcement. The people’s court shall enforce the arbitral award upon receipt of the
application. A people’s court may refuse to enforce an arbitral award made by an arbitration
tribunal after verification by collegial bench formed by the people’s court if there is any
procedural irregularity (including but not limited to irregularity in the composition of the
arbitration tribunal or arbitration proceedings, the jurisdiction of the arbitration
commission, or the making of an award on matters beyond the scope of the arbitration
agreement).
A party seeking to enforce an arbitral award of PRC Arbitration Tribunal against a
party who, or whose property, is not within the PRC, may apply to a foreign court with
jurisdiction over the case for enforcement. Similarly, an arbitral award made by a foreign
arbitration body may be recognised and enforced by the PRC courts in accordance with the
principles of reciprocity or any international treaty concluded or participated in by the PRC.
The PRC acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral
Awards (ߒthe “ New York Convention ”) adopted on 10 June 1958
pursuant to a resolution passed by the SCNPC on 2 December 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 recognised and enforced by other parties to the New Y ork Convention,
subject to their right to refuse enforcement under certain circumstances, including where the
enforcement of the arbitral award is against the public policy of the State to which the
arbitration for enforcement is made. At the time of the PRC’s accession to the New Y ork
Convention, the SCNPC declared that (i) the New Y ork Convention will only be applied 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.
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement
of Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(τર ) promulgated by the
Supreme People’s Court on 24 January 2000 and became effective on 1 February 2000, and the
Supplementary Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region ( ௰
໾̂τર ) (Articles 1 and 4
became effective on 27 November 2020, and Articles 2 and 3 became effective on 19 May 2021)
promulgated on 26 November 2020, the courts of Hong Kong agree to enforce the awards
made pursuant to the Arbitration Law by the arbitral authorities in the Mainland (the list to
be supplied by the Legislative Affairs Office of the State Council (܃through
the Hong Kong and Macao Affairs Office of the State Council (܃and
the people’s courts of the Mainland agree to enforce the awards made in the Hong Kong
pursuant to the Arbitration Ordinance of the Hong Kong. If the people’s courts of the
Mainland find that the enforcement of awards made by the Hong Kong arbitral bodies in the
Mainland will be against public interests of the Mainland, or the courts of Hong Kong decide
that the enforcement of the arbitral awards in Hong Kong will be against public policies of
Hong Kong, the awards may not be enforced.
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Judicial judgment and its enforcement
According to the Arrangement on Mutual Recognition and Enforcement of Judgments
in Civil and Commercial Matters by Courts of Mainland China and of the Hong Kong Special
Administrative Region (ʝႩ̙ձੂБ͏ਠ
τર) promulgated by the Supreme People’s Court on January 25, 2024 and
implemented on January 29, 2024, except for judgments in civil and commercial cases that are
not applicable under Article 3 of this Arrangement, judgments that can be recognized and
enforced in both places are those made by mainland and Hong Kong SAR courts on or after
January 29, 2024. The mutually recognized and enforced judgments include monetary
judgments and non monetary judgments. Upon implementation of this Arrangement, the
Arrangement on Mutual Recognition and Enforcement of Judgments in Civil and
Commercial Matters by Courts of Mainland China and of the Hong Kong Special
Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned (৫
τર )
which was adopted by the Judicial Committee of the Supreme People’s Court on June 12, 2006
and took effect on August 1, 2008 has been repealed.
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This appendix contains a summary of the main provision of the Articles of Association
of the Company adopted on May 15, 2025, which will take effect from the date of the listing
of H Shares on the Hong Kong Stock Exchange. The main purpose of this appendix is to
provide potential investors with an overview of the Articles of Association of the Company,
so it may not contain all the information that is important to potential investors.
ISSUANCE OF SHARES
The Company shall issue shares under the principles of openness, fairness and equality
and shares of the same class shall carry the equal rights.
Shares of the same class issued at the same time shall be issued under the same
condition and at the same price. The subscribers shall pay the same price for each share
subscribed.
INCREASE, REDUCTION AND REPURCHASE OF SHARES
Increase of Capital
The Company may, based on its operating and development needs, increase its capital in
the following ways pursuant to the requirements of laws and regulations and subject to the
resolutions separately passed at the general meetings:
(i) by offering shares to unspecified objects;
(ii) by offering shares to specified objects;
(iii) by allotting bonus shares to its existing shareholders;
(iv) by converting common reserve fund into share capital;
(v) by any other means which is stipulated by law and administrative regulations and
approved by the competent authority.
Reduction of Capital
The Company may reduce its registered capital in accordance with the provisions of the
Articles of Association. The Company shall reduce its registered capital in accordance with
the PRC Company Law and other relevant regulations as well as the procedures stipulated in
the Articles of Association.
Repurchase of Shares
The Company shall not repurchase its shares except in the following circumstances:
(i) to reduce its registered capital;
(ii) to merge with another company that holds the shares;
(iii) to utilize shares in the employee share ownership scheme or for share incentive;
(iv) to acquire the shares upon request by shareholders who vote against any
resolution adopted at the general meeting on the merger or division of the
Company;
(v) to use the shares in the conversion of the convertible corporate bonds issued by
the Company;
(vi) necessary for the Company to protect its value and the shareholders’ equity;
(vii) other circumstances permitted by laws, regulations and regulatory rules of the
place where the Company’s shares are listed.
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Where the Company repurchases its shares under the circumstances set out in items (i)
and (ii) of the preceding paragraph, it shall be subject to the resolution of the general meeting;
where the Company repurchases its shares under the circumstances set out in items (iii), (v)
and (vi) of the preceding paragraph, it shall be subject to the resolution of the Board meeting
attended by more than two-thirds (2/3) of the directors in accordance with the provisions of
the Articles of Association or the authorization of the general meeting.
The shares repurchased by the Company in accordance with the paragraph 1 shall be
processed in the following ways: for the circumstance in item (i), such shares shall be canceled
in ten (10) days after the date of repurchase; for the circumstance in item (ii) or (iv), such
shares shall be transferred or canceled in six (6) months; for the circumstance in item (iii), (v)
or (vi), the total number of shares held by the Company shall not exceed 10% of the total
issued shares of the Company, and such shares shall be transferred or canceled in three (3)
years.
TRANSFER OF SHARES
Shares issued by the Company prior to its public offering shall not be transferred within
one (1) year as of the date on which the shares are listed and traded in a stock exchange.
The Directors and senior management of the Company shall regularly declare the
number of shares held by them and the relevant changes. The number of shares transferred
each year during their term of office shall not exceed 25% of the total number of shares of the
Company held by them. The shares of the Company held by them shall not be transferred
within one (1) year as of the listing date of the shares of the Company. The shares of the
Company held by them shall not be transferred within six months after their resignation.
Where the rules of the stock exchange where the Company’s shares are listed have other
provisions on the transfer of shares, such provisions shall also be complied with.
The Company shall not accept its own shares as collateral.
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
Shareholders
The Company shall establish a register of shareholders with the information provided
by the securities registration authority. The register of shareholders shall be sufficient
evidence of the holding of the shares of the Company by the shareholders. A shareholder shall
enjoy the rights and assume the obligations attached to the class of shares held. Shareholders
holding the same class of shares shall be entitled to the same rights and assume equal
obligations.
Rights and Obligations of Shareholders
Shareholders of the Company shall entitle the following rights:
(i) to receive dividends and other forms of profit distribution according to the
proportion of shares they hold;
(ii) to request, convene, hold, participate or authorize proxies to attend shareholders’
general meeting, and to exercise voting rights according to the proportion of
shares they hold;
(iii) to supervise the business operations of the Company and to make suggestions or
inquiries;
(iv) to transfer, give or pledge the shares held by them in accordance with the laws and
regulations, the regulatory rules of the place where the Company’s shares are
listed. and the Articles of Association;
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(v) to inspect and copy articles of association, all of the register of Shareholders,
minutes of shareholders’ general meetings, resolutions of board meetings and
financial accounting reports of the Company; qualified shareholders may consult
the company’s accounting books and accounting vouchers;
(vi) to participate in the distribution of the remaining property of the Company
according to the proportion of shares they hold when the Company is terminated
or liquidated;
(vii) to require the Company to buy back its shares in the event that shareholders
objecting to resolutions of the general meeting concerning merger or division of
the Company satisfy the requirements of the Articles of Association and relevant
laws and regulations on the procedures for share buy-back by the Company;
(viii) to inspect the Hong Kong branch of register of Shareholders; however, the
Company may, in accordance with equivalent provisions under Section 632 of the
Companies Ordinance (Chapter 622 of the Laws of Hong Kong), suspend the
registration of shareholders; and
(ix) other rights set out in laws and regulations and the Articles of Association.
A shareholder who requests to consult or make copies of the relevant materials of the
Company shall comply with the provisions of the PRC Company Law, the PRC Securities Law
and related laws and administrative regulations. A shareholder requesting for inspection and
copying of information or access to materials referred to in the preceding Article shall
produce to the Company written documents evidencing the class and number of shares that
the shareholder holds. The Company shall provide such information and materials as
requested by the shareholder after confirming the identity of the shareholder.
Shareholders of the Company shall assume the following obligations:
(i) to abide by the laws and regulations and the Articles of Association;
(ii) to make a capital contribution according to the shares they subscribe for and the
capital participation method;
(iii) not to withdraw shares unless otherwise provided by laws and regulations;
(iv) to abide by laws, administrative regulations and the Articles of Association and
exercise the rights of shareholders in accordance with the law, and not to abuse
their shareholders’ rights to harm the Company’s or other shareholders’ interests;
not to abuse the Company’s legal person status or the shareholders’ limited
liability to harm the interests of the Company’s creditors;
(v) other obligations to be assumed by the Shareholders according to the laws and
regulations and the Articles of Association.
If a shareholder abuses his/her shareholder rights and causes a loss to the Company or
other shareholders, he or she shall be held liable for damages in accordance with laws. If a
shareholder abuses the independent legal person status of the Company or the limited liability
of shareholders in order to evade debts and thereby seriously damages the interests of the
Company’s creditors, he or she shall assume joint and several liability for the Company’s
debts.
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SHAREHOLDERS’ GENERAL MEETING
General rules for the Shareholders’ General Meeting
The general meeting is composed of all shareholders. The general meeting acts as the
organ of authority of the Company which, according to laws, exercises the following
functions and power:
(i) to elect and replace the directors and decide on matters relating to the
remuneration of the directors;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the Company’s profit distribution plans and loss recovery
plans;
(iv) to decide on the increase or reduction of the Company’s registered capital, as well
as the issuance of any type of shares, warrants, and other similar securities;
(v) to decide on the issue of bonds by the Company;
(vi) to decide on merger, division, dissolution, liquidation of the Company, or
changes in the form of the Company;
(vii) to amend the Articles of Association;
(viii) to decide on the appointment or dismissal of the accounting firms that
undertakes the auditing of the Company;
(ix) to review and approve the security-related matters stipulated in Article 50;
(x) to review the matters of purchase and/or sale by the Company within one year of
significant assets exceeding 30% of the latest audited total assets of the
Company;
(xi) to review and approve the related party transaction matters (except for receipt of
a donation in the form of cash assets and granting of guarantee by the Company)
the amount of which between the Company and any of its related parties is more
than RMB30 million and accounts for more than five (5) percent of the absolute
value of the latest audited net assets of the Company;
(xii) to review and approve the change of the use of the raised funds;
(xiii) to review stock incentive plans and employee stock ownership plans;
(xiv) to review other matters which, according to laws, administrative regulations,
departmental rules or the Articles of Association, are subject to shareholders’
approval in general meetings.
The Company shall convene an extraordinary general meeting within two (2) months in
any of the following cases:
(i) When the number of Directors is less than the number prescribed by the PRC
Company Law or less than two-thirds (2/3) of the amount required by the Articles
of Association;
(ii) When the Company’s uncovered losses amount to one-third (1/3) of the total
paid-up share capital;
(iii) When Shareholders, individually or collectively, holding more than ten percent
(10%) of the voting shares of the Company request;
(iv) When the Board of Directors deems it necessary;
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(v) When the Audit Committee proposes to convene it;
(vi) Other circumstances as stipulated by laws, regulations, the listing rules of the
place where the Company’s shares are listed or the Articles of Association.
The Convening of the General Meeting
With the consent of more than half of all independent non-executive Directors,
independent non-executive Directors have the right to propose to the board of Directors the
convening of an extraordinary general meeting. The Board of Directors shall, in accordance
with the laws and regulations, the Listing Rules and the Articles of Association, provide
written feedback within ten (10) days after receiving the proposal to agree or disagree with the
convening of the extraordinary general meeting. If the Board of Directors agrees to convene
an extraordinary general meeting, it will issue a notice of the convening of the general
meeting within five (5) days after making a resolution of the Board of Directors.
The Audit Committee has the right to propose to the Board of Directors to convene an
extraordinary general meeting, and shall make such proposal in writing. The Board of
Directors shall, in accordance with the laws and regulations, the Listing Rules and the Articles
of Association, provide written feedback on whether it agrees or disagrees with the convening
of an extraordinary general meeting within ten (10) days after receiving the proposal.
Shareholders who individually or collectively hold more than ten percent (10%) of the
shares of the Company may sign written requests to the Board of Directors for the convening
of an extraordinary general meeting. The Board of Directors shall, in accordance with the
laws and regulations, the Listing Rules and the Articles of Association, provide written
feedback within ten (10) days after receiving the request, whether it agrees or does not agree to
convene an extraordinary general meeting.
If the Board of Directors agrees to convene an extraordinary general meeting, it shall,
within five (5) days after making a resolution of the Board of Directors, issue a notice to
convene the general meeting, and any changes to the original request in the notice shall be
subject to the consent of the shareholders concerned.
If the Board of Directors does not agree to convene an extraordinary general meeting,
or does not provide feedback within ten (10) days after receiving the request, shareholders,
individually or collectively, holding more than ten (10) percent of the shares of the Company
shall have the right to propose to the Audit Committee the convening of an extraordinary
general meeting, and shall submit their request in writing to the Audit Committee.
If the Audit Committee agrees to convene an extraordinary general meeting, it shall,
within five (5) days after receiving the request, issue a notice convening the general meeting,
and any changes to the original proposal in the notice shall be subject to the consent of the
shareholders concerned.
If the Audit Committee fails to issue a notice of a general meeting within the prescribed
period, it shall be deemed not to convene and preside over the general meeting. Shareholders
who individually or collectively hold more than ten percent (10%) of the shares of the
Company for more than ninety (90) consecutive days may convene and preside over the
general meeting on their own. The shareholding of the convening shareholder shall not be less
than ten percent (10%) before the announcement of the resolution of the general meeting.
Notices of the Shareholders’ General Meeting
The convener shall notify all shareholders at least twenty (20) days prior to the annual
general meeting, and shall notify all shareholders at least fifteen (15) days prior to the
extraordinary general meeting.
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The notice of the general meeting shall meet the following requirements:
(i) the time, venue and duration of the meeting;
(ii) subject matters and proposals submitted for consideration and approval at the
meeting;
(iii) particulars shall be in clear text that all shareholders are entitled to attend
general meetings and may appoint their proxies in writing to attend and vote at
the meetings. Such proxies need not be shareholders of the Company;
(iv) the equity registration date of the shareholders who are entitled to attend on the
general meetings;
(v) name(s) and telephone number(s) of the standing contact person(s) for the affairs
of meetings;
(vi) online or other means of voting time and voting procedures;
(vii) other requirements stipulated by laws and regulations, regulatory rules of the
place where the Company’s shares are listed and the Articles of Association.
Resolutions at the General Meeting
The resolutions of a general meeting are classified into ordinary resolutions and special
resolutions.
Ordinary resolutions of the general meeting shall be adopted by more than half (1/2) of
the voting rights held by the shareholders present at the general meeting.
Special resolutions of the general meeting shall be adopted by more than two-thirds
(2/3) of the voting rights held by the shareholders present at the general meeting.
The following matters shall be resolved by way of ordinary resolution of the general
meeting:
(i) work reports of the board of directors;
(ii) proposals formulated by the board of directors for distribution of profits and for
making up accrued losses;
(iii) a ppointment and removal of members of the board of directors, their
remuneration and method of payment of their remuneration;
(iv) all matters required to be approved by a general meeting other than those
required to be approved by way of special resolution under any laws, regulations,
securities regulatory rules of the place where the shares of the Company are listed
or the Articles of Association.
The following matters shall be resolved by way of special resolution of the general
meeting:
(i) the increase or reduction of the registered capital by the Company, as well as the
issuance of any type of shares, warrants, and other similar securities;
(ii) the merger, spin-off, division, dissolution, or liquidation of the Company;
(iii) the amendment to the Articles of Association;
(iv) the amount of purchase and the sale of major assets or the guarantee by the
Company within one year exceeds 30% of the latest audited total assets of the
Company;
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(v) the share incentive schemes;
(vi) other matters which the laws, regulations, securities regulatory rules of the place
where the shares of the Company are listed or the Articles of Association require
to be adopted by special resolutions and which the general meeting, by an
ordinary resolution, considers to have a material impact on the Company and
therefore require to be adopted by a special resolution.
Shareholders may exercise voting rights in the amount of the voting shares they
represent and each share shall have one vote.
Shares held by the Company do not carry any voting rights and shall not be counted in
the total number of voting shares represented by shareholders present at a general meeting.
When a connected transaction is considered at a general meeting, the connected
shareholders shall abstain from voting, and the number of voting shares represented by them
shall not be counted in the total number of valid votes.
Where any shareholder is, under the Listing Rules, required to abstain from voting on
any particular resolution or restricted to voting only for (or only against) any particular
resolution, any votes cast by or on behalf of such shareholder in contravention of such
requirement or restriction shall not be counted.
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors shall be elected or replaced at the general meeting for a term of three (3)
years, and may be re-elected upon the expiration of the term.
The Senior Management Members may concurrently serve as Directors, provided that
the total number of Directors who concurrently serve as Senior Management Members and
Directors who are employee representatives shall not exceed half (1/2) of the total number of
Directors of the Company.
Board of Directors
The Company shall have a Board of Directors, which shall consist of nine (9) Directors
and shall have one (1) chairman of the Board, and three (3) independent non-executive
Directors.
The Board of Directors shall be accountable to the general meeting and exercises the
following functions and powers:
(i) to convene general meetings and report on its work to the general meetings;
(ii) to implement the resolutions of the general meeting;
(iii) to determine the business operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and loss recovery plans of the
Company;
(v) to formulate proposals for the increase or reduction of the Company’s registered
capital, the issuance of bonds or other securities of the Company and listing of
shares of the Company;
(vi) to formulate plans for material acquisitions, purchase of shares of the Company
or merger, division, dissolution, liquidation or change of corporate form of the
Company;
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(vii) to decide on matters such as external investment, acquisition and disposal of
assets, pledge of assets, external guarantees, entrusted wealth management,
connected transactions and external donations of the Company within the scope
of authorization of the general meeting;
(viii) to determinate the setup of the Company’s internal management organizations;
(ix) to decide on the appointment or dismissal of the Company’s general manager,
secretary to the board of directors and other senior management as well as their
remuneration, reward and disciplinary matters; and to decide on the appointment
or dismissal of the Company’s deputy general manager, chief financial officer
and other senior management as well as their remunerations, rewards and
punishments according to the nomination of the general manager;
(x) to formulate the basic management system of the Company;
(xi) to formulate the amendment to the Articles of Association;
(xii) to manage the information disclosure of the Company;
(xiii) to request the general meeting to engage or replace the accounting firm that
provides audits for the Company;
(xiv) to listen to the work report of the general manager of the Company and inspect
the work of the manager;
(xv) other functions and powers conferred by laws and regulations, the listing rules of
the place where the Company’s shares are listed, the Articles of Association or
the general meetings.
The chairman of the Board shall exercise the following functions and powers:
(i) to preside over general meetings and to convene and preside over meetings of the
Board of Directors;
(ii) to supervise and inspect the implementation of the resolutions of the Board of
Directors;
(iii) to sign important documents of the Board of Directors and other documents
which shall be signed by the legal representative of the Company;
(iv) in the event of force majeure emergency such as the occurrence of a major natural
disaster, to exercise special disposal authority over the affairs of the Company in
accordance with the provisions of the law and the interests of the Company, and
to report to the Board of Directors and the general meeting of shareholders of
the Company afterwards;
(v) other functions and powers conferred by the Board of Directors.
The Board of Directors shall convene at least four (4) meetings each year. The notice of
a regular Board meeting shall be sent to all Directors at least ten (10) days before the date of
the meeting.
Shareholders representing more than one tenth (1/10) of all voting rights, more than
one thirds (1/3) of all directors or the audit committee may propose the holding of an interim
meeting of the board of directors. The chairman of the board of directors shall, within ten
(10) days of receipt of such proposal, convene and preside over the meeting of the Board of
Directors.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
–V - 8–


--- page 443 ---
A meeting of the Board of Directors may only be held if more than half of the
Directors are present. Resolutions of the Board of Directors shall be passed by more than half
of all Directors.
AUDIT COMMITTEE
The Board of Directors sets up an Audit Committee to exercise the functions and
powers of the board of supervisors stipulated in the PRC Company Law.
The Audit Committee is responsible for reviewing the Company’s financial information
and its disclosure, supervision and evaluation of internal and external audit work and internal
control. The following matters shall be submitted to the Board of Directors for deliberation
after the approval of more than half of all members of the Audit Committee:
(i) to disclose financial information and internal control evaluation reports in
financial and accounting reports and periodic reports;
(ii) to appoint or dismiss the accounting firm that undertakes the auditing of the
Company;
(iii) to appoint or dismiss the chief financial officer of the Company;
(iv) to make changes in accounting policies, accounting estimates or correction of
major accounting errors for reasons other than changes in accounting standards;
(v) other matters stipulated by laws, administrative regulations, provisions of the
CSRC and the Articles of Association.
GENERAL MANAGER
The Company shall have one (1) general manager, who shall be appointed or dismissed
by the Board of Directors.
The Company shall have two (2) deputy general managers who shall be appointed or
dismissed by the Board of Directors.
The general manager shall be directly 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 the Company, to
organize and implement the resolutions of the Board of Directors, and to report
on his/her work to the Board of Directors;
(ii) to organize and implement the Company’s annual business plan and investment
plan;
(iii) to formulate the plan for establishment of the Company’s internal management
organization;
(iv) to formulate the Company’s basic management system;
(v) to formulate the detailed rules and regulations of the Company;
(vi) to request the Board of Directors to engage or dismiss deputy general manager
and chief financial officer of the Company;
(vii) to appoint or dismiss management personnel other than those required to be
appointed or dismissed by the Board of Directors;
(viii) other functions and powers conferred by the Articles of Association and the
Board of Directors.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
–V - 9–


--- page 444 ---
SECRETARY TO THE BOARD
The Company shall have one (1) board secretary, whose responsibilities include
preparing general meetings and board meetings of the Company, maintaining documents and
managing shareholder information of the Company, and handling the information disclosure
of the Company.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall formulate its own financial and accounting systems in accordance
with the laws, administrative regulations and the requirements of relevant state departments.
The Company shall publish and disclose its annual report within four (4) months from
the ending date of each financial year, its interim report within two (2) months from the
ending date of the first half of each financial year, and quarterly reports if required by
regulations of the stock exchange where its shares are listed, to the CSRC (if applicable) and
the stock exchange where the Company’s shares are listed. If the regulatory rules of the stock
exchange where the Company’s shares are listed provide otherwise, such rules shall prevail.
The above-mentioned annual and interim reports shall be prepared in accordance with the
relevant laws, administrative regulations and the provisions of the CSRC and the stock
exchange(s).
PROFIT DISTRIBUTION
The Company shall implement a continuous and stable profit distribution policy. The
profit distribution of the Company attaches importance to the reporting of investment and
reasonable investment. The cash dividend policy target is steady growth of dividend.
The Company may implement interim cash dividends.
Form of profit distribution: the Company may distribute profits in the form of cash,
shares or a combination of cash and shares. Under the premise of ensuring the necessary
funds for normal production, operations, and development, the company shall distribute an
appropriate proportion of cash dividends.
The Company is not required to distribute profits if:
(i) the audit report on it for the most recent year is either a non-unqualified opinion
or an unqualified opinion with a significant uncertainty paragraph relating to
going concern;
(ii) the asset-liability ratio at the end of the most recent fiscal year is higher than
70%;
(iii) the operating cash flow is negative in the most recent fiscal year;
(iv) any other circumstances that the Company deems inappropriate for distribution
occurs.
DISSOLUTION AND LIQUIDATION OF THE COMP ANY
The Company may be dissolved for any of the following reasons:
(i) the term of business operation prescribed in the Articles of Association expires
or any other circumstance for dissolution prescribed in the Articles of
Association occurs;
(ii) the general meeting resolves to dissolve the Company;
(iii) dissolution is required due to merger or division of the Company;
(iv) the Company is revoked of its business license, ordered to close down or annulled
according to law due to violation of laws and regulations;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-10 –


--- page 445 ---
(v) by articles 231 of PRC Company Law;
(vi) where the Company has serious difficulties in its business management and its
subsistence will cause serious damage to the interests of shareholders, which is
unable to be resolved through any other means, shareholders representing more
than one tenth (1/10) of all voting rights may apply to the people’s court for
dissolution of the Company.
Where any of the circumstances prescribed in items (i) and (ii) occurs and has not yet
distributed assets to Shareholders, the Company may continue to exist after the amendment to
the Articles of Association or by resolution of the general meeting.
If the Company is dissolved under items (i), (ii), (iv) or (v) above, a liquidation
committee shall be set up, which shall start liquidation within fifteen (15) days from the date
of occurrence of the cause for dissolution. The members of such liquidation committee shall
be determined by the Directors or the Shareholders’ general meeting.
The liquidation committee shall notify its creditors within a period of ten (10) days
since the date it is established, and make announcements in newspapers within sixty (60) days.
Creditors shall, within thirty (30) days since the date of receiving the notice, or for creditors
who do not receive the notice, within forty five (45) days since the date of the public
announcement, report their creditors’ rights to the liquidation committee.
If the liquidation committee, having thoroughly examined the Company’s property and
prepared a balance sheet and schedule of assets, discovers that the Company’s property is
insufficient to pay its debts in full, it shall apply to the People’s Court for a declaration of
bankruptcy.
Upon acceptance of a bankruptcy application by a people’s court, the Company’s
liquidation committee shall refer the liquidation matters to the People’s Court.
Following the completion of liquidation of the Company, the liquidation committee
shall formulate a liquidation report, submit the same to the general meeting or the people’s
court for confirmation, and submit the aforementioned documents to the company
registration authority to apply for company deregistration.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association under any of the following
circumstances:
(i) after the PRC Company Law or relevant laws and regulations or regulatory rules
of the place where the Company’s shares are listed are amended, the provisions of
the Articles of Association are in conflict with the provisions of the amended
ones;
(ii) there has been a change to the Company, resulting in inconsistency with the
contents in the Articles of Association;
(iii) the general meeting decides to amend the Articles of Association.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-11 –


--- page 446 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Establishment of our Company
Our Company was established in the PRC as a limited liability company on
February 3, 2016 and was converted into a joint stock company with limited liability
under the Company Law with effect from November 8, 2024. Our Company has
established a principal place of business in Hong Kong at Shop Nos. 202-203, 2nd
Floor, Regal Airport Hotel, 9 Cheong Tat Road, Chek Lap Kok, New Territories, Hong
Kong and was registered with the Registrar of Companies in Hong Kong as a non-Hong
Kong company under Part 16 of the Companies Ordinance on June 6, 2025. Ms. Sham
Ying Man ( Ҋᅂ˖ ), has been appointed as our authorized representative of our
Company for the acceptance of service of process and notices on behalf of our
Company in Hong Kong.
As our Company was established in the PRC, our corporate structure and Articles
of Association are subject to the relevant laws and regulations of the PRC. A summary
of the relevant provisions of our Articles of Association is set out in “Appendix V —
Summary of Articles of Association” to this prospectus.
2. Changes in the share capital of our Company
As of the date of the establishment, our registered capital was RMB1,000,000.
On November 8, 2024, our Company was converted into a joint stock company with
limited liability under the PRC Company Law. Upon completion of such conversion,
the registered capital of our Company was RMB14,802,382 divided into 14,802,382
shares with a nominal value of RMB1.00 each.
Pursuant to the resolution passed by the then Shareholders on May 15, 2025, each
share of our Company with a nominal value of RMB1.00 was subdivided into 10 Shares
with a nominal value of RMB0.10 each. Upon completion of such share subdivision,
the registered capital of our Company was RMB14,802,382 divided into 148,023,820
Shares with a nominal value of RMB0.10 each.
Assuming the Offer Size Adjustment Option is not exercised, upon completion of
the Global Offering and conversion of Unlisted Shares into H Shares, the registered
share capital of our Company will be increased to RMB16,248,502 divided into
35,759,570 Unlisted Shares and 126,725,450 H Shares.
Save as mentioned in “4. Resolution of our Shareholders passed on May 15,
2025” below, there has been no alteration in our share capital within the two years
immediately preceding the date of this prospectus.
3. Resolutions of our Shareholders passed on May 15, 2025
At the extraordinary general meeting of our Company held on May 15, 2025,
among other things, the following resolutions were passed by our Shareholders:
(a) the Share Subdivision was approved;
(b) the issue of H Shares, the number of which shall be no more than 25% of
the total issued share capital of our Company upon completion of the
Global Offering, and the listing of the H Shares on the Stock Exchange
were approved;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 447 ---
(c) subject to the completion of the filing procedure with the CSRC, upon
completion of the Global Offering, the conversion of 112,264,250 Unlisted
Shares in aggregate into H Shares on a one-for-one basis was approved;
(d) subject to the completion of the Global Offering, the Articles of
Association were approved and adopted, which shall become effective on
the Listing Date, and our Board has been authorized to amend the Articles
of Association in accordance with any comments from the Stock Exchange
and the relevant PRC regulatory authorities; and
(e) our Board has been authorized to handle all relevant matters relating to,
among other things, the Global Offering, the adjustment of offer size, the
issue and over-allotment of H Shares and the Listing.
4. Particulars of our subsidiaries
Set out below is certain information of our subsidiaries as of the Latest
Practicable Date:
No. Name of subsidiaries Name of shareholder
Percentage of
the equity
interests held
1 UISEE Zhejiang Our Company 100%
2 UISEE Shanghai Our Company 100%
3 UISEE Wuhan Our Company 100%
4 UISEE Tianjin Our Company 100%
5 UISEE Beijing Our Company 100%
6 UISEE Shenzhen Our Company 100%
7 Yujia Zhejiang Our Company 100%
8 UISEE Chongqing Our Company 93.02%
9 UISEE Hong Kong UISEE Zhejiang 100%
10 UISEE Singapore UISEE Zhejiang 100%
11 UISEE Qatar Our Company 100%
12 UISEE Yizhi Our Company 100%
5. Change in the registered capital of subsidiaries
On April 25, 2025, the registered capital of UISEE Chongqing was increased
from RMB50,000,000 to RMB215,000,000.
Save as disclosed above and in “History, Development and Corporate Structure,”
there has been no other alteration in the registered capital of any of our subsidiaries
within the two years immediately preceding the date of this prospectus.
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 preceding the date of this
prospectus that are or may be material:
(a) a cornerstone investment agreement dated May 8, 2026 entered into among
our Company, Xiongan Autonomous Driving Limited (ࠢ
ʮ̡)( “ Xiongan Auto Driving ”), CITIC Securities (Hong Kong) Limited,
CLSA Limited, BOCOM International Securities Limited, DBS Asia
Capital Limited and China Galaxy International Securities (Hong Kong)
Co., Limited, pursuant to which Xiongan Auto Driving agreed to subscribe
at the Offer Price for such number of Offer Shares (rounded down to the
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 448 ---
nearest whole board lot of 50 H Shares) that may be purchased for an
amount of HK$223,713,000;
(b) a cornerstone investment agreement dated May 8, 2026 entered into among
our Company, CYGG Holding Limited (“ CYGG ”), CITIC Securities
(Hong Kong) Limited, CLSA Limited, BOCOM International Securities
Limited, DBS Asia Capital Limited and China Galaxy International
Securities (Hong Kong) Co., Limited, pursuant to which CYGG agreed to
subscribe at the Offer Price for such number of Offer Shares (rounded
down to the nearest whole board lot of 50 H Shares) that may be purchased
for an amount of HK$7,820,910;
(c) a cornerstone investment agreement ( ਿͩҳ༟՘ᙄ ) dated May 8, 2026
entered into among our Company, Starwin International A LPF (“ Starwin
International ”), CITIC Securities (Hong Kong) Limited, CLSA Limited,
BOCOM International Securities Limited, DBS Asia Capital Limited and
China Galaxy International Securities (Hong Kong) Co., Limited,
pursuant to which Starwin International agreed to subscribe at the Offer
Price for such number of Offer Shares (rounded down to the nearest whole
board lot of 50 H Shares) that may be purchased for an amount of
HK$29,697,750; and
(d) the Hong Kong Underwriting Agreement.
2. Our Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, our Group was the registered proprietor
of the following trademarks which, in the opinion of our Directors, were material
to our business:
No. Trademark
Registration
Number Class
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration Expiry Date
1
304309911 7, 9, 12, 35, 37,
39, 42
Our Company Hong Kong October 20,
2017
October 19,
2027
2
 304309902 7, 9, 12, 35, 37,
39, 42
Our Company Hong Kong October 20,
2017
October 19,
2027
3
 306374331 7, 9, 12, 37, 42 Our Company Hong Kong October 16,
2023
October 15,
2033
4
 306374340 7, 9, 12, 37, 42 Our Company Hong Kong October 16,
2023
October 15,
2033
5
 36799718 39 Our Company PRC November 14,
2019
November 13,
2029
6
 36816249 42 Our Company PRC October 28,
2019
October 27,
2029
7
 36817771 38 Our Company PRC November 21,
2019
November 20,
2029
8
 36774565 39 Our Company PRC November 21,
2019
November 20,
2029
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 449 ---
No. Trademark
Registration
Number Class
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration Expiry Date
9
36792903 37 Our Company PRC December 14,
2019
December 13,
2029
10
 36800406 9 Our Company PRC January 21,
2020
January 20,
2030
11
 36788151 9 Our Company PRC March 28,
2020
March 27,
2030
12
 36774551 39 Our Company PRC November 14,
2019
November 13,
2029
13
 36781700 42 Our Company PRC February 21,
2020
February 20,
2030
14
 36774542 9 Our Company PRC April 14,
2020
April 13,
2030
15
 36803731 12 Our Company PRC November 28,
2019
November 27,
2029
16
 59393752 9 Our Company PRC May 21, 2022 May 20, 2032
17
 59381289 12 Our Company PRC March 21,
2022
March 20,
2032
18
 59378607 37 Our Company PRC March 28,
2022
March 27,
2032
19
 59373940 39 Our Company PRC March 21,
2022
March 20,
2032
20
 59490754 9 Our Company PRC May 21, 2022 May 20, 2032
21
 59476894 12 Our Company PRC March 21,
2022
March 20,
2032
22
 59475687 37 Our Company PRC March 21,
2022
March 20,
2032
23
 59468713 39 Our Company PRC March 21,
2022
March 20,
2032
24
 72520521 12 Our Company PRC December 7,
2023
December 6,
2033
25
 72537673 35 Our Company PRC February 21,
2024
February 20,
2034
26
 72525687 37 Our Company PRC December 14,
2023
December 13,
2033
27
 72523559 38 Our Company PRC December 14,
2023
December 13,
2033
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 450 ---
No. Trademark
Registration
Number Class
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration Expiry Date
28
72523568 39 Our Company PRC December 14,
2023
December 13,
2033
29
 72519663 41 Our Company PRC December 14,
2023
December 13,
2033
30
 72515495 42 Our Company PRC December 14,
2023
December 13,
2033
31
 72541423 7 Our Company PRC December 21,
2023
December 20,
2033
32
 72520479 35 Our Company PRC February 21,
2024
February 20,
2034
33
 75316354 9 Our Company PRC August 21,
2024
August 20,
2034
34
 72523812 41 Our Company PRC December 14,
2023
December 13,
2033
(b) Patents
As at the Latest Practicable Date, our Group had registered the following
patents which, in the opinion of our Directors, were material to our business:
Patent Type Patent Number
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration
1. Method, device, apparatus
and medium for
determining the position of
a full-trailer articulated
vehicle and tractor ( Όનӛ
˙
eༀໄeண௪ձʧሯ )
Invention 2022107237807 UISEE
Beijing
PRC August 27, 2024
2. Method, apparatus, device
and medium for panoramic
segmentation of
three-dimensional point
cloud data ( ɧၪᓃථᅰኽ
e
ༀໄeண௪ʿʧሯ )
Invention 2022103242914 UISEE
Beijing
PRC August 2, 2024
3. Multi-vehicle collaboration
method, device, system,
equipment, media and
product (eༀ
ໄeӻ୕eண௪eʧሯձପ
ۜ)
Invention 2021111093175 UISEE
Beijing
PRC December 1,
2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 451 ---
Patent Type Patent Number
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration
4. Semi-trailer vehicle train,
reversing control method,
device, equipment and
medium ( ̒નӛԓΐԓe
eༀໄeண௪
ձʧሯ)
Invention 2021110161546 UISEE
Beijing
PRC April 11, 2023
5. Decision-making method,
device, apparatus and
medium for avoiding
obstacles (Ӕ
eༀໄeண௪ʿʧሯ )
Invention 2021109842683 UISEE
Beijing
PRC September 15,
2023
6. Method, apparatus,
computer device, and
storage medium for
recognizing key target
objects (ᗆй
ၑዚண௪ʿ
πᎷʧሯ )
Invention 2021109447970 UISEE
Shanghai
PRC September 26,
2023
7. A vehicle positioning
method, apparatus,
electronic device and
storage medium ( ɓ၇ԓሿ
eༀໄeཥɿண௪
ձπᎷʧሯ )
Invention 2021107200865 UISEE
Shanghai
PRC June 28, 2022
(the PRC);
June 1, 2022
(Europe,
Japan, Korea,
and the U.S.)
– June 28,
2041 (the
PRC);
June 1, 2042
(Europe,
Japan, Korea,
and the U.S.)
8. Automatic unhooking device,
tractor-trailer and vehicle (
Іਗ୭ન㢈ༀໄeଘˏԓձ
ԓሿ)
Utility 2021206017571 UISEE
Beijing
PRC November 2,
2021
9. A map matching method,
apparatus, electronic
device and storage medium
(eༀ
ໄeཥɿண௪ձπᎷʧሯ )
Invention 2020110314570 UISEE
Beijing
PRC September 23,
2022
10. Guardrail estimation method
and in-vehicle device based
on multi-sensor
information fusion (ε
ࠇ
ձ
ԓ༱ண௪ )
Invention 2019800026074 UISEE
Shanghai
PRC January 20,
2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 452 ---
Patent Type Patent Number
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration
11. Forward target selection
method, apparatus and
in-vehicle device (Σͦᅺ
eༀໄʿԓ༱ண
௪)
Invention 2019111113909 UISEE
Beijing
PRC January 14,
2022
12. A method of upgrading an
autonomous driving
system, an autonomous
driving system and an
in-vehicle device ( ɓ၇Іਗ
e
Іਗቷትӻ୕ʿԓ༱ண௪ )
Invention 2019102072878 UISEE
Beijing
PRC July 2, 2021 (the
PRC);
May 28, 2019
(Europe,
Japan, Korea,
and the U.S.)
– March 19,
2039 (the
PRC);
May 28, 2039
(Europe,
Japan, Korea,
and the U.S.)
13. A method and apparatus for
determining network
structure accuracy and
delay optimization points
(ձ
ձༀໄ )
Invention 201910181390X UISEE
Beijing
PRC December 14,
2021
14. Visual positioning method
and device (ج
˸ʿༀໄ )
Invention 2018114338395 UISEE
Beijing
PRC December 14,
2021
15. A visual positioning map
loading method,
apparatus, system and
storage medium ( ɓ၇ൖᙂ
eༀໄe
ӻ୕ձπᎷʧሯ )
Invention 2018113931017 UISEE
Beijing
PRC June 14, 2024
16. A multi-sensor data fusion
method, apparatus,
in-vehicle device and
storage medium
(ፄΥ˙
eༀໄeԓ༱ண௪ʿπᎷ
ʧሯ)
Invention 2018106324591 UISEE
Shanghai
PRC April 16, 2021
17. Threat degree calculation
method, target selection
method and application in
autonomous driving
(ၑ
ʿᏐ͜ )
Invention 2017104200373 UISEE
Shanghai
PRC November 20,
2020
18. Method and system for
detecting a trailer pulled
by a tractor, and a
driverless tractor
(ཫ಻
eༀໄʿπᎷʧሯ )
Invention 2018106643281 UISEE
Beijing
PRC January 29,
2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 453 ---
(c) Software Copyrights
As of the Latest Practicable Date, we were the registered proprietor of the
following software copyrights which, in the opinion of our Directors, were
material to our business:
Software Copyright
Registration
Number
Name of
Registered
Proprietor
Place of
Registration
Date of
Registration
1. Platform for remote
monitoring of autonomous
equipment and vehicle
operations (v1.0)
(Ⴣ೻္છೌɛண௪ձԓ
̨̻ (v1.0))
2024SR0158793 UISEE Shanghai PRC January 24,
2024
2. Diagnostic tool for
autonomous systems (v1.0)
(ೌɛቷትӻ୕ൢᓙʈՈ
(v1.0))
2021SR1568866 UISEE Beijing PRC October 27,
2021
(d) Domain Names
As of the Latest Practicable Date, our Group had registered the following
domain names which, in the opinion of our Directors, were material to our
business:
No. Domain Name
Name of
Registered
Proprietor
Date of
Registration Expiry date
1. uisee.com UISEE Beijing December
18, 2013
December
18, 2027
2. uisee.cn UISEE Beijing January 3,
2016
January 3,
2030
C. FURTHER INFORMATION ABOUT DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Disclosure of interests
(a) Interests and short positions of the Directors and chief executive of our
Company in the share capital of our Company and its associated
corporations
Immediately following the completion of the Global Offering and
conversion of Unlisted Shares into H Share (without taking into account any H
Shares which may be issued pursuant to the exercise of the Offer Size Adjustment
Option), the interests or short positions of Directors or chief executive of our
Company in the Shares, underlying Shares and debentures of our Company or its
associated corporations (within the meaning of Part XV of the SFO) which will
be required to be notified to our Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interests or short positions
which they were taken or deemed to have under such provisions of the SFO) or
which will be required, under Section 352 of the SFO, to be entered in the register
referred to in that section, or which will be required, under the Model Code for
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 454 ---
Securities Transactions by Directors of Listed Issuers as set out in Appendix 10
to the Listing Rules (the “ Model Code ”), to be notified to our Company and the
Stock Exchange once the H Shares are listed will be as follows:
Interest in Shares of our Company
Director/
Chief Executive Nature of interest Number of Shares
Percentage in
relevant type of
Shares
Percentage in
total issued
share capital
Mr. Wu Beneficial owner 8,113,910
HS h a r e s
6.40% 4.99%
16,227,830
Unlisted Shares
45.38% 9.99%
Interest in controlled
corporation 2
14,111,120
HS h a r e s
11.14% 8.68%
Mr. Zhou Beneficial owner 1,000,000
HS h a r e s
0.79% 0.62%
2,527,780
Unlisted Shares
7.07% 1.56%
Interest in shares of associated corporation
Director/
Chief Executive Associated corporation Nature of interest Shareholding
Mr. Wu UISEE Chongqing Interest in a controlled corporation 3 6.98%
Notes:
1. All interests stated are long positions. The percentage figures included in the table
have been subject to rounding adjustments. Accordingly, figures shown as totals in the
table may not be an arithmetic aggregation of the figures preceding them.
2. Beijing Simaju is owned as to 80% by Mr. Wu as its general partner. By virtue of the
SFO, Mr. Wu is deemed to be interested in the H Shares in which Beijing Simaju is
interested.
3. UISEE Chongqing is owned as to 93.02% by our Company and 6.98% by UISEE
Tianjin Management, which in turn is owned as to 99.98% by Tianjin Damang
Technologies Co., Ltd. (ʮ̡ ) (a company wholly owned by Mr.
Wu). By virtue of the SFO, Mr. Wu is deemed to be interested in the shares of UISEE
Chongqing in which UISEE Tianjin Management and Tianjin Damang Technologies
Co., Ltd. are interested.
(b) Substantial Shareholders
Save as disclosed in “Substantial Shareholders,” our Directors are not
aware of any persons (other than our Directors and chief executive of our
Company) who will, immediately following the completion of the Global
Offering and conversion of Unlisted Shares into H Shares (without taking into
account any H Shares which may be issued pursuant to the exercise of the Offer
Size Adjustment Option), will have or be deemed or taken to have interests and/or
short position in our Shares or underlying Shares 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 who is, directly or indirectly,
interested in 10% or more of the nominal value of any types of the issued voting
shares of any member of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 455 ---
2. Particulars of Directors’ service contracts and appointment letters
Each of our Directors has entered into a service agreement or letter of
appointment with our Company. The principal particulars of these service agreements
and letters of appointment comprise (a) the term of the service; (b) termination
provisions; and (c) dispute resolution provision. The service agreements and letters of
appointment may be renewed in accordance with our Articles of Association and the
applicable laws, rules and regulations from time to time.
Save as disclosed above, none of our Directors has or is proposed to have a service
agreement with any member of our Group (other than contracts expiring or
determinable by the relevant employer within one year without the payment of
compensation (other than statutory compensation)).
3. Remuneration of Directors and senior management
For the years ended December 31, 2023, 2024 and 2025, the aggregate
remuneration (including salaries, performance related bonuses, allowances, benefits in
kind, pension scheme contributions and equity-settled share-based payment expense)
recorded for our Directors were RMB1.4 million, RMB2.1 million and RMB7.8
million, respectively.
The aggregate amount of salaries, bonuses, allowances, benefits in kind, pension
scheme contributions and equity-settled share based payment expense recorded for our
Company’s five highest paid individuals (who are neither a director nor chief executive
of our Company) in respect of the years ended December 31, 2023, 2024 and 2025 was
RMB11.7 million, RMB11.9 million and RMB8.3 million, respectively.
Under the arrangement currently in force, the aggregate remuneration (including
salaries, allowances, benefits in kind and discretionary bonuses) of our Directors for
the year ending December 31, 2026 is estimated to be no more than RMB3.0 million.
4. Agency fees or commissions received
Save as disclosed in “Underwriting — Underwriting Arrangements and Expenses
— Commission and Expenses,” no commissions, discounts, agency fee, brokerages or
other special terms were granted in connection with the issue or sale of any capital of
any member of our Group within the two years immediately preceding the date of this
prospectus.
5. Disclaimers
(a) Within the two years immediately preceding the date of this prospectus,
none of our Directors nor any of the experts referred to under “— E. Other
Information — 5. Qualifications and Consents of Experts” has any direct
or indirect interest in the promotion of our Company, or in any assets
which have been acquired or disposed of by or leased to any member of our
Group, or are proposed to be acquired or disposed of by or leased to any
member of our Group.
(b) None of our Directors nor any of the experts referred to under “— E.
Other Information — 5. Qualifications and Consents of Experts” is
materially interested in any contract or arrangement subsisting at the date
of this prospectus which is significant in relation to the business of our
Group taken as a whole.
(c) Save as disclosed in this section, none of our Directors has any existing or
proposed service contracts with any member of our Group (excluding
contracts expiring or determinable by the employer within one year
without payment of compensation (other than statutory compensation)).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 456 ---
D. PRE-IPO INCENTIVE SCHEMES
The following is a summary of the principal terms of the Pre-IPO Incentive Schemes,
namely the 2017 Incentive Scheme as effective on March 8, 2017, and the 2020 Incentive
Scheme as effective on April 29, 2020 which superseded the 2017 Incentive Scheme.
(a) Purpose
The purpose of the Pre-IPO Incentive Schemes is to attract, retain and reward
talents for the development of our Company.
(b) Awards
The awards (the “ Awards ”) to be granted under the Pre-IPO Incentive Schemes
shall be in the form of options (the “ Options ”) to acquire units (the “ Incentive Units ”)
of the 81.47% partnership interest held by Mr. Wu and Mr. Zhou in Beijing Simaju (the
“Incentive Platform ”), the designated shareholding platform for the Pre-IPO Incentive
Schemes, which held 11,496,984 Shares for the purpose of the Pre-IPO Incentive
Schemes as of the Latest Practicable Date. The number of Options available for grant
under the Pre-IPO Incentive Schemes shall not exceed 16,294,928 Incentive Units.
Accordingly, each Incentive Unit represents the economic interests (including but not
limited to the rights to dividends, profits and distribution but excluding voting rights,
rights to participate in the management and other shareholders’ rights over such
Shares) over 0.706 Share held by Beijing Simaju.
(c) Eligibility
Any employees (excluding employees under probation or internship),
non-employee directors, consultants or service providers of our Group, or other
individuals who are considered to have contributed to the development of our Group
are participants (“ Eligible Participants ”) eligible to receive awards under the Pre-IPO
Incentive Schemes.
(d) Administration
The Pre-IPO Incentive Schemes are administered by a committee comprising
three members (the “ Incentive Schemes Committee ”), which has the full discretion and
authority to:
(i) confirm the list of Eligible Participants to be granted Awards;
(ii) determine the terms of the Awards (including number of Incentive Units,
exercise price and vesting schedule thereof);
(iii) approve the acceleration or deferment of the vesting of the Options;
(iv) interpret or modify the rules of the Pre-IPO Incentive Schemes;
(v) determine the repurchase price of the Options; and
(vi) take any necessary or appropriate action for the purpose of the Pre-IPO
Incentive Schemes.
As of the Latest Practicable Date, the members of the Incentive Schemes
Committee consist of Mr. Wu (one of our Co-founders and one of our Controlling
Shareholders, our Chairman, executive Director and chief executive officer), Mr.
Chiang Tsung Che (our executive Director, chief financial officer, Board secretary and
joint company secretary) and Mr. Mi Lei (a representative nominated by CAS Star,
being the Pre-IPO Investor which holds the largest number of Shares).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 457 ---
(e) Grant of Awards
An Award shall be granted to an Eligible Participant by signing an award
agreement (the “ Award Agreement ”) with the Incentive Platform, specifying the number
of Incentive Units and any other terms and conditions (including, without limitation,
any attainment of performance targets upon which the exercise of the Award shall be
conditional) on which the Award is granted. The Award Agreement shall serve as
evidence of the grant of the Award to the Eligible Participant (the “ Award Grantee ”),
and all Awards shall be granted and vested in accordance with the terms of the rules of
the Pre-IPO Incentive Schemes.
(f) Vesting
The Options shall be vested in accordance with one of the following schedules as
determined by the Incentive Schemes Committee:
Schedule A
Vesting period
Proportion of the
Options to be vested Date of vesting
First period 12% First anniversary of the
grant date of the Award
Second period 22% Second anniversary of the
grant date of the Award
Third period 22% Third anniversary of the
grant date of the Award
Fourth period 22% Fourth anniversary of the
grant date of the Award
Fifth period 22% Fifth anniversary of the
grant date of the Award
Schedule B:
Vesting period
Proportion of the
Options to be vested Date of vesting
First period 34% Second anniversary of the
grant date of the Award
Second period 22% Third anniversary of the
grant date of the Award
Third period 22% Fourth anniversary of the
grant date of the Award
Fourth period 22% Fifth anniversary of the
grant date of the Award
The vesting of the Options for each vesting period shall be subject to the
fulfilment of the following conditions:
(i) no action being taken by the Award Grantee that causes a material adverse
effect on our Group’s business, management, reputation or financial
conditions;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 458 ---
(ii) the Award Grantee continuing to be qualified for his/her current position
and not being demoted;
(iii) no resignation being tendered by the Award Grantee;
(iv) no breach by the Award Grantee of the terms of the employment
agreement, confidentiality and non-competition agreement and
intellectual property vesting agreement entered with our Group;
(v) attainment of performance targets applicable to the Award Grantee; and
(vi) fulfilment of other conditions set out in the relevant Award Agreement.
Our Company shall have the right to defer the vesting of the Options, or reduce
the number of Incentive Units or terminate all or part of the Awards for the relevant
vesting period if any of the conditions are not fulfilled.
(g) Term
The Pre-IPO Incentive Schemes will remain in force for 10 years from the date
when they became effective. No Awards may be granted from the Listing Date.
(h) Effect of termination of employment or service
If the Award Grantee ceases to be an employee or service provider of our Group:
(i) by any reason other than death, disability or termination of employment or
service on the grounds of misconduct, our Company and the Incentive
Platform shall have the right to repurchase any vested Options at a fair
market price as determined by the Board in accordance with the terms of
the Pre-IPO Incentive Schemes, and any unvested Options will be forfeited
and cancelled; and
(ii) by reason of death, disability or termination of employment or service on
the grounds of misconduct, any Options, whether vested or unvested, will
be forfeited and cancelled.
(i) Effect of change in control
In case of a change in control of our Company, our Company and the Incentive
Platform shall have the right to repurchase any vested Options at a fair market price as
determined by the Board in accordance with the terms of the Pre-IPO Incentive
Schemes. The Incentive Schemes Committee may also provide for the accelerated
vesting of any unvested Options and repurchase of such Inventive Units at a fair market
price as determined by the Board in accordance with the terms of the Pre-IPO Incentive
Schemes.
(j) Effect of the Global Offering
Upon completion of the Global Offering, the Incentive Schemes Committee may
approve the exercise of any vested Options or repurchase of such Inventive Units at a
fair market price as determined by the Board in accordance with the terms of the
Pre-IPO Incentive Schemes.
(k) Effect of liquidation
In case of a liquidation of our Company, the Incentive Schemes Committee shall
have the right to repurchase of any vested Options at a price as approved by the
liquidation committee of our Company in accordance with the terms of the Pre-IPO
Incentive Schemes.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 459 ---
(l) Exercise of Option
Any vested Option may be exercised at a pre-determined price and within the
period set out in the relevant Award Agreement and in accordance with the terms of the
Pre-IPO Incentive Schemes in exchange for the corresponding partnership interest in
the Incentive Platform.
No Awards shall be exercisable before completion of the Global Offering.
(m) Rights of Award Grantee
An Option, whether vested or unvested, will not convey to an Award Grantee the
right to any Shares or partnership interest in the Incentive Platform, unless and until
and to the extent the corresponding partnership interest in the Incentive Platform is
transferred to such Award Grantee upon exercise of such Option.
(n) Limits on transfers
Except as may be permitted by the Incentive Schemes Committee, no Option shall
be assignable, alienable, saleable, pledgeable or transferable by an Award Grantee
unless and until and to the extent the corresponding partnership interest in the
Incentive Platform is transferred to such Award Grantee upon exercise of such Option.
(o) Outstanding Options
As of the Latest Practicable Date, Options to acquire a total of 16,294,928
Incentive Units had been granted to 301 Award Grantees under the Pre-IPO Incentive
Schemes, including (i) 1,148,953 Incentive Units granted to three Directors; (ii) 58,000
Incentive Units granted to one member of our senior management; (iii) 750,000
Incentive Units granted to six former consultants; (iv) 2,096,858 Incentive Units
granted to three members of our Core R&D Team; and (v) 12,241,117 Incentive Units
granted to 288 employees who are not our Directors, members of our senior
management, our existing or former consultants and members of our Core R&D Team.
The exercise of any outstanding Options will only result in the transfer of
partnership interests held by Mr. Wu and Mr. Zhou in the Incentive Platform, and will
not result in the issue of new Shares or transfer of the 11,496,984 existing Shares held
by Beijing Simaju for the purpose of the Pre-IPO Incentive Schemes to the relevant
Award Grantee. Accordingly, there will be no dilutive effect on the shareholdings of our
Company following the completion of the Global Offering and no impact on the
earnings per Share upon the exercise of any such outstanding Options granted under
the Pre-IPO Incentive Schemes.
No further Awards will be granted under the Pre-IPO Incentive Schemes after the
Listing and the terms of the Pre-IPO Incentive Schemes are not subject to the
provisions of Chapter 17 of the Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 460 ---
The table below sets out the details of Options granted to the connected persons, senior management and consultants of our Company
under the Pre-IPO Incentive Schemes:
Name of
Award Grantee Position within our Group Grant date Exercise price Vesting period
Number of
outstanding
Incentive Units
Number of Shares
the economic
interests of which
the outstanding
Incentive
Units represent
Percentage of
Shares the
economic interests
of which the
outstanding
Incentive
Units represent
1
Under the Pre-IPO Incentive Scheme 2017
1. Chiang Tsung Che Executive Director, chief financial officer, secretary of our Board and
joint company secretary
(1) February 21, 2017
(2) January 2, 2018
(1) RMB0.2
(2) RMB0.52582
Schedule A (1) 300,000
(2) 16,364
223,213 0.14%
2. Wu Jun Non-executive Director and former consultant January 12, 2017 RMB0.01 Schedule A 150,000 105,833 0.07%
3. Wang Feiyue
(ᚔ)
Former consultant 2 April 16, 2016 RMB0.01 Schedule A 200,000 141,111 0.09%
4. Yu Fu
(ɲ˃)
Former consultant 2 August 1, 2018 RMB0.01 Schedule A 150,000 105,833 0.07%
5. Dongpu Cao
(ዾ)
Former consultant 2 April 10, 2016 RMB0.01 Schedule A 100,000 70,556 0.04%
6. Cheng Mingming
(׼׼)
Former consultant 2 August 4, 2018 RMB0.01 Schedule A 100,000 70,556 0.04%
7. Li Li
(ҽɢ)
Former consultant 2 April 16, 2016 RMB0.01 Schedule A 100,000 70,556 0.04%
8. Zhang Zhangshui
(˥)
Former consultant 2 April 16, 2016 RMB0.01 Schedule A 100,000 70,556 0.04%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 461 ---
Name of
Award Grantee Position within our Group Grant date Exercise price Vesting period
Number of
outstanding
Incentive Units
Number of Shares
the economic
interests of which
the outstanding
Incentive
Units represent
Percentage of
Shares the
economic interests
of which the
outstanding
Incentive
Units represent
1
Under the Pre-IPO Incentive Scheme 2020
1. Zhou Xin Executive Director and chief products officer (1) January 2, 2021
(2) January 2, 2022
(3) January 2, 2023
(4) January 8, 2024
(1) RMB1.757
(2) RMB1.7043
(3) RMB1.7043
(4) RMB2.262
Schedule A (1) 15,000
(2) 25,000
(3) 25,000
(4) 10,000
52,917 0.03%
2. Chiang Tsung Che Executive Director, chief financial officer, secretary of our Board and
joint company secretary
(1) January 10, 2019
(2) January 1, 2020
(3) January 2, 2021
(4) January 3, 2021
(5) January 2, 2022
(6) January 2, 2023
(7) January 8, 2024
(1) RMB1.1757
(2) RMB1.1757
(3) RMB1.1757
(4) RMB9.0439
(5) RMB1.7043
(6) RMB1.7043
(7) RMB2.262
Schedule A (1) 200,000
(2) 100,000
(3) 30,000
(4) 7,589
(5) 120,000
(6) 100,000
(7) 50,000
428,688 0.26%
3. Mr. Peng Jinzhan Deputy general manager and head of innovation business division (1) January 2, 2021
(2) January 3, 2021
(3) January 2, 2022
(4) January 2, 2023
(1) RMB1.757
(2) RMB11.757
(3) RMB1.7043
(4) RMB1.7043
Schedule A (1) 15,000
(2) 3,000
(3) 25,000
(4) 15,000
40,922 0.03%
Notes:
1. On the basis that 11,496,984 Shares will be held by Beijing Simaju for the purpose of the Pre-IPO Incentive Schemes and 162,485,020 Shares will be in i ssue upon completion
of the Global Offering, without taking into account the H Shares to be issued upon exercise of the Offer Size Adjustment Option.
2. Each of Wang Feiyue, Yu Fu, Dongpu Cao, Cheng Mingming, Li Li and Zhang Zhangshui were our former consultants who previously served in our science com mittee and
provided us guidance and insights to our scientific and R&D activities during our early years of development from 2016 to 2023.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 462 ---
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that currently no material liability for estate
duty is likely to fall on our Company or any of our subsidiaries in the PRC.
2. Sole Sponsor
As of the Latest Practicable Date, (i) approximately 0.91% of the total number of
issued Shares was held by CITIC Securities Investment Co., Ltd. (ʮ
̡)( “ CITIC Securities Investment ”), which is a wholly-owned subsidiary of CITIC
Securities Company Limited (ʮ̡ )( “ CITIC Securities ”), being a
company listed on the Stock Exchange (Stock Code: 6030) and on the Shanghai Stock
Exchange (Stock Code: 600030); and (ii) approximately 1.17% of the total number of
issued Shares was held by Shaanxi Big Data Industry Investment Fund Partnership
(Limited Partnership) (Υྫ) , which is a
limited partnership established in the PRC and is owned as to 67% by CITIC Securities.
See “History, Development and Corporate Structure” for further details.
The Sole Sponsor is an indirect wholly-owned subsidiary of CITIC Securities.
CITIC Securities, CITIC Securities Investment and the Sole Sponsor are thus members
of a sponsor group as defined under the Listing Rules. Notwithstanding the aforesaid,
(i) none of the Sole Sponsor, its directors or its directors’ close associates collectively
holds and will, immediately following the completion of the Global Offering, hold,
directly or indirectly, more than 5% of the number of issued Shares of our Company;
and (ii) the Sole Sponsor, 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 Sole Sponsor will receive an aggregate fee of US$500,000 for acting as the
sponsor for the Listing.
3. Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred any material
preliminary expenses.
4. Promoters
The promoters at the date of establishment of our Company are Mr. Wu, Mr.
Jiang, Mr. Zhou, Mr. Peng, Mr. Zhao and Deep Glint.
Save as disclosed in “History, Development and Corporate Structure,” within the
two years immediately preceding the date of this prospectus, no cash, securities or other
benefit has been paid, allotted or given nor are any proposed to be paid, allotted or
given to any promoters named above in connection with the Global Offering and the
related transactions described in this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 463 ---
5. Qualifications and Consents of Experts
The following are the qualifications of the experts who have given opinions or
advice which are contained in this prospectus:
Name Qualification
CITIC Securities (Hong Kong)
Limited
Licensed corporation to conduct Type 4
(advising on securities) and Type 6
(advising on corporate finance)
regulated activities under the SFO
Ernst & Y oung Certified Public Accountants and
Registered Public Interest Entity
Auditor under the Accounting and
Financial Reporting Council Ordinance
King & Wood Legal advisors to our Company
as to PRC law and international
sanctions law
ONC Lawyers Legal advisors to our Company as to
Hong Kong laws in relation to the
operations of the Group
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Industry consultant
Each of the experts named above has given and has not withdrawn its written
consent to the issue of this prospectus with the inclusion of its reports, letters, opinions,
summaries of opinions and/or references to its name included herein in the form and
context in which they respectively appear.
6. Interests of experts in our Company
Except as disclosed in “History, Development and Corporate Structure” and
“Underwriting” and save for the Underwriters’ obligations under the Underwriting
Agreements, none of the persons named in “— 5. Qualifications and Consents of
Experts” above is interested beneficially or otherwise in any Shares or shares of any
member of our Group or has any right or option (whether legally enforceable or not) to
subscribe for or nominate persons to subscribe for any shares or securities in any
member of our Group.
7. Taxation of holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp
duty. The current rate chargeable on each of the seller and purchaser is 0.1% of the
consideration or, if higher, the fair value of the H Shares being sold or transferred. For
further information in relation to taxation, see “Appendix III — Taxation and Foreign
Exchange.”
8. Property Valuation
According to section 6(2) of the Companies (Exemption of Companies and
Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of
Hong Kong), this prospectus is exempted from compliance with the requirements of
section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance which requires a valuation
report with respect to all our interests in land or buildings, for the reason that, as of the
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-18 –


--- page 464 ---
date of the most recent audited consolidated balance sheet of our Group, none of the
properties leased by us had a carrying amount of 15% or more of our consolidated total
assets.
9. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of
this prospectus, of rendering all persons concerned bound by all of the provisions
(other than the penal provisions) of Sections 44A and 44B of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance insofar as applicable.
10. Miscellaneous
(a) Within the two years immediately preceding the date of this prospectus:
(i) no share or loan capital of our Company or any of our subsidiaries
has been issued or agreed to be issued or is proposed to be fully or
partly paid either for cash or for a consideration other than cash;
(ii) no share or loan capital of our Company or any of our subsidiaries is
under option or is agreed conditionally or unconditionally to be put
under option;
(iii) save as disclosed in “Underwriting — Underwriting Arrangements
and Expenses — Commission and Expenses,” 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; and
(iv) save as disclosed in “Underwriting — Underwriting Arrangements
and Expenses — Commission and Expenses,” no commission has
been paid or is payable for subscription, agreeing to subscribe,
procuring subscription or agreeing to procure subscription of any
share in our Company or any of our subsidiaries.
(b) There are no founder, management or deferred shares nor any debentures
in our Company or any of our subsidiaries.
(c) There has not been any interruption in the business of our Group which
may have or has had a significant effect on the financial position of our
Group in the 12 months preceding the date of this prospectus.
(d) No company within our Group is presently listed on any stock exchange or
traded on any trading system.
(e) Our Company has no outstanding convertible debt securities or
debentures.
(f) There is no arrangement under which future dividends are waived or agreed
to be waived.
(g) None of the equity and debt securities of our Company, if any, is listed or
dealt with in any other stock exchange nor is any listing or permission to
deal being or proposed to be sought.
11. Bilingual Prospectus
The English 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). In case of any
discrepancies between the English language version and Chinese language version of
this prospectus, the English version shall prevail.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-19 –


--- page 465 ---
A. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMP ANIES
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were: (a) the written consents referred to in
“Appendix VI — Statutory and General Information — E. Other Information — 5.
Qualifications and Consents of Experts;” and (b) a copy of each of the material contracts
referred to in “Appendix VI — Statutory and General Information — B. Further Information
about Our Business — 1. Summary of Material Contracts.”
B. DOCUMENTS ON DISPLA Y
Copies of the following documents will be published on the websites of the Stock
Exchange ( www.hkexnews.hk ) and our Company ( www.uisee.com ) up to and including the date
which is 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountant’s Report from the Reporting Accountants, the text of which is set
out in Appendix I;
(c) the report from the Reporting Accountants in respect of the unaudited pro forma
financial information, the text of which is set out in Appendix II;
(d) the audited consolidated financial statements of our Group for the years ended
December 31, 2023, 2024 and 2025;
(e) the legal opinion issued by King & Wood, our PRC Legal Advisors, in respect of
certain general corporate matters of our Group;
(f) the legal memorandum issued by King & Wood, our International Sanctions
Legal Advisors, in respect of certain matters in connection with international
sanctions law, trade restrictions and tariff policies;
(g) the legal opinion issued by ONC Lawyers, our legal advisors as to Hong Kong
laws in relation to the operations of the Group;
(h) the written consents referred to in “Appendix VI — Statutory and General
Information — E. Other Information — 5. Qualifications and Consents of
Experts;”
(i) the material contracts referred to in “Appendix VI — Statutory and General
Information — B. Further Information about Our Business — 1. Summary of
Material Contracts;”
(j) the service agreements and letters of appointment entered into between our
Company and each of our Directors (as applicable) referred to in “Appendix VI
— Statutory and General Information — C. Further Information about Our
Directors and Substantial Shareholders — 2. Particulars of Directors’ Service
Agreements and appointment letters;”
(k) the industry report issued by Frost & Sullivan; and
(l) the PRC Company Law, the PRC Securities Law, the Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies,
together with their unofficial English translation.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMP ANIES AND DOCUMENTS ON DISPLA Y
– VII-1 –


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馭勢科技 （ 北京 ） 股份有限公司
UISEE TECHNOLOGIES (BEIJING) CO., LTD.
馭勢科技 （北京） 股份有限公司
UISEE TECHNOLOGIES (BEIJING) CO., LTD.
Z:\04. IPO\162365 Project Phoenix\cover\Project Phoenix IPO cover EngZ:\04. IPO\162365 Project Phoenix\cover\Project Phoenix IPO cover Eng
